STRATEGIC EDUCATION, INC., DEF 14A filed on 3/11/2026
Proxy Statement (definitive)
v3.25.4
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Strategic Education, Inc.
Entity Central Index Key 0001013934
v3.25.4
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Year
Summary
Compensation
Table Total for
PEO
(1)
Compensation
Actually
Paid to
PEO
(2)
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs
(3)
Average
Compensation
Actually
Paid to
Non-PEO
NEOs
(4)
Value of Initial Fixed $100
Investment Based On:
Net
Income
(7)
Company-
Selected
Measure:
Revenue
(8)
Total
Share-holder
Return
(5)
Peer Group
Total
Share-holder
Return
(5)(6)
2025
$ 5,672,067 $ 3,967,813 $ 2,828,313 $ 1,864,179 $ 97.87 $ 198.20 $ 126,614,000 $ 1,274,028,000
2024
$ 5,487,873 $ 6,126,678 $ 2,768,438 $ 3,060,641 $ 110.74 $ 179.97 $ 112,684,000 $ 1,220,907,000
2023
$ 5,417,738 $ 8,182,401 $ 2,712,155 $ 3,858,985 $ 106.96 $ 119.01 $ 69,791,000 $ 1,143,861,000
2022
$ 5,468,805 $ 10,041,112 $ 2,810,650 $ 4,730,500 $ 88.09 $ 85.04 $ 46,670,000 $ 1,073,853,000
2021
$ 6,197,825 $ 1,252,419 $ 2,442,544 $ 596,087 $ 62.74 $ 80.62 $ 55,087,000 $ 1,132,123,000
(1)
In 2025, 2024, 2023, 2022, and 2021, the PEO was Karl McDonnell.
(2)
The tables below detail the components and amounts included in the “Compensation Actually Paid to PEO”.
Year
Total from Summary
Compensation Table
Stock Awards Value
from Summary
Compensation Table
Incremental Equity
Award Fair Value
Adjustment
(a)
Total
2025
$ 5,672,067 $ (3,250,000) $ 1,545,746 $ 3,967,813
2024
$ 5,487,873 $ (3,250,000) $ 3,888,805 $ 6,126,678
2023
$ 5,417,738 $ (3,250,000) $ 6,014,663 $ 8,182,401
2022
$ 5,468,805 $ (3,360,000) $ 7,932,307 $ 10,041,112
2021
$ 6,197,825 $ (5,000,000) $ 54,594 $ 1,252,419
(a)
Reflects an adjustment to the grant date fair value of equity-based awards as calculated in accordance with Item 402(v)(2)(iii)(C)(1) and consistent with the fair value methodology reflected in our financial statements for share-based payments.
The amounts deducted or added in calculating the equity award adjustments for the “Compensation Actually Paid to PEO” are as follows.
Year
Year end fair value
of equity awards
granted during the
year
Year over year
change in fair
value of
outstanding and
unvested equity
awards
Year over year
change in fair
value of equity
awards granted in
prior years that
vested in the year
Value of dividends
or other earnings
paid on stock or
option awards not
otherwise reflected
in fair value or
total compensation
Total equity award
adjustments
2025
$ 2,661,357 $ (1,795,977) $ 274,677 $ 405,689 $ 1,545,746
2024
$ 3,193,936 $ 164,778 $ 71,403 $ 458,688 $ 3,888,805
2023
$ 3,189,628 $ 2,007,998 $ 391,159 $ 425,878 $ 6,014,663
2022
$ 5,257,857 $ 2,358,006 $ (121,004) $ 437,448 $ 7,932,307
2021
$ 3,196,643 $ (3,480,609) $ (16,900) $ 355,460 $ 54,594
(3)
In 2025, 2024, 2023, 2022, and 2021, the Non-PEO NEOs were Robert S. Silberman, Daniel W. Jackson, Lizette B. Herraiz, and Christa E. Hokenson.
(4)
The tables below detail the components and amounts included in the “Average Compensation Actually Paid to Non-PEO NEOs”.
Year
Total from Summary
Compensation Table
Stock Awards Value
from Summary
Compensation Table
Incremental Equity
Award Fair Value
Adjustment
(a)
Total
2025
$ 2,828,313 $ (1,812,500) $ 848,366 $ 1,864,179
2024
$ 2,768,438 $ (1,812,500) $ 2,104,703 $ 3,060,641
2023
$ 2,712,155 $ (1,800,000) $ 2,946,830 $ 3,858,985
2022
$ 2,810,650 $ (1,680,000) $ 3,599,850 $ 4,730,500
2021
$ 2,442,544 $ (1,750,000) $ (96,457) $ 596,087
(a)
Reflects an adjustment to the grant date fair value of equity-based awards as calculated in accordance with Item 402(v)(2)(iii)(C)(1) and consistent with the fair value methodology reflected in our financial statements for share-based payments.
The amounts deducted or added in calculating the equity award adjustments for the “Average Compensation Actually Paid to Non-PEO NEOs” are as follows.
Year
Year end fair value
of equity awards
granted during the
year
Year over year
change in fair
value of
outstanding and
unvested equity
awards
Year over year
change in fair
value of equity
awards granted in
prior years that
vested in the year
Value of dividends
or other earnings
paid on stock or
option awards not
otherwise reflected
in fair value or
total compensation
Total equity award
adjustments
2025
$ 1,484,241 $ (948,650) $ 96,138 $ 216,637 $ 848,366
2024
$ 1,781,262 $ 75,638 $ 29,157 $ 218,646 $ 2,104,703
2023
$ 1,766,576 $ 861,107 $ 126,154 $ 192,993 $ 2,946,830
2022
$ 2,628,928 $ 827,674 $ (35,578) $ 178,826 $ 3,599,850
2021
$ 1,118,843 $ (1,344,711) $ (3,098) $ 132,509 $ (96,457)
(5)
This column reflects cumulative Total Shareholder Return (“TSR”) for the trailing one- to five- year period from 2021 to 2025, as calculated in accordance with Item 402(v)(2)(iv) of Regulation S-K. Accordingly, TSR for 2021 reflects a one-year return, TSR for 2022 reflects a two-year cumulative return, etc. TSR for 2025 reflects a five-year cumulative return.
(6)
The Peer Group used in calculating these amounts is composed of Bright Horizons Family Solutions Inc., Chegg, Inc., Covista Inc. (formerly Adtalem Global Education, Inc.), Graham Holdings Company, Grand Canyon Education, Inc., John Wiley & Sons, Inc., Stride, Inc. (formerly K12, Inc.), Laureate Education, Inc., Pearson PLC, Perdoceo Education Corporation, and Udemy, Inc. The same peer group was used to create the Peer Group Performance Graph in Item 5 of the Company’s 2025 Annual Report on Form 10-K, in accordance with Item 201(e) of Regulation S-K.
(7)
Amounts in this column are rounded to the nearest thousand.
(8)
The revenue figures used to evaluate the achievement of non-equity compensation targets are based on adjusted results, which exclude purchase accounting adjustments to record acquired contract liabilities at fair value as a result of the Company’s acquisition of ANZ in 2020. For 2021, 2022, 2023, 2024, and 2025 the revenue amount was further adjusted using a constant exchange rate of 0.74, 0.72, 0.69, 0.66, and 0.66 Australian Dollars to U.S. Dollars, respectively. Amounts in this column are rounded to the nearest thousand.
       
Company Selected Measure Name Revenue        
Named Executive Officers, Footnote
(1)
In 2025, 2024, 2023, 2022, and 2021, the PEO was Karl McDonnell.
(3)
In 2025, 2024, 2023, 2022, and 2021, the Non-PEO NEOs were Robert S. Silberman, Daniel W. Jackson, Lizette B. Herraiz, and Christa E. Hokenson.
       
Peer Group Issuers, Footnote
(6)
The Peer Group used in calculating these amounts is composed of Bright Horizons Family Solutions Inc., Chegg, Inc., Covista Inc. (formerly Adtalem Global Education, Inc.), Graham Holdings Company, Grand Canyon Education, Inc., John Wiley & Sons, Inc., Stride, Inc. (formerly K12, Inc.), Laureate Education, Inc., Pearson PLC, Perdoceo Education Corporation, and Udemy, Inc. The same peer group was used to create the Peer Group Performance Graph in Item 5 of the Company’s 2025 Annual Report on Form 10-K, in accordance with Item 201(e) of Regulation S-K.
       
PEO Total Compensation Amount $ 5,672,067 $ 5,487,873 $ 5,417,738 $ 5,468,805 $ 6,197,825
PEO Actually Paid Compensation Amount $ 3,967,813 6,126,678 8,182,401 10,041,112 1,252,419
Adjustment To PEO Compensation, Footnote
(2)
The tables below detail the components and amounts included in the “Compensation Actually Paid to PEO”.
Year
Total from Summary
Compensation Table
Stock Awards Value
from Summary
Compensation Table
Incremental Equity
Award Fair Value
Adjustment
(a)
Total
2025
$ 5,672,067 $ (3,250,000) $ 1,545,746 $ 3,967,813
2024
$ 5,487,873 $ (3,250,000) $ 3,888,805 $ 6,126,678
2023
$ 5,417,738 $ (3,250,000) $ 6,014,663 $ 8,182,401
2022
$ 5,468,805 $ (3,360,000) $ 7,932,307 $ 10,041,112
2021
$ 6,197,825 $ (5,000,000) $ 54,594 $ 1,252,419
(a)
Reflects an adjustment to the grant date fair value of equity-based awards as calculated in accordance with Item 402(v)(2)(iii)(C)(1) and consistent with the fair value methodology reflected in our financial statements for share-based payments.
The amounts deducted or added in calculating the equity award adjustments for the “Compensation Actually Paid to PEO” are as follows.
Year
Year end fair value
of equity awards
granted during the
year
Year over year
change in fair
value of
outstanding and
unvested equity
awards
Year over year
change in fair
value of equity
awards granted in
prior years that
vested in the year
Value of dividends
or other earnings
paid on stock or
option awards not
otherwise reflected
in fair value or
total compensation
Total equity award
adjustments
2025
$ 2,661,357 $ (1,795,977) $ 274,677 $ 405,689 $ 1,545,746
2024
$ 3,193,936 $ 164,778 $ 71,403 $ 458,688 $ 3,888,805
2023
$ 3,189,628 $ 2,007,998 $ 391,159 $ 425,878 $ 6,014,663
2022
$ 5,257,857 $ 2,358,006 $ (121,004) $ 437,448 $ 7,932,307
2021
$ 3,196,643 $ (3,480,609) $ (16,900) $ 355,460 $ 54,594
       
Non-PEO NEO Average Total Compensation Amount $ 2,828,313 2,768,438 2,712,155 2,810,650 2,442,544
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,864,179 3,060,641 3,858,985 4,730,500 596,087
Adjustment to Non-PEO NEO Compensation Footnote
(4)
The tables below detail the components and amounts included in the “Average Compensation Actually Paid to Non-PEO NEOs”.
Year
Total from Summary
Compensation Table
Stock Awards Value
from Summary
Compensation Table
Incremental Equity
Award Fair Value
Adjustment
(a)
Total
2025
$ 2,828,313 $ (1,812,500) $ 848,366 $ 1,864,179
2024
$ 2,768,438 $ (1,812,500) $ 2,104,703 $ 3,060,641
2023
$ 2,712,155 $ (1,800,000) $ 2,946,830 $ 3,858,985
2022
$ 2,810,650 $ (1,680,000) $ 3,599,850 $ 4,730,500
2021
$ 2,442,544 $ (1,750,000) $ (96,457) $ 596,087
(a)
Reflects an adjustment to the grant date fair value of equity-based awards as calculated in accordance with Item 402(v)(2)(iii)(C)(1) and consistent with the fair value methodology reflected in our financial statements for share-based payments.
The amounts deducted or added in calculating the equity award adjustments for the “Average Compensation Actually Paid to Non-PEO NEOs” are as follows.
Year
Year end fair value
of equity awards
granted during the
year
Year over year
change in fair
value of
outstanding and
unvested equity
awards
Year over year
change in fair
value of equity
awards granted in
prior years that
vested in the year
Value of dividends
or other earnings
paid on stock or
option awards not
otherwise reflected
in fair value or
total compensation
Total equity award
adjustments
2025
$ 1,484,241 $ (948,650) $ 96,138 $ 216,637 $ 848,366
2024
$ 1,781,262 $ 75,638 $ 29,157 $ 218,646 $ 2,104,703
2023
$ 1,766,576 $ 861,107 $ 126,154 $ 192,993 $ 2,946,830
2022
$ 2,628,928 $ 827,674 $ (35,578) $ 178,826 $ 3,599,850
2021
$ 1,118,843 $ (1,344,711) $ (3,098) $ 132,509 $ (96,457)
       
Compensation Actually Paid vs. Total Shareholder Return
Comparison of Compensation Actually Paid To SEI TSR
Between December 31, 2021 and December 31, 2022, the Company’s TSR increased and both Compensation Actually Paid to the PEO and Average Compensation Paid to Non-PEO NEOs increased. Between December 31, 2022 and December 31, 2023, the Company’s TSR increased, while the compensation measures decreased. Between December 31, 2023 and December 31, 2024, the Company’s TSR increased, while the compensation measures decreased. Between December 31, 2024 and December 31, 2025, all three measures decreased.
       
Compensation Actually Paid vs. Net Income
Comparison of Compensation Actually Paid To Net Income
Between December 31, 2021 and December 31, 2022, net income declined, while both Compensation Actually Paid to the PEO and Average Compensation Paid to Non-PEO NEOs increased. Between December 31, 2022 and December 31, 2023, net income increased, while the compensation measures decreased. Between December 31, 2023 and December 31, 2024, net income increased, while the compensation measures decreased. Between December 31, 2024 and December 31, 2025, net income increased, while the compensation measures decreased.
       
Compensation Actually Paid vs. Company Selected Measure
Comparison of Compensation Actually Paid To Revenue
Between December 31, 2021 and December 31, 2022, revenue declined, while both Compensation Actually Paid to the PEO and Average Compensation Paid to Non-PEO NEOs increased. Between December 31, 2022 and December 31, 2023, revenue increased, while the compensation measures decreased. Between December 31, 2023 and December 31, 2024, revenue increased, while the compensation measures decreased. Between December 31, 2024 and December 31, 2025, revenue increased, while the compensation measures decreased.
       
Total Shareholder Return Vs Peer Group
Comparison of Company TSR to Peer Group TSR
In 2021, both the Company’s TSR and the Peer Group TSR decreased. In 2022, both the Company’s TSR and the Peer Group TSR increased. In 2023, both the Company’s TSR and the Peer Group TSR increased. In 2024, both the Company’s TSR and the Peer Group TSR increased. In 2025, the Company’s TSR decreased and the Peer Group TSR increased.
       
Tabular List, Table
As discussed above in “2025 Compensation Decisions,” in 2025, the Board of Directors set both quantitative financial objectives and strategic objectives for the Company. These Financial Performance Measures and Strategic Performance Measures, which the Compensation Committee and the Board use to link compensation of our named executive officers to Company performance, are listed in the table below. In 2025, for purposes of the comparisons required by Item 402(v) of Regulation S-K, we have selected revenue as the “Company-Selected Measure.”
Financial Performance Measures
Revenue
Operating Income (EBIT)
Diluted Earnings Per Share
Strategic Performance Measures
Maintain compliance with all regulatory, legal, and ethical business standards
Reallocate excess capital into the business or back to our stockholders
       
Total Shareholder Return Amount $ 97.87 110.74 106.96 88.09 62.74
Peer Group Total Shareholder Return Amount 198.2 179.97 119.01 85.04 80.62
Net Income (Loss) $ 126,614,000 $ 112,684,000 $ 69,791,000 $ 46,670,000 $ 55,087,000
Company Selected Measure Amount 1,274,028,000 1,220,907,000 1,143,861,000 1,073,853,000 1,132,123,000
PEO Name Karl McDonnell        
Equity Awards Adjustments, Footnote
The amounts deducted or added in calculating the equity award adjustments for the “Compensation Actually Paid to PEO” are as follows.
Year
Year end fair value
of equity awards
granted during the
year
Year over year
change in fair
value of
outstanding and
unvested equity
awards
Year over year
change in fair
value of equity
awards granted in
prior years that
vested in the year
Value of dividends
or other earnings
paid on stock or
option awards not
otherwise reflected
in fair value or
total compensation
Total equity award
adjustments
2025
$ 2,661,357 $ (1,795,977) $ 274,677 $ 405,689 $ 1,545,746
2024
$ 3,193,936 $ 164,778 $ 71,403 $ 458,688 $ 3,888,805
2023
$ 3,189,628 $ 2,007,998 $ 391,159 $ 425,878 $ 6,014,663
2022
$ 5,257,857 $ 2,358,006 $ (121,004) $ 437,448 $ 7,932,307
2021
$ 3,196,643 $ (3,480,609) $ (16,900) $ 355,460 $ 54,594
The amounts deducted or added in calculating the equity award adjustments for the “Average Compensation Actually Paid to Non-PEO NEOs” are as follows.
Year
Year end fair value
of equity awards
granted during the
year
Year over year
change in fair
value of
outstanding and
unvested equity
awards
Year over year
change in fair
value of equity
awards granted in
prior years that
vested in the year
Value of dividends
or other earnings
paid on stock or
option awards not
otherwise reflected
in fair value or
total compensation
Total equity award
adjustments
2025
$ 1,484,241 $ (948,650) $ 96,138 $ 216,637 $ 848,366
2024
$ 1,781,262 $ 75,638 $ 29,157 $ 218,646 $ 2,104,703
2023
$ 1,766,576 $ 861,107 $ 126,154 $ 192,993 $ 2,946,830
2022
$ 2,628,928 $ 827,674 $ (35,578) $ 178,826 $ 3,599,850
2021
$ 1,118,843 $ (1,344,711) $ (3,098) $ 132,509 $ (96,457)
       
Foreign Currency Exchange Rate, Translation 0.66 0.66 0.69 0.72 0.74
Measure:: 1          
Pay vs Performance Disclosure          
Name Revenue        
Non-GAAP Measure Description
(8)
The revenue figures used to evaluate the achievement of non-equity compensation targets are based on adjusted results, which exclude purchase accounting adjustments to record acquired contract liabilities at fair value as a result of the Company’s acquisition of ANZ in 2020. For 2021, 2022, 2023, 2024, and 2025 the revenue amount was further adjusted using a constant exchange rate of 0.74, 0.72, 0.69, 0.66, and 0.66 Australian Dollars to U.S. Dollars, respectively. Amounts in this column are rounded to the nearest thousand.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Operating Income (EBIT)        
Measure:: 3          
Pay vs Performance Disclosure          
Name Diluted Earnings Per Share        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (3,250,000) $ (3,250,000) $ (3,250,000) $ (3,360,000) $ (5,000,000)
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,545,746 3,888,805 6,014,663 7,932,307 54,594
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,661,357 3,193,936 3,189,628 5,257,857 3,196,643
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,795,977) 164,778 2,007,998 2,358,006 (3,480,609)
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 274,677 71,403 391,159 (121,004) (16,900)
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 405,689 458,688 425,878 437,448 355,460
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,812,500) (1,812,500) (1,800,000) (1,680,000) (1,750,000)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 848,366 2,104,703 2,946,830 3,599,850 (96,457)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,484,241 1,781,262 1,766,576 2,628,928 1,118,843
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (948,650) 75,638 861,107 827,674 (1,344,711)
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 96,138 29,157 126,154 (35,578) (3,098)
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 216,637 $ 218,646 $ 192,993 $ 178,826 $ 132,509
v3.25.4
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
While we do not have a formal policy with respect to the timing of awards of stock options, stock appreciation rights, or similar option-like instruments to our NEOs, historically, including during 2025, our Compensation Committee has not granted such awards. The Compensation Committee approves the grant of equity compensation awards at approximately the same time every year. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Award Timing Method
While we do not have a formal policy with respect to the timing of awards of stock options, stock appreciation rights, or similar option-like instruments to our NEOs, historically, including during 2025, our Compensation Committee has not granted such awards. The Compensation Committee approves the grant of equity compensation awards at approximately the same time every year. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
MNPI Disclosure Timed for Compensation Value false
v3.25.4
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true