Ben Sasse
Strategic EducationAbout Ben Sasse
Dr. Benjamin E. Sasse (age 53) is an independent director of Strategic Education, Inc. (STRA), elected in April 2024. He serves on the Nominating and Corporate Governance Committee. Sasse is President Emeritus of the University of Florida and a professor at the Hamilton Center (since August 2024), previously served as President of the University of Florida (Feb 2023–Jul 2024) and Midland University (2010–2014), taught at Yale and the University of Texas, and served in the U.S. Senate (Jan 2015–Jan 2023). He holds a BA in government (Harvard), an MA in liberal studies (St. John’s College), and master’s and doctoral degrees in American history (Yale) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Florida | President | Feb 2023 – Jul 2024 | Academic leadership in higher education |
| University of Florida | President Emeritus; Professor (Hamilton Center) | Since Aug 2024 | Ongoing academic engagement |
| Midland University | President | 2010 – 2014 | Institutional leadership |
| U.S. Senate | Senator | Jan 2015 – Jan 2023 | Public policy experience at the highest levels |
| Yale University; University of Texas; Midland University | Faculty | Various | Teaching roles |
External Roles
| Organization | Role | Tenure | Note |
|---|---|---|---|
| University of Florida | President Emeritus; Professor | Since Aug 2024 | Higher education leadership and teaching |
| Prior academic institutions | Faculty | Various | Yale University; University of Texas; Midland University |
| U.S. Government | Roles in HHS and DOJ | Various | Policymaking experience |
| U.S. Senate | Senator | Jan 2015 – Jan 2023 | Federal legislative experience |
No other public company directorships are disclosed in Sasse’s proxy biography .
Board Governance
- Committee assignments: Nominating and Corporate Governance Committee member (chair: Viet D. Dinh). The Nominating Committee met three times in 2024; all members are independent under Nasdaq standards .
- Independence: The Board is majority independent; all members except the Chairman (Silberman) and CEO (McDonnell) are independent under Nasdaq standards. Sasse is listed as an independent director .
- Attendance: The Board met four times in 2024. Each director attended at least 75% of Board and applicable committee meetings; all directors serving at the time attended the last annual meeting of stockholders .
- Lead Independent Director: Viet D. Dinh serves as Presiding Lead Independent Director (appointed April 2024) and presides over quarterly executive sessions of independent directors .
- Change in occupation policy: Directors must notify the Nominating Committee and tender a resignation upon a significant change in occupation; the Committee recommends whether to accept the resignation .
Fixed Compensation
Program structure (non-employee directors):
- Annual retainer: $200,000; at least 60% ($120,000) must be paid in restricted stock issued on the annual meeting date, with the remainder ($80,000) payable in cash or restricted stock; restricted shares vest over three years, one-third annually .
- Additional fees: Presiding Lead Independent Director ($10,000), Audit Chair ($15,000), Nominating and Compensation Chairs ($10,000 each), Audit Committee members ($5,000) .
Director compensation for FY 2024:
| Metric | FY 2024 |
|---|---|
| Cash Fees ($) | 60,000 |
| Stock Awards ($) | 120,000 (grant date fair value under ASC 718) |
| All Other Compensation ($) | — |
| Total ($) | 180,000 |
Performance Compensation
- Equity type and vesting: Restricted stock issued as part of annual retainer; vests one-third on each anniversary over three years .
- Outstanding awards (as of Dec 31, 2024): 1,193 shares of unvested restricted stock .
- Clawback/recoupment: All grants under the 2018 Equity Compensation Plan are subject to the Company’s clawback/recoupment policy; hedging is prohibited under the plan .
- Options: The director outstanding awards table shows restricted stock only; no option awards are disclosed for non-employee directors .
| Equity Metric | Detail |
|---|---|
| Unvested RSUs/Restricted Stock (#) at 12/31/24 | 1,193 |
| Vesting Schedule | Time-based; one-third annually over 3 years |
| Clawback Applicability | Subject to Company clawback policy per Equity Plan |
| Hedging/Pledging | Prohibited under Code and Equity Plan |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Status |
|---|---|---|---|
| Public company boards | — | — | None disclosed in proxy biography |
Expertise & Qualifications
- Higher education leadership (UF President Emeritus; prior university president) .
- Public policy and governance (U.S. Senate; roles at HHS and DOJ) .
- Academic credentials: Harvard BA (government); St. John’s College MA (liberal studies); Yale MA and PhD (American history) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 1,193 (includes restricted stock; entitled to vote) |
| Ownership % of shares outstanding | <1% (*) |
| Unvested restricted shares | 1,193 |
| Stock ownership guideline (Directors) | Own shares equal to 5x the maximum cash portion of annual retainer within five years |
| Maximum cash portion of retainer | $80,000 |
| Hedging/pledging policy | No hedging, pledging, short sales, or margin purchases |
Compliance status with director ownership guidelines is not disclosed; directors have five years from election to meet the guideline .
Governance Assessment
- Alignment: Sasse’s 2024 comp was majority equity ($120k restricted stock vs $60k cash), consistent with the director program mandating 60% equity; his unvested restricted stock indicates ongoing alignment and multi-year vesting .
- Independence and engagement: Independent director on the Nominating Committee; Board is majority independent; Nominating Committee met three times in 2024; each director met the minimum 75% attendance threshold; independent directors hold executive sessions quarterly under the Lead Independent Director .
- Conflicts/related-party risk: Company reported no related-party transactions in 2024 and prohibits conflict-of-interest activities absent formal approval; code prohibits hedging, pledging, and short-term trading, reducing misalignment risk .
- Ownership expectations: Directors must meet a 5x cash retainer share ownership guideline within five years, strengthening skin-in-the-game; Sasse’s beneficial holdings are currently <1% of outstanding shares with 1,193 unvested restricted shares as of year-end 2024 .
- Board refresh and investor engagement: Sasse’s 2024 election continues the Board’s refresh (seven new independent directors in seven years) and follows investor input, with the Board adopting a Presiding Lead Independent Director to enhance oversight .