Charlotte Beason
Strategic EducationAbout Charlotte F. Beason
Charlotte F. Beason is an independent director of Strategic Education, Inc. (STRA), serving on the Board since 1996. She is 77 and a consultant in education and health care administration; she also serves as Chairwoman of the Strayer University Board of Trustees. Dr. Beason holds a BS in Nursing (Berea College), an MS in psychiatric nursing (Boston University), and a doctorate in clinical psychology and public practice (Harvard University) . The Board has determined she is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kentucky Board of Nursing | Executive Director | 2005–2012 | Led state nursing regulation; oversight of nursing standards |
| Commission on Collegiate Nursing Education (CCNE) | Chair and Vice Chair | 2000–2003 | Leadership at the autonomous accrediting body for baccalaureate/graduate nursing programs |
| U.S. Department of Veterans Affairs | Director, Health Professions Education Service & Health Professional Scholarship Program; Program Director, Office of Nursing Services | 1988–2004 | Federal leadership across education, scholarships, and nursing services |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Strayer University (Subsidiary of STRA) | Chairwoman, Board of Trustees | Current | Cross-appointment aligns academic governance with STRA Board oversight; consistent with STRA governance model |
Board Governance
- Committee assignments: Nominating Committee member; the Nominating Committee met three times in 2024 (Chair: Viet D. Dinh) .
- Not a committee chair at STRA (she chairs Strayer University’s Board of Trustees, a subsidiary board) .
- Independence: Board determined all directors except the Chairman and CEO are independent; Dr. Beason is independent .
- Attendance: Each director attended at least 75% of Board and relevant committee meetings in 2024; the Board met four times in 2024 .
- Lead Independent Director: Viet D. Dinh serves as Presiding Lead Independent Director; independent director executive sessions held at each regularly scheduled Board meeting (at least quarterly) .
- Years of service on STRA Board: Since 1996 (approx. 29 years as of 2025) .
Fixed Compensation (Director)
| Component | 2024 Amount | Terms |
|---|---|---|
| Annual cash fees | $80,000 | Portion of $200,000 retainer; directors may elect cash for up to 40% |
| Annual equity (restricted stock) | $120,000 | At least 60% of $200,000 retainer in restricted stock; issued on annual meeting date; vests over three years, one-third annually |
| Additional fees | — | No chair/member fee applicable to Dr. Beason noted for 2024 |
Notes: Director program requires ≥60% of retainer in equity; Presiding Lead Independent Director and committee chairs receive additional fees (not applicable to Dr. Beason for 2024) .
Performance Compensation (Director)
| Item | Detail |
|---|---|
| Performance-linked metrics | None disclosed for non-employee director pay; annual director equity is time-based restricted stock (three-year ratable vesting) |
| Dividends on unvested director shares | Non-employee directors receive same cash dividends on restricted shares as common, if declared |
Other Directorships & Interlocks
- Public company boards: None disclosed for Dr. Beason .
- Nonprofit/academic boards: Chairwoman, Strayer University Board of Trustees (subsidiary governance) .
- Interlocks/conflicts: STRA’s governance framework contemplates select overlap between STRA directors and university boards to align academic quality oversight; no related-party transactions disclosed in 2024 .
Expertise & Qualifications
- Deep domain expertise in higher education quality, accreditation, nursing education, and public administration, with leadership roles at CCNE, the Kentucky Board of Nursing, and the U.S. Department of Veterans Affairs .
- Governance: Longstanding experience with academic governance; currently chairs the Strayer University Board of Trustees, supporting academic quality oversight central to STRA’s business model .
- Education: BSN (Berea), MS (Boston University), Doctorate (Harvard) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 21,159 |
| Unvested restricted shares (director) | 2,631 |
| Shares outstanding (record date for 2025 meeting) | 24,654,185 |
| Ownership as % of shares outstanding | ~0.086% (21,159 / 24,654,185; based on cited data) |
| Pledging/hedging | Prohibited by Code of Business Conduct (no pledging, hedging, short sales, or margin) |
| Director ownership guideline | Directors must own shares equal to 5x the maximum cash portion of the annual retainer (i.e., 5×$80,000) within five years of election |
Notes: Beneficial ownership totals include restricted stock, which holders are entitled to vote .
Governance Assessment
- Board effectiveness and independence: Beason is a long-tenured independent director with deep academic governance expertise, serving on the Nominating Committee that oversees board composition, independence, and governance principles—key for regulatory-intensive education markets .
- Engagement and attendance: Board met four times in 2024 with executive sessions each regular meeting; each director attended at least 75% of Board and committee meetings, supporting baseline engagement .
- Compensation alignment: Director pay mix structurally favors equity (≥60% in restricted stock) with a three-year vesting schedule, aligning director incentives with long-term shareholder value; Beason’s 2024 mix was $80,000 cash / $120,000 equity (total $200,000) .
- Ownership and policy safeguards: Beason’s beneficial ownership (21,159 shares) plus strict prohibitions on pledging/hedging enhance alignment; director stock ownership guideline requires 5x cash retainer in shares (compliance status not disclosed) .
- Conflicts/related parties: No related-party transactions disclosed in 2024; STRA’s framework explicitly manages potential conflicts and allows limited cross-appointments to university boards to ensure academic quality oversight .
- Shareholder signals: STRA reports strong say-on-pay support (94% approval in 2024 for 2023 NEO compensation), and ongoing investor outreach, indicating constructive governance feedback loops; although executive pay votes, they reflect broader confidence in governance practices .
Director-Specific Data Tables
Director Compensation (FY2024)
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $80,000 |
| Stock Awards (Grant-Date Fair Value) | $120,000 |
| Total | $200,000 |
| Unvested Restricted Shares at 12/31/2024 | 2,631 |
Committee Memberships (2024)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nominating | Member | 3 |
| Audit | — | 5 (committee total; not a member) |
| Compensation | — | 4 (committee total; not a member) |
Board & Independence
| Metric | Detail |
|---|---|
| Independence | Independent under Nasdaq standards |
| Board meetings (2024) | 4; each director attended ≥75% of Board and their committee meetings |
| Executive sessions | At each regularly scheduled meeting; presided by Presiding Lead Independent Director |
| Lead Independent Director | Viet D. Dinh |
Beneficial Ownership Snapshot
| Holder | Shares |
|---|---|
| Charlotte F. Beason | 21,159 |
| STRA Shares Outstanding (Record Date) | 24,654,185 |
| Ownership % | ~0.086% (calculated from cited figures) |
Risk Indicators & RED FLAGS
- RED FLAGS: None identified from 2024 disclosures—no related-party transactions, hedging/pledging prohibited, and directors meet minimum attendance threshold .
- Considerations: Long tenure (since 1996) may raise refreshment questions; however, STRA has added seven new independent directors in the last seven years and maintains active refreshment via the Nominating Committee .
Compensation Structure Observations (Program-Level)
- Director retainer structure unchanged since April 2021: $200,000 with ≥60% equity; additional fees apply to specific leadership roles (not applicable to Beason in 2024) .
- No director-specific performance metrics; equity is time-based, supporting long-term alignment rather than short-term targets .
Say-on-Pay & Shareholder Feedback (Program-Level Signal)
- Say-on-pay support: >94% approval at 2024 meeting for 2023 NEO compensation; STRA engaged with 40 institutional investors representing ~34% of shares during 2024, with feedback informing governance updates (e.g., election of Presiding Lead Independent Director) .
Summary
Dr. Beason brings accredited higher-education and public health administration expertise, is independent, engaged at baseline thresholds, and compensated with a high equity mix that vests over three years. No related-party or pledging/hedging risks are disclosed, and her service as Chair of Strayer University’s Board of Trustees is consistent with STRA’s governance framework linking academic quality oversight to corporate governance .