Daniel Jackson
Strategic EducationAbout Daniel W. Jackson
Daniel W. Jackson is Executive Vice President and Chief Financial Officer of Strategic Education, Inc. (STRA). He joined the company in 2003 and has served as CFO since March 2015, bringing deep operating and finance experience across roles including Senior Vice President of Finance, Regional VP of Operations, and Campus Director . He is 50 years old, holds a BA in international affairs from the University of Colorado at Boulder and an MBA from Georgetown University . Company performance in 2024 included revenues of $1,219,930 thousand and diluted EPS of $4.67, with adjusted EPS of $4.83 used for incentive metrics; five-year total shareholder return (TSR) measured $67.79 versus peer group TSR of $180.45, and net income was $112,684 thousand .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Strategic Education, Inc. | Executive Vice President & Chief Financial Officer | 2015–present | Principal financial officer, capital allocation, performance-aligned incentive design |
| Strategic Education, Inc. | Senior VP Finance; Regional VP Operations; Director of Business Operations; Campus Director; Manager of Financial Analysis | 2003–2015 | Built operating and finance infrastructure across U.S. Higher Education and ETS segments |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Legg Mason Wood Walker | Equity Research Associate | — | Public markets analytical rigor supporting forecasting and investor communication |
| Fairmont Schools, Inc. | Director of Operations | — | P&L and operational management in education services |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Non-Equity Incentive ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2024 | 600,000 | 100% | 600,000 | 10,385 (401k match) |
| 2023 | 574,000 | 100% | 571,704 | 9,955 |
| 2022 | 557,000 | 100% | 557,000 | 9,150 |
Notes:
- No executive perquisites and no supplemental executive retirement plans (SERP) are provided; executives participate in the standard 401(k) plan match .
Performance Compensation
| Metric | Weight | Target | Stretch | Actual | Calculated % of Target | Weighted Payout % |
|---|---|---|---|---|---|---|
| Revenue (USD thousands) | 25% | 1,200,000 | 1,245,000 | 1,220,907 | 123.2% | 30.8% |
| Operating Income (USD thousands) | 20% | 150,000 | 166,000 | 156,961 | 121.8% | 24.4% |
| EPS (Adjusted) | 20% | $4.50 | $5.00 | $4.83 | 133.0% | 26.6% |
| Grow employer-affiliated enrollment | 15% | 50 bps | 250 bps | 239 bps | 147.3% | 22.1% |
| Non-quantitative strategic goals | 20% | Achieved/Fail | — | Achieved | 100.0% | 20.0% |
| Total | 100% | — | — | — | 123.9% | 123.9% (capped at 100% payout) |
- CFO target payout is 100% of base salary; 2024 payout capped at 100% of target, resulting in $600,000 .
- Adjusted financial measures for incentive calculations exclude ANZ acquisition adjustments, restructuring, certain investment income, and tax adjustments, and use constant FX/tax assumptions .
Equity Awards – Grant and Vesting Terms
| Grant Date | Shares Granted | Grant Date Fair Value ($) | Vesting | Performance Conditions |
|---|---|---|---|---|
| 2024-02-28 | 21,040 | 2,000,000 | 100% cliff on 2028-02-28 | Maintain accreditations and regulatory approvals; 90/10 compliance; cohort default rates below proprietary average (FY24–FY27) |
- Restricted stock awards carry robust clawbacks and recoupment aligned to accounting restatements or miscalculated metrics, and misconduct-related forfeiture .
- No option awards were outstanding for NEOs as of 12/31/24 .
Equity Ownership & Alignment
| Category | Amount |
|---|---|
| Total beneficial ownership (common shares) | 102,177 |
| Unvested restricted shares – Awarded 2021 (vest 2025-02-25) | 11,054 |
| Unvested restricted shares – Awarded 2022 (vest 2026-02-24) | 38,362 |
| Unvested restricted shares – Awarded 2023 (vest 2027-02-22) | 21,250 |
| Unvested restricted shares – Awarded 2024 (vest 2028-02-28) | 21,040 |
| Market value of unvested restricted shares at 12/31/24 | $1,033,000; $3,584,000; $1,985,000; $1,966,000 (by award respectively) |
| Shares outstanding (record date) | 24,654,185 |
| Insider trading policy | Hedging, pledging, short sales prohibited; margin purchases prohibited |
| Stock ownership guidelines | Executive Vice President: 3x annual salary |
Vesting pressure indicators:
- 2024 vesting: 6,840 shares vested for Jackson; realized value $655,614 at $95.85 per share on 2024-02-26 .
Employment Terms
- Employment agreement terms for the CFO are not disclosed; however, all stock awards include double-trigger change-in-control vesting (termination without cause or material duty reduction within six months triggers acceleration) .
- Estimated value realized upon vesting due to change in control with termination: $8,568,000 for Daniel W. Jackson (based on $93.42 stock price at 12/31/24) .
- Insider communications: Jackson serves as Principal Financial Officer and signed SOX certifications (Exhibits 31.2 and 32.2) for FY2024 10-K .
- Code of Business Conduct prohibits pledging/hedging; comprehensive recoupment policy in effect since Nov 2023 .
Compensation Structure and Peer Benchmarking
| Item | Detail |
|---|---|
| Cash vs equity mix (2024) | Salary $600,000; Bonus $600,000; Stock awards $2,000,000; Other $10,385 |
| Ownership requirements | 3x salary for EVP roles |
| Peer group for benchmarking | Adtalem, Bright Horizons, Chegg, Graham Holdings, Grand Canyon Education, Stride, Laureate, Pearson, Perdoceo, 2U |
| Say-on-Pay result (2024 meeting) | >94% approval for 2023 NEO compensation |
| Compensation practices | Double-trigger CIC; robust performance criteria on equity; no gross-up; no option repricing; no perquisites; clawbacks |
Performance & Track Record
| Year | Revenue (USD thousands) | Diluted EPS | Net Income (USD thousands) |
|---|---|---|---|
| 2020 | 1,004,272 (adjusted) | 3.77 | 86,268 |
| 2021 | 1,135,332 (adjusted) | 2.28 | 55,087 |
| 2022 | 1,065,480 | 1.94 | 46,670 |
| 2023 | 1,132,924 | 2.91 | 69,791 |
| 2024 | 1,219,930 | 4.67 | 112,684 |
Additional pay-versus-performance indicators (company-wide):
- Five-year TSR: $67.79 value of $100 initial investment (Company) vs $180.45 (Peer Group) .
- Company-selected measure in PVP: Revenue of $1,220,907 thousand for 2024 used in incentive framework .
Major achievements linked to equity awards:
- 2024 performance-based restricted grant to Jackson reflected operating successes in 2023 across U.S. Higher Education and Education Technology Services, and continued ANZ integration; vesting conditioned on accreditation and Title IV compliance metrics through 2027 .
Governance and Related Party
- Related party transactions: None reportable under Item 404 for FY2024 .
- Board committees: CFO is not a director; Audit, Compensation, and Nominating Committees comprised entirely of independent directors .
- Stockholder outreach: 40 institutional investors engaged in 2024; feedback informed governance decisions .
Equity Award Overhang and Plan Capacity
| Plan | Securities to be issued on exercise | Weighted avg exercise price | Remaining available for issuance |
|---|---|---|---|
| 2018 Equity Compensation Plan | — | — | 498,862 at 12/31/24; 266,010 at 03/03/25 after Feb 2025 grants |
| Capella 2014 Equity Plan (assumed) | 11,105 | $71.76 | — |
Proposal to increase shares available under 2018 Plan was put to stockholders in 2025 proxy .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (alignment positive) .
- Double-trigger CIC (standard market practice, mitigates windfalls) .
- No excise tax gross-ups for NEOs (shareholder friendly) .
- Recoupment policy broadened (Nov 2023) covering restatements and miscalculated metrics .
- Company TSR vs peers underperforms over five years (monitor investor sentiment and incentive calibration) .
Insider selling/pressure tracking:
- Attempts to retrieve recent Form 4 filings via insider-trades skill encountered authorization error (401). We searched for Jackson’s insider transactions for 2024–2025 but could not access the dataset. We relied on proxy vesting and realized value disclosures for 2024 vesting activity .
Investment Implications
- Pay-for-performance alignment is strong: CFO’s variable pay tied to revenue, operating income, EPS, and strategic enrollment shift; 2024 paid at 100% of target after metrics exceeded targets, reflecting disciplined cap at NEO level . This supports operational execution consistency but caps upside windfalls.
- Retention risk appears contained near-term given substantial unvested restricted stock (multiple tranches through 2028) and performance-based vesting tied to accreditation and Title IV compliance, which embeds mission-critical sustainability goals .
- Change-of-control economics: Double-trigger acceleration with an estimated $8.57M in equity value upon CIC with termination; while standard, it concentrates event-driven value and could incentivize stability over transactional strategies .
- Ownership alignment: 102,177 shares beneficially owned and stringent anti-hedging/pledging policies plus EVP 3x salary ownership guideline promote skin-in-the-game, although percentage ownership is below 1% given share count; monitor guideline compliance and incremental open-market purchases post-vesting .
- Performance context: 2024 fundamentals improved (revenue and EPS growth), but five-year TSR lagged peers; continued focus on employer-affiliated enrollment and capital returns could be pivotal for market rerating and incentive effectiveness .