Gregory Cappelli
Strategic EducationAbout Gregory W. Cappelli
Gregory W. Cappelli, age 57, is nominated as an independent director at Strategic Education, Inc. (STRA) for election at the April 23, 2025 annual meeting; he was identified by the Chairman, unanimously recommended by the Nominating Committee, and unanimously approved for nomination by the Board . He is CEO of Vanta Global (since 2022), former CEO of Apollo Education Group (2009–2017), and previously a Managing Director at Credit Suisse and Senior Equity Research Analyst at ABN AMRO Securities; he holds a BA in Economics from Indiana University and an MBA in finance from Dominican University . As of the March 3, 2025 record date, he reported no beneficial ownership of STRA shares . STRA’s Board is majority independent, with Viet D. Dinh as the Presiding Lead Independent Director since April 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vanta Global | Chief Executive Officer | 2022–present | Private equity investments in education, training, human capital |
| Apollo Education Group (AEG) | Chief Executive Officer | 2009–2017 | Led multi‑billion global education company; served over 1 million graduates |
| Apollo Global Education (JV with Carlyle Group) | Executive Chairman | 2008–2021 | Founded and led billion‑dollar JV expansion globally |
| Credit Suisse | Managing Director; Senior Equity Research Analyst; Founded Global Services Group | Over a decade (prior to AEG) | Built institutional research platform; services coverage |
| ABN AMRO Securities | Senior Equity Research Analyst | Prior to Credit Suisse | Sell‑side research experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Boys and Girls Clubs of America | National Board of Governors; Chairman, Midwest Region | Current | Non‑profit governance leadership |
| American Academy of Public Coders | Chairman | Current | Sector advocacy/education |
| Qmodo AI | Board member | Current | Technology board role |
| WSJ CEO Council | Member | Current | Executive policy forum |
| Milken Global Institute | Member | Current | Global policy/investor forum |
Board Governance
- Independence: Listed as independent nominee; STRA’s Board determined all directors except the Chairman and CEO are independent under Nasdaq standards .
- Committee assignments: None at nomination (no committee listed in proxy table); will be set post‑election. Current committees are entirely independent: Audit (Waite Chair), Compensation (Brogley Chair), Nominating (Dinh Chair) .
- Lead Independent Director: Viet D. Dinh elected Presiding Lead Independent Director in April 2024; presides over quarterly independent sessions and can call meetings of independent directors .
- Attendance: Board met 4 times in 2024; each director attended at least 75% of Board and relevant committee meetings; independent directors met in executive session at each regular meeting .
- Stockholder engagement: STRA engaged with 40 institutional investors (owning ~34% of shares) in 2024; feedback influenced governance (election of Presiding Lead Independent Director, board refreshment) .
- Conflicts policies: Code of Business Conduct prohibits hedging, pledging, short sales, and margin purchases; related‑party transactions require advance approval; none occurred in 2024 .
- Overboarding policy: Directors may not serve on >4 other public company boards (excluding affiliates) without Nominating Committee approval; CEO limited to >2 other public boards; new directorships require prior notification for conflict review .
Fixed Compensation
- Program design: Annual director retainer of $200,000; at least 60% ($120,000) paid in restricted stock vesting ratably over 3 years; remaining 40% ($80,000) can be cash or additional restricted stock; chairs and members receive incremental cash fees (Audit Chair $15,000; Compensation/Nominating Chairs $10,000; Audit members $5,000; Presiding Lead Independent Director $10,000) .
- 2024 Director compensation program emphasizes equity alignment; dividends on restricted shares paid pro‑rata while serving .
- 2024 individual compensation: As a nominee, Cappelli received no STRA director compensation in 2024 .
| Item | Amount/Terms |
|---|---|
| Annual Retainer (Directors) | $200,000; ≥60% in restricted stock; 3‑year vest (1/3 annually) |
| Additional Fees | Presiding Lead Independent Director: $10,000; Audit Chair: $15,000; Compensation Chair: $10,000; Nominating Chair: $10,000; Audit members: $5,000 |
| 2024 Compensation (Cappelli) | $0; nominated for 2025 election (no 2024 pay) |
| 2024 Director Compensation (Cappelli) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Gregory W. Cappelli | — | — | — | — |
Performance Compensation
- Directors: No performance‑linked director compensation disclosed; director equity grants are time‑vested restricted stock (not PSU/option‑based for directors) .
- Context on pay‑for‑performance at STRA (for NEOs): Company funds executive annual incentives against quantitative metrics and strategic goals; 2024 metrics included Revenue, Operating Income, EPS, and employer‑affiliated enrollment, with payouts capped at 100% of target for NEOs despite 123.9% calculated performance .
| 2024 Company Incentive Metrics (NEO Context) | Weight | Target | Stretch | 2024 Result | 2024 Calculated % of Target | Weighted Payout % |
|---|---|---|---|---|---|---|
| Revenue ($000s) | 25% | $1,200,000 | $1,245,000 | $1,220,907 | 123.2% | 30.8% |
| Operating Income ($000s) | 20% | $150,000 | $166,000 | $156,961 | 121.8% | 24.4% |
| EPS ($) | 20% | $4.50 | $5.00 | $4.83 | 133.0% | 26.6% |
| Employer‑Affiliated Enrollment (bps) | 15% | 50 bps | 250 bps | 239 bps | 147.3% | 22.1% |
| Non‑quantitative strategic goals | 20% | Achieved | — | Achieved | 100.0% | 20.0% |
| Total | 100% | — | — | — | 123.9% | — |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Qmodo AI | Private/Tech | Board Member | Technology affiliation; no STRA related‑party transactions disclosed in 2024 |
| Boys and Girls Clubs of America | Non‑profit | National Board of Governors; Chair Midwest Region | Non‑profit; not transactional with STRA |
| American Academy of Public Coders | Non‑profit/Association | Chairman | Non‑profit; not transactional with STRA |
- Related‑party policy and 2024 disclosure: STRA reported no related‑party transactions in 2024 and requires advance approval for any potential conflicts by GC/CEO/Audit Committee; Code defines conflicts and prohibits self‑dealing .
- Overboarding/conflict review: New public directorships must be flagged to Nominating Committee for conflict and workload review .
Expertise & Qualifications
- Sector leadership: CEO of AEG and founding Executive Chairman of Apollo Global Education JV with Carlyle; extensive higher‑education operating and global expansion experience .
- Capital markets: Managing Director and senior equity analyst at Credit Suisse; senior analyst at ABN AMRO; founded the Credit Suisse Global Services Group (sell‑side/investor perspective) .
- Education: BA Economics (Indiana University), MBA finance (Dominican University) .
- Networks: WSJ CEO Council and Milken Global Institute memberships .
Equity Ownership
| Holder | Common Stock Beneficially Owned | Common Stock Issuable within 60 days | Total | % Owned |
|---|---|---|---|---|
| Gregory W. Cappelli | — | — | — | * (<1%) |
- Ownership guidelines: Independent directors must own STRA shares equal to 5x the maximum cash portion of the annual retainer within five years of election .
- Hedging/pledging restrictions: Code prohibits hedging, pledging, short sales, and margin purchases of STRA securities .
- Unvested/vested breakdown: As a nominee, Cappelli had no STRA restricted stock outstanding at 12/31/24; outstanding RS counts are disclosed for sitting directors only .
Governance Assessment
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Strengths
- Deep, relevant leadership in higher‑education operations and capital markets, likely to enhance Board oversight of strategy, regulatory risk, and capital allocation .
- Independent nominee, vetted by Nominating Committee and approved unanimously for election; Board majority independent with strong lead independent director structure and regular executive sessions .
- Director pay structure mandates equity (≥60% RS) with 3‑year vesting; stock ownership guidelines (5x cash retainer) drive alignment; Code prohibits hedging/pledging to protect long‑term alignment .
- Robust conflicts/related‑party controls; no related‑party transactions reported in 2024 .
- Board responsiveness to shareholders (40 institutions; ~34% ownership engaged), showing governance attentiveness .
- Compensation Committee uses independent benchmarking (Equilar) and transparent performance metrics; strong clawback/recoupment policy .
-
Watch items / potential red flags
- No STRA share ownership disclosed at the record date; monitor pace toward meeting director ownership guidelines post‑election .
- Current role at Vanta Global investing in education/training/human capital could create perceived conflicts if portfolio companies intersect with STRA’s ecosystem; company policies require conflict review and approval, and 2024 disclosed no related‑party transactions—continue monitoring disclosures and committee oversight .
- Committee assignments not yet set; Board effectiveness will depend on aligning his expertise to Compensation/Nominating or strategy‑intensive roles post‑election .
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Shareholder confidence signals
- 2024 say‑on‑pay support exceeded 94%, reflecting investor approval of compensation practices; Board enhanced governance with an independent Presiding Lead Independent Director in 2024 .