Lizette Herraiz
Strategic EducationAbout Lizette Herraiz
Senior Vice President, Chief Legal Officer, and General Counsel at Strategic Education, Inc. (joined 2013; General Counsel since July 2018). Previously Deputy General Counsel of Strayer Education, Inc. and General Counsel of Strayer University; earlier served at the U.S. Department of Justice as Deputy Assistant Attorney General (Office of Justice Programs) and Counsel (Office of Legal Policy). Education: B.A. in Government (University of Virginia) and J.D. (George Mason University School of Law). Age 48 as of FY2022 reporting; tenure at the company since 2013; no company TSR or EBITDA growth metrics by executive are disclosed, but annual incentive metrics (revenue, operating income, EPS, non-financial) showed below-target results for 2021, resulting in reduced bonus payouts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Strategic Education, Inc. | Senior Vice President, Chief Legal Officer & General Counsel | July 2018–present | Leads enterprise legal, compliance, and regulatory affairs |
| Strategic Education, Inc. | Deputy General Counsel; General Counsel of Strayer University | Joined 2013; years in prior roles not disclosed | Supported accreditation/regulatory compliance across university operations |
| U.S. Department of Justice | Deputy Assistant Attorney General, Office of Justice Programs | Prior to 2013 (exact years not disclosed) | Oversight of justice programs and policy implementation |
| U.S. Department of Justice | Counsel, Office of Legal Policy | Prior to 2013 (exact years not disclosed) | Legal policy development and analysis |
External Roles
- No current public company directorships or external board roles disclosed for Ms. Herraiz .
Fixed Compensation
Multi-year compensation for Lizette B. Herraiz (NEO):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 472,000 | 486,000 | 500,000 |
| Non-Equity Incentive Plan Compensation ($) | 354,000 | 363,042 | 375,000 |
| Stock Awards ($, grant-date fair value) | 960,000 | 1,000,000 | 1,000,000 |
| All Other Compensation ($) | 9,150 | 9,955 | 10,605 |
| Total ($) | 1,795,150 | 1,858,997 | 1,885,605 |
Company discloses that All Other Compensation primarily reflects 401(k) match (e.g., $10,350 in 2024) and that executive perquisites are not offered .
Performance Compensation
Annual Incentive Metrics (2021)
| Measure | Weight | Threshold 50% Payout | Target 100% Payout | Maximum 150% Payout | 2021 Results | 2021 Calculated % of Target | Weighted Payout % |
|---|---|---|---|---|---|---|---|
| Revenue (in $000s) | 25% | 1,165,000 | 1,175,000 | 1,200,000 | 1,132,123 | 0% | 0% |
| Operating Income (in $000s) | 25% | 184,000 | 190,000 | 201,000 | 165,340 | 0% | 0% |
| EPS ($) | 25% | 5.20 | 5.40 | 5.80 | 4.82 | 0% | 0% |
| Non-Financial | 25% | — | — | — | Achieved | 100% | 25% |
| Total | 100% | 25% |
2021 Bonus Outcome (Lizette B. Herraiz)
| Metric | Value |
|---|---|
| Target as % of Base Salary | 75% |
| 2021 Target Award Opportunity ($) | 343,500 |
| 2021 Achievement % | 25% |
| 2021 Actual Award ($) | 85,875 |
| 2021 Award as % of Base Salary | 19% |
Long-Term Equity Grants (Plan-Based Awards)
| Grant Date | Award Type | Shares/Units (#) | Grant-Date Fair Value ($) | Vesting Date | Terms |
|---|---|---|---|---|---|
| 2/25/2021 | Performance-based restricted stock | 5,527 | 500,000 | 2/25/2025 | 100% cliff vest, subject to performance criteria; grant-date close price $90.47 |
Company emphasizes performance-based restricted stock with robust accreditation/regulatory criteria; 2021 awards extended across NEOs reflecting prior-year operating successes, COVID stewardship, and ANZ acquisition integration .
Equity Ownership & Alignment
Beneficial Ownership (Executive)
| Metric | As of Mar 4, 2019 | As of Mar 1, 2021 |
|---|---|---|
| Shares Beneficially Owned (#) | 20,679 | 22,606 |
| Ownership % of Outstanding | <1% | <1% |
- Hedging and pledging of company securities are prohibited for officers and directors; short sales and margin purchases are also prohibited .
- No stock options outstanding for Ms. Herraiz as of 12/31/2020; none exercised in FY2024 across NEOs .
Restricted Stock Vesting and Realized Value
| Metric | 2019 | 2020 | 2021 | 2022 | 2024 |
|---|---|---|---|---|---|
| Shares Vested (#) | 2,851 | 3,947 | 1,225 | 10,990 | 2,736 |
| Realized Value ($) | 412,283 | 640,559 | 115,652 | 595,328 | 262,246 (valued at $95.85; vested 2/27/2024) |
2024 realized value determined using the 2/26/2024 close; shares vested 2/27/2024 . Prior-year vestings presented for trend; specific vest dates not disclosed in those tables.
Change-in-Control Equity Acceleration (Double Trigger)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Equity Acceleration Value ($) | 1,614,000 | 1,228,000 | 2,303,000 | 3,517,000 | 4,284,000 |
All stock options and restricted stock awards contain a double-trigger change-in-control clause requiring termination without cause or material reduction in authority/responsibilities within six months of a change-in-control to accelerate vesting .
Employment Terms
- Employment agreements: In 2021, only the Executive Chairman and CEO had employment contracts; none disclosed for Ms. Herraiz .
- Double-trigger CIC vesting: Applies to equity awards (see table above) .
- Clawback provisions: Restricted stock agreements include clawbacks for accounting restatements due to misconduct or if performance goals are later determined unmet; recovery/forfeiture defined across cash and stock .
- Perquisites: Company does not offer perquisites to named executive officers .
- Insider policy: Hedging, pledging, short sales, margin purchases prohibited for officers/directors .
Investment Implications
- Pay-for-performance discipline: 2021 financial metrics missed thresholds, driving a 25% overall payout and a 19% of salary bonus for Herraiz—evidence of formulaic restraint when results underperform . Equity grants are performance-conditioned, with 100% cliff vest (2021 grant) aligning longer-term compliance and accreditation priorities .
- Near-term vesting catalyst: The 2/25/2025 cliff vest for 2021 awards is a retention anchor; expect potential supply from tax-related share sales around vest dates, though insider hedging/pledging is prohibited and options are not a factor (no options outstanding) .
- Alignment vs. ownership: Beneficial ownership is <1%, limiting personal downside alignment; however, performance-based equity and clawbacks strengthen governance signals .
- Change-in-control exposure: Equity acceleration value for Herraiz rose from ~$1.2M (2021) to ~$4.3M (2024), indicating materially higher CIC-linked equity sensitivity; double-trigger mitigates windfall risk absent termination/reduction in role .
- Governance and risk: No perquisites and strict insider policy (hedging/pledging bans) reduce red flags. Lack of an individual employment contract limits guaranteed severance economics relative to CEO/Chair; execution risk remains tied to meeting regulatory and accreditation metrics underpinning long-term awards .