Michael McRobbie
Strategic EducationAbout Michael A. McRobbie
Dr. Michael A. McRobbie (age 74) is an independent director of Strategic Education, Inc. (STRA) who joined the Board in July 2021; he serves on the Compensation Committee. He is University Chancellor, President Emeritus, and University Professor at Indiana University, and previously served as the 18th President of Indiana University from July 1, 2007 to June 30, 2021. He holds a B.A. (First Class Honours) from the University of Queensland and a Ph.D. from the Australian National University, bringing deep higher-education and Australia policy expertise aligned with STRA’s ANZ operations.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Indiana University | President (18th), then President Emeritus; now University Chancellor and University Professor | President: 2007–2021; post-2021 emeritus/chancellor/professor roles | Led a major U.S. university; governance experience in large, complex academic systems |
| Indiana University Health System | Vice Chair, Board of Directors | Prior to retirement from IU (date not specified) | Health system board leadership; healthcare oversight exposure |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Torrens University (Australia) | Director (at the Company’s request) | Private (STRA ANZ subsidiary) | Provides ANZ market and policy expertise; receives additional $50,000 cash annually for ANZ boards service |
| Indiana University | University Chancellor, President Emeritus, and University Professor | Public university | Ongoing academic leadership/teaching roles |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all directors except the Chairman (Silberman) and CEO (McDonnell) are independent; McRobbie is listed as independent. |
| Committee memberships | Compensation Committee member (not Chair). |
| Chair roles | None. |
| Attendance | Board met 4 times in 2024; each director attended at least 75% of Board and relevant committee meetings; all directors attended last year’s annual meeting. |
| Years of service | First elected in 2021 (approximately 4 years of service through the 2025 meeting). |
| Lead independent director | Viet D. Dinh is Presiding Lead Independent Director; independent directors meet in executive session at each regular Board meeting. |
| Stockholder engagement | Outreach to representatives of 40 institutions (~34% of shares) in 2024. |
Fixed Compensation (Director)
| Component | 2024 Amount |
|---|---|
| Annual retainer (program design) | $200,000 per director; at least 60% ($120,000) must be paid in restricted stock; remaining 40% ($80,000) in cash or restricted stock at director’s election. Restricted shares vest ratably over 3 years. |
| Committee/role fees (program design) | Audit Chair $15,000; Comp Chair $10,000; Nominating Chair $10,000; Audit members $5,000; Presiding Lead Independent Director $10,000. |
| McRobbie – fees earned (cash) | $80,000 |
| McRobbie – all other comp (ANZ boards) | $50,000 (cash for Torrens/ANZ boards at Company request) |
| Total 2024 (McRobbie) | $250,000 ($80,000 cash, $120,000 stock awards, $50,000 other) |
Performance Compensation (Director)
| Element | Detail |
|---|---|
| Equity mix and grant structure | Directors receive restricted stock as part of the annual retainer; at least 60% paid in restricted stock to align with long-term stockholder interests. |
| Vesting | Director restricted stock vests over three years, one-third on each anniversary of grant. |
| 2024 stock award (McRobbie) | $120,000 grant date fair value (part of annual retainer) |
| Unvested director shares (12/31/2024) | McRobbie: 2,631 shares of unvested restricted stock outstanding. |
Note: Director equity is time-based; there are no performance metrics tied to director equity vesting.
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Notes |
|---|---|---|---|
| Torrens University (Australia) | STRA subsidiary | Director | Torrens board includes two independent STRA directors and two STRA executives; aligns governance across ANZ operations. |
| Indiana University | Public university | University Chancellor/Emeritus/Professor | Academic leadership; not a public company directorship. |
Expertise & Qualifications
- Higher education leadership and education policy (U.S. and Australia), including prior IU presidency and current Torrens board role.
- The Nominating Committee cites his experience in higher education and familiarity with the Australian education/political systems as reasons for Board service.
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (3/3/2025) | 5,535 shares (less than 1% of shares outstanding) |
| Unvested restricted shares (12/31/2024) | 2,631 shares |
| Implied vested shares | ~2,904 shares (5,535 beneficial minus 2,631 unvested) |
| Ownership guidelines (directors) | Required to own shares equal to 5x the maximum cash portion of annual retainer within five years of election; Board reviews compliance periodically. |
| Hedging/pledging policy | Code prohibits hedging, short sales, and pledging of Company securities by directors. |
Governance Assessment
-
Strengths
- Independent director with relevant domain expertise (higher ed and Australian context), serving on Compensation Committee; supports oversight of academic/regulatory metrics central to STRA’s model.
- Pay structure aligns with shareholders: at least 60% of director compensation in restricted stock; three-year vesting enhances long-term orientation.
- Attendance and engagement meet Board standards; Board operates with robust independent leadership and executive sessions, with active stockholder outreach.
- Strong conduct policies: prohibitions on hedging/pledging and recoupment policy for incentive compensation; no related-party transactions disclosed in 2024.
-
Watch items
- Additional $50,000 cash for serving on ANZ/Torrens boards reflects added workload and cross-border responsibilities; while company-requested, it concentrates governance roles across parent/subsidiary. Monitor for time/oversight load and potential perception of entrenchment.
- Ownership guideline compliance is policy-based and reviewed by the Board; individual compliance status is not disclosed—continued disclosure would improve transparency.
Say-on-Pay & Shareholder Feedback (context for Compensation Committee oversight)
- 2024 Annual Meeting: more than 94% approval of advisory vote on 2023 NEO compensation, indicating strong investor support for pay practices.
- 2024 outreach: discussions with representatives from 40 institutions (~34% of shares) on performance, strategy, compensation, and governance.
Related-Party and Conflict Controls
- No transactions with related parties required disclosure for 2024; conflicts require advance approval under the Code of Business Conduct.
- Audit Committee oversees the Code (including conflict monitoring); Nominating Committee oversees director independence.
Compensation Committee Context (relevance to McRobbie’s committee role)
- Compensation Committee composition: Brogley (Chair), Casteen, McRobbie, Slocum; all independent and “non-employee” under SEC rules.
- Uses independent benchmarking (Equilar; ~$30,800 in 2024); emphasizes performance-based executive pay, robust stock ownership guidelines, double-trigger CIC, no excise tax gross-ups, and no option repricing.
Board Governance Notes (Subsidiary Boards)
- University boards: Strayer and Capella have their own boards per accreditor guidance; Torrens board includes STRA independent directors and executives, ensuring oversight continuity in ANZ.
Fixed Compensation (Program Details)
| Policy Element | Detail |
|---|---|
| Annual retainer payment mechanics | At least 60% in restricted stock on meeting date; remainder in cash or stock; quarterly cash installments for cash elections. |
| Vesting & dividends | 3-year ratable vesting; non-employee directors receive cash dividends on restricted shares if declared. |
| Additional fees | Presiding Lead Independent Director $10,000; Committee Chairs $10,000–$15,000; Audit members $5,000. |
Performance Compensation (Metrics Table – N/A for Directors)
| Metric Category | Applies to Director Equity? |
|---|---|
| Financial or operational performance hurdles | No – director equity is time-based; focus is alignment via ownership and vesting mix. |
RED FLAGS
- Cross-Board Fees: Additional $50,000 ANZ/Torrens board fees could be perceived as complex interlock compensation; mitigated by disclosure and that service is at Company request.
- Attendance: Only aggregate disclosure (≥75%); no individual breakdown—track future proxies for any decline.
Appendix: 2024 Director Compensation (Excerpt)
| Name | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Michael A. McRobbie | 80,000 | 120,000 | 50,000 | 250,000 |
| Outstanding Unvested Restricted Stock at 12/31/2024 |
|---|
| McRobbie: 2,631 shares |
| Beneficial Ownership (as of 3/3/2025) |
|---|
| McRobbie: 5,535 shares; less than 1% of outstanding; directors’ totals include restricted shares entitled to vote. |