Michael Thawley
Strategic EducationAbout Michael Thawley
Michael J. Thawley, age 74, is an independent director of Strategic Education, Inc. (STRA) serving since September 2022; he sits on the Audit Committee . He is the former Vice Chairman of Capital Group International (retired August 31, 2022) and Vice Chairman of Capital International Fund (retired 2023), and previously held senior roles in the Australian government including Secretary of the Department of the Prime Minister and Cabinet (2014–2016) and Australia’s Ambassador to the United States (2000–2005); he was educated at Australian National University and Surrey University and was appointed an Officer in the Order of Australia in 2006 . In December 2023 he joined the Board of Directors of Torrens University and was appointed Chancellor in February 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capital Group International | Vice Chairman | Retired Aug 31, 2022 | Institutional investor perspective, financial management experience |
| Capital International Fund | Vice Chairman | Retired 2023 | Institutional investor perspective |
| Government of Australia | Secretary, Dept. of the Prime Minister & Cabinet | 2014–2016 | Senior policy and executive oversight |
| Government of Australia | Ambassador to the United States | 2000–2005 | Diplomatic leadership, international relations |
| Australian Foreign Service | Various embassy postings | Entry 1972 | International public service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Torrens University | Director | Dec 2023–present | Company-affiliated university board; governance oversight |
| Torrens University | Chancellor | Feb 2025–present | Leadership and representation; university governance |
Board Governance
- Committee assignments: Audit Committee member; not designated Chair; Audit Committee membership expanded to include Thawley effective April 24, 2024 .
- Audit Committee scope: oversight of accounting/auditing/reporting, appointment and oversight of external auditors, ERM and cybersecurity risk oversight; charter last amended February 28, 2024; all Audit members independent; Johnson, Slocum, and Waite designated “audit committee financial experts” (Thawley not listed) .
- Independence and engagement: Board consists of a majority of independent directors; Thawley is independent; Presiding Lead Independent Director is Viet D. Dinh; independent directors meet in executive session at each regular Board meeting .
- Attendance: Board met 4 times in 2024; Audit Committee met 5 times; each director attended at least 75% of Board and relevant committee meetings .
| 2024 Governance Activity | Board | Audit Committee |
|---|---|---|
| Meetings held | 4 | 5 |
| Michael Thawley attendance rate | ≥75% | ≥75% |
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 82,500 | Includes cash for committee service and any elected cash portion of retainer |
| Stock Awards (grant-date fair value) | 120,000 | Restricted stock; issued on annual meeting date |
| All Other Compensation | 50,000 | Additional cash fees for ANZ boards (Torrens and related entities), $12,500 quarterly |
| Total | 252,500 | Sum of the above |
| Director Compensation Program Element | Policy Detail |
|---|---|
| Annual retainer | $200,000; at least 60% ($120,000) paid in restricted stock; remaining 40% ($80,000) in restricted stock or cash |
| Equity vesting | Director restricted shares vest over 3 years, one-third on each anniversary of grant |
| Additional fees | Audit Committee Chair: $15,000; Nominating/Compensation Chairs: $10,000; Audit Committee members: $5,000; Presiding Lead Independent Director: $10,000; Board may approve other fees |
| Expenses | Reimbursement of out-of-pocket expenses for meetings |
Performance Compensation
| Metric/Feature | Status |
|---|---|
| Performance-based metrics tied to director pay | None disclosed; non-employee director equity is time-based restricted stock (3-year vesting) |
| Clawback provisions | Company maintains clawback for incentive compensation based on restated financials or metrics (NEOs), not applicable to non-employee director retainer equity |
| Hedging/pledging | Hedging and pledging of Company securities prohibited by policy |
Other Directorships & Interlocks
| Company/Institution | Role | Interlock/Relationship | Notes |
|---|---|---|---|
| Torrens University | Director; Chancellor | STRA-affiliated university; Board includes two independent STRA directors and STRA executives Karl McDonnell and Daniel Jackson | Governance oversight consistent with accreditor guidelines; company disclosure emphasizes separate institutional boards |
Expertise & Qualifications
- Financial management and institutional investor perspective from Capital Group senior leadership; government and diplomatic experience at the highest levels (PM&C Secretary; Ambassador to US) .
- Education: Australian National University and Surrey University; appointed Officer of the Order of Australia in 2006 for advancing Australia’s strategic/economic interests .
- Nominating Committee rationale: business acumen, understanding of institutional investors, familiarity with Australian political system support board effectiveness .
Equity Ownership
| Ownership Item | Value | Notes |
|---|---|---|
| Beneficially owned shares | 8,555 | As of March 3, 2025; includes restricted shares entitled to vote |
| Ownership % of outstanding | <1% | Calculated by company; below 1% threshold |
| Unvested restricted stock | 2,432 | Outstanding stock awards at 12/31/2024 |
| Stock options | None disclosed | Director equity program uses restricted stock; no options listed in director tables |
| Pledged shares | Prohibited | Company policy prohibits pledging; no pledging permitted |
| Ownership guidelines | 5x maximum cash retainer (independent directors) within 5 years of election | Board reviews compliance considering market and other factors |
Governance Assessment
- Board effectiveness and independence: Thawley is an independent director with deep institutional investor and international policy experience; he participates in executive sessions and serves on an all-independent Audit Committee, supporting robust oversight of financial reporting, ERM, and cybersecurity .
- Compensation mix and alignment: 2024 director pay is balanced between cash and time-vested restricted stock, with required equity allocation and three-year vesting, aligning interests with long-term shareholders; additional $50,000 cash reflects disclosed ANZ board service load .
- Attendance and engagement: The Board met four times and the Audit Committee five times in 2024; each director met at least the 75% attendance threshold, indicating active engagement; Thawley joined the Audit Committee in April 2024 .
- Potential conflicts and related-party exposure: Company reports no related-party transactions in 2024 and maintains a stringent Code prohibiting conflicts without prior approval; hedging and pledging are prohibited—reducing alignment risks; Thawley’s additional ANZ board compensation is disclosed and tied to company-controlled subsidiaries, with separate institutional governance bodies .
- Risk indicators and red flags: No related-party transactions, no pledging/hedging, and structured director equity mitigates common governance risks; not being designated an “audit committee financial expert” is noted but offset by overall committee expertise; no insider trading filings surfaced in our search, and ownership remains <1% with unvested restricted stock consistent with policy .