Rita Brogley
Strategic EducationAbout Rita D. Brogley
Independent director at Strategic Education, Inc. (STRA). Age 59; first elected to the Board in 2018. Technology executive and entrepreneur with prior leadership roles across Facebook, Microsoft, and multiple marketing-tech companies; holds a BS in Industrial Engineering (Northwestern) and an MBA (Harvard). Currently chairs the Board’s Compensation Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Facebook (Messaging Platforms) | Head of Product Growth & Global Enterprise Partnerships; team launched WhatsApp for Business | 2016–2019 | Built and brought WhatsApp for Business to market |
| MyBuys | President & CEO | Not disclosed | Marketing technology leadership |
| Amadesa | CEO | Not disclosed | Website testing and optimization software for ecommerce |
| Moxi Digital | President & CEO | 2000–2002 | Digital home software and hardware |
| Microsoft | Director of Business Development & Marketing Europe | Not disclosed | Enterprise partnerships and marketing in EMEA |
| Bain & Company | Strategy and management consultant | Not disclosed | Strategy consulting |
| Capella Education Company | Director | 2014–2018 | Joined STRA Board upon merger (Aug 1, 2018) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Trinity Health | Director; Audit Committee Chair | Current (noted in proxy) | Large healthcare system; audit leadership role |
Board Governance
- Current committee assignments: Compensation Committee Chair; committee members include Dr. Casteen, Dr. McRobbie, and Mr. Slocum .
- Independence: Board determined all directors except the Chairman (Silberman) and CEO (McDonnell) are independent; Brogley shown as independent in nominee slate .
- Attendance and engagement: Board met 4 times in 2024; each director attended ≥75% of Board and applicable committee meetings; all directors attended last year’s annual meeting. Independent directors hold executive sessions at each regularly scheduled Board meeting, presided by the Presiding Lead Independent Director (Viet D. Dinh) .
- Committee activity levels (2024): Audit Committee met 5 times; Compensation Committee met 4 times; Nominating Committee met 3 times .
- Stockholder outreach: Engagement with representatives from 40 institutional investors (collectively ~34% of shares) across 2024; feedback incorporated into Board decisions .
Fixed Compensation (Director)
- Structure: Annual retainer of $200,000; minimum 60% ($120,000) paid in restricted stock that vests in equal thirds over 3 years; remaining 40% ($80,000) paid in director’s choice of restricted stock or cash, plus committee chair/membership fees (Compensation Chair: +$10,000) .
- 2024 actuals (Brogley): $90,000 in cash (cash retainer + chair fee), $120,000 stock awards; total $210,000 .
| Component | Amount (USD) |
|---|---|
| Annual Cash Portion | $80,000 |
| Committee Chair Fee (Compensation) | $10,000 |
| Stock Awards (Restricted Stock, grant-date fair value) | $120,000 |
| Total | $210,000 |
- Unvested director stock at 12/31/24: 2,631 restricted shares .
- Dividends: Directors receive cash dividends on restricted shares, if declared .
Performance Compensation
- Directors: No performance-based cash bonuses or option grants disclosed for directors; director equity is retainer-linked restricted stock with time-based vesting .
- Compensation Committee’s pay-for-performance framework (oversight by Brogley as Chair) for NEOs in 2024:
| Measure | Weight | Target (100% payout) | Stretch (150% payout) | 2024 Results | 2024 Calculated % of Target | Weighted Payout % |
|---|---|---|---|---|---|---|
| Revenue (in thousands) | 25% | $1,200,000 | $1,245,000 | $1,220,907 | 123.2% | 30.8% |
| Operating Income (in thousands) | 20% | $150,000 | $166,000 | $156,961 | 121.8% | 24.4% |
| EPS | 20% | $4.50 | $5.00 | $4.83 | 133.0% | 26.6% |
| Grow 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% | 123.9% (capped at 100% payout for NEOs) |
- Outcomes (NEO pool): Final payout capped at 100% of target despite 123.9% computed, per committee policy .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Dates | Notes |
|---|---|---|---|---|
| Capella Education Company | Public (pre-2018 merger) | Director | 2014–2018 | Joined STRA Board on Aug 1, 2018 post-merger |
| Trinity Health | Non-profit healthcare system | Director; Audit Committee Chair | Current | No disclosed related-party transactions with STRA |
- Related-party transactions: None reported for 2024; conflicts require prior approval; strict Code of Business Conduct applies .
Expertise & Qualifications
- Education: BS Industrial Engineering (Northwestern); MBA (Harvard Business School) .
- Functional expertise: Technology/product growth, enterprise partnerships, analytics, and strategy; senior roles at Facebook, Microsoft, Bain; multiple CEO roles in marketing tech and ecommerce optimization .
- Board leadership: Compensation Committee Chair at STRA; Audit Committee Chair at Trinity Health; prior public company board experience (Capella) .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (common stock) | 11,176 shares (includes restricted shares entitled to vote) |
| Unvested restricted stock at 12/31/24 | 2,631 shares |
| Shares outstanding (record date 3/3/2025) | 24,654,185 shares |
| Ownership as % of outstanding | ~0.045% (11,176 ÷ 24,654,185 ) |
| Estimated value at 12/31/24 price | ~$1,043,000 (11,176 × $93.42 ) |
| Hedging/pledging | Prohibited by Code of Business Conduct; no pledging permitted |
| Director ownership guideline | 5× cash retainer within 5 years (i.e., ≥$400,000) |
| Guideline compliance indicator | Beneficial stake value exceeds $400,000 (see value calc above) |
Compensation Committee Analysis
- Composition: Rita D. Brogley (Chair), Dr. John T. Casteen III, Dr. Michael A. McRobbie, William J. Slocum; all independent and non-employee directors .
- Consultant: Equilar, Inc. engaged to benchmark executive compensation; ~$30,800 paid in 2024; committee retains authority to hire/terminate consultants .
- Peer group methodology: Benchmarks against 10 education-related peers (Adtalem, Bright Horizons, Chegg, Graham Holdings, Grand Canyon, Stride, Laureate, Pearson, Perdoceo, 2U) .
- Best-practice features: Double-trigger change-in-control provisions; robust clawbacks for restatements/miscalculation; ban on hedging/pledging; stock ownership guidelines; transparency of performance objectives; no tax gross-ups; no stock option repricing .
- Say-on-Pay support: >94% approval at 2024 annual meeting for 2023 NEO compensation .
Governance Assessment
- Board effectiveness: Independent director; chairs a key committee with clear charter and strong pay-governance practices; committee met 4x in 2024 .
- Alignment: Director pay structure mandates majority in restricted stock with 3-year vesting; Brogley’s 2024 mix ($120k stock, $90k cash); meaningful beneficial ownership with value > ownership guideline threshold .
- Independence/attendance: Independent; Board majority independent; ≥75% attendance; regular independent executive sessions; robust stockholder outreach .
- Conflicts/related-party: No related-party transactions disclosed for 2024; Code restricts conflicts and requires approvals; hedging/pledging prohibited .
- Compensation oversight credibility: Documented metrics and payout discipline (cap at 100% of target despite >100% performance) indicate restraint and alignment .
RED FLAGS
- None disclosed in 2024 for related-party transactions, hedging/pledging, or attendance shortfalls; continue monitoring for future changes in external roles (e.g., Trinity Health) and any evolving interlocks or conflicts .