Robert Grusky
Strategic EducationAbout Robert R. Grusky
Independent director of Strategic Education, Inc. since 2001; age 67. Founder and Managing Member of Hope Capital Management (since 2000); co‑founder of New Mountain Capital (Principal/Member 2000‑2005; Senior Advisor 2005‑2019; Executive Leadership Council since 2019). Earlier roles include President of RSL Investments (1998‑2000) and Goldman Sachs (M&A, then Principal Investment Area, 1985‑1997; White House Fellow 1990‑1991). Education: BA in History (Union College); MBA (Harvard Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hope Capital Management, LLC | Founder & Managing Member | 2000–present | Investment management leadership |
| New Mountain Capital, LLC | Co‑Founder; Principal/Member; Senior Advisor; Executive Leadership Council member | 2000–2005; 2005–2019; since 2019 | Private equity leadership and governance |
| RSL Investments Corporation | President | 1998–2000 | Investment management |
| Goldman, Sachs & Co. | M&A; Principal Investment Area | 1985–1997 (leave 1990–1991) | Transaction execution and principal investing |
| U.S. Dept. of Defense (White House Fellow) | Assistant for Special Projects to the Secretary of Defense | 1990–1991 | Federal policy and special projects |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AutoNation, Inc. | Director | Not disclosed | Current public company directorship |
Board Governance
- Committees: Nominating Committee member (not Chair) .
- Independence: Board determined all directors except Chairman and CEO are independent; Grusky listed as independent .
- Attendance: Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings; independent directors meet in executive session at each regularly scheduled meeting .
- Board leadership: Presiding Lead Independent Director is Viet D. Dinh; quarterly executive sessions under PLID .
- Committee activity: Nominating Committee (met 3 times in 2024) oversees director qualifications, independence, governance principles, director compensation, and annual board/committee self‑assessment .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual retainer policy (structure) | $200,000; at least 60% ($120,000) in restricted stock; remainder (40%, $80,000) in restricted stock or cash; restricted shares vest over 3 years (1/3 annually) | Same; restricted stock issued on annual meeting date |
| Director cash/equity received – Robert R. Grusky | Fees Earned or Paid in Cash: $82,500; Stock Awards: $120,000; Total: $202,500 | Fees Earned or Paid in Cash: $80,000; Stock Awards: $120,000; Total: $200,000 |
Notes: Additional annual fees apply for committee chairs/members (Audit Chair $15k; Nominating/Compensation Chairs $10k; Audit members $5k; PLID $10k) .
Performance Compensation
- Structure: Non‑employee directors do not receive bonuses or options; equity is time‑vested restricted stock to align interests; dividends on restricted shares same as common stock; Board may waive remaining vesting for departing directors with 5+ years’ service .
- 2024 equity position (as of 12/31/24): Unvested restricted stock 2,631 shares for Grusky .
- Grant timing: Director restricted stock grants are issued on the date of the annual meeting (e.g., April 24, 2024; April 23, 2025) .
Other Directorships & Interlocks
- AutoNation, Inc. Board of Directors (current) .
- Governance policies to mitigate overboarding and conflicts: Directors may not serve on >4 other public boards without Nominating Committee approval; must notify before accepting new public company directorships to review conflicts .
Expertise & Qualifications
| Attribute | Details |
|---|---|
| Financial markets and principal investing | Goldman Sachs (M&A, PIA); Private equity co‑founder; investment manager |
| Governance and owner orientation | Described by Nominating Committee as bringing “owner orientation” and financial markets expertise |
| Public policy exposure | White House Fellow; DoD special projects |
| Education | BA Union College; MBA Harvard Business School |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Unvested Restricted Shares |
|---|---|---|---|
| Robert R. Grusky | 11,345 | * (<1%) | 2,631 |
Policies: Company prohibits hedging, short selling, margin purchases, and pledging of company securities by directors/officers; insider trading policy embedded in Code of Business Conduct (amended Feb 26, 2025) .
Ownership Guidelines: Directors must own shares equal to 5x the maximum cash portion of annual retainer within five years of election (i.e., 5×$80,000) .
Governance Assessment
-
Strengths
- Long tenure (since 2001) with deep investment and governance experience; independent status .
- Strong alignment via mandated equity (≥60% of retainer), ownership guidelines (5× cash retainer), and prohibition on hedging/pledging .
- Active Nominating Committee role; committee oversees board evaluation and independence; Board/committees met regularly in 2024 with ≥75% attendance by all directors .
- No related‑party transactions disclosed for 2024; conflicts require prior approval per Code .
-
Potential watch‑items
- External directorship at AutoNation: monitor for any transactions between STRA and entities linked to Grusky (none disclosed) .
- Overboarding risk controlled by policy cap (>4 other public boards requires approval); monitor compliance if new roles taken .
-
Shareholder sentiment signals
- Say‑on‑Pay support strong: >94% in 2024 and >92% in 2023; extensive investor outreach (40 institutions; ~34% of shares in 2024) .
Committee Assignments Detail
| Committee | 2024 Membership | 2025 Membership | Meetings (2024) | Scope/Notes |
|---|---|---|---|---|
| Nominating | Chair: Casteen; Members: Beason, Grusky, Thawley | Chair: Dinh; Members: Beason, Grusky, Sasse | 3 | Qualifications, independence, governance principles; oversees board/committee self‑assessment; recommends director compensation |
| Audit | — | — | 5 | Financial risk oversight; cybersecurity; charter amended Feb 28, 2024 |
| Compensation | — | — | 4 | Executive/director comp policies; independent consultant (Equilar) used |
Compensation Structure Analysis (Director)
| Component | Design | Governance Safeguards |
|---|---|---|
| Cash retainer | Up to 40% of $200,000 | Overboarding policy; PLID/chair/member fees specified |
| Equity (Restricted Stock) | ≥60% ($120,000); 3‑year ratable vest | Issued at annual meeting; dividends paid; vesting may be waived for 5+ year departing directors |
| Options/PSUs/Bonuses | None for directors | N/A |
Related Party Transactions and Conflicts
- Company disclosed no related party transactions in 2024; conflicts require prior written approval and full disclosure; personal transactions for profit with Company are deemed conflicts under Code .
Say‑On‑Pay & Shareholder Feedback
- Advisory approval of NEO compensation: >94% support in 2024; >92% in 2023 .
- Outreach: Discussions with representatives of 40 institutional investors (~34% of shares, record date) in 2024; board adjusted leadership (PLID) and refreshed membership in response to feedback .
Director Compensation (Detail – 2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Robert R. Grusky | 80,000 | 120,000 | — | 200,000 |
Outstanding Director Stock Awards (as of 12/31/24):
| Name | Unvested Restricted Stock (#) |
|---|---|
| Robert R. Grusky | 2,631 |
Director Service Terms
- Annual election of directors; 2025 proxy solicits election of 13 directors to serve until 2026 annual meeting .
Risk Indicators & Red Flags
- Hedging/pledging/short sales prohibited by policy (mitigates alignment risk) .
- No related party transactions (2024) .
- Overboarding limits codified; conflicts review required before new public boards .
- Executive sessions every regular meeting under independent Presiding Lead Independent Director (enhances oversight) .