Robert Silberman
Strategic EducationAbout Robert Silberman
Robert S. Silberman is Chairman of Strategic Education, Inc. (STRA), age 67, and has served as a Director since March 2001; he was CEO from 2001–2013, Chairman from 2003–2013, Executive Chairman from 2013–2023, and returned to Chairman in 2023 . He holds a BA in history from Dartmouth College and an MA in international policy from Johns Hopkins University; prior roles include Assistant Secretary of the Army, senior positions at International Paper, and President/COO at CalEnergy . Proxy disclosures describe him as a “driving force behind the growth of the Company” with leadership across financial management, public policy, and educational stewardship . Company pay-versus-performance discussion indicates revenue and TSR increased between 2023 and 2024 while compensation measures decreased, highlighting pay restraint against improving performance indicators; for 2024, revenue, EBIT, EPS and strategic goals drove incentive determinations for NEOs, though Silberman no longer participates in annual non‑equity incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Strategic Education, Inc. | Chief Executive Officer | 2001–2013 | “Driving force behind the growth of the Company”; led long-term strategy and stewardship of stockholder capital . |
| Strategic Education, Inc. | Chairman of the Board | 2003–2013; 2023–Present | Leads Board with strategic vision and regulatory/academic insight . |
| Strategic Education, Inc. | Executive Chairman | 2013–2023 | Oversight of strategic, regulatory and academic quality priorities . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Par Pacific Holdings, Inc. | Chairman of the Board | Current | Energy sector board leadership and operating experience . |
| Twenty‑First Century Fox, Inc. | Director | 2013–2019 | Media industry governance and policy expertise . |
| Covanta Holding Company | Lead Director | 2016–2021 | Oversight at waste-to-energy operator . |
| U.S. Department of Defense | Assistant Secretary of the Army | 1989–1993 | Senior public sector management, policy and operations . |
| International Paper Company | Assistant to Chairman & CEO | 1993–1995 | Corporate strategy and executive advisory . |
| CalEnergy Company, Inc. | President & COO | 1995–2000 | Senior operating roles in energy infrastructure . |
| Council on Foreign Relations | Member | — | Public policy and international affairs network . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 780,000 | 800,000 | 832,000 |
| Non‑Equity Incentive ($) | 975,000 | — | — |
| All Other Compensation ($) | 9,150 | 9,930 | 10,380 |
| Total ($) | 4,644,150 | 4,009,930 | 4,092,380 |
- Employment agreement base salary minimum: not less than $800,000 per annum (subject to COLA/Board increases) .
- Silberman no longer participates in the annual non‑equity incentive pool per amended agreement (2023) .
Performance Compensation
Equity Grants and Vesting
| Grant Date | Shares | Grant Date Fair Value ($) | Vesting Date | Vesting Type | Key Performance Criteria |
|---|---|---|---|---|---|
| 2/25/2021 | 55,267 | — | 2/25/2025 | 4‑year cliff | Maintain accreditation/regulatory approvals; Title IV 90/10 compliance; cohort default rates below proprietary average for Strayer & Capella (2014‑2027 cycles) . |
| 2/24/2022 | 57,542 | — | 2/24/2026 | 4‑year cliff | Same performance framework (accreditation, Title IV, cohort default rates) . |
| 2/22/2023 | 34,000 | — | 2/22/2027 | 4‑year cliff | Same performance framework . |
| 2/28/2024 | 34,189 | 3,250,000 | 2/28/2028 | 4‑year cliff | Maintain accreditation/regulatory approvals for Strayer, Capella, Torrens; Strayer/Capella 90/10 compliance; cohort default rates below proprietary average for each year 2024–2027 . |
- 2024 grants were performance‑based restricted shares with fair value set at closing price on 2/28/2024; $3,250,000 awarded to Silberman; vesting contingent on robust non‑financial compliance metrics aligned to long‑term sustainability .
- No outstanding option awards held by NEOs at 12/31/2024 (equity mix is restricted stock, not options) .
Company Incentive Framework (for context; Silberman excluded from annual cash plan)
| Component | Weighting | Targeting/Mechanics | 2024 Outcome |
|---|---|---|---|
| Financial metrics (Revenue, EBIT, Diluted EPS) | 65% | Targets and “stretch” set; individual measures can be adjusted up to 150% when above target, but total payout capped at 100% . | Achieved 123.9% of target but capped at 100% . |
| Quantitative strategic measure | 15% | Target and stretch with pass/fail sensitivity . | Met between target and stretch . |
| Non‑quantitative strategic measures (two) | 20% | Pass/fail; committee discretion to reduce payouts . | Met . |
| Silberman participation | — | Per amended agreement, does not participate in annual non‑equity cash incentive pool . | Not eligible . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 294,766 shares; 1.2% of outstanding . |
| Shares Issuable within 60 Days | 0 (none indicated for Silberman) . |
| Unvested Restricted Stock (12/31/2024) | 55,267 (vest 2/25/2025); 57,542 (vest 2/24/2026); 34,000 (vest 2/22/2027); 34,189 (vest 2/28/2028) . |
| Market Value of Unvested RS (12/31/2024) | $5,163,000; $5,376,000; $3,176,000; $3,194,000, respectively (based on $93.42 close) . |
| Options | No outstanding option awards held by NEOs at FY‑end 2024 . |
| Ownership Guidelines | Chairman must own shares = 5x annual salary; Directors must own 5x cash retainer within 5 years . |
| Hedging/Pledging | Prohibited by company policy and equity plan; grants subject to clawback policy . |
- Insider selling pressure: four cliff‑vest events in 2025–2028 may create potential supply overhang near vest dates; policy prohibits hedging/pledging; no options outstanding reduces option‑driven exercise/sell pressure .
Employment Terms
| Term | Provision |
|---|---|
| Agreement Status | Amended May 2, 2013 (transition to Executive Chairman), amended April 24, 2014, and amended April 26, 2023 (transition to Chairman) . |
| Term & Renewal | Five‑year initial term ending April 26, 2028; auto‑renews for 1‑year terms unless either party gives notice . |
| Base Salary | Not less than $800,000 per annum (subject to COLA and Board increases) . |
| Annual Cash Incentive | Not eligible for non‑equity incentive pool under amended agreement . |
| Equity Eligibility | Eligible for annual equity incentive grants under company program . |
| Severance (Without Cause) | Lump sum of three years’ base salary ($2.5M as current estimate) plus immediate accelerated vesting of all previously granted restricted stock and options; 3 years of medical benefits ($63k est.) . |
| Change‑of‑Control (Double Trigger) | If terminated without cause or resigns due to material reduction in role within 6 months post‑CoC: severance as above plus one‑time $2,925,000 (equal to 3× most recent non‑equity incentive award, based on 2022) . |
| Gross‑Ups | No excise tax gross‑up . |
| Restrictive Covenants | Non‑compete for six years post‑termination; confidentiality of proprietary information . |
| Clawback & 409A | Equity grants subject to clawback; plan intended to comply with 409A with six‑month delay if required . |
Board Governance
| Attribute | Detail |
|---|---|
| Role | Chairman of the Board; Director since 2001 . |
| Independence | Not listed as independent; Lead Independent Director (Presiding) is Viet D. Dinh . |
| Committee Memberships | None indicated for Silberman; Audit, Compensation, Nominating committees composed of independent directors . |
| Committee Chairs | Audit Chair: G. Thomas Waite III; Compensation Chair: Rita D. Brogley; Nominating Chair: Viet D. Dinh . |
| Dual‑Role Implications | Chairman + employment agreement (non‑independent) mitigated by presence of a Presiding Lead Independent Director and fully independent key committees . |
Director Compensation
| Component | Structure |
|---|---|
| Annual Retainer | $200,000, of which at least 60% ($120,000) paid in restricted stock; remaining 40% may be RS or cash (paid quarterly); RS vests 1/3 annually over 3 years; vesting may be waived at discretion if service ≥5 years . |
| Additional Fees | Lead Independent Director: +$10,000; Audit Chair: +$15,000; Compensation/Nominating Chairs: +$10,000; Audit Committee members: +$5,000 . |
| Expenses | Reimbursement for Board/Committee meeting attendance costs . |
| Silberman Director Pay | Chairman and CEO do not receive additional director compensation beyond NEO pay . |
Compensation Peer Group (2024)
| Peers Used for Benchmarking |
|---|
| Adtalem Global Education, Bright Horizons Family Solutions, Chegg, Graham Holdings, Grand Canyon Education, Stride (K12), Laureate Education, Pearson PLC, Perdoceo Education, 2U . |
- Company “What we do / do not do” highlights include robust performance‑based vesting criteria, double‑trigger CoC vesting, clawbacks, ownership guidelines, and prohibitions on hedging/pledging, tax gross‑ups, and option re‑pricing .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay: more than 94% approval of advisory vote on 2023 NEO compensation; ongoing engagement with ~40 institutional investors (≈34% of shares) in 2024 .
Performance & Track Record Indicators
- 2024 pay‑versus‑performance: revenue increased, net income increased, and TSR increased vs 2023, while compensation measures decreased—signaling stronger operating/market performance with restrained pay outcomes .
- 2024 financial/non‑financial goals: revenue, EBIT, diluted EPS plus strategic goals on enrollment growth, regulatory compliance, and capital allocation underpin incentive design for NEOs (Silberman excluded from annual cash plan) .
Compensation Structure Analysis
- Shift toward equity: Silberman’s non‑equity incentive fell to zero in 2023‑2024 under the amended agreement, with compensation dominated by performance‑based restricted stock (e.g., $3.25M grant in 2024) .
- Lower‑risk instrument mix: No option awards outstanding for NEOs at FY‑end 2024 (RS‑only), reducing option‑related risk and potential incentive to time exercises .
- Robust long‑term criteria: Equity vesting tied to accreditation, Title IV compliance (90/10), and cohort default rates—focusing on durability and regulatory alignment over short‑term financials .
- Ownership alignment: 5x salary ownership guideline for Chairman; anti‑hedging and anti‑pledging policies; clawback coverage .
Employment Terms (Severance & CoC Economics) — Detail
| Provision | Economics |
|---|---|
| Without‑Cause Termination | 3x salary lump sum ($2.5M), 3 years medical benefits ($63k est.), immediate RS/option vesting . |
| Change‑of‑Control (Double Trigger within 6 months) | Above severance plus $2,925,000 one‑time payment (3× last non‑equity award; based on 2022), no excise tax gross‑up . |
| Restrictive Covenants | 6‑year non‑compete; confidentiality . |
Investment Implications
- Alignment and governance: High equity weighting via performance‑based RS, stringent anti‑hedging/pledging, clawbacks, and 5x salary ownership guideline support alignment; non‑independent Chairman status is mitigated by a strong Lead Independent Director and fully independent committees .
- Retention and stability: Five‑year term through 2028 with auto‑renewals, 6‑year non‑compete, and meaningful severance/change‑of‑control protections reduce near‑term retention risk while preserving compliance‑focused performance gates .
- Trading signals: Multiple cliff‑vest dates (2025–2028) could create periodic supply overhang; absence of options and prohibition on hedging/pledging moderates forced selling pressures; monitor Form 4s around vest dates for potential insider activity .
- Pay‑for‑performance posture: Company‑wide incentives emphasize revenue/EBIT/EPS plus strategic/academic metrics; for 2024, outcomes capped at 100% despite 123.9% target achievement—suggesting disciplined pay governance; Silberman’s agreement removes annual cash incentives, concentrating exposure to long‑term equity performance and regulatory compliance .