Thomas Waite
Strategic EducationAbout G. Thomas Waite, III
G. Thomas Waite, III is an independent director of Strategic Education, Inc. and Chair of the Audit Committee. He has served on the Board since 1996 and is a Certified Public Accountant and Chartered Global Management Accountant, with a bachelor’s degree in commerce (accounting) from the University of Virginia; age 73 as of the 2025 proxy . He is the former Treasurer and Chief Financial Officer of the Humane Society of the United States (1997–Jan 2020), and previously worked in public accounting at Main LaFrentz & Company (later part of KPMG) and in real estate finance/management roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Humane Society of the United States | Treasurer & Chief Financial Officer | 1997–Jan 2020 | Senior financial leadership at global nonprofit; governance and audit experience |
| Humane Society of the United States | Controller | 1993–1997 | Financial controls and reporting leadership |
| National Housing Partnership | Director of Commercial Management | 1992 | Asset/portfolio oversight |
| Main LaFrentz & Company (KPMG predecessor) | Public Accountant | Prior to real estate roles | Foundational audit/accounting experience |
| Various Washington-area real estate firms | Controller & Asset Manager | ~14 years prior to 1992 | Financial operations and asset management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Strayer University Board of Trustees | Former Trustee | Not disclosed | Former member of the governing body of Strayer University |
| Other public company directorships | — | — | None disclosed in the 2025 proxy |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined all directors except the Chairman (Silberman) and CEO (McDonnell) are independent; Audit Committee members (including Waite) are independent under Nasdaq and Rule 10A-3 . |
| Committees | Audit Committee Chair; Audit Committee members: Waite (Chair), Johnson, Slocum, Thawley . |
| Financial Expert | Waite qualifies as an “audit committee financial expert” under SEC rules . |
| Board Meetings (2024) | Board met 4 times; each director attended at least 75% of Board and relevant committee meetings; independent directors met in executive sessions at each regular Board meeting . |
| Audit Committee Meetings (2024) | Met 5 times; held separate sessions with management, internal audit, and PwC at least quarterly; oversight of ERM and cybersecurity risk, accounting policies, quarterly releases, and SEC filings . |
| Auditor Transition | As Audit Chair, Waite oversaw the Audit Committee’s appointment of Deloitte as auditor for FY2025 and dismissal of PwC (auditor since 1993); no disagreements or reportable events disclosed . |
| Related-Party Transactions | Company reported no related-party transactions in 2024 requiring Item 404 disclosure; conflicts prohibited by Code and overseen by Audit Committee . |
| Pledging/Hedging Policy | Code prohibits insider trading, derivatives on company equity, short selling or pledging of company securities, and short-term trading . |
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 95,000 | 120,000 | — | 215,000 |
| 2024 | 95,000 | 120,000 | — | 215,000 |
- Program structure: Annual director retainer is $200,000 since April 2021, with at least 60% ($120,000) paid in restricted stock; remaining 40% ($80,000) may be cash or stock. Additional fees: Audit Committee Chair $15,000; Audit Committee members $5,000; Lead Independent Director $10,000; Compensation/Nominating Chairs $10,000; expenses reimbursed .
- Alignment: Restricted shares vest over three years, one-third per anniversary of grant .
Performance Compensation
| Element | Terms | Performance Metrics |
|---|---|---|
| Annual Restricted Stock (Director Retainer) | At least $120,000 of annual retainer in restricted stock; vests ratably over 3 years | None disclosed (time-based vesting; no performance criteria specified) |
No director-specific performance metrics (e.g., TSR/EBITDA targets) are disclosed for non-employee director equity; the structure is time-based to support long-term alignment .
Other Directorships & Interlocks
| Company | Exchange Ticker | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No public company board interlocks disclosed for Waite in 2025 proxy . |
Expertise & Qualifications
- CPA, CGMA; deep audit and financial reporting background; designated Audit Committee Financial Expert .
- Long-tenured director since 1996; prior CFO of a large nonprofit with significant governance and financial oversight responsibilities .
- Academic governance experience as former trustee at Strayer University .
Equity Ownership
| Metric | Mar 4, 2024 | Dec 31, 2024 | Mar 3, 2025 |
|---|---|---|---|
| Common Stock Beneficially Owned (#) | 13,935 | — | 15,128 |
| % of Shares Outstanding | <1% | — | <1% |
| Unvested Restricted Stock (#) | — | 2,631 | — |
- Notes: Beneficial ownership figures include restricted shares entitled to vote; the company prohibits pledging/hedging of its securities .
Governance Assessment
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Strengths
- Audit Chair with CPA credentials and SEC-designated financial expert status; active oversight of ERM and cybersecurity, regular executive sessions with auditors, and rigorous charter updates .
- Clear alignment mechanisms for directors (minimum 60% of retainer in stock; multi-year vesting) and a strict anti-pledging/hedging policy .
- Auditor transition executed under Waite’s chair with no disagreements/reportable events—signal of orderly oversight and potential refresh of audit perspective .
-
Watch items / potential investor sensitivities
- Very long board tenure (since 1996) can raise questions about perceived independence despite formal independence and expertise designations; continued refreshment elsewhere on the Board partly mitigates this .
- Attendance data disclosed at an aggregate threshold (≥75%) rather than individual rates; no specific concerns disclosed, but investors often prefer individual attendance disclosure .
-
Conflicts
- No related-party transactions disclosed for 2024; company maintains formal conflict review and approval protocols overseen by Audit Committee .