Viet Dinh
Strategic EducationAbout Viet Dinh
Viet D. Dinh (age 57) is an independent director of Strategic Education, Inc. (STRA), first elected in 2023. He currently serves as Presiding Lead Independent Director and Chair of the Nominating Committee. Dinh holds a BA in government and economics and a JD from Harvard, was a Georgetown Law professor for 20 years, and served as U.S. Assistant Attorney General for Legal Policy (2001–2003). He is Special Advisor to Fox Corporation (since January 2024) and previously served as Chief Legal and Policy Officer at Fox Corporation (2018–2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Justice | Assistant Attorney General for Legal Policy | 2001–2003 | Led legal policy agenda |
| Georgetown University Law Center | Professor | 20 years (dates not specified) | Legal scholarship, governance expertise |
| Kirkland & Ellis LLP | Partner | Part of 2009–2018 period | Complex litigation/public policy matters |
| Bancroft PLLC (founded by Dinh) | Founder & Partner | Part of 2009–2018 period | Led firm on appellate/constitutional law |
| Fox Corporation | Chief Legal & Policy Officer | 2018–2023 | Led legal, regulatory and government affairs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fox Corporation | Special Advisor | Jan 2024–present | Advisory role; not a board seat |
| Twenty-First Century Fox, Inc. | Director (prior) | Dates not specified | Prior public company board service |
| Revlon, Inc. | Director (prior) | Dates not specified | Prior public company board service |
| LPL Financial Holdings, Inc. | Director (prior) | Dates not specified | Prior public company board service |
| Scientific Games Corp. (Light & Wonder, Inc.) | Director (prior) | Dates not specified | Prior public company board service |
Board Governance
- Roles: Presiding Lead Independent Director (elected April 2024); Chair, Nominating Committee .
- Independence: Board determined all directors except the Chairman and CEO are independent under Nasdaq standards; Dinh is independent .
- Attendance/Engagement: 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 regular Board meeting, presided over by the Lead Independent Director .
- Nominating Committee oversight: Establishes director qualifications, independence, governance principles, director compensation recommendations, and oversees annual Board self-assessment (32 questions); charter amended Feb 26, 2025 .
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $0 | $10,000 |
| Stock Awards (grant-date fair value) | $137,000 | $200,000 |
| All Other Compensation | $0 | $0 |
| Total | $137,000 | $210,000 |
- Program structure: Annual retainer $200,000 with at least 60% ($120,000) paid in restricted stock vesting over three years; remaining 40% ($80,000) in restricted stock or quarterly cash at director’s election .
- Additional fees: Presiding Lead Independent Director +$10,000; Nominating Chair +$10,000; Audit Chair +$15,000; Audit Committee members +$5,000 .
- Election choice: Dinh elected to receive cash-retainer portion in equity .
Performance Compensation
| Element | Disclosure | Notes |
|---|---|---|
| PSUs | None disclosed for directors | Director equity is time-based restricted stock vesting over 3 years |
| Options | None disclosed for directors | Company historically does not grant option-like instruments to NEOs in 2024; directors receive restricted stock |
| Performance metrics for director pay | None disclosed | Director pay aligns via equity retainer; performance metrics apply to NEOs, not directors |
Other Directorships & Interlocks
| Company | Current/Past | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| Fox Corporation | Current | Special Advisor | Advisory role; no related-party transactions disclosed at STRA |
| Twenty-First Century Fox, Inc. | Past | Director | Historical service only |
| Revlon, Inc. | Past | Director | Historical service only |
| LPL Financial Holdings, Inc. | Past | Director | Historical service only |
| Scientific Games (Light & Wonder) | Past | Director | Historical service only |
- Related-party transactions: None requiring disclosure for fiscal 2024; conflicts managed under Code of Business Conduct . None reported for fiscal 2023 as well .
Expertise & Qualifications
- Legal/regulatory leadership (DoJ AAG, Fox Corporation CLPO), corporate governance, and policy expertise; deep familiarity with STRA as prior outside general counsel .
- Academic leadership and teaching credentials (Georgetown Law, 20 years) .
Equity Ownership
| Item | Amount | Date/Context |
|---|---|---|
| Total beneficial ownership (shares) | 20,020 | As of March 3, 2025 |
| Unvested restricted stock (shares) | 3,096 | As of Dec 31, 2024 |
| Shares outstanding | 24,654,185 | Record date March 3, 2025 |
| Ownership as % of shares outstanding | 0.081% (20,020 / 24,654,185) | Calculated from cited data |
| Hedging/pledging | Prohibited by Code (no hedging, pledging, short sales, margin) | Applies to directors |
| Stock ownership guidelines | Directors must own shares equal to 5x the maximum cash retainer within 5 years of election | Board reviews compliance periodically |
Governance Assessment
- Strengths: Independent Lead Director role consolidates independent oversight (authority to call independent meetings, approve Board information, and engage with stockholders) ; active chairing of Nominating enhances board composition, independence, and evaluation rigor . High attendance and independent executive sessions reinforce board effectiveness .
- Alignment: Substantial equity component in director pay (60%+ restricted stock), additional leadership fees modest, and strict anti-hedging/pledging policy support long-term alignment .
- Shareholder signals: Strong Say-on-Pay approvals (94%+ in 2024; 92%+ in 2023) indicate investor confidence in compensation governance .
- Conflicts/Red flags: No related-party transactions disclosed for 2024 and 2023 ; outside board service limits/policies and notification requirements mitigate overboarding risks . Note external advisory role at Fox Corporation; no STRA-related transactions disclosed .