William Slocum

About William J. Slocum

William J. Slocum, age 47, is an independent director of Strategic Education, Inc. (STRA) elected in April 2021. He serves on the Audit and Compensation Committees and is designated an Audit Committee Financial Expert based on his education, experience, and background. Slocum is Managing Partner and founder of Presidio Gate Capital (est. 2024) and previously was an investment partner at Inclusive Capital Partners (2020–2024). He holds a BA in economics from Williams College (Phi Beta Kappa, magna cum laude) and an MBA, with distinction, from Harvard Business School .

Past Roles

External Roles

Board Governance

• Independence: Board determined all directors except Messrs. Silberman and McDonnell are independent; Slocum is independent under Nasdaq standards .
• Committee assignments: Audit (member; financial expert) and Compensation (member) .
• Chair roles: None; Audit Chair is G. Thomas Waite III; Compensation Chair is Rita D. Brogley; Presiding Lead Independent Director is Viet D. Dinh .
• Attendance: Board met 4 times in 2024; each director attended at least 75% of Board and applicable Committee meetings. Audit met 5 times; Compensation met 4; Nominating met 3 .
• Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting, presided by the Presiding Lead Independent Director .

Fixed Compensation

• Program structure: Annual retainer $200,000 with at least 60% ($120,000) paid in restricted stock; remaining 40% ($80,000) director’s choice of restricted stock or cash (quarterly). Restricted shares vest one-third annually over 3 years; potential vesting waiver for departures after ≥5 years of Board service. Additional fees: Presiding Lead Independent Director $10,000; Audit Chair $15,000; Compensation/Nominating Chairs $10,000; Audit Committee members $5,000. Directors receive expense reimbursement; restricted shares receive dividends if declared .

Note: Cash fees reflect committee fees and any cash portion of the retainer; stock awards represent grant-date fair value based on closing price per FASB ASC 718 . Fee schedule detailed above .

Performance Compensation

• Directors: No performance-based cash or option awards disclosed for non-employee directors; compensation is retainer-based with time-vested restricted stock. No options granted to directors; equity vests over three years with annual installments .

Other Directorships & Interlocks

Policies mitigating conflicts:

• Code prohibits conflicts of interest and requires pre-approval of any related-party engagements; no related-party transactions in FY2024 .
• Directors must notify the Nominating Chair before accepting new public company directorships; limit of ≤4 other public company boards without approval .

Expertise & Qualifications

• Financial expertise: Audit Committee Financial Expert designation; deep investing and portfolio management background .
• Strategy and operations: Strategy consulting (Bain), investment committee roles; governance experience across private/public boards .
• Education: Williams College BA in economics (Phi Beta Kappa, magna cum laude); Harvard Business School MBA (with distinction) .

Equity Ownership

Alignment and safeguards:

• Ownership guidelines: Independent directors must own shares equal to 5x maximum cash portion of annual retainer within five years of election (i.e., 5×$80,000 guideline baseline); Board reviews compliance over time; individual compliance status not disclosed .
• Hedging/pledging: Prohibited for directors; no short sales or margin purchases permitted .

Governance Assessment

• Strengths:

  • Independence and engagement: Independent director with Audit and Compensation Committee roles; Board and committees composed entirely of independent directors for these committees .
  • Financial oversight: Audit Committee Financial Expert designation; Audit Committee met 5 times in 2024; robust risk, cybersecurity, and ERM oversight .
  • Ownership alignment: Mandatory equity component (≥60%) of annual director retainer with multi-year vesting; dividends accrue on restricted shares .
  • Conflict controls: No related-party transactions in 2024; comprehensive Code prohibiting hedging/pledging; formal conflict review and director workload limits .

• Watch items:

  • External investing affiliation: Founder of a strategic-block investing firm (Presidio Gate Capital). While no STRA-related conflicts are disclosed, continued monitoring for potential conflicts with STRA stakeholders is prudent; company policy requires pre-approval and conflict review .
  • Ownership guideline compliance: Individual compliance status vs. 5× cash retainer not disclosed; beneficial ownership is modest in share count; ongoing tracking advisable .

• Compensation governance signals:

  • Director pay mix balances cash with time-vested equity; modest committee fees; no option grants or performance metrics for directors; retainer equity vests over three years, supporting long-term alignment .
  • Strong shareholder engagement and majority independent board with Presiding Lead Independent Director; executive pay received 94% say‑on‑pay support in 2024 (context for compensation governance quality) .

Overall, Slocum’s profile supports board effectiveness through financial acumen and committee participation, with low apparent conflict risk and standard director pay/ownership alignment structures under robust governance policies .