CEO Paul Lalljie was paid $2,786,791 in fiscal year 2023, ↓ down 53.4% from fiscal year 2022, the 7th percentile of its disclosed peer group (SEC filing 0001459417-24-000026 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$5,329,474 Christopher Paucek total, FY2023 Former Chief Executive Officer — highest-paid officer; CEO Paul Lalljie: $2,786,791 | 7th CEO (Paul Lalljie) pay percentile vs peers | 119:1 CEO-to-median pay ratio | 94.61% Say-on-pay support, latest vote |
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| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Christopher Paucek | $750,000 | $0 | $4,569,574 | $0 | $0 | $0 | $9,900 | $5,329,474 |
| Former Chief Executive Officer | ||||||||
| Paul Lalljie | 580,192 | 0 | 2,193,399 | 0 | 0 | 0 | 13,200 | 2,786,791 |
| Chief Executive Officer | ||||||||
| Matthew Norden | 458,962 | 0 | 913,918 | 0 | 0 | 0 | 28,227 | 1,401,107 |
| Chief Financial Officer and Chief Legal Officer | ||||||||
| Harsha Mokkarala | 435,000 | 0 | 816,876 | 0 | 0 | 0 | 13,200 | 1,265,076 |
| Former Chief Revenue Officer | ||||||||
| Aaron McCullough | 205,962 | 200,000 | 851,614 | 0 | 0 | 0 | 0 | 1,257,576 |
| President, Alternative Credential Segment | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2023 total | FY2022 total | FY2021 total | Δ FY2022→2023 |
|---|---|---|---|---|
| Christopher Paucek | $5,329,474 | $11,935,832 | $17,406,594 | ↓ −6,606,358 |
| Paul Lalljie | 2,786,791 | 5,982,634 | 8,827,245 | ↓ −3,195,843 |
| Matthew Norden | 1,401,107 | 2,821,305 | 4,210,020 | ↓ −1,420,198 |
| Harsha Mokkarala | 1,265,076 | 2,841,829 | — | ↓ −1,576,753 |
| Aaron McCullough | 1,257,576 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2023 total |
|---|---|---|
| Alexis Maybank | Former director (through FY2023) | $34,842 |
| Coretha M. Rushing | Independent Director | $141,236 |
| Earl Lewis | Independent Director | $136,236 |
| Edward S. Macias | Independent Director | $138,861 |
| Gregory K. Peters | Former director (through FY2023) | $35,467 |
| John M. Larson | Independent Director | $138,111 |
| Paul A. Maeder | Chair of the Board | $227,736 |
| Robert M. Stavis | Independent Director | $141,861 |
| Sallie L. Krawcheck | Former director (through FY2023) | $33,592 |
| Timothy M. Haley | Independent Director | $152,736 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Paul Lalljie | RSU | 2023-03-27 | — | — | 178,603 | — | $1,207,356 |
| Christopher Paucek | PSU | 2023-02-15 | 9,140 | 18,280 | — | 36,560 | 203,456 |
| Matthew Norden | PSU | 2023-03-27 | 9,095 | 30,318 | — | 45,477 | 216,774 |
| Matthew Norden | RSU | 2023-03-27 | — | — | 74,417 | — | 503,059 |
| Harsha Mokkarala | PSU | 2023-02-15 | 3,445 | 6,890 | — | 13,780 | 76,686 |
| Harsha Mokkarala | RSU | 2023-03-27 | — | — | 74,417 | — | 503,059 |
| Paul Lalljie | PSU | 2023-02-15 | 16,537 | 33,074 | — | 66,148 | 368,114 |
| Harsha Mokkarala | PSU | 2023-02-15 | 914 | 1,829 | — | 3,658 | 20,357 |
| Paul Lalljie | PSU | 2023-02-15 | 4,387 | 8,775 | — | 17,550 | 97,666 |
| Paul Lalljie | PSU | 2023-03-27 | 21,829 | 72,764 | — | 109,146 | 520,263 |
| Aaron McCullough | RSU | 2023-07-11 | — | — | 215,054 | — | 851,614 |
| Matthew Norden | PSU | 2023-02-15 | 6,890 | 13,781 | — | 27,562 | 153,383 |
| Matthew Norden | PSU | 2023-02-15 | 1,828 | 3,657 | — | 7,314 | 40,702 |
| Christopher Paucek | PSU | 2023-02-15 | 34,452 | 68,905 | — | 137,810 | 766,913 |
| Harsha Mokkarala | PSU | 2023-03-27 | 9,095 | 30,318 | — | 45,477 | 216,774 |
| Christopher Paucek | RSU | 2023-03-27 | — | — | 372,089 | — | 2,515,322 |
| Christopher Paucek | PSU | 2023-03-27 | 45,477 | 151,592 | — | 227,388 | 1,083,883 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Paul Lalljie | $1,207,356 | $986,043 | $0 | 45.0% |
| Christopher Paucek | 2,515,322 | 2,054,252 | 0 | 45.0% |
| Matthew Norden | 503,059 | 410,859 | 0 | 45.0% |
| Harsha Mokkarala | 503,059 | 313,817 | 0 | 38.4% |
| Aaron McCullough | 851,614 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Christopher Paucek | PSU | 172,264 | — | $211,885 |
| Paul Lalljie | PSU | 49,612 | — | 61,023 |
| Christopher Paucek | PSU | 68,905 | — | 84,753 |
| Harsha Mokkarala | PSU | 55,813 | — | 68,650 |
| Matthew Norden | PSU | 55,813 | — | 68,650 |
| Paul Lalljie | PSU | 33,074 | — | 40,681 |
| Paul Lalljie | PSU | 82,687 | — | 101,705 |
| Matthew Norden | PSU | 3,831 | — | 4,712 |
| Christopher Paucek | PSU | 279,067 | — | 343,252 |
| Christopher Paucek | PSU | 9,139 | — | 11,241 |
| Christopher Paucek | PSU | 103,358 | — | 127,130 |
| Harsha Mokkarala | PSU | 10,335 | — | 12,712 |
| Paul Lalljie | PSU | 133,952 | — | 164,761 |
| Christopher Paucek | Option | 36,450 | 84.03 | — |
| Aaron McCullough | PSU | 143,370 | — | 176,345 |
| Harsha Mokkarala | PSU | 46,341 | — | 56,999 |
| Matthew Norden | PSU | 34,452 | — | 42,376 |
| Harsha Mokkarala | PSU | 17,226 | — | 21,188 |
| Christopher Paucek | PSU | 8,926 | — | 10,979 |
| Matthew Norden | PSU | 20,671 | — | 25,425 |
| Matthew Norden | PSU | 1,828 | — | 2,248 |
| Christopher Paucek | PSU | 19,155 | — | 23,561 |
| Matthew Norden | PSU | 13,781 | — | 16,951 |
| Harsha Mokkarala | PSU | 6,890 | — | 8,475 |
| Paul Lalljie | PSU | 9,194 | — | 11,309 |
| Harsha Mokkarala | PSU | 914 | — | 1,124 |
| Paul Lalljie | PSU | 4,387 | — | 5,396 |
| Harsha Mokkarala | PSU | 1,915 | — | 2,355 |
The Company's compensation program is designed to attract and retain talented individuals, reward achievement of business objectives, and align the interests of NEOs with stockholders through a pay-for-performance philosophy that heavily weights at-risk compensation.
| CEO STI target (% of salary) | 115% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Willis Towers Watson |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2024 | 2024-05-20 | 32,742,427 | 1,863,721 | 117,089 | 94.61% | Passed |
| 2023 | 2023-06-06 | 54,644,687 | 7,278,684 | 56,348 | 88.25% | Passed |
| 2022 | 2022-06-08 | 19,770,283 | 39,359,416 | 88,809 | 33.39% | Failed |
| 2021 | 2021-06-03 | 54,837,519 | 2,988,552 | 84,953 | 94.83% | Passed |
| 2020 | 2020-06-23 | 46,607,224 | 792,317 | 67,395 | 98.33% | Passed |
| 2019 | 2019-06-26 | 19,378,470 | 31,058,842 | 177,038 | 38.29% | Failed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2024 | 2024-05-20 | 94.61%a |
| 2023 | 2023-06-06 | 88.25%b |
| 2022 | 2022-06-08 | 33.39%c |
a. Approved under the standard stated in the filing — “What vote is required to approve each item? For each of the proposals, the applicable voting recommendation, and treatment of abstentions and broker-non votes are as follows: Voting Item Voting Standard Treatment of Abstentions Treatment of Broker Non-Votes 1 Election of Directors Majority of votes cast No effect No effect 2 Advisory Approval of Compensation of our Named Executive Officers Majority of votes present or represented by proxy at the Meeting Same effect as votes "AGAINST" No effect 3 Ratification of Appointment of KPMG LLP Majority of votes present or represented by proxy at the Meeting Same effect as votes "AGAINST" Not applicable as brokers generally have discretion to vote 4 Approval of Amendments to our Certificate of Incorporation to effect a Reverse Stock Split Majority of votes cast No effect Not applicable as brokers generally have discretion to vote A "broker non-vote" occurs when a broker, bank or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.”.
b. Approved under the standard stated in the filing — “What vote is required to approve each item? For each of the proposals, the applicable voting recommendation, and treatment of abstentions and broker-non votes are as follows: Voting Item Voting Standard Treatment of Abstentions Treatment of Broker Non-Votes 1 Election of Directors Majority of votes cast No effect No effect 2 Advisory Approval of Compensation of our Named Executive Officers Majority of votes present or represented by proxy at the Meeting Same effect as votes "AGAINST" No effect 3 Ratification of Appointment of KPMG LLP Majority of votes present or represented by proxy at the Meeting Same effect as votes "AGAINST" Not applicable as brokers generally have discretion to vote 4 Approval of an amendment to our Employee Stock Purchase Plan to increase authorized shares Majority of votes present or represented by proxy at the Meeting Same effect as votes "AGAINST" No effect 5 Approval of an amendment to our Certificate of incorporation to permit the exculpation of officers Affirmative vote of at least 66 2/3% of the outstanding shares of our common stock entitled to vote at the Meeting Same effect as votes "AGAINST" Same effect as votes "AGAINST" A "broker non-vote" occurs when a broker, bank or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.”.
c. Approved under the standard stated in the filing — “Abstentions and broker non-votes, if any, will have the same effect as a vote "against" this proposal.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | 119 : 1 |
|---|---|
| CEO total compensation | $2,786,791 |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Paul A. MaederIndependent · Board Chair · Compensation · Audit | $153,375 | $74,361 | — | — | — | $227,736 |
| Timothy M. HaleyIndependent · Compensation · Audit · Nominating and Corporate Governance | 78,375 | 74,361 | — | — | — | 152,736 |
| Robert M. StavisIndependent · Compensation · Audit | 67,500 | 74,361 | — | — | — | 141,861 |
| Coretha M. RushingIndependent · Audit · Nominating and Corporate Governance · Compensation | 66,875 | 74,361 | — | — | — | 141,236 |
| Edward S. MaciasIndependent · Nominating and Corporate Governance · Board of Directors (Chair) · Audit · Compensation | 64,500 | 74,361 | — | — | — | 138,861 |
| John M. LarsonIndependent · Nominating and Corporate Governance · Compensation · Not standing for re-election | 63,750 | 74,361 | — | — | — | 138,111 |
| Earl LewisIndependent · Nominating and Corporate Governance · Compensation | 61,875 | 74,361 | — | — | — | 136,236 |
| Gregory K. PetersIndependent · Departed during FY | 16,875 | 18,592 | — | — | — | 35,467 |
| Alexis MaybankIndependent · Departed during FY | 16,250 | 18,592 | — | — | — | 34,842 |
| Sallie L. KrawcheckIndependent · Audit · Nominating and Corporate Governance · Compensation · Departed during FY | 15,000 | 18,592 | — | — | — | 33,592 |
| Paul S. LalljieEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $55,000 |
|---|---|
| Annual equity retainer | $21,246 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 25,000 / 15,000 / 11,000 |
| Stock ownership guideline | 3x annual cash retainer |
| Component | FY2023 |
|---|---|
| Cash retainers and fees | $604,375 |
| Equity awards (grant-date value) | $576,303 |
| All other compensation | $0 |
| Total cost of the board | $1,180,678 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies 2U names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including 2U.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Coursera | 2025 | Gregory Hart | $540,833 | $14,629,466 | $23,644,105 | $570,467 | $39,387,371 |
| 2 | New Relic | 2023 | William Staples | 585,000 | 22,261,124 | 0 | 367,088 | 23,214,892 |
| 3 | Stride | 2025 | James Rhyu | 1,000,000 | 16,860,903 | 0 | 3,619,426 | 21,496,095 |
| 4 | Paylocity Holdings | 2025 | Toby Williams | 680,960 | 16,319,530 | 0 | 951,471 | 18,044,482 |
| 5 | Coupa Software | 2022 | Robert Bernshteyn | 687,500 | 16,536,637 | 0 | 525,000 | 17,928,137 |
| 6 | Workiva | 2025 | Julie Iskow | 625,000 | 14,000,031 | 0 | 937,500 | 15,640,220 |
| 7 | Guidewire Software | 2025 | Mike Rosenbaum | 750,000 | 12,280,203 | 0 | 975,000 | 14,012,061 |
| 8 | PowerSchool Holdings, Inc. | 2023 | Hardeep Gulati | 500,000 | 12,756,671 | 0 | 642,750 | 13,914,272 |
| 9 | Laureate Education | 2025 | Eilif Serck-Hanssen | 1,000,000 | 8,343,934 | 0 | 1,606,800 | 10,975,343 |
| 10 | Verint Systems | 2025 | Dan Bodner | 807,775 | 9,371,528 | 0 | 532,142 | 10,825,132 |
| 11 | Blackbaud | 2025 | Michael Gianoni | 800,031 | 5,206,285 | 0 | 0 | 6,022,250 |
| 12 | Strategic Education | 2025 | Karl McDonnell | 1,018,009 | 3,250,000 | 0 | 1,393,558 | 5,672,067 |
| 13 | Chegg | 2025 | Dan Rosensweig | 850,000 | 4,070,000 | 0 | 0 | 4,934,000 |
| 14 | 2U | 2023 | Paul Lalljie | 580,192 | 2,193,399 | 0 | 0 | 2,786,791 |
| 15 | Grand Canyon Education | 2025 | Brian Mueller | 321,000 | 1,211,668 | 0 | 481,500 | 2,020,867 |
| 16 | LivePerson | 2025 | John Sabino | 0 | 0 | 0 | 0 | 0 |
| — | Adtalem Global Education | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| 2U | not disclosed | PRSU 55 · RSU 45 | No | Willis Towers Watson |
| Adtalem Global Education | not disclosed | not disclosed | not disclosed | not disclosed |
| Blackbaud | not disclosed | not disclosed | No | Compensia, Inc. |
| Chegg | not disclosed | PSU 70 · RSU 30 | No | Aon |
| Coupa Software | 100% | PSU 60 · RSU 40 | No | Compensia, Inc. and Semler Brossy Consulting Group |
| Coursera | 106.3% | not disclosed | No | Compensia, Inc. |
| Grand Canyon Education | 150% | RSU 100 | not disclosed | Mercer |
| Guidewire Software | 130% | RSU 50 · PRSU 50 | No | Semler Brossy |
| Laureate Education | not disclosed | not disclosed | not disclosed | Meridian Compensation Partners, LLC |
| LivePerson | not disclosed | not disclosed | not disclosed | Third-party compensation consultant |
| New Relic | 62.8% | RSU 50 · PSU 50 | No | Compensia |
| Paylocity Holdings | 138% | RSU 50 · PSU 33 · MSU 17 | No | Compensia |
| PowerSchool Holdings, Inc. | 92% | PRSU 75 · RSU 25 | No | Compensation Advisory Partners LLC |
| Strategic Education | 108.8% | RSU 100 | not disclosed | Equilar, Inc. |
| Stride | 181% | PSU 60 · RSA 40 | No | Compensia |
| Verint Systems | 65% | PSU 60 · RSU 40 | Yes — Relative TSR | Willis Towers Watson |
| Workiva | 120% | RSU 70 · PSU 30 | No | Alpine Rewards LLC |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Christopher Paucek | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Executive compensation tables” · page 64. As printed: 5,329,474. Filing ↗machine: r11 · c27 · span 995202–995211 |
| 2 | Section 01, Paul Lalljie | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Executive compensation tables” · page 64. As printed: 2,786,791. Filing ↗machine: r2 · c27 · span 974167–974176 |
| 3 | Section 01, Matthew Norden | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Executive compensation tables” · page 64. As printed: 1,401,107. Filing ↗machine: r5 · c27 · span 981139–981148 |
| 4 | Section 01, Harsha Mokkarala | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Executive compensation tables” · page 64. As printed: 1,265,076. Filing ↗machine: r14 · c27 · span 1002373–1002382 |
| 5 | Section 01, Aaron McCullough | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Executive compensation tables” · page 64. As printed: 1,257,576. Filing ↗machine: r8 · c27 · span 988268–988277 |
| 6 | Section 03, Paul Lalljie RSU | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t137 · r3 · c1 · span 846476–846483 |
| 7 | Section 03, Christopher Paucek PSU | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗ |
| 8 | Section 03, Matthew Norden PSU | DEF 14A | — | 0001459417-24-000026 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 9 | Section 03, Matthew Norden RSU | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t137 · r4 · c1 · span 848668–848674 |
| 10 | Section 03, Harsha Mokkarala PSU | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t169 · r37 · c7 · span 1269054–1269059 |
| 11 | Section 03, Harsha Mokkarala RSU | DEF 14A | — | 0001459417-24-000026 | Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t137 · r7 · c1 · span 855827–855833 |
| 12 | Section 03, Paul Lalljie PSU | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t167 · r11 · c7 · span 1162666–1162672 |
| 13 | Section 03, Harsha Mokkarala PSU | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗ |
| 14 | Section 03, Paul Lalljie PSU | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗ |
| 15 | Section 03, Paul Lalljie PSU | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗ |
| 16 | Section 03, Aaron McCullough RSU | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t165 · r14 · c17 · span 1099706–1099713 |
| 17 | Section 03, Matthew Norden PSU | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t167 · r29 · c7 · span 1193994–1194000 |
| 18 | Section 03, Matthew Norden PSU | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗ |
| 19 | Section 03, Christopher Paucek PSU | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t169 · r20 · c7 · span 1240333–1240339 |
| 20 | Section 03, Harsha Mokkarala PSU | DEF 14A | — | 0001459417-24-000026 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 21 | Section 03, Christopher Paucek RSU | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t137 · r6 · c1 · span 853355–853362 |
| 22 | Section 03, Christopher Paucek PSU | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗ |
| 23 | Section 07, pay ratio | DEF 14A | — | 0001459417-24-000026 | Section “CEO Pay Ratio”. As printed: 119 : 1.machine: span 1366240–1366245 |
| 24 | Section 08, Paul A. Maeder | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Director Compensation”. As printed: 227,736. Filing ↗machine: span 527269–527522 |
| 25 | Section 08, Timothy M. Haley | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Director Compensation”. As printed: 152,736. Filing ↗machine: span 520040–520291 |
| 26 | Section 08, Robert M. Stavis | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Director Compensation”. As printed: 141,861. Filing ↗machine: span 533198–533485 |
| 27 | Section 08, Coretha M. Rushing | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Director Compensation”. As printed: 141,236. Filing ↗machine: span 531613–531866 |
| 28 | Section 08, Edward S. Macias | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Director Compensation”. As printed: 138,861. Filing ↗machine: span 525822–526075 |
| 29 | Section 08, John M. Larson | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Director Compensation”. As printed: 138,111. Filing ↗machine: span 522932–523185 |
| 30 | Section 08, Earl Lewis | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Director Compensation”. As printed: 136,236. Filing ↗machine: span 524374–524627 |
| 31 | Section 08, Gregory K. Peters | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Director Compensation”. As printed: 35,467. Filing ↗machine: span 530163–530415 |
| 32 | Section 08, Alexis Maybank | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Director Compensation”. As printed: 34,842. Filing ↗machine: span 528715–528967 |
| 33 | Section 08, Sallie L. Krawcheck | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Director Compensation”. As printed: 33,592. Filing ↗machine: span 521487–521739 |
| 34 | Section 08, Paul S. Lalljie | DEF 14A | 2024-04-08 | 0001459417-24-000026 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 35 | Section 06, 2024 vote | Form 8-K | 2024-05-22 | 0001459417-24-000047 | Item 5.07 · say-on-pay result. As reported: 94.61% (votes for as printed: 32,742,427). Filing ↗ |
| 36 | Section 06, 2023 vote | Form 8-K | 2023-06-09 | 0001193125-23-164428 | Item 5.07 · say-on-pay result. As reported: 88.25% (votes for as printed: 54,644,687). Filing ↗ |
| 37 | Section 06, 2022 vote | Form 8-K | 2022-06-10 | 0001193125-22-172004 | Item 5.07 · say-on-pay result. As reported: 33.39% (votes for as printed: 19,770,283). Filing ↗machine: span 27340–29525 |
| 38 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 39 | Section 03b vehicle mix (computed) | Computed | — | — | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 40 | Section 09b board cost (computed) | Computed | — | — | Cash 604,375 + equity 576,303 + all other 0 = 1,180,678, summed across the director compensation table rows.machine: formula: Σ = 1,180,678 |
| 41 | Coursera, Section 10b CEO total | DEF 14A | 2026-05-11 | 0001651562-26-000036 | CEO total compensation as printed in Coursera's own proxy. As printed: 39,387,371. Filing ↗machine: r3 · c33 · span 735414–735424 |
| 42 | New Relic, Section 10b CEO total | DEF 14A | 2023-06-30 | 0001448056-23-000042 | CEO total compensation as printed in New Relic's own proxy. As printed: 23,214,892. Filing ↗machine: r2 · c48 · span 718611–718621 |
| 43 | Stride, Section 10b CEO total | DEF 14A | 2025-10-24 | 0001140361-25-039264 | CEO total compensation as printed in Stride's own proxy. As printed: 21,496,095. Filing ↗machine: r2 · c22 · span 1185717–1185728 |
| 44 | Paylocity Holdings, Section 10b CEO total | DEF 14A | 2025-10-23 | 0001591698-25-000102 | CEO total compensation as printed in Paylocity Holdings's own proxy. As printed: 18,044,482. Filing ↗machine: t90 · r2 · c24 · span 674330–674340 |
| 45 | Coupa Software, Section 10b CEO total | DEF 14A | 2022-04-11 | 0001385867-22-000017 | CEO total compensation as printed in Coupa Software's own proxy. As printed: 17,928,137. Filing ↗machine: span 638429–638439 |
| 46 | Workiva, Section 10b CEO total | DEF 14A | 2026-04-17 | 0001445305-26-000030 | CEO total compensation as printed in Workiva's own proxy. As printed: 15,640,220. Filing ↗machine: span 1433486–1433496 |
| 47 | Guidewire Software, Section 10b CEO total | DEF 14A | 2025-10-30 | 0001528396-25-000233 | CEO total compensation as printed in Guidewire Software's own proxy. As printed: 14,012,061. Filing ↗machine: r3 · c21 · span 777771–777781 |
| 48 | PowerSchool Holdings, Inc., Section 10b CEO total | DEF 14A | 2024-04-04 | 0001140361-24-017804 | CEO total compensation as printed in PowerSchool Holdings, Inc.'s own proxy. As printed: 13,914,272. Filing ↗machine: r2 · c27 · span 534355–534366 |
| 49 | Laureate Education, Section 10b CEO total | DEF 14A | 2026-04-09 | 0001628280-26-024338 | CEO total compensation as printed in Laureate Education's own proxy. As printed: 10,975,343. Filing ↗machine: r4 · c24 · span 469288–469298 |
| 50 | Verint Systems, Section 10b CEO total | DEF 14A | 2025-05-08 | 0001166388-25-000085 | CEO total compensation as printed in Verint Systems's own proxy. As printed: 10,825,132. Filing ↗machine: t40 · r3 · c16 · span 735065–735075 |
| 51 | Blackbaud, Section 10b CEO total | DEF 14A | 2026-04-21 | 0001280058-26-000009 | CEO total compensation as printed in Blackbaud's own proxy. As printed: 6,022,250. Filing ↗machine: span 1051214–1051223 |
| 52 | Strategic Education, Section 10b CEO total | DEF 14A | 2026-03-11 | 0001104659-26-026380 | CEO total compensation as printed in Strategic Education's own proxy. As printed: 5,672,067. Filing ↗machine: span 569797–569806 |
| 53 | Chegg, Section 10b CEO total | DEF 14A | 2026-04-28 | 0001364954-26-000040 | CEO total compensation as printed in Chegg's own proxy. As printed: 4,934,000. Filing ↗machine: t129 · r3 · c15 · span 719980–719989 |
| 54 | 2U (subject), Section 10b CEO total | DEF 14A | 2024-04-08 | 0001459417-24-000026 | CEO total compensation as printed in 2U's own proxy. As printed: 2,786,791. Filing ↗machine: r2 · c27 · span 974167–974176 |
| 55 | Grand Canyon Education, Section 10b CEO total | DEF 14A | 2026-04-23 | 0001104659-26-047719 | CEO total compensation as printed in Grand Canyon Education's own proxy. As printed: 2,020,867. Filing ↗machine: span 873029–873038 |
| 56 | LivePerson, Section 10b CEO total | DEF 14A | 2025-05-22 | 0001102993-25-000068 | CEO total compensation as printed in LivePerson's own proxy. As printed: 0. Filing ↗ |
| 57 | Section 10a, Chegg reciprocity | DEF 14A | — | 0001364954-26-000040 | Chegg's most recent proxy was read; its disclosed peer group does not include 2U. Filing ↗ |
| 58 | Section 10a, PowerSchool Holdings, Inc. reciprocity | DEF 14A | — | 0001140361-24-017804 | PowerSchool Holdings, Inc.'s most recent proxy was read; its disclosed peer group does not include 2U. Filing ↗ |
| 59 | Section 10a, Coursera reciprocity | DEF 14A | — | 0001651562-26-000036 | Coursera's most recent proxy was read; its disclosed peer group does not include 2U. Filing ↗ |
| 60 | Section 10a, Laureate Education reciprocity | DEF 14A | — | 0001628280-26-024338 | Laureate Education's most recent proxy was read; its disclosed peer group does not include 2U. Filing ↗ |
| 61 | Section 10a, Paylocity Holdings reciprocity | DEF 14A | — | 0001591698-25-000102 | Paylocity Holdings's most recent proxy was read; its disclosed peer group does not include 2U. Filing ↗ |
| 62 | Section 10a, Blackbaud reciprocity | DEF 14A | — | 0001280058-26-000009 | Blackbaud's most recent proxy was read; its disclosed peer group does not include 2U. Filing ↗ |
| 63 | Section 10a, Coupa Software reciprocity | DEF 14A | — | 0001385867-22-000017 | Coupa Software's most recent proxy was read; its disclosed peer group does not include 2U. Filing ↗ |
| 64 | Section 10a, Guidewire Software reciprocity | DEF 14A | — | 0001528396-25-000233 | Guidewire Software's most recent proxy was read; its disclosed peer group does not include 2U. Filing ↗ |
| 65 | Section 10a, LivePerson reciprocity | DEF 14A | — | 0001102993-25-000068 | LivePerson's most recent proxy was read; its disclosed peer group does not include 2U. Filing ↗ |
| 66 | Section 10a, Stride reciprocity | DEF 14A | — | 0001140361-25-039264 | Stride's most recent proxy was read; its disclosed peer group does not include 2U. Filing ↗ |
| 67 | Section 10a, Verint Systems reciprocity | DEF 14A | — | 0001166388-25-000085 | Verint Systems's most recent proxy was read; its disclosed peer group does not include 2U. Filing ↗ |
| 68 | Section 10a, New Relic reciprocity | DEF 14A | — | 0001448056-23-000042 | New Relic's most recent proxy was read; its disclosed peer group does not include 2U. Filing ↗ |
| 69 | Section 10a, Strategic Education reciprocity | DEF 14A | — | 0001104659-26-026380 | Strategic Education's most recent proxy was read; its disclosed peer group does not include 2U. Filing ↗ |
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