2U (TWOU)

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.

Three-year trend — total compensation per named executive

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

No insider equity transactions reported since the proxy statement.

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

Our compensation program is designed to attract and retain talented individuals who possess the skills necessary to create long-term value for our stockholders, grow our business while maintaining our dedicated focus on quality, and assist in the achievement of our strategic goals.

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.

Say-on-pay — history, company's computation

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.

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.

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.

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.

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.