| Fiscal Year · Summary Compensation Table Total for PEO 11 · Compensation Actually Paid to PEO 12 · Summary Compensation Table Total for PEO 21 · Compensation Actually Paid to PEO 22 · Average Summary Compensation Table Total for Non-PEO Named Executive Officers3 · Average Compensation Actually Paid to Non-PEO Named Executive Officers4 · Value of Initial Fixed $100 Investment Based On: · Net Income7 · Company- Selected Measure: Revenue8 |
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| Total Stockholder Return5 · Peer Group Total Stockholder Return6 |
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| (a) | (b1) | (c1) | (b2) | (c2) | (d) | (e) | (f) | (g) | (h) | (i) |
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| 2024 | $15,623,124 | $44,420,248 | N/A | N/A | $3,248,911 | $5,737,256 | $259 | $59 | $204,183,000 | $2,040,069,000 |
| 2023 | $9,737,733 | $9,252,934 | N/A | N/A | $2,213,728 | $1,834,039 | $137 | $50 | $126,867,000 | $1,837,358,000 |
| 2022 | $7,691,994 | $10,589,204 | N/A | N/A | $2,268,304 | $4,323,405 | $150 | $62 | $107,130,000 | $1,686,666,000 |
| 2021 | $4,716,110 | $7,778,721 | $6,017,557 | $4,382,370 | $6,273,179 | $6,051,428 | $118 | $103 | $71,451,000 | $1,536,760,000 |
| (1) | The dollar amounts reported in columns (b1) and (b2) represent the amount of total compensation reported for James J. Rhyu (“PEO 1”) and Nathaniel Davis (“PEO 2”) (our “PEOs”) for each corresponding covered fiscal year in the “Total” column of the Summary Compensation Table for each applicable year. |
| (2) | The Compensation Actually Paid to our PEOs reflects the following adjustments required by applicable SEC rules from total compensation reported in the Summary Compensation Table: |
| PEO 1 · Fiscal 2021 · Fiscal 2022 · Fiscal 2023 · Fiscal 2024 |
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| Summary Compensation Table – Total Compensation | (a) | $4,716,110 | $7,691,994 | $9,737,733 | $15,623,124 |
| - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | (b) | $2,499,642 | $5,056,893 | $7,146,186 | $12,011,113 |
| + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | (c) | $3,068,190 | $5,496,289 | $6,956,947 | $30,363,497 |
| + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | (d) | $2,004,308 | $761,586 | -$536,307 | $8,615,400 |
| + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | (e) | $31,380 | $189,978 | $323,898 | $673,144 |
| + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (f) | $458,375 | $1,506,250 | -$83,151 | $1,156,196 |
| - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | (g) | $0 | $0 | $0 | $0 |
| = | Compensation Actually Paid | | $7,778,721 | $10,589,204 | $9,252,934 | $44,420,248 |
| PEO 2 · Fiscal 2021 · Fiscal 2022 · Fiscal 2023 · Fiscal 2024 |
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| Summary Compensation Table – Total Compensation | (a) | $6,017,557 | N/A | N/A | N/A |
| - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | (b) | $2,999,828 | N/A | N/A | N/A |
| + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | (c) | $0 | N/A | N/A | N/A |
| + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | (d) | $0 | N/A | N/A | N/A |
| + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | (e) | $0 | N/A | N/A | N/A |
| + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (f) | $1,364,641 | N/A | N/A | N/A |
| - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | (g) | $0 | N/A | N/A | N/A |
| = | Compensation Actually Paid | | $4,382,370 | N/A | N/A | N/A |
For purposes of the adjustments to determine “Compensation Actually Paid,” we computed the fair value of equity awards in accordance with FASB ASC Topic 718 at the vesting date (for awards that vested at the end of or during each covered fiscal year) and at the end of the fiscal year (for awards that were outstanding and unvested as of the end of the covered fiscal year). The assumptions made in the calculation of the fair value of these equity awards did not differ materially from those disclosed as of the grant date of such equity awards.
| (3) | The dollar amounts reported in column (d) represent the average of the amounts of total compensation reported for our named executive officers (our “NEOs”) as a group (excluding our PEOs) for each covered fiscal year in the “Total” column of the Summary Compensation Table for each applicable fiscal year. The names of each NEO included for purposes of calculating the average amounts of total compensation in each covered fiscal year are as follows: |
| Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | |
| • | Donna Blackman | • | Nathaniel A. Davis | • | Nathaniel A. Davis | • | Timothy J. Medina |
| • | Todd Goldthwaite | • | Donna Blackman | • | Timothy J. Medina | • | Kevin P. Chavous |
| • | Vincent W. Mathis | • | Vincent W. Mathis | • | Vincent W. Mathis | • | Vincent W. Mathis |
| • | Les Ottolenghi | • | Les Ottolenghi | • | Les Ottolenghi | • | Shaun E. McAlmont |
| (4) | The Compensation Actually Paid to our NEOs (excluding our PEOs) on average reflects the following adjustments required by applicable SEC rules from total compensation reported in the Summary Compensation Table: |
| NEO Average · Fiscal 2021 · Fiscal 2022 · Fiscal 2023 · Fiscal 2024 |
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| Summary Compensation Table – Total Compensation | (a) | $6,273,179 | $2,268,304 | $2,213,728 | $3,248,911 |
| - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | (b) | $4,987,037 | $1,109,502 | $1,339,659 | $2,082,203 |
| + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | (c) | $3,608,070 | $835,736 | $1,304,186 | $3,793,112 |
| + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | (d) | $899,387 | $795,599 | -$64,247 | $1,035,978 |
| + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | (e) | $27,457 | $417,023 | $60,715 | $78,514 |
| NEO Average · Fiscal 2021 · Fiscal 2022 · Fiscal 2023 · Fiscal 2024 |
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| + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (f) | $230,372 | $1,116,245 | -$340,684 | $135,915 |
| - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | (g) | $0 | $0 | $0 | $472,970 |
| = | Compensation Actually Paid | | $6,051,428 | $4,323,405 | $1,834,039 | $5,737,256 |
For purposes of the adjustments to determine “Compensation Actually Paid”, we computed the fair value of equity awards in accordance with FASB ASC Topic 718 at the vesting date (for awards that vested at the end of or during each covered fiscal year), at the end of the fiscal year (for awards that were outstanding and unvested as of the end of the covered fiscal year, including equity awards granted by newly-formed indirect subsidiaries of the Company (and direct subsidiaries of K12 Management Inc.) that were outstanding and unvested as of the end of the covered fiscal year). The assumptions made in the calculation of the fair value of these equity awards did not differ materially from those disclosed as of the grant date of such equity awards.
| (5) | Total stockholder return is calculated by assuming that a $100 investment was made on the close of trading on June 30, 2020 and reinvesting all dividends until the last day of each reported fiscal year. |
| (6) | The peer group used is a select group of comparator companies, as used in the stock performance graph shown in our Annual Report on Form 10-K for the covered fiscal year. For the fiscal year ending June 30, 2024, such group was comprised of 2U, Inc., Adtalem Global Education Inc., American Public Education Inc., Perdoceo Education Corporation, Chegg, Inc., Grand Canyon Education Inc., Udemy, Inc., Pearson PLC, Strategic Education Inc., and Coursera, Inc., as presented in our Annual Report on Form 10-K for the fiscal year ending June 30, 2024. Total stockholder return is calculated by assuming that a $100 investment was made on the close of trading on June 30, 2020 and reinvesting all dividends until the last day of each reported fiscal year. |
| (7) | The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for each covered fiscal year. |
| (8) | Total revenue has been chosen as our Company Selected Measure. |
Financial Performance Measures
The financial performance measures listed below represent all of the financial performance measures that were used to determine the compensation actually paid to our NEOs in fiscal 2024:
| • | Adjusted Operating Income |
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Compensation Actually Paid and Company TSR and Peer Group TSR
The following chart illustrates the relationship between our Compensation Actually Paid and TSR and the relationship between our TSR and peer group TSR.
Compensation Actually Paid and Net Income
The following chart illustrates the relationship between our Compensation Actually Paid and Net Income.
Compensation Actually Paid and Revenue
The following chart illustrates the relationship between our Compensation Actually Paid and Revenue.
