Document

DEF 14A 1 a2021proxystatement.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )


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2U, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice of 2021

Annual Meeting of Stockholders

and Proxy Statement

Thursday, June 3, 2021 — 3:00 P.M., Eastern Time

Online only at: www.virtualshareholdermeeting.com/TWOU2021



“I sit here today steadfast and confident in our collective resilience and strength.”

April 19, 2021

Dear Fellow Stockholder:

I am pleased to invite you to attend our 2021 Annual Meeting of Stockholders, to be held virtually on June 3, 2021 at 3:00 p.m., Eastern Time. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/TWOU2021, where you will be able to listen to the meeting live, submit questions and vote online.

Details regarding the Annual Meeting and the various matters to be acted upon during the Annual Meeting are described in the accompanying Notice of 2021 Annual Meeting of Stockholders and the proxy statement.

We have elected to provide our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. We will send stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) with instructions for accessing the proxy materials, including our proxy statement and Annual Report to Stockholders and a list of the matters to be considered at the meeting. The Notice will also provide instructions on how to vote your shares and how to request a paper copy of the proxy materials by mail.

You can ensure that your shares are represented at the Annual Meeting by promptly voting over the Internet, voting by telephone or by completing and mailing a proxy or voting card if you receive printed proxy materials. If you hold shares through a broker or other nominee in “street name,” you will need to follow the voting instructions provided by your broker or nominee.

On behalf of the Board of Directors of 2U, Inc., I would like to express our appreciation for your ownership and continued support of 2U, Inc. We look forward to speaking with you at the Annual Meeting.

Sincerely,

CHRISTOPHER “CHIP” PAUCEK

Co-Founder & Chief Executive Officer

Notice of 2021 annual meeting
of stockholders.



Date & Time June 3, 2021 (Thursday) 3:00 p.m. (Eastern Time)	Location Online at: www.virtualshareholdermeeting.com/TWOU2021	Who Can Vote Stockholders as of April 9, 2021 are entitled to vote

Stockholders of 2U, Inc.:

The 2021 Annual Meeting of Stockholders (the “Meeting”) of 2U, Inc. (the “Company”) will be held virtually via live webcast at: www.virtualshareholdermeeting.com/TWOU2021 on June 3, 2021, beginning at 3:00 p.m., Eastern Time. You will be able to attend the Meeting online, vote and submit your questions at the website listed above during the Meeting. We are holding the Meeting for the following purposes, which are more fully described in the accompanying proxy statement:

Voting Matters:


Proposals			For Further Details
1.To elect four Class I directors, nominated by the Board of Directors of the Company, to serve on the Board of Directors until the Company’s 2024 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal			Page 12
2.To approve, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers			Page 35
3.To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2021 fiscal year			Page 57
4.To consider a stockholder proposal to elect each director annually, if properly presented at the meeting			Page 59

We will also consider any other business that properly comes before the Meeting or any adjournment thereof. On or about April 19, 2021, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the proxy materials for our Meeting, including our Annual Report to Stockholders for the year ending December 31, 2020. The Notice will also provide instructions on how to vote your shares and how to request a paper copy of the proxy materials by mail.

A list of stockholders entitled to vote at the Meeting will be available for inspection by any stockholder for any purpose germane to the Meeting, during regular business hours, for a period of ten days prior to the Meeting. To inspect the list, email our Investor Relations department at investorinfo@2u.com. The list will also be available during the Meeting by following the instructions located at: www.virtualshareholdermeeting.com/TWOU2021.

Your vote is important. Whether or not you plan to attend the Meeting, and no matter how many shares you own, please vote your shares or submit your proxy promptly in advance of the Meeting by using one of the methods described in the proxy materials. Any stockholder attending the Meeting may vote online during the Meeting, even if you have already returned a proxy card or voted over the Internet. If you hold shares through a broker or other nominee in “street name,” you should follow the voting instructions provided to you by such broker or other nominee.

By Order of the Board of Directors,

Christopher “Chip” Paucek

Co-Founder & Chief Executive Officer

April 19, 2021



Internet www.proxyvote.com	Phone 1-800-690-6903	Mail Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided



Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on June 03, 2021 This Notice of Annual Meeting and Proxy Statement and the 2020 Annual Report are available at: www.proxyvote.com or on our investor relations website at: http://investor.2u.com.


4

Table of contents.


			Page
Proxy statement summary			6

Corporate governance and board matters			12
Proposal one Election of directors			12
The board of directors			13
Board composition and structure			20
Environmental, social and governance (ESG) matters			23
Board of directors policies and processes			28
Director compensation			30

Our executive officers			33
Executive officers			33
Current executive officer biographies			33

Executive compensation			35
Proposal two Advisory vote to approve the company’s executive compensation			35
Compensation discussion and analysis			35
Compensation committee report*			48
Executive compensation tables			49
CEO pay ratio disclosure			56

Audit matters			57
Proposal three Ratification of appointment of independent registered public accounting firm			57
Independent registered public accounting firm fees			57
Pre-approval of audit and permissible non-audit services			58
Audit committee report*			58

Stockholder Proposal			59
Proposal four Stockholder proposal to elect each director annually			59

Security ownership of certain beneficial owners and management			61
Delinquent section 16(a) reports			63

Questions and answers about these proxy materials and voting			64
Incorporation by reference			69
Important notice regarding delivery of stockholder documents			69
Other matters			70


			2021 Proxy Statement			5

Proxy statement summary.

The below summary is intended to highlight certain key information contained in this Proxy Statement. As it is only a summary, it does not contain all of the information that you should consider. We strongly encourage you to read the complete Proxy Statement as well as our 2020 Annual Report to Stockholders before casting your vote.

Voting matters & board recommendations

Proposal

Board Recommendation

Page

Election of four Class I director nominees

FOR

each nominee

•Paul A. Maeder

•Christopher J. Paucek

•Gregory K. Peters

•Robert M. Stavis

Advisory approval of executive compensation

FOR

Ratification of appointment of KPMG LLP as Company’s independent registered public accounting firm for fiscal 2021

FOR

Advisory approval of stockholder proposal to elect each director annually

NONE

Financial and business highlights

The Company delivered strong results in 2020, marked by significant achievements in revenue growth, margin improvement and progress towards positive free cash flow. These results were driven by higher student demand across our portfolio, operational and marketing efficiencies, and continued investment in launching new in-demand offerings. The events of 2020 validated the importance of high-quality, digital education. In a challenging operational environment, we continued to build, deliver and support a growing variety of lifelong learning opportunities for students.


•Generated $775 million in revenue, up 35% compared to 2019.						•Strengthened our balance sheet, ending 2020 with a cash balance of $519 million.

•Launched over 100 new offerings, including graduate and undergraduate degrees, boot camps, and short courses.						•Enrolled 99,000 new students across our suite of offerings.

•Provided critical support to existing and new university clients, including flexible models to help universities address their reopening plan needs.						•Added six new university clients, including Michigan State, Ohio State, Amherst, Colgate, Norfolk State, and Stanford.

•Delivered operating cash flow of $29.6 million, a $81.6 million improvement compared to 2019.						•Significantly increased addressable market with first undergraduate degree program launches.


6

PROXY STATEMENT SUMMARY

Board and corporate governance highlights

Director nominee matrix.


Director Nominee	Director Since	Independence	Committee Membership
Paul A. Maeder, 67 General Partner, Highland Capital Partners	2010		Audit Committee
Christopher J. Paucek, 50 Co-Founder and Chief Executive Officer, 2U, Inc.	2012	—	None
Gregory K. Peters, 50 Chief Operating Officer and Chief Product Officer, Netflix, Inc.	2018		Audit Committee
Robert M. Stavis, 58 Partner, Bessemer Venture Partners	2011		Audit Committee

Board snapshot.
Diversity and independence

GENDER DIVERSITY

RACIAL / ETHNIC DIVERSITY

INDEPENDENCE

AGE

TENURE

Qualifications and experience


			2021 Proxy Statement			7

PROXY STATEMENT SUMMARY

Governance best practices.

We believe that good corporate governance is important to achieve success and to ensure that we are managed for the long-term benefit of our stockholders. We believe that the following corporate governance policies, guidelines and practices adopted by our Board of Directors (“Board” or “Board of Directors”) reflect many current best practices:



All directors with the exception of Mr. Paucek, our Chief Executive Officer, are independent We have separate Chair and Chief Executive Officer roles All directors attended greater than 75% of Board meetings held during 2020 At least annually, the Board and its Committees conduct a self-evaluation to determine whether they are functioning effectively Directors have full and free access to management and, as necessary, appropriate independent advisors			We have three standing Board Committees, all of which are comprised solely of independent directors We have a diverse Board in terms of gender, race and ethnicity, experience and skills We have a limit on outside directorships We have regular executive sessions of independent directors We perform an annual review of director compensation against peers

Please see the section entitled “Corporate Governance and Board Matters” of this Proxy Statement for a more detailed description of our Board structure and governance practices.

Executive compensation highlights

2020 executive compensation program.

Our Compensation Committee designs our executive compensation programs with the goal of attracting, retaining and motivating talented executives, while simultaneously promoting the achievement of key financial and strategic performance measures and aligning the incentives of our executives with the creation of value for our stockholders. For 2020, our Compensation Committee introduced meaningful changes to our executive compensation program based on feedback from stockholders and the consideration of best practices in corporate governance: The overall design of our compensation program for 2020 is summarized below:


8

PROXY STATEMENT SUMMARY

Key changes for 2021 executive compensation program.

For 2021, we have continued to evolve and enhance our executive compensation programs in response to stockholder feedback and in line with our compensation philosophy. For example, we introduced PRSUs that are eligible to vest based on achievement of financial metrics in order to further align our NEO’s compensation with the Company’s financial objectives. Performance against these financial metrics will be measured over three one-year performance periods, with vesting occurring at the end of the three year period. We also lengthened the performance period for the PRSUs eligible to vest based on the Company’s total stockholder return as compared to companies comprising the Russell 3000 Index to three years in order to align the interests of NEOs and stockholders over a longer period and provide a balance of short- and long-term performance measurement periods.

2020 CEO total direct compensation pay mix.

The Compensation Committee evaluates our executive compensation program annually to ensure it is consistent with our short- and long-term goals given the dynamic nature of our business and the market in which we compete. In evaluating Mr. Paucek’s compensation, the Compensation Committee evaluates total direct compensation, which is generally comprised of a mix of cash compensation, in the form of base salary and annual cash incentive bonus, and long-term incentive compensation in the form of equity awards. This total direct compensation mix has been designed so that the elements of variable, or “at-risk”, pay represent a substantial portion of the total direct compensation opportunity awarded to Mr. Paucek. By dedicating a meaningful percentage of Mr. Paucek’s total direct compensation opportunity to these variable “at-risk” pay elements, rather than fixed pay elements, the Compensation Committee believes that we are able to better link Mr. Paucek’s compensation with the Company’s performance. The following chart illustrates the breakdown of Mr. Paucek’s target total direct compensation pay mix for 2020.


			2021 Proxy Statement			9

PROXY STATEMENT SUMMARY

Executive compensation best practices.

Below we summarize the executive compensation practices we have implemented to help drive executive performance, as well as practices we have chosen not to implement because we believe such practices do not support our stockholders’ long-term interests.



What we do.						Emphasize Pay-for-Performance
						Annual “Say-on-Pay” Vote
						Compensation Recovery (“Clawback”) Policy
						Independent Compensation Consultant
						Use Double-Trigger Change in Control Provisions
						Annual Executive Compensation Review
						Avoid Undue Risk-Taking
						NEO and Director Stock Ownership Guidelines
						Limited Perquisites



What we don’t do.						No Hedging or Pledging
						No Excise Tax Gross-Ups
						No Special Welfare or Health Benefits
						No Guaranteed Compensation Increases
						No Guaranteed Bonuses

Please see the section entitled “Compensation Discussion and Analysis” of this Proxy Statement for a more detailed description of the compensation paid to our NEOs in 2020, our compensation philosophy and other compensation practices.

ESG highlights

We recognize the impact a business can have on its surrounding community and environment and believe that an organization has the responsibility to be a good corporate citizen. We also value our employees and recognize the critical roles that they play in the achievement of our long-term goals and overall success. Below is a summary of certain ESG highlights from 2020.



Human Capital						Societal Impact & Community Involvement
•Employees receive tuition reimbursement benefit and access to skills development trainings •Employees receive stipends for home office improvements and Wi-Fi support •Great Place to Work Certification for third consecutive year						•Launched scholarship fund to provide technical boot camps to under-represented minorities •Volunteer paid time-off and Company-sponsored “Days of Service” •Regular support to regional non-profits aligned with our mission



Diversity, Equity & Inclusion						Environmental Impact
•Diverse Board and executive team •Provide comprehensive diversity training •Implemented comprehensive DE&I plan •Named to Bloomberg 2020 Gender-Equality Index						•Online offerings reduce need for travel, commuting and construction of additional facilities •Several offerings educate students on sustainability matters •Major offices designed to reduce greenhouse gas emissions by energy efficient design

Please see the section entitled “Environmental, Social and Governance (ESG) Matters” of this Proxy Statement for a more detailed description of our corporate responsibility and ESG programs.


10

PROXY STATEMENT SUMMARY

Our COVID-19 response

The COVID-19 pandemic presented unprecedented challenges for businesses, local and national governments, families and individuals. As the pandemic spread globally in 2020, we implemented significant changes to our business that we determined were in the best interest of our employees, university clients, and our local communities.

Employees.

The well-being, both physical and mental, of our employees and their families has been our top priority and we implemented several new programs to support and engage with our employees in these challenging circumstances.

•Early transition to work from home

•Employee surveys to assess wellness and additional support needs

•Access to new wellness resources, including meditation and mental health support

•Stipends for home-office improvements and Wi-Fi access

•Infrastructure support for employees with power supply obstacles

•Company-wide "Daily Dose of Team Time" call to foster employee engagement and connection

•Virtual versions of our annual employee events to reinforce Company culture

University clients.

We ensured the continuity of our business and provided unique solutions to our university clients.

•Immediately shifted our boot camp offerings and other campus-based experiences from physical classrooms to online

•Developed a virtual course production tool called “Studio-in-a Box” which allowed faculty to continue creating high-quality video content from their homes in collaboration with our development teams

•Offered training programs for our university clients' campus-based faculty on best practices for successful online teaching through No Back Row® PRO

•Offered new solutions to provide continuity and support for university clients to conduct classes online, including 2UOS Essential and 2UOS Plus

•Developed a virtual field placement program, which allowed students in clinical graduate programs to fulfill the field placement component of their programs remotely

Our community.

We provided support to our local community and others impacted by the COVID-19 pandemic.

•In our April “Days of Service” initiative, we raised money to support United Way’s COVID-relief fund

•Together with certain university clients, we started scholarship funds to provide access to our technical boot camps to those most impacted by the COVID-19 pandemic

•We supported the local public schools in Prince George’s County, Maryland by providing our No Back Row® PRO training and Studio-in-a-Box kit to teachers and by funding a scholarship program for graduating seniors

•We provided our No Back Row® PRO training to our U.S.-based community partners to help them continue their work supporting and mentoring young students virtually

Questions and answers about the proxy materials and voting

Please see the section entitled “Questions and Answers About the Proxy Materials and Voting” of this Proxy Statement for answers to common questions about the Meeting, voting, attendance, submitting a proposal for next year’s annual meeting of stockholders, and other procedures.


			2021 Proxy Statement			11

Corporate governance and board matters.

Proposal one

Election of directors

Pursuant to the Company’s Amended and Restated Certificate of Incorporation, the Board is “classified,” which means that it is divided into three classes of directors based on the expiration of their terms. Under the classified board arrangement, directors are elected to terms that expire on the annual meeting date three years following the annual meeting at which they were elected, and the terms are “staggered” so that the terms of approximately one-third of the directors expire each year. We believe having a staggered Board divided by classes provides stability and continuity on our Board.

The Board, upon recommendation of the Nominating and Corporate Governance Committee, has nominated the following Class I directors to hold office until the 2024 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified or until their earlier death, resignation or removal:

PAUL A. MAEDER

CHRISTOPHER J. PAUCEK

GREGORY K. PETERS

ROBERT M. STAVIS

All nominees currently serve as Class I directors of the Company. Each nominee has consented to serve as a director if elected at the Meeting. Should a nominee become unavailable to accept election as a director, the persons named in the enclosed proxy will vote the shares that such proxy represents for the election of such other person as the Board may nominate. We have no reason to believe that any of the nominees will be unable to serve.

THE BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF THE FOUR CLASS I DIRECTOR NOMINEES.


12

CORPORATE GOVERNANCE AND BOARD MATTERS

The board of directors

Board snapshot.

Our Board currently consists of 12 members. Other than our Chief Executive Officer, our Board is comprised of entirely independent directors. We believe it is essential to have directors representing diversity in many areas, including but not limited to race, ethnicity, gender, background, and professional experience.


Director Name	Age	Class and Position	Term Expires	Other Public Company Board Service
Paul A. Maeder	67	Class I Director and Chair of the Board	2021	—
Christopher J. Paucek	50	Class I Director	2021	—
Gregory K. Peters	50	Class I Director	2021	1
Robert M. Stavis	58	Class I Director	2021	—
Timothy M. Haley	66	Class II Director	2022	2
Valerie B. Jarrett	64	Class II Director	2022	3
Earl Lewis	65	Class II Director	2022	—
Coretha M. Rushing	65	Class II Director	2022	1
Sallie L. Krawcheck	56	Class III Director	2023	—
John M. Larson	69	Class III Director	2023	—
Edward S. Macias	77	Class III Director	2023	—
Alexis Maybank	46	Class III Director	2023	—

Director Nominees

Diversity and independence

GENDER DIVERSITY

RACIAL / ETHNIC DIVERSITY

AGE

TENURE

INDEPENDENCE


			2021 Proxy Statement			13

CORPORATE GOVERNANCE AND BOARD MATTERS

Summary of director qualifications and experience

Each of our directors brings to our Board a wealth of varied experience derived from serving as executives, financial experts, subject matter experts, board members and/or industry leaders. We have worked hard to ensure diversity of backgrounds and perspectives in the board room, which we believe enhances oversight of our business strategy and our corporate governance practices.

Education Industry

Provides valuable knowledge of our industry and the university clients we serve

Finance Expertise / Capital Allocation

Provides Board financial skills necessary to inform oversight of financial performance and reporting, internal controls, capital structure and long‑term strategic planning

Government / Public Policy

Provides Board an understanding of the regulatory environment in which we operate

Enterprise Risk Management

Assists Board in overseeing risks facing the Company, including risks related by cybersecurity and data privacy

Human Capital / Talent Management /

Inclusion and Diversity

Assists Board in overseeing executive compensation, employee engagement and framework for attraction and development of high‑performing employees

Technology

Assists Board in overseeing our product development strategy and provides insight to management as we seek to enhance the student experience


14

CORPORATE GOVERNANCE AND BOARD MATTERS

Directors.



			Background: Mr. Maeder has served on our Board since 2010 and as Chair of our Board since November 2012. Mr. Maeder is a General Partner of Highland Capital Partners, a venture capital firm he co‑founded in 1987 and serves as the Chief Financial Officer of Highland Transcend Partners I Corp. He currently serves on the boards of several private companies. Mr. Maeder served as a director of Imprivata, Inc. from February 2002 to July 2016 and of Carbon Black, Inc. from September 2015 to February 2019. He holds a B.S.E. in Aerospace and Mechanical Sciences from Princeton University, an M.S.E. in Mechanical Engineering from Stanford University and an M.B.A. from Harvard Business School. Qualifications: Our Board believes that Mr. Maeder’s extensive experience investing in the online higher education and software industries and his experience serving as a board member for numerous companies enable him to make valuable contributions to the Board.
PAUL A. MAEDER Independent Age: 67 Director since: 2010 Committees: Audit



			Background: Mr. Paucek is a co‑founder of the Company and has served as our Chief Executive Officer and as a member of our Board since 2012. He previously served as our President and Chief Operating Officer from April 2008 through December 2011. Prior to 2U, Mr. Paucek served as the Chief Executive Officer of Smarterville, Inc., the parent company of Hooked on Phonics, from 2007 until 2008. From 2004 to 2007, Mr. Paucek served as Vice President of Business Development and President of Educate Products for Educate, Inc. In 2004, Mr. Paucek served as Deputy Campaign Manager for the successful reelection campaign of United States Senator Barbara Mikulski. Mr. Paucek began his career in 1993 by co‑founding Cerebellum Corporation, the media company behind the award‑winning educational Standard Deviants television program and video series, and he led Cerebellum as Co‑Chief Executive Officer until 2003. Mr. Paucek holds a B.A. from The George Washington University and an M.B.A. from the Kenan‑Flagler Business School of the University of North Carolina at Chapel Hill. Qualifications: Our Board believes that Mr. Paucek’s knowledge of the Company as one of our co‑founders, and his broad experience leading education companies, enable him to make valuable contributions to the Board.
CHRISTOPHER J. PAUCEK Age: 50 Director since: 2012


			2021 Proxy Statement			15

CORPORATE GOVERNANCE AND BOARD MATTERS



			Background: Mr. Peters was appointed to our Board in March 2018. Mr. Peters joined Netflix, Inc. in 2008 and currently serves as the Chief Operating Officer and Chief Product Officer, responsible for designing, building and optimizing the customer experience. From 2015 to July 2017, Mr. Peters served as the International Development Officer of Netflix, responsible for global partnerships with consumer electronics companies, Internet service providers and multichannel video program distributors. From July 2013 to 2015, Mr. Peters served as the Chief Streaming and Partnerships Officer of Netflix. Prior to joining Netflix in 2008, Mr. Peters was Senior Vice President of Consumer Electronics Products for Macrovision Solutions Corp. (later renamed Rovi Corporation) and held positions at Mediabolic Inc., Red Hat Network and Wine.com. Mr. Peters currently serves on the board of directors of Highland Transcend Partners I Corp. Mr. Peters holds a B.S. in Physics and Astrophysics from Yale University. Qualifications: Our Board believes that Mr. Peters’ technology and product expertise enable him to make valuable contributions to the Board. Other Current Public Boards: •Highland Transcend Partners I Corp.
GREGORY K. PETERS Independent Age: 50 Director since: 2018 Committees: Audit



			Background: Mr. Stavis has served on our Board since 2011. Mr. Stavis has been a Partner at Bessemer Venture Partners, a venture capital firm, since 2000. He currently serves on the boards of several private companies. Prior to joining Bessemer, Mr. Stavis was an independent private equity investor. Prior to that, he served in various positions at Salomon Smith Barney, including as Co‑Head of Global Arbitrage Trading. Mr. Stavis holds a B.A.S. in Engineering from the University of Pennsylvania’s School of Engineering and Applied Sciences and a B.S. in Economics from the University of Pennsylvania’s Wharton School. Qualifications: Our Board believes that Mr. Stavis’s broad experience investing in the emerging software technology industry and his experience serving as a board member for numerous companies enable him to make valuable contributions to the Board.
ROBERT M. STAVIS Independent Age: 58 Director since: 2011 Committees: Audit (Chair)



			Background: Mr. Haley has served on our Board since 2010. Mr. Haley is a founding partner of Redpoint Ventures, a venture capital firm, and has been a Managing Director of the firm since 1999. Mr. Haley was also the Managing Director of Institutional Venture Partners, a venture capital firm, from 1998 to 2010. From 1986 to 1998, Mr. Haley was the President of Haley Associates, an executive recruiting firm in the high technology industry. Mr. Haley currently serves on the board of directors of Netflix, Inc. and Zuora Inc. Mr. Haley holds a B.A. from Santa Clara University. Qualifications: Our Board believes that Mr. Haley’s broad experience investing in software, consumer Internet and digital media industries, and his experience serving as a board member for numerous companies, enable him to make valuable contributions to the Board. Other Current Public Boards: •Netflix, Inc. •Zuora Inc.
TIMOTHY M. HALEY Independent Age: 66 Director since: 2010 Committees: Nominating and Corporate Governance (Chair)


16

CORPORATE GOVERNANCE AND BOARD MATTERS



			Background: Dr. Lewis was appointed to our Board at the time of the initial public offering of the Company’s shares in April 2014. Dr. Lewis, a fellow of the American Academy of Arts and Sciences, is the Thomas C. Holt Distinguished Professor of History and AfroAmerican and African Studies and Public Policy at the University of Michigan and founding director of the Center for Social Solutions. From March 2013 to March 2018, Dr. Lewis served as President of The Andrew W. Mellon Foundation, a philanthropic organization committed to advancing higher education, the arts and civil society. From January 2013 to March 2013, he served as President-designate of the Mellon Foundation. Prior to joining the Mellon Foundation, Dr. Lewis served as Provost and Executive Vice President for Academic Affairs at Emory University from 2004 to December 2012. He also held a variety of faculty positions at the University of California at Berkeley and the University of Michigan from 1984 through 2004, and served as Vice Provost for Academic Affairs—Graduate Studies and Dean of the Horace H. Rackham School of Graduate Studies at the University of Michigan from 1998 to 2004. Dr. Lewis holds a B.A. from Concordia College and an M.A. and Ph.D. from the University of Minnesota. Qualifications: Our Board believes that Dr. Lewis’s broad experience in academia, both as a faculty member and as an administrator at leading universities, allows him to make valuable contributions to the Board.
EARL LEWIS Independent Age: 65 Director since: 2014 Committees: Audit



			Background: Ms. Rushing has served on our Board since 2016. She currently serves as the President of CR Consulting Alliance LLC and as a Managing Director and Executive Mentor for Merryck & Company, a global executive coaching firm. Ms. Rushing currently serves on the board of directors of Benefitfocus.com, Inc. She also serves as an external Board and HR advisor to several private company boards of directors. From May 2006 to December 2019 she served as Corporate Vice President and Chief Human Resources Officer of Equifax Inc. Prior to that, she served as an Executive Coach and HR Consultant with Atlanta-based Cameron Wesley LLC. Prior to joining Cameron Wesley, she was Senior Vice President, Chief Human Resources Officer of The Coca-Cola Company, where she was employed from 1996 until 2004. Prior to that, she worked in several senior level positions for Pizza Hut (a division of PepsiCo) and IBM. Ms. Rushing was Chair of the Board for the Society of Human Resource Management until January 2019, an organization of approximately 350,000 global human resource professionals, and currently serves as Board Chair Emeritus. Ms. Rushing holds a B.S. in Industrial Psychology from East Carolina University and an M.S. in Education from The George Washington University. Qualifications: Our Board believes that Ms. Rushing’s broad experience in human resources at leading Fortune 500 companies, enables her to make valuable contributions to the Board. Other Current Public Boards: •Benefitfocus.com, Inc.
CORETHA M. RUSHING Independent Age: 65 Director since: 2016 Committees: Compensation


			2021 Proxy Statement			17

CORPORATE GOVERNANCE AND BOARD MATTERS



			Background: Ms. Jarrett has served on our Board since December 2017. She is an acclaimed civic leader, business executive and attorney. She currently serves as a Senior Advisor to the Obama Foundation and Attn: and is a Distinguished Senior Fellow at the University of Chicago Law School. Ms. Jarrett currently serves on the boards of directors of Ralph Lauren Corporation, Walgreens Boots Alliance and Lyft, Inc. and several private companies. During the Obama administration, from January 2008 to January 2016, Ms. Jarrett served as Senior Advisor to the President of the United States, where she oversaw the Office of Public Engagement and Intergovernmental Affairs and chaired the White House Council on Women and Girls. Prior to joining the Obama administration, Ms. Jarrett was co-chair of the Obama-Biden transition team. Ms. Jarrett began her career in politics in 1987, working as Deputy Corporation Counsel for Finance and Development in the administration of Mayor Harold Washington in Chicago. She subsequently was Deputy Chief of Staff for Mayor Richard M. Daley and later served as Commissioner of the Department of Planning and Development and chaired the Chicago Transit Board. From 1995 until she joined the Obama administration, Ms. Jarrett served in various senior positions, including Chief Executive Officer, of the Habitat Company, a Chicago real estate development and management firm. She has also served on numerous corporate and civic boards, including Chair of the Board of Trustees of the University of Chicago Medical Center, Chair of the Board of Trustees of the University of Chicago, Chair of the Board of the Chicago Stock Exchange and was a director of the Federal Reserve Bank of Chicago. Ms. Jarrett holds a B.A. from Stanford University and a J.D. from the University of Michigan Law School. Qualifications: Our Board believes that Ms. Jarrett’s broad experience in public policy enables her to make valuable contributions to the Board. Other Current Public Boards: •Ralph Lauren Corporation •Walgreens Boots Alliance •Lyft, Inc.
VALERIE B. JARRETT Independent Age: 64 Director since: 2017 Committees: Nominating and Corporate Governance



			Background: Ms. Krawcheck was appointed to our Board as of the initial public offering of the Company’s shares in April 2014. Ms. Krawcheck is the Chief Executive Officer and co-founder of Ellevest, an investment platform for women that was founded in 2016. Ms. Krawcheck was the President of Global Wealth & Investment Management for Bank of America from August 2009 to September 2011. Prior to joining Bank of America, Ms. Krawcheck held a variety of senior executive positions at Citigroup from 2002 to 2008, including Chief Executive Officer of its Smith Barney division, Chief Financial Officer of Citigroup and Chief Executive Officer and Chair of Citi Global Wealth Management. She served as a director of BlackRock Inc. from 2009 to 2011 and Dell Inc. from 2006 to 2009. Ms. Krawcheck holds a B.A. from the University of North Carolina at Chapel Hill and an M.B.A. from Columbia University. Qualifications: Our Board believes that Ms. Krawcheck’s financial acumen and broad experience serving in leadership roles with financial and investment firms enables her to make valuable contributions to the Board.
SALLIE L. KRAWCHECK Independent Age: 56 Director since: 2014 Committees: Nominating and Corporate Governance


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			Background: Mr. Larson has served on our Board since June 2009. Mr. Larson has served as the Executive Chair of Triumph Higher Education Group, Inc., a culinary education company, since 2010. He also has served as President of Triumph Group, Inc., a company that advises and invests in domestic and international education companies, since 2008. Mr. Larson founded and served as President, Chief Executive Officer and director of Career Education Corporation, or CEC, a publicly held post-secondary education company, from its inception in 1994 through his retirement from the company in 2006, including as Chair of the Board from 2000 to 2006. He became Chair Emeritus of CEC in 2006 and continues to serve in that position. He holds a B.S. in Business Administration from the University of California at Berkeley. Qualifications: Our Board believes that Mr. Larson’s deep knowledge of the higher education industry and his experience founding and leading a publicly held education company enable him to make valuable contributions to the Board.
JOHN M. LARSON Independent Age: 69 Director since: 2009 Committees: Compensation (Chair)



			Background: Dr. Macias has served on our Board since November 2014. Dr. Macias is currently the Provost Emeritus and Barbara and David Thomas Distinguished Professor Emeritus in Arts & Sciences at Washington University in St. Louis. Previously, Dr. Macias was the chief academic officer of Washington University in St. Louis for 25 years, before stepping down from his position as Provost and Executive Vice Chancellor in June 2013. During his tenure as Provost, Dr. Macias provided leadership in curriculum, budget and capital project development initiatives. Dr. Macias has broad experience and knowledge in higher education administration and innovation in academic settings. Following his tenure as Provost, Dr. Macias was nominated to lead the school’s effort to explore its approach to online education and to leverage advances in education technology to enhance its reach and impact. Dr. Macias currently serves on the boards of Casa de Salud, Shakespeare Festival of St. Louis and the St. Louis Mosaic Project. He is an emeritus member of the boards of Colgate University and Mary Institute and St. Louis Country Day School. Dr. Macias holds a B.S. in Chemistry from Colgate University and a doctorate in Chemistry from Massachusetts Institute of Technology. Qualifications: Our Board believes that Dr. Macias’s substantial knowledge of the higher education industry and his vast experience as Provost and Executive Vice Chancellor of Washington University in St. Louis enable him to make valuable contributions to the Board.
EDWARD S. MACIAS Independent Age: 77 Director since: 2014 Committees: Nominating and Corporate Governance



			Background: Ms. Maybank has served on our Board since December 2018. She is an internet entrepreneur and currently serves as the Founder and Chief Executive Officer of Creative Beauty, Inc. From 2016 until December 2017 she served as the Co-Founder and Chief Executive Officer of Project September. Prior to co-founding Project September, she co-founded Gilt Groupe and served as its founding Chief Executive Officer from 2007 to 2008 and in several other executive roles, including Chief Strategy Officer, Chief Marketing Officer and President of Gilt Home and Kids from 2008 to 2014. Prior to co-founding Gilt Groupe in 2007, Ms. Maybank was General Manager of eCommerce for AOL Media Networks and served in various senior roles at eBay. Ms. Maybank holds a B.S. from Harvard University and an M.B.A. from Harvard Business School. Qualifications: Our Board believes that Ms. Maybank’s experience in e-commerce and scaling rapidly growing technology companies enable her to make valuable contributions to the Board.
ALEXIS MAYBANK Independent Age: 46 Director since: 2018 Committees: Compensation


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CORPORATE GOVERNANCE AND BOARD MATTERS

Board composition and structure

Board purpose and structure.

The mission of the Board is to provide strategic guidance to the Company’s management, to monitor the performance and ethical behavior of the Company’s management, and to maximize the long-term financial return to the Company’s stockholders, while considering and appropriately balancing the interests of other stakeholders and constituencies. The Board is comprised of twelve directors. The authorized number of directors may be changed only by resolution approved by a majority of our Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board into three classes with staggered three-year terms may delay or prevent a change in our management or a change of control.

Board leadership.

Our Board currently has an independent Chair, Mr. Maeder, who has the authority, among other things, to call and preside over Board meetings, including meetings of the independent directors, and to set meeting agendas. Accordingly, the Chair of the Board has substantial ability to shape the work of the Board. We believe that separation of the positions of Chair of the Board and Chief Executive Officer reinforces the independence of the Board in its oversight of the business and affairs of the Company. In addition, we believe that having an independent Chair of the Board creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of the Company and its stockholders. As a result, we believe that having an independent Chair of the Board enhances the effectiveness of the Board as a whole.

Director independence.

Our Nominating and Corporate Governance Committee and our Board have undertaken a review of the independence of our current directors and considered whether any director has a material relationship with us that could compromise their ability to exercise independent judgment in carrying out their responsibilities. As a result of this review, our Nominating and Corporate Governance Committee and our Board determined that Messrs. Haley, Larson, Lewis, Macias, Maeder, Peters and Stavis, and Mses. Jarrett, Krawcheck, Maybank and Rushing, representing eleven of our twelve current directors, are “independent directors,” as defined under applicable Nasdaq listing standards and the rules of the United States Securities and Exchange Commission (“SEC”).

As part of the process of affirmatively determining whether a director is "independent" under applicable Nasdaq listing standards and SEC rules, the Nominating and Corporate Governance Committee and the Board also determined that none of Messrs. Haley, Larson, Lewis, Macias, Maeder, Peters and Stavis, and Mses. Jarrett, Krawcheck, Maybank, and Rushing have any other “material relationship” with the Company that could interfere with their ability to exercise independent judgment.

The Board includes one management director, Mr. Paucek, who is the Company’s Chief Executive Officer. The Nominating and Corporate Governance Committee and the Board have determined that Mr. Paucek is not independent under applicable Nasdaq listing standards and SEC rules.

As part of its annual evaluation of director independence, the Nominating and Corporate Governance Committee and the Board examine (among other things) whether any transactions or relationships exist currently (or existed during the past three years) between each independent director and the Company, its subsidiaries, affiliates, equity investors, or independent auditors and the nature of those relationships under the applicable Nasdaq listing standards and SEC rules. The Nominating and Corporate Governance Committee and the Board also examine whether there are (or have been within the past year) any transactions or relationships between each independent director and any executive officer of the Company or its affiliates. As a result of this evaluation, the Nominating and Corporate Governance Committee and the Board have affirmatively determined that each independent director is independent under those criteria.


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CORPORATE GOVERNANCE AND BOARD MATTERS

Executive sessions of non-management directors.

In order to promote discussion among the non-management directors, the Board regularly holds executive sessions (i.e., meetings of non-management directors without management present) to review such topics as the non-management directors determine. Mr. Maeder presides as Chair during the executive sessions of the Board. The non-management directors of the Board met in executive session 4 times during 2020.

Committees of the board of directors.

The Board has established standing committees in connection with the discharge of its responsibilities. These committees include an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The Board has adopted written charters for each of these committees and all such charters can be obtained without charge on the Company’s website at: http://investor.2u.com.

Audit committee



Members:
ROBERT M. STAVIS (CHAIR) Independent			Meetings during 2020: 6

Earl Lewis Independent Paul A. Maeder Independent Gregory K. Peters Independent			Report of the Audit Committee: Page 58

Our Audit Committee oversees the Company’s corporate accounting and financial reporting processes. The principal duties and responsibilities of our Audit Committee include:

•appointing and retaining an independent registered public accounting firm to serve as independent auditor to audit our consolidated financial statements, overseeing and evaluating the independent auditor’s work and determining the independent auditor’s compensation;

•approving in advance all audit services and non-audit services to be provided to us by our independent auditor;

•establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls, auditing or compliance matters, as well as for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

•reviewing and discussing with management and our independent auditor the results of the annual audit and the independent auditor’s review of our quarterly consolidated financial statements; and

•conferring with management and our independent auditor about the scope, adequacy and effectiveness of our internal accounting controls, the objectivity of our financial reporting and our accounting policies and practices.

Our Board has determined that the composition of our Audit Committee meets the criteria for independence under, and the functioning of our Audit Committee complies with, the applicable requirements of the Sarbanes-Oxley Act of 2002, the Nasdaq listing standards and SEC rules and regulations. The Board has determined that all members of the Audit Committee are financially literate and possess “financial sophistication” within the meaning of the Nasdaq listing standards. The Board has also determined that Ms. Stavis is an “audit committee financial expert,” as defined by SEC rules and regulations.


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CORPORATE GOVERNANCE AND BOARD MATTERS

Compensation committee



Members:
JOHN M. LARSON (CHAIR) Independent			Meetings during 2020: 7

Alexis Maybank Independent Coretha M. Rushing Independent			Report of the Compensation Committee: Page 48

Our Compensation Committee oversees the Company’s compensation policies, plans and programs. The principal duties and responsibilities of our Compensation Committee include:

•establishing and approving, and making recommendations to the Board regarding, performance goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating the performance of our Chief Executive Officer in light of those goals and objectives and setting, or recommending to the full Board for approval, the Chief Executive Officer’s compensation, including incentive-based and equity-based compensation, based on that evaluation;

•setting the compensation of our other executive officers, based in part on recommendations of the Chief Executive Officer;

•exercising administrative authority under our stock plans and employee benefit plans;

•establishing policies and making recommendations to our Board regarding director compensation; and

•reviewing and discussing with management the compensation discussion and analysis that we may be required from time to time to include in SEC filings.

Our Board has determined that the composition of our Compensation Committee satisfies the applicable independence requirements under, and the functioning of our Compensation Committee complies with the applicable requirements of, Nasdaq listing standards and SEC rules and regulations. Each member of the Compensation Committee is also a “non-employee director,” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

As provided under the Compensation Committee’s charter, the Compensation Committee may delegate its authority to subcommittees as the Compensation Committee deems appropriate, consistent with applicable law and the Nasdaq listing standards. Under its charter, the Compensation Committee has the authority to retain, at the Company’s expense, such counsel, consultants, experts and other professionals as it deems necessary. For additional information regarding the role of executive officers and compensation consultants in setting director and executive compensation, see the section entitled “Compensation Discussion and Analysis.”

Nominating and corporate governance committee



Members:
TIMOTHY M. HALEY (CHAIR) Independent			Meetings during 2020: 4

Edward S. Macias Independent Valerie Jarrett Independent Sallie L. Krawcheck Independent

Our Nominating and Corporate Governance Committee oversees the Company’s corporate governance practices. The principal duties and responsibilities of the Nominating and Corporate Governance Committee include:

•assessing the need for new directors and identifying individuals qualified to become directors;

•recommending to the Board the persons to be nominated for election as directors and to each of the Board’s committees;

•assessing individual director performance, participation and qualifications;

•developing and recommending to the Board corporate governance principles;

•monitoring the effectiveness of the Board and the quality of the relationship between management and the Board; and

•overseeing a periodic evaluation of the Board’s performance.

Our Board has determined that the composition of our Nominating and Corporate Governance Committee satisfies the applicable independence requirements under, and the functioning of our Nominating and Corporate Governance Committee complies with the applicable requirements of, Nasdaq listing standards and SEC rules and regulations.


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CORPORATE GOVERNANCE AND BOARD MATTERS

Board’s role and responsibilities

Risk oversight.

The Board oversees a company-wide approach to risk management that is carried out by management. The Board determines the appropriate risk for the Company generally, assesses the specific risks faced by the Company and reviews the steps taken by management to manage those risks. While the Board maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas. Management is accountable for day-to-day risk management efforts, including creation of appropriate risk management programs and policies. Management provides regular reports to the Audit Committee concerning financial, tax, legal and compliance related risks and the Company’s experts report to the Board on cybersecurity.

Board

Oversees major risks

•Strategic and competitive

•Financial

•Operational

•Legal and regulatory

Audit

Compensation

Nominating and Corporate

Governance

Primary areas of risk oversight

•Financial statement and reporting

•Major financial and other business risk exposure

•Internal controls

•Legal and compliance

•Data privacy

•Cybersecurity

•Related party transactions

•Conflicts of interest

Primary areas of risk oversight

•Executive compensation policies & practices, including pay equity among executives

•Non-employee director compensation policies and practices

•Talent development and retention

Primary areas of risk oversight

•Governance structure and processes

•Board and chair succession planning

•Board composition and function

•Board independence

•Compliance with code of conduct

•Executive succession planning

Management

•Responsible for day-to-day risk management efforts, including creation of appropriate risk management programs and policies

•Internal Audit function provides review and recommendations regarding design and effectiveness of internal controls and risk management processes

Nomination of directors.

The Nominating and Corporate Governance Committee is responsible for identifying, screening and recommending candidates to the Board for Board membership. When formulating its recommendations, the Nominating and Corporate Governance Committee also considers advice and recommendations from others as it deems appropriate. The Nominating and Corporate Governance Committee is responsible for assessing the appropriate balance of criteria required of Board members.


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CORPORATE GOVERNANCE AND BOARD MATTERS

The Nominating and Corporate Governance Committee may apply several criteria in selecting nominees. At a minimum, it considers (a) whether a nominee can read and understand basic financial statements and is over 21 years of age, (b) whether a nominee has demonstrated, by significant accomplishment in their field, an ability to make a meaningful contribution to the Board’s oversight of the business and affairs of the Company and (c) whether a nominee possesses the highest personal and professional integrity, ethics and values. Additional factors that the Nominating and Corporate Governance Committee may consider include a candidate’s specific experiences and skills, independence, expertise, diversity, business judgment, time availability in light of other commitments, dedication, conflicts of interest and such other relevant factors as it considers appropriate in the context of the needs of the Board. Although the Company has no formal diversity policy, the Board believes that diversity is an important consideration in Board composition, with diversity being broadly construed to mean a variety of opinions, perspectives, experiences and backgrounds, including gender, race and ethnicity differences, as well as other differentiating characteristics, all in the context of the requirements of the Board at that point in time.

The Nominating and Corporate Governance Committee considers candidates recommended by stockholders pursuant to the the Nominating and Corporate Governance Committee’s policy for considering stockholder recommendations of director nominees. The Nominating and Corporate Governance Committee’s policy is available free of charge on the Company’s website at: http://investor.2u.com. Pursuant to the policy, and at its next appropriate meeting following receipt of a recommendation, the Nominating and Corporate Governance Committee will consider all director candidates recommended by the Company’s stockholders provided such recommendation is delivered in a timely manner and in the proper form, as specified in the policy. All director nominees so submitted by the Company’s stockholders will be evaluated in the same manner as recommendations received from management or members of the Board.

Environmental, social and governance (ESG) matters.

We recognize the impact that a business can have on its surrounding community and environment and believe that an organization has the responsibility to be a good corporate citizen. We also value our employees and recognize the critical roles that they play in the achievement of our long-term goals and overall success. The following is a summary of some of the steps we have taken to create a safe, inclusive and positive workplace for our employees and to provide meaningful relationships and a lasting impact in our local communities. Additional information can be found in our ESG report at: http://investor.2u.com.

Societal impact

We believe that higher education is a powerful driver of upward social mobility. 2U is increasing access to learning opportunities for people around the world by building, delivering and supporting more than 500 digital and in-person educational offerings, including graduate degrees, undergraduate degrees, professional certificates, boot camps and short courses. The following is a summary of some of the ways we believe we are positively impacting society:

•Together with our university clients, we have positively transformed the lives of more than 300,000 students and lifelong learners to date.

•Compared to the national average, our graduate degree programs enroll a higher percentage of diverse students.

•The average actual cost and debt burden of attending a 2U-powered program is often less than on-campus programs due to ongoing income students can earn and room and board savings.

•Together with several university clients, we launched a $3 million scholarship fund to provide access to our technical boot camps at reduced rates. This initiative focused on reaching Black, Latinx and indigenous communities as well as women and individuals from low income households.

•Our offerings in fields requiring clinical placements, such as nursing, public health, social work and counseling have produced over 18,000 graduates. Our team of placement specialists facilitates clinical placements for students in their local communities, allowing them to make an impact in those communities after their graduation.


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CORPORATE GOVERNANCE AND BOARD MATTERS

Human capital

We believe that our employees are our greatest asset and that when people feel appreciated and included, they can be more creative, innovative and better serve our university clients and students. We are committed to having a workforce that will enable the long-term success of our business. The following is a summary of certain programs we have implemented to help us attract, retain and inspire key talent and highlights of workplace recognitions we received for 2020:

•We offer a total rewards program for our employees that is market-competitive and merit-based. To foster a sense of ownership and align the interests of employees and stockholders, we have a broad-based stock compensation program that provides performance and service-based restricted stock units to eligible employees. We also offer eligible employees the ability to participate in our Employee Stock Purchase Program, which enables them to purchase stock at a discount. We provide comprehensive benefits for employees and their families, which are tailored to the various geographies in which we operate.

•We provide a range of employee development programs and opportunities for employees to develop the skills they need to be successful. Our learning and development teams create and teach a variety of live courses and employees have free access to a library of learning resources via LinkedIn Learning. In addition, we offer a tuition reimbursement benefit that allows eligible employees and their family members to receive reimbursement for certain of our offerings.

•We actively promote a number of benefits and programs to support the health and welfare of our employees, including on-site gyms and access to online health and wellness resources including meditation and mental health support.

•We participate in the Great Place to Work survey to measure and track employee engagement annually. In 2020, 84% of US employees reported feeling that 2U is a great place to work and the Company was certified as a Great Place to Work for the third consecutive year.

In 2020, the COVID-19 pandemic provided unique challenges to our employees, underscoring the importance of our employee wellness initiatives. Our priority during the COVID-19 pandemic was to safeguard the health of our employees and their families. We implemented several new programs to support and engage with our employees in these challenging circumstances as set forth in more detail in the Section entitled “Proxy Statement Summary — Our Response to the COVID-19 Pandemic”.

Diversity, equity and inclusion

We believe an equitable and inclusive environment with diverse teams produces more creative solutions and results in better outcomes for our university clients and students. We continue to strive to attract, retain and promote diverse talent at all levels of the organization and we are proud to have a Board and executive team that bring diverse ideas and backgrounds to the table. Our Board is 33% women and 33% people of color and our executive team is 25% women and 31% people of color. We have incorporated diversity, equity and inclusion (“DE&I”) into the fabric of our corporate culture, as demonstrated by some of our recent initiatives and recognitions described below:

•Since 2018, we have had a diversity and inclusion committee, known as MOSAIC, that serves as a liaison with our Chief Executive Officer, Chief People Officer and other members of management on diversity and inclusion issues.

•We maintain Business Resource Networks (“BRNs”) which foster a diverse and inclusive workplace aligned with our mission and business goals and reflect our commitment to create and sustain a diverse workplace. We currently have BRNs representing the following groups and their allies: Black/African American, Women, LGBTQ+, Asian and Pacific Islander and Latinx.

•We include diversity-related measures as key goals in our annual company-wide operating plan.

•The Company was one of 380 companies included on the Bloomberg 2020 Gender-Equality Index for its commitment to advancing women in the workplace through measurement and transparency.

•We take pay equity seriously and conduct regular internal assessments on pay disparities and make adjustments as necessary.

•We provide employees training on unconscious bias, non-discrimination and harassment and allyship to drive engagement, mitigate bias and encourage more inclusive behavior.

•We have adopted a supplier diversity policy to ensure that our Company's suppliers reflect 2U's commitment to diversity.


			2021 Proxy Statement

SEC Form DEF 14A filed by 2U, Inc.