Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 9, 2026, Robert Brackenbury was appointed to the Board of Directors (“ Board ”) of Phoenix Education Partners, Inc. (the “ Company ”) as a Class I director. Mr. Brackenbury will serve on the audit committee of the Board. Mr.…
We are a mission-driven organization operating at the forefront of the rapidly evolving post-secondary education market. As one of the largest online education providers and a pioneer in our field, we benefit from the dynamic interplay between technological innovation, education, employment and economic trends. The demands of the modern workforce are continually shifting, and we are focused on transforming the way individuals achieve their educational and career aspirations while balancing the unique demands of being an adult learner. We are focused on delivering a personalized, career-relevant and affordable education to our students through our flexible learning model, skills-aligned curriculum and accessible tuition costs. We have created purpose-built platforms that leverage an artificial intelligence (“AI”)-ready data infrastructure and technology stack to enhance the student experience, increase student success and improve the connectivity between students, educators and employers.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 9, 2026,
Robert Brackenbury was appointed to the Board of Directors (“ Board ”) of Phoenix Education Partners, Inc. (the “ Company ”)
as a Class I director. Mr. Brackenbury will serve on the audit committee of the Board.
Mr. Brackenbury
previously served at the State of Michigan Retirement System from 2010 to 2026, most recently as the Deputy Chief Investment Officer,
where he oversaw the investment management of more than $170 billion in combined pension and other state trust fund assets. Mr. Brackenbury
also held several senior leadership positions with the State of Michigan Retirement System. Earlier in his career with the State of Michigan,
Mr. Brackenbury served as a State Tax Tribunal judge and as an Assistant Attorney General. Mr. Brackenbury spent a decade in senior administrative
roles at Eastern Michigan University and serves as an investment committee member for local community foundations in Michigan. Mr. Brackenbury
also served as a U.S. Army officer, both on active duty and in the U.S. Army Reserve. Mr. Brackenbury currently serves on the board of
directors of Athene Holding Ltd. Mr. Brackenbury holds a Bachelor of Science degree in mathematics and economics and a Master of Arts
degree in economics from Eastern Michigan University, a Master of Business Administration degree from the University of Michigan Ross
School of Business, and a Juris Doctor degree from Wayne State University Law School. He also completed the Senior Executives in State
and Local Government Program at Harvard Kennedy School.
Mr. Brackenbury
has entered into a standard indemnification agreement with the Company, the form of which is attached as exhibit 10.22 to the Company’s
Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “ SEC ”) on November 20, 2025.
Mr. Brackenbury will also be eligible to receive director compensation from the Company as more fully described under the caption “Director
Compensation” on pages 27 and 28 of the Company’s Proxy Statement for 2025 Annual Meeting of Stockholders, filed with the
SEC on December 29, 2025.
There are no
arrangements or understandings between Mr. Brackenbury and any person pursuant to which Mr. Brackenbury was selected as a director. There
have been no transactions since the beginning of the Company’s last fiscal year, and there are no currently proposed transactions,
in which the Company was or is to be a participant and in which Mr. Brackenbury, or any member of his immediate family had or will have
any interest, that are required to be reported under Item 404(a) of Regulation S-K.