STRAYER EDUCATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A total of 6,000,000 shares of Series A Convertible Redeemable Preferred Stock, par value $.01, have been authorized. The Company issued 5,769,231 shares of Series A Convertible Redeemable Preferred Stock in the May 2001 recapitalization (See Note 1 above for more information). During 2001, the Company recorded 76,445 shares as accrued in-kind dividends. As of December 31, 2001, 5,845,676 shares of Series A Convertible Redeemable Preferred Stock were issued and outstanding. During 2002, the Company recorded 212,780 shares as accrued in-kind dividends. In November 2002, 2.3 million shares of the Series A Convertible Redeemable Preferred Stock were converted on a 1 for 1 basis into common stock. As of December 31, 2002, 3,758,456 shares were issued and outstanding. During 2003, the Company recorded 141,488 shares as accrued in-kind dividends. As of December 31, 2003, 3,899,944 shares of Series A Convertible Redeemable Preferred Stock were issued and outstanding. During 2004, the Company recorded 77,176 shares as in-kind dividends. In March 2004, 3,102,000 shares of Series A Convertible Redeemable Preferred Stock were converted into common stock on a one for one basis and, pursuant to the registration rights agreement with the Company, were sold in a registered secondary offering by the holders thereof. In June 2004, the Company converted all of its remaining outstanding Series A Preferred Shares (including all shares accrued thereon through June 28, 2004) on a one for one basis into common shares. The Series A Preferred Stockholders received an aggregate of 875,120 common shares of the Company as a result of the conversion. The Series A Convertible Redeemable Preferred Stock activity from December 31, 2001 to December 31, 2004 is reflected in the table below:
In conjunction with the opening of new campuses in Greenville, South Carolina, Memphis, Tennessee, King of Prussia, Pennsylvania and new facilities for the existing Prince George's County, Maryland campus and Strayer University Online offices in Newington, Virginia, during 2004, the Company recorded reimbursements by the lessors for improvements made to the leased properties in the amount of $1,545,000. In 2003, there was an $11,000 reimbursement for improvements made to a leased regional office in Jessup, Maryland. In accordance with Financial Accounting Standards Board Technical Bulletin No. 88-1, these reimbursements were capitalized as leasehold improvements and a long-term liability established. The leasehold improvements and the long-term liability will be
STRAYER EDUCATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
amortized on a straight-line basis over the corresponding lease terms, which range from five to ten years. As of December 31, 2003 and 2004, the Company had deferred lease incentives of $1,513,000 and $2,669,000, respectively.
Lease Obligations
In accordance with the FASB Technical Bulletin No. 85-3, "Accounting for Operating Leases with Schedule Rent Increases", the Company records rent expense on a straight-line basis over the initial term of a lease. The difference between the rent payment and the straight-line rent expense is recorded as a long-term liability. As of December 31, 2003 and 2004, the Company had lease obligations of $820,000 and $1,823,000, respectively.
Indemnification on the Sale of Student Loans
In the fourth quarter of 2003, the Company sold its student loan portfolio to a national student loan marketing organization. Under the terms of the Indemnification Agreement, the Company has provided an indemnification to the purchaser of the student loans for claims that may arise due to loan documentation, regulatory compliance, and loan servicing for the student loans that were sold. The Company did not indemnify the purchaser for any credit risk associated with the loans sold. As of December 31, 2003 and 2004, the Company had recorded a liability of $333,000 and $215,000, respectively, for the estimated potential payments under the indemnification and classified it as a long-term liability on the balance sheet.
10. Other Employee Benefit Plans
The Company has a 401(k) plan covering all eligible employees of the Company. Participants may contribute up to $14,000 of their base compensation. Employee contributions are voluntary. Discretionary contributions were made by the Company, matching up to 2% of annual wages contributed to the plan each year, and were $304,000, $338,000 and $400,000 for the years ended December 31, 2002, 2003 and 2004, respectively.
In May 1998, the Company adopted the Strayer Education, Inc. Employee Stock Purchase Plan ("ESPP"). Under the ESPP, eligible employees may purchase shares of the Company's common stock, subject to certain limitations, at 90 percent of its market value at the date of purchase. Purchases are limited to 10 percent of an employee's eligible compensation. The aggregate number of shares of common stock that may be made available for purchase by participating employees under the ESPP is 2,500,000 shares. During 2002, 2003 and 2004, 7,443, 5,563 and 4,186 shares, respectively, were purchased in the open market for employees, at average prices of $53.08, $65.10 and $98.78 per share, respectively.
11. Stock Repurchase Plan
As announced on November 3, 2003, the Company's Board of Directors initially authorized the Company to repurchase Common Stock through December 31, 2004 in open market purchases from time to time at the discretion of the Company's management, depending on market conditions and other corporate considerations. The initial authorization was up to an aggregate of $15 million and was increased to $40 million in May 2004. In October 2004, the authorization was increased to $65 million and the authorized period to effect such share repurchases extended to December 31, 2005. The Company intends to effect such purchases in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. This Share Repurchase Plan may be modified, suspended or terminated at any time by the Company without notice. The 2004 activity associated with stock repurchases, all of which was part of a publicly announced plan, is as follows:
51
STRAYER EDUCATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| | | | | | |
| Total number of shares repurchased in 2004 | | 346,444 |
| Average price per share repurchased | | $106.13 |
| Amount available for future repurchases | | $25 million |
| | | |
|
The Company did not make any common stock share repurchases in the fourth quarter 2004.
12. Commitments and Contingencies
The University participates in various federal student financial assistance programs which are subject to audit. Management believes that the potential effects of audit adjustments, if any, for the periods currently under audit will not have a material adverse effect on the Company's financial position, results of operations or cash flows.
As of December 31, 2004, the Company had long-term operating leases for thirty-three campus locations and six other administrative locations. Rent expense was $5,165,000, $6,279,000 and $8,645,000 for the years ended December 31, 2002, 2003 and 2004, respectively. Prior to the purchase of three of these campuses in February 2002, the Washington, D.C. campus and three of the Virginia campuses were leased from entities affiliated with the Company's former CEO and majority stockholder. Rent paid to these entities was $502,000, $346,000, and $356,000 for the years ended December 31, 2002, 2003 and 2004, respectively. In February 2002, the Company acquired the Washington, D.C., Manassas, Virginia, and Woodbridge, Virginia, campuses for an aggregate of $12,000,000 from entities affiliated with the Company's former CEO and majority stockholder. Accordingly, only one lease remains outstanding with affiliates of the Company's former CEO and majority stockholder. This lease involved total payments of $356,000 in 2004 and expires in 2006. In 2003, the Washington, D.C. campus was sold for $5.2 million and the Company realized a gain of $1.8 million, pre-tax.
The rents on the Company's leases are subject to annual increases. The minimum rental commitments for the Company as of December 31, 2004, are as follows (in thousands):
| | | | | | | | | | |
| | | Minimum
Rental
Commitments | | Total Amount
Payable To
Related Parties |
| 2005 | | $ | 8,780 | | | $ | 370 | |
| 2006 | | | 8,402 | | | | 156 | |
| 2007 | | | 7,605 | | | | — | |
| 2008 | | | 7,287 | | | | — | |
| 2009 | | | 7,357 | | | | — | |
| Thereafter | | | 27,897 | | | | — | |
| Total | | $ | 67,328 | | | $ | 526 | |
|
In addition, the Company has available two $10 million credit facilities from two banks. Interest on any borrowings under either facility will accrue at an annual rate not to exceed 0.75% above the London Interbank Offered Rate. The Company does not pay a fee for these facilities. There have been no borrowings by the Company under these credit facilities.
52
STRAYER EDUCATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. Income Taxes
The income tax provision for the years ended December 31, 2002, 2003 and 2004 is summarized below (in thousands).
| | | | | | | | | | | | | | |
| | | 2002 | | 2003 | | 2004 |
| Current: | | | | | | | | | | | | |
| Federal | | $ | 13,403 | | | $ | 17,911 | | | $ | 21,184 | |
| State | | | 2,994 | | | | 3,706 | | | | 4,024 | |
| Total current | | | 16,397 | | | | 21,617 | | | | 25,208 | |
| Deferred: | | | | | | | | | | | | |
| Federal | | | 299 | | | | 25 | | | | 561 | |
| State | | | 34 | | | | 4 | | | | 69 | |
| Total deferred | | | 333 | | | | 29 | | | | 630 | |
| Total provision for income taxes | | $ | 16,730 | | | $ | 21,646 | | | $ | 25,838 | |
|
The tax effects of the principal temporary differences that give rise to the Company's deferred tax assets (liabilities) are as follows as of December 31, 2003 and 2004 (in thousands):
| | | | | | | | | | |
| | | 2003 | | 2004 |
| Tuition receivable and student loans | | $ | 314 | | | $ | 508 | |
| Accrued vacation payable | | | 113 | | | | 138 | |
| Unrealized losses on marketable securities | | | — | | | | 96 | |
| Current net deferred tax asset | | | 427 | | | | 742 | |
| Student loans | | | 183 | | | | 83 | |
| Property and equipment | | | (739 | ) | | | (1,862 | ) |
| Deferred leasing costs | | | 328 | | | | 702 | |
| Long-term net deferred tax liability | | | (228 | ) | | | (1,077 | ) |
| Net deferred tax asset (liability) | | $ | 199 | | | $ | (335 | ) |
|
A reconciliation between the Company's statutory tax rate and the effective tax rate for the years ended December 31, 2002, 2003 and 2004 is as follows:
| | | | | | | | | | | | | | |
| | | 2002 | | 2003 | | 2004 |
| Statutory federal rate | | 35.0% | | 35.0% | | 35.0% |
| State income taxes, net of federal benefits | | 4.6% | | 4.3% | | 4.3% |
| Other | | (0.2%) | | (0.2%) | | (0.8%) |
| Effective tax rate | | 39.4% | | 39.1% | | 38.5% |
|
Cash payments for income taxes were $15.5 million in 2002, $19.2 million in 2003 and $12.3 million in 2004.
53
STRAYER EDUCATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. Summarized Quarterly Financial Data (Unaudited)
Quarterly financial information for 2003 and 2004 is as follows (in thousands except per share data):
| | | | | | | | | | | | | | | | | | |
| | | Quarter |
| | | First | | Second | | Third | | Fourth |
| 2003 | | | | | | | | |
| Total revenues | | $ | 36,694 | | | $ | 36,965 | | | $ | 29,993 | | | $ | 43,373 | |
| Income from operations | | | 14,097 | | | | 14,033 | | | | 7,340 | | | | 17,427 | |
| Net income | | | 8,872 | | | | 8,841 | | | | 4,854 | | | | 11,106 | |
| Net income available to common stockholders | | | 7,597 | | | | 7,560 | | | | 3,567 | | | | 9,812 | |
| Net income per share: | | | | | | | | | | | | | | | | |
| Basic | | $ | 0.71 | | | $ | 0.71 | | | $ | 0.33 | | | $ | 0.91 | |
| Diluted | | $ | 0.61 | | | $ | 0.60 | | | $ | 0.32 | | | $ | 0.74 | |
|
| | | | | | | | | | | | | | | | | | |
| | | Quarter |
| | | First | | Second | | Third | | Fourth |
| 2004 | | | | | | | | |
| Total revenues | | $ | 46,106 | | | $ | 46,811 | | | $ | 38,009 | | | $ | 52,268 | |
| Income from operations | | | 18,512 | | | | 18,362 | | | | 7,837 | | | | 20,772 | |
| Net income | | | 11,468 | | | | 11,403 | | | | 5,090 | | | | 13,279 | |
| Net income available to common stockholders | | | 10,358 | | | | 11,124 | | | | 5,090 | | | | 13,279 | |
| Net income per share: | | | | | | | | | | | | | | | | |
| Basic | | $ | 0.92 | | | $ | 0.80 | | | $ | 0.35 | | | $ | 0.91 | |
| Diluted | | $ | 0.76 | | | $ | 0.75 | | | $ | 0.34 | | | $ | 0.89 | |
|
STRAYER EDUCATION, INC.
Schedule II -- Valuation and Qualifying Accounts
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | |
| Description | | Balance
beginning
of period | | Additions
charged to
expense | | Deductions | | Balance
end of
period | | Bad debt
expense as
a % of
revenue |
| Deduction from asset account: | | | | | | | | | | | | | | | | | | | | |
| Allowance for doubtful accounts: | | | | | | | | | | | | | | | | | | | | |
| Year ended December 31, 2004 | | $ | 785 | | | $ | 4,208 | | | $ | (3,692 | ) | | $ | 1,301 | | | | 2.3 | % |
| Year ended December 31, 2003 | | | 635 | | | | 2,670 | | | | (2,520 | ) | | | 785 | | | | 1.8 | % |
| Year ended December 31, 2002 | | | 457 | | | | 1,794 | | | | (1,616 | ) | | | 635 | | | | 1.5 | % |
| Allowance for loan losses: | | | | | | | | | | | | | | | | | | | | |
| Year ended December 31, 2004 | | | 127 | | | | — | | | | (110 | ) | | | 17 | | | | | |
| Year ended December 31, 2003 | | | 603 | | | | 141 | | | | (617 | ) | | | 127 | | | | | |
| Year ended December 31, 2002 | | | 536 | | | | 243 | | | | (176 | ) | | | 603 | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
|
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
The Registrant's Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Registrant's disclosure controls and procedures as of December 31, 2004. Based upon such review, the Chief Executive Officer and Chief Financial Officer have concluded that the Registrant has in place, as of December 31, 2004, effective controls and procedures designed to ensure that information required to be disclosed by the Registrant (including consolidated subsidiaries) in the
54
STRAYER EDUCATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
reports it files or submits under the Securities Exchange Act of 1934, as amended, and the rules thereunder, is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in reports it files or submits under the Securities Exchange Act is accumulated and communicated to the Registrant's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management's Report on Internal Control Over Financial Reporting
The Registrant's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of the Registrant's principal executive officer and principal financial officer, the Registrant's management assessed the effectiveness of the registrant's internal control over financial reporting, as of December 31, 2004 based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment under the framework in Internal Control – Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2004.
Our management's assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2004 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
Changes in Internal Controls over Financial Reporting
The Registrant's Chief Executive Officer and Chief Financial Officer have evaluated any changes in the Registrant's internal control over financial reporting that occurred during the quarter ended December 31, 2004, and have concluded that there was no change during such quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.
Item 9B. Other Information
None.
55
PART III
Item 10. Directors and Executive Officers
The following table sets forth certain information with respect to the Company's directors and executive officers.
| | | | | | | | | | |
| Name | | Age | | Position |
| Directors: | |
| Robert S. Silberman | | 47 | | Chairman of the Board and Chief Executive Officer |
| Dr. Charlotte F. Beason | | 57 | | Director |
| William E. Brock | | 74 | | Director |
| David A. Coulter | | 57 | | Director |
| Gary Gensler | | 47 | | Director |
| Robert R. Grusky | | 47 | | Director |
| Robert L. Johnson | | 58 | | Director |
| Steven B. Klinsky | | 48 | | Director |
| Todd A. Milano | | 52 | | Director |
| G. Thomas Waite, III | | 53 | | Director |
| J. David Wargo | | 51 | | Director |
| Executive Officers: | |
| Mark C. Brown | | 45 | | Senior Vice President and Chief Financial Officer |
| Lysa A. Hlavinka | | 38 | | Senior Vice President – Marketing and Administration |
| Steven A. McArthur | | 47 | | Senior Vice President and General Counsel |
| Pamela S. Bell | | 45 | | Vice President – Online Operations |
| James F. McCoy | | 45 | | Vice President – Campus Operations |
| Kevin P. O'Reagan | | 45 | | Vice President and Chief Technology Officer |
| Dr. J. Chris Toe | | 50 | | Strayer University President |
| Sonya G. Udler | | 37 | | Vice President – Corporate Communications |
| Michael J. Fortunato | | 41 | | Controller |
|
Directors
Mr. Robert S. Silberman has been Chairman of the Board since February 2003 and Chief Executive Officer since March 2001. Mr. Silberman was Executive in Residence at New Mountain Capital, LLC, from August 2000 to March 2001. From 1995 to 2000, Mr. Silberman served as President and Chief Operating Officer of CalEnergy Company, Inc. and in other capacities. From 1993 to 1995, Mr. Silberman was Assistant to the Chairman and Chief Executive Officer of International Paper Company. From 1989 to 1993, Mr. Silberman served in several senior positions in the U.S. Department of Defense, including as Assistant Secretary of the Army. Mr. Silberman has been a Director of Strayer since March 2001. He serves on the Board of Directors of Surgis, Inc., Danielson Holding Company, and on the Management Advisory Board of New Mountain Capital, LLC. He also serves on the Board of Visitors of The Johns Hopkins University School of Advanced International Studies. Mr. Silberman is a member of the Council on Foreign Relations. Mr. Silberman holds a bachelor's degree in history from Dartmouth College and a master's degree in international policy from the The Johns Hopkins University.
56
Dr. Charlotte F. Beason is a consultant in education and health care administration. From 1988 to 1996, she was Director of Health Professions Education Service and the Health Professional Scholarship Program at the Department of Veterans Affairs. From 2000 to 2003, Dr. Beason was Chair and Vice Chair of the Commission on Collegiate Nursing Education (an autonomous agency accrediting baccalaureate and graduate programs in nursing); she is a member of the Accreditation Review Committee of the American Nurses Credentialing Commission. Dr. Beason is a member of the Nominating/Governance Committee of the Board and also a member of the Strayer University Board of Trustees. Dr. Beason holds a bachelor's degree in nursing from Berea College, a master's degree in psychiatric nursing from Boston University and a doctorate in clinical psychology and public practice from Harvard University.
Mr. William E. Brock founded Intellectual Development Systems, Inc., an education services company, in 1996. From 1988 to 1995 Mr. Brock was the founder and Chairman of the Brock Group, a firm specializing in international trade, investment and human resources. From 1985 to 1987, Mr. Brock served in the President's Cabinet as the U.S. Secretary of Labor, and from 1981 to 1985, as the U.S. Trade Representative. Elected Chairman of the Republican National Committee from 1977 to 1981, Mr. Brock previously served as a Member of Congress and, subsequently, as U.S. Senator for the State of Tennessee. Mr. Brock serves as a Counselor and Trustee of the Center for Strategic and International Studies, and as a member of the Board of Directors of On Assignment, Inc., and Health Extra, Inc. Mr. Brock is Chair of the Nominating/Governance Committee of the Board. He holds a bachelor's degree in commerce from Washington and Lee University. Mr. Brock has also received a number of honorary degrees.
Mr. David A. Coulter has been Vice Chairman of J.P. Morgan Chase & Co. from December 2000 to the present. Mr. Coulter was Vice Chairman of The Chase Manhattan Corporation from July 2000 to December 2000. Prior to joining Chase, for several years Mr. Coulter led the West Coast operations of the Beacon Group, a private investment and strategic advisory firm, and prior to that, Mr. Coulter served as the Chairman and Chief Executive Officer of the BankAmerica Corporation. Mr. Coulter is a member of the Board of Directors of PG&E Corporation. Mr. Coulter is currently serving as the Presiding Outside Director of the Strayer Education, Inc. Board of Directors. Mr. Coulter holds a bachelor's degree in mathematics and economics and a master's degree in industrial administration, both from Carnegie Mellon University.
Mr. Gary Gensler served as Under Secretary of the U.S. Department of the Treasury from 1999 to 2001, and as Assistant Secretary of the Treasury from 1997 to 1999. From 1988 to 1997, Mr. Gensler was a partner of The Goldman Sachs Group, LP, where he served in various capacities including co-head of finance, responsible for controllers and treasury worldwide. Mr. Gensler is co-author of "The Great Mutual Fund Trap." He serves as a Trustee of the Baltimore Museum of Art, the Bryn Mawr School, and The Enterprise Foundation, and is a member of the Board of Visitors of the University of Maryland, Baltimore County and the Board of The Johns Hopkins Center for Talented Youth. Mr. Gensler also serves on the Management Advisory Board of New Mountain Capital, LLC. Mr. Gensler is Chair of the Audit Committee of the Board. Mr. Gensler holds a bachelor's degree in economics and an MBA from the Wharton School of the University of Pennsylvania.
Mr. Robert R. Grusky is a co-founder and has been a Member of New Mountain Capital, LLC, since January 2000. Mr. Grusky is also the founder and managing member of Hope Capital Management, LLC, an investment manager, since 2000. From 1998 to 2000, Mr. Grusky served as President of RSL Investments Corporation. From 1985 to 1997, with the exception of 1990 to 1991 when he was on a leave of absence to serve as a White House Fellow and Assistant for Special Projects to the Secretary of Defense, Mr. Grusky served in a variety of capacities, including Vice President, at Goldman, Sachs & Co., first in its Mergers & Acquisitions Department and then in its Principal Investment Area. He is also on the Board of Directors of Surgis, Inc. and National Medical Health Card Systems, Inc., as well as a member of the Board of Trustees of Hackley School and the Multiple Myeloma Research Foundation. Mr. Grusky is a member of the Audit Committee of the Board. He holds a bachelor's degree in history from Union College and an MBA from Harvard University.
57
Mr. Robert L. Johnson is the founder and Chief Executive Officer of Black Entertainment Television (BET), a subsidiary of Viacom and the leading African-American operated media and entertainment company in the United States. In 2002, Mr. Johnson became the first African-American majority owner of a major sports franchise, the Charlotte Bobcats of the NBA. He is also the owner of the Charlotte Sting of the WNBA. Mr. Johnson is also the founder of RLJ Companies where he owns or holds interests in companies operating in the professional sports, hospitality/restaurant, real estate, gaming, and recording industries. From 1976 to 1979, he served as vice president of governmental relations for the National Cable & Telecommunications Association (NCTA). Mr. Johnson also served as press secretary for the Honorable Walter E. Fauntroy, Congressional Delegate from the District of Columbia. He also serves on the following boards: US Airways, Hilton Hotels, NBA Board of Governors, The Johns Hopkins University, Lowe's Companies and the American Film Institute. Mr. Johnson is also a member of the Board of Governors for the Rock and Roll Hall of Fame in Cleveland, Ohio. Mr. Johnson is a member of the Compensation Committee of the Board. He holds a bachelor's degree in social studies from the University of Illinois and a master's degree in international affairs from the Woodrow Wilson School of Public and International Affairs at Princeton University.
Mr. Steven B. Klinsky is the Founder and has been the Managing Member and Chief Executive Officer of New Mountain Capital, LLC, since January 2000. From 1987 to June 1999, Mr. Klinsky was a general partner of Forstmann Little & Co., a private equity firm. Mr. Klinsky was non-executive Chairman of the Board from March 2001 until February 2003 and served as the Board's Presiding Outside Director from February 2004 until February 2005. He is a member of the Nominating/Governance Committee of the Board. He also serves on the Board of Directors of Surgis, Inc., Overland Solutions, Inc., Apptis, Inc., and National Medical Health Card Systems, Inc. Mr. Klinsky holds a bachelor's degree in economics and political philosophy from the University of Michigan, a master's degree in business administration and a juris doctorate degree from Harvard University.
Mr. Todd A. Milano has been President and Chief Executive Officer of Central Pennsylvania College since 1989. Mr. Milano is a member of the Compensation Committee of the Board and is also a member of the Strayer University Board of Trustees. Mr. Milano holds a bachelor's degree in industrial management from Purdue University.
Mr. G. Thomas Waite, III has been Treasurer and Chief Financial Officer of the Humane Society of the United States since 1993. In 1992, Mr. Waite was the Director of Commercial Management of The National Housing Partnership. Mr. Waite is a member of the Audit Committee of the Board and is also a member of the Strayer University Board of Trustees. Mr. Waite holds a bachelor's degree in commerce from the University of Virginia and is a Certified Public Accountant.
Mr. J. David Wargo is a co-founder and has been a Member of New Mountain Capital, LLC, since January 2000. Since 1993, Mr. Wargo has also been President of Wargo and Company, Inc., an investment management company. From 1989 to 1992, Mr. Wargo was a Managing Director and Senior Analyst of The Putnam Companies, a Boston-based investment management company. From 1985 to 1989, Mr. Wargo was a partner and held other positions at Marble Arch Partners. Mr. Wargo is a Director of Liberty Media International and OpenTV Corporation. Mr. Wargo is Chair of the Compensation Committee of the Board. Mr. Wargo holds a bachelor's degree in physics and a master's degree in nuclear engineering, both from the Massachusetts Institute of Technology. He also holds a master's degree in management from the Sloan School of Management, Massachusetts Institute of Technology.
Executive Officers
Mr. Mark C. Brown joined Strayer in September 2001 as Senior Vice President and Chief Financial Officer. Mr. Brown was most recently the Chief Financial Officer of the Kantar Group, the information and consultancy division of WPP Group, a multi-national communications services company. Prior to that, for nearly 12 years, Mr. Brown held a variety of management positions at PepsiCo, Inc., including Director of Corporate Planning for Pepsi Bottling Group and Business Unit
58
Chief Financial Officer for Pepsi-Cola International. Mr. Brown is a Certified Public Accountant who started his career with PricewaterhouseCoopers, LLP. Mr. Brown holds a bachelor's degree in accounting from Duke University and an MBA from Harvard University.
Ms. Lysa A. Hlavinka is Senior Vice President – Marketing and Administration. Ms. Hlavinka has been working in the for-profit education field for the past 14 years and joined Strayer in May 2001 as Vice President, Marketing. Ms. Hlavinka started her career as an account executive at an advertising agency and joined the University of Phoenix in 1990. As that company grew, Ms. Hlavinka held positions as Marketing Manager, Director of Administrative Services, and, most recently, National Director of Advertising. She has taught marketing and public relations classes both at the University of Phoenix and Strayer University. Ms. Hlavinka holds a bachelor's degree in advertising from Arizona State University and an MBA from the University of Phoenix.
Mr. Steven A. McArthur joined Strayer in May 2001 as Senior Vice President and General Counsel. Mr. McArthur is responsible for oversight of all legal matters for Strayer and coordinating with other responsible officers on various regulatory, administrative, human resources, real estate, leasing and insurance matters. Mr. McArthur previously served as Senior Vice President and General Counsel to MidAmerican Energy Holdings Company, a Fortune 500 diversified holding company, and a number of its public company subsidiaries. He has over 20 years of experience advising various public companies in the areas of regulatory compliance, mergers and acquisitions, financings and related legal matters. Mr. McArthur holds a bachelor's degree in political science from McGill University in Canada and a juris doctorate degree from New York University School of Law.
Ms. Pamela S. Bell is the Vice President – Online Operations. In this capacity, Ms. Bell oversees all functions including, academics, admissions, student services, international outreach and business operations for Strayer University Online. She manages the delivery and ensures the quality of teaching in online courses; coordinates online assessment of faculty for technology-mediated teaching; is responsible for faculty training; and coordinates and regulates technical support of all instructional delivery models. Prior to her appointment as Vice President of Online Operations in April 2004, Ms. Bell served for almost three years as Assistant Vice President and Division Manager at SAIC managing various online related programs and applications. Prior to this, Ms. Bell served with Strayer University Online in various assignments, including Director, Academic Dean, Distance Learning Coordinator and Admissions Counselor. Ms. Bell holds a bachelor's degree in political science from the University of Tennessee, a master's degree in management from Webster University and a master's degree in communication technology from Capella University.
Mr. James F. McCoy is the Company's Vice President – Campus Operations. Previously, Mr. McCoy served as the University's Regional Director – Southern Virginia, North Carolina and Tennessee, with oversight responsibilities for all administrative functions of that Region's campuses, including student enrollment, retention, collection of revenue and budget. Mr. McCoy has been active in proprietary education for the past 22 years and joined Strayer in 1994. He has worked with several school systems, including Phillips and Branell, in management capacities at both the campus and corporate levels. Mr. McCoy has extensive experience in new campus start-ups, P&L management, and accreditation and compliance regulations. In addition, he has management experience in both the administrative and academic operations of a campus. Mr. McCoy holds a bachelor's degree in political science from Landor University and an MBA from Strayer University.
Mr. Kevin P. O'Reagan is Vice President and Chief Technology Officer. He has been active in the technology field for over 18 years and joined Strayer in July 2001. Mr. O'Reagan started his career with Andersen Consulting and later joined Prudential Mortgage as the Director of Technology. Prior to joining Strayer, he held a number of IT management positions including Chief Technology Officer of the RIA Group of the Thompson Corporation. Prior to joining Strayer, Mr. O'Reagan also developed and taught courses at the post-graduate level as an adjunct faculty member at The Johns Hopkins University in its Information Technology Program. Mr. O'Reagan holds a bachelor's degree in information systems management from the University of Maryland and a master's degree in technology from The Johns Hopkins University.
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Dr. J. Chris Toe is Strayer University President. Dr. Toe has spent 30 years in government, international business, and higher education. Eleven of his 17 years in higher education have been at Strayer University, which he joined in 1993. He began his career as an economist in the West African Republic of Liberia and served on the economics faculty at Texas Tech University in Lubbock, Texas, for many years. Prior to becoming University President, Dr. Toe was University Provost and Academic Dean. Prior to that, he managed enrollment, student services, and graduate programs at the University. He has been a Professor and Campus Dean, and he teaches graduate research classes. Dr. Toe holds a bachelor's degree in economics from the University of Liberia, and a master's degree in agricultural economics and a doctorate in economics, both from Texas Tech University.
Ms. Sonya G. Udler is Vice President – Corporate Communications. Ms. Udler joined Strayer in July 2002, and brings over 15 years of public relations and marketing communications experience to Strayer. For the two years prior to joining Strayer, she served as a public relations and media strategies consultant. She previously served as Senior Vice President at Young & Associates, Inc., a public relations agency, where she developed communications strategies and media programs for Bell Atlantic, Siemens, Verizon and other leading technology companies. Ms. Udler holds a bachelor's degree in journalism from the University of Maryland.
Mr. Michael J. Fortunato joined Strayer as its Controller in September 2002. Mr. Fortunato spent 17 years working in a variety of industries including health care, real estate, international investing and software development prior to joining Strayer. Mr. Fortunato began his career with the accounting firm of KPMG Peat Marwick. He holds a bachelor's degree in business administration from Loyola College and he is a Certified Public Accountant.
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Certain Significant Employees of the University
The following information is supplied with respect to certain other significant employees of the University:
| | | | | | | | | | |
| Name | | Age | | Position |
| Dr. J. Chris Toe | | 50 | | University President |
| Patricia Ardoline-Pellicci | | 39 | | Regional Director – North Carolina, South Carolina and Florida |
| Marjorie Arrington | | 43 | | Director of Financial Aid and Title IV Compliance |
| Ann P. Berger | | 50 | | Director of Business Development |
| Dr. Zelphia A. Brown | | 34 | | Regional Academic Dean – Tennessee and Georgia |
| Gregory Ferenbach | | 45 | | Deputy General Counsel |
| Dr. Eric F. Grosse, Jr. | | 57 | | Dean of Academic Development and Training |
| Kristen Jones | | 34 | | Director of New Campus Openings |
| Randall T. Jones | | 43 | | Regional Director – Tennessee and Georgia |
| Suk J. Lee | | 44 | | Regional Academic Dean – Maryland, Pennsylvania and Washington, D.C. |
| Joyce A. Mayfield | | 52 | | Regional Academic Dean – North Carolina, South Carolina and Florida |
| David A. Moulton | | 52 | | Director of Libraries |
| Stan L. Petree | | 51 | | Regional Academic Dean – Virginia |
| Reginald Rainey | | 37 | | Regional Director – Virginia |
| Randi S. Reich | | 31 | | Regional Director – Maryland, Pennsylvania and Washington, D.C. |
| Geoffrey D. Roth | | 39 | | Director of Facilities |
| Betty G. Shuford | | 63 | | Dean of Student Affairs |
| Marcos C. Tigre | | 31 | | Director of Internal Audit |
| Cyndi L. Wastler | | 39 | | Director of Academic Records |
| Edward L. Yost | | 40 | | Director of Human Resources |
|
Dr. J. Chris Toe is the University President. See Executive Officer section above for more biographical information.
Ms. Patricia Ardoline-Pellicci is the University's Regional Director for North Carolina, South Carolina and Florida with oversight responsibilities for all administrative functions of the Region's campuses, including student enrollment, retention, collection of revenue and budget. Ms. Ardoline-Pellicci has been with Strayer University for 12 years, and has served in a variety of roles, including Financial Aid Manager, Student Services Manager, University Bursar and Campus Manager. Ms. Ardoline-Pellicci holds a bachelor's degree in communications from Marywood College and an MBA from Strayer University.
Ms. Marjorie Arrington is the University's Director of Financial Aid and Title IV Compliance. Ms. Arrington is responsible for administering the University's Title IV programs and ensuring that all University practices in this area comply with the applicable administrative and regulatory standards required by the HEA. Ms. Arrington has been actively involved with the state, regional and national associations of student financial aid administrators and the U.S. Department of Education. Ms. Arrington has over 20 years of experience in the administration of Title IV funds. Ms. Arrington holds a bachelor's degree in history from the University of North Carolina at Chapel Hill.
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Ms. Ann P. Berger is the University's Director of Business Development. In this role, Ms. Berger works with Fortune 500 companies to provide ways to further educate their employees as part of the organizations' workforce development efforts. Prior to joining Strayer University, Ms. Berger worked for Chubb Computer Services' staffing and training division with responsibilities for the Southeastern Region, and was involved with a number of computer technology companies in various capacities, including program and sales management. Ms. Berger holds a bachelor's degree in accounting from the University of Maryland and is a Certified Public Accountant.
Dr. Zelphia A. Brown is the University's Regional Academic Dean for Tennessee and Georgia. Dr. Brown has been with Strayer for two years and was the Campus Dean for the Memphis – Thousand Oaks Campus prior to her current appointment. Dr. Brown provides academic leadership for five campuses. Dr. Brown has several years of experience in academic and administrative fields. She holds a bachelor's degree in business administration and a doctorate in education from the University of Memphis, and an MBA from Arkansas State University.
Mr. Gregory Ferenbach is the University's Deputy General Counsel. Mr. Ferenbach provides advice and counsel on diverse legal and policy issues, including regulatory compliance, strategic alliances with corporations and government institutions, key contracts with suppliers, litigation and human resources issues. Mr. Ferenbach is also responsible for the legal aspects of expansion into new states, including obtaining regulatory approvals, and for federal government relations. Prior to joining Strayer, Mr. Ferenbach was Senior Vice President and General Counsel to the Public Broadcasting Service (PBS) and an attorney in private practice. Mr. Ferenbach holds a bachelor's degree in history from Yale University and a juris doctorate degree from the University of Virginia School of Law.
Dr. Eric F. Grosse, Jr. is the University's Dean of Academic Development and Training. He directs the professional development of academic personnel, evaluates needs, develops and implements programs, manages faculty data systems, plans faculty meetings and workshops, participates in Faculty Senate deliberations and the University's outcome assessment efforts, and manages the regular revision of academic related procedures and training manuals. Prior to this position, Dr. Grosse worked at several institutions, including Prince George's Community College, Trinity College and The Johns Hopkins University. Dr. Grosse holds a bachelor's degree in English literature from Hobart College, a master's degree in English literature from the University of Maryland, a master's degree in human resources development from American University/NTL Institute of Applied Behavioral Science, and a doctorate in adult and continuing education from Teachers College/Columbia University.
Ms. Kristin Jones is the University's Director of New Campus Openings and is responsible for managing all operational aspects of the University's new campus openings. Ms. Jones has been with Strayer University for seven years and has served in a number of positions, including Admissions Officer, Campus Dean, Campus Manager, and Dean of Academic Development. Prior to joining Strayer, Ms. Jones taught within the Virginia Community College System. Ms. Jones holds bachelor's degrees in English and education and a master's degree in English, all from Virginia Polytechnic Institute and State University.
Mr. Randall T. Jones is the University's Regional Director for Tennessee and Georgia. Mr. Jones has oversight responsibilities for all regional administrative functions including student enrollment and retention, budget and collection of revenue. Mr. Jones joined Strayer University in 2002 as Campus Manager for the Memphis – Thousand Oaks Campus, where he directed and managed the spring 2002 campus opening. Prior to joining Strayer, Mr. Jones worked for the Institute for Professional Development and has over 15 years of education administrative experience in admissions and recruiting, student retention, and new program and campus development. Mr. Jones holds a bachelor's degree in journalism from the University of Memphis.
Mr. Suk J. Lee is the University's Regional Academic Dean for Washington, D.C., Maryland and Pennsylvania. He has been with Strayer for five years and has held a number of academic positions in the University. Currently, Mr. Lee has supervisory responsibilities for the academic administration of 10 campuses. Prior to his appointment as the Regional Academic Dean, his most recent position was
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Campus Dean at the Anne Arundel Campus. Mr. Lee holds a bachelor's degree in accounting from the University of Baltimore and an MBA from Loyola College. He also is a Certified Public Accountant.
Ms. Joyce A. Mayfield is the University's Regional Academic Dean for North Carolina, South Carolina and Florida. Ms. Mayfield has been with Strayer for seven years and has held a number of academic positions in the University. Currently, Ms. Mayfield has supervisory responsibilities for the academic administration of seven campuses. Prior to her appointment as Regional Academic Dean, Ms. Mayfield was Campus Dean at Shelby Oaks Campus in Memphis, Tennessee. Ms. Mayfield has approximately 20 years of experience in higher education. Ms. Mayfield holds a bachelor's degree in general business from Savannah State University and an MBA from Prairie View A&M University.
Mr. David A. Moulton is the University's Director of Libraries. Mr. Moulton manages library services and collections for all campus locations as well as for online users. Mr. Moulton oversees the operations of the University's main library, the Wilkes Library, in Washington, D.C., and the Learning Resource Centers at each campus. Mr. Moulton has been employed by Strayer for 29 years in a variety of Librarian positions. He has held a membership in the American Library Association for over 25 years and has been a member of the Virginia Library Association for 15 years. Mr. Moulton holds a bachelor's degree in history from the University of New Hampshire and a master's degree in library science from Simmons College.
Mr. Stan L. Petree is the University's Regional Academic Dean for Virginia. Mr. Petree has been with Strayer for eight years and has held a number of administrative and academic positions in the University. Currently, Mr. Petree has supervisory responsibilities for the academic administration of the University's Virginia campuses. Prior to his appointment as Regional Academic Dean for Virginia, he was the Regional Academic Dean for North Carolina, South Carolina, Tennessee and Georgia. Mr. Petree also has over 20 years of experience in the office furniture and retail drug industries. Mr. Petree holds a bachelor's degree in business administration and an MBA, both from Strayer University.
Mr. Reginald Rainey is the University's Regional Director for Virginia, with oversight responsibilities for all administrative functions of that Region's campuses including student enrollment, retention, collection of revenue and budget. Mr. Rainey has been with Strayer University 16 years and has held a number of positions, including Campus Manager. Mr. Rainey holds a bachelor's degree in accounting from Strayer University.
Ms. Randi S. Reich is the University's Regional Director for Washington, D.C., Maryland and Pennsylvania. Ms. Reich has been with the University for four years, previously holding the positions of Director of Business Process, Director of New Campus Openings, Director of Business Development and Campus Manager. Prior to joining Strayer, Ms. Reich co-founded and managed business and strategic development for Mascot Network, an application service provider serving the higher education market with an "enterprise portal." Ms. Reich also served several years in city government with the City of New York as the Assistant Director in the Mayor's Office of Transportation, and also worked at Boston Consulting Group. Ms. Reich holds a bachelor's degree in psychology and political science from the University of Pennsylvania and an MBA from Harvard University.
Mr. Geoffrey D. Roth is the University's Director of Facilities with responsibility for leasing, managing and maintaining all campus locations and other University real estate. Mr. Roth is responsible for all aspects of site selection, transaction management, construction, furniture and equipment delivery and relocation. Mr. Roth also works with each campus to ensure that from a fiscal and physical perspective, each location is maintained to Strayer standards. Mr. Roth has 15 years of corporate real estate experience, including serving as a Director of Corporate Services at Cushman & Wakefield, Inc., where he helped Fortune 500 clients manage their real estate portfolios. Mr. Roth holds a bachelor's degree in public policy from Syracuse University.
Ms. Betty G. Shuford is the University's Dean of Student Affairs with responsibility for ensuring that services and programs that impact student retention are being handled effectively in all regions.
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Ms. Shuford, who has been with Strayer University for 22 years, previously served in a number of positions, including Regional Director, Administrative Dean, and Campus Manager at four different campuses. She holds a bachelor's degree in English and a master's degree in English from the University of Texas.
Mr. Marcos C. Tigre is the University's Director of Internal Audit. Mr. Tigre is primarily responsible for the University's internal audits of campus operations as well as internal financial reporting audits. Mr. Tigre also supports the University's compliance with the Sarbanes-Oxley Act, working with management, financial accounting and campus personnel. Mr. Tigre has over seven years of internal and external audit experience, most recently with a multinational telecommunications company serving in a lead financial reporting and consolidations role with responsibilities over implementing financial accounting compliance with the Sarbanes-Oxley Act. Mr. Tigre holds a bachelor's degree in business administration from George Washington University.
Ms. Cyndi L. Wastler is the University's Director of Academic Records. Ms. Wastler is responsible for the oversight of the University's Transcript Evaluation Center, the Records Office, and Veterans Services. In addition, she works with other University administrators on regulatory and compliance matters that affect the University. Ms. Wastler has been with the University for 13 years. She holds a bachelor's degree in history from Mary Baldwin College and a master's degree in accounting from Strayer University.
Mr. Edward L. Yost is the University's Director of Human Resources. In this role, Mr. Yost leads Human Resources efforts to provide employees a working environment that promotes their personal and professional development, while supporting the growth of the organization. Mr. Yost comes to Strayer with over 12 years of human resources experience, most recently as the Director of Human Resources for a nationwide marketing research data collection agency. He began his career in the field of human resources with Gabriel Brothers, Inc. Mr. Yost holds a bachelor's degrees in accounting and business administration from Fairmont State University and a master's degree in industrial and labor relations from West Virginia University.
Audit Committee and Audit Committee Financial Expert
The Company has a separately-designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The Audit Committee is composed of Gary Gensler, Todd A. Milano and G. Thomas Waite, each of whom are independent as that term is used in Item 7(d)(3)(IV) of Schedule 14A under the Exchange Act.
The Board of Directors has determined that Gary Gensler qualifies as an "audit committee financial expert", as defined by Securities and Exchange Commission Rules, based on his education, experience and background.
Section 16(a) Beneficial Ownership Reporting Compliance
The Securities Exchange Act of 1934 requires the Company's directors, executive officers and 10% stockholders to file reports of beneficial ownership of equity securities of the Company's and to furnish copies of such reports to the Company. Based on a review of such reports, and upon written representations from certain reporting persons, the Company believes that, during the fiscal year ended December 31, 2004, all such filing requirements were met.
Code of Ethics
The Board of Directors adopted a Code of Ethics in February 2004, meeting the requirements of Section 406 of the Sarbanes-Oxley Act of 2002 and applicable NASDAQ requirements. The Company will provide to any person without charge, upon request, a copy of such Code of Ethics. Copies are also available on our website, www.strayereducation.com in the Investor Relations section. Persons wishing to make such a request should contact Sonya G. Udler, Vice President of Corporate Communications, 1100 Wilson Blvd. Suite 2500, Arlington, VA 22209, (703) 247-2500. In the event that we make any amendment to, or grant any waiver from, a provision of the Code of Ethics that
64
applies to our principal executive officer, principal financial officer, principal accounting officer or controller and requires disclosure under applicable SEC rules, we intend to disclose such amendment or waiver and the reasons for the amendment or waiver on our website, located at www.strayereducation.com, and as required by NASDAQ, file a Current Report on Form 8-K with the SEC reporting the amendment or waiver.
Item 11. Executive Compensation
The information required by this Item is hereby incorporated by reference from the information to be contained under the captions "Compensation", "Directors' Compensation" and "Board Committees" in the Company's Proxy Statement which will be filed no later than 120 days following December 31, 2004.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this Item is hereby incorporated by reference from the information contained under the caption "Beneficial Ownership of Common Stock" in the Company's Proxy Statement which will be filed no later than 120 days following December 31, 2004.
Item 13. Certain Relationships and Related Transactions
The information required by this Item is hereby incorporated by reference from the information contained under the caption "Certain Transactions with Former Management" in the Company's Proxy Statement which will be filed no later than 120 days following December 31, 2004.
Item 14. Principal Accounting Fees and Services
The information required by this Item relating to Principal Accounting Fees and Services is hereby incorporated by reference from the information contained under the caption "Principal Accounting Fees and Services" in the Company's Proxy Statement which will be filed no later than 120 days following December 31, 2004.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
(A)(1) Financial Statements
All required financial statements of the registrant are set forth under Item 8 of this report on Form 10-K.
(A)(2) Financial Statement Schedules
All required financial statement schedules of the registrant are set forth under Item 8 of this report on Form 10-K.
(A)(3) Exhibits
| | | | | | |
Exhibit
Number | | Description |
| 3.01 | | Amended Articles of Incorporation and Articles Supplementary of the Company (incorporated by reference to Exhibit 3.01 of the Company's Annual Report on From 10-K filed with the Commission on March 28, 2002). |
| 3.02 | | Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.02 of the Company's Registration Statement on Form S-1 (File No. 333-3967) filed with the Commission on May 17, 1996). |
| 4.01 | | Specimen Stock Certificate (incorporated by reference to Exhibit 4.01 of Amendment No. 3 to the Company's Registration Statement on Form S-1 (File No. 333-3967) filed with the Commission on July 16, 1996). |
| 10.03 | | Employment Agreement, dated as of April 6, 2001, between Strayer Education, Inc. and Robert S. Silberman (incorporated by reference to Exhibit 10.03 of the Company's Annual Report on From 10-K filed with the Commission on March 28, 2002). |
| 10.04 | | 1996 Amended Stock Option Plan (incorporated by reference to Exhibit B of the Company's Proxy Statement filed with the Commission on April 27, 2001). |
| 21.01 | | Subsidiaries of Registrant (incorporated by reference to Exhibit 21.01 of the Company's Annual Report on From 10-K filed with the Commission on March 28, 2002). |
| 23.1* | | Consent of PricewaterhouseCoopers LLP. |
| 24.1* | | Power of Attorney (included in signature page hereto). |
| 31.1* | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Act. |
| 31.2* | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Act. |
| 32.1* | | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2* | | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
| |
| * | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| STRAYER EDUCATION, INC. |
| | |
| By: | /s/ Robert S. Silberman
Robert S. Silberman
Chairman of the Board and
Chief Executive Officer |
Date: March 1, 2005
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert S. Silberman and Steven A. McArthur and Mark C. Brown, and each of them individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and his name, place and stead in any and all capacities, to sign the report and any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant in the capacities and on the date indicated.
| | | | |
| SIGNATURES | | TITLE | | DATE |
|
| /s/ Robert S. Silberman | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | March 1, 2005 |
|
| (Robert S. Silberman) |
|
| /s/ Mark C. Brown | | Chief Financial Officer (Principal
Financial and Accounting Officer) | | March 1, 2005 |
|
| (Mark C. Brown) |
|
| /s/ Charlotte F. Beason | | Director | | March 1, 2005 |
|
| (Charlotte F. Beason) |
|
| /s/ William E. Brock | | Director | | March 1, 2005 |
|
| (William E. Brock) |
|
| /s/ David A. Coulter | | Director | | March 1, 2005 |
|
| (David A. Coulter) |
|
| | | Director | | March 1, 2005 |
|
| (Gary Gensler) |
|
| /s/ Robert R. Grusky | | Director | | March 1, 2005 |
|
| (Robert R. Grusky) |
|
| /s/ Robert L. Johnson | | Director | | March 1, 2005 |
|
| (Robert L. Johnson) |
|
| /s/ Steven B. Klinsky | | Director | | March 1, 2005 |
|
| (Steven B. Klinsky) |
|
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| | | | |
| SIGNATURES | | TITLE | | DATE |
|
| /s/ Todd A. Milano | | Director | | March 1, 2005 |
|
| (Todd A. Milano) |
|
| /s/ G. Thomas Waite, III | | Director | | March 1, 2005 |
|
| (G. Thomas Waite, III) |
|
| /s/ J. David Wargo | | Director | | March 1, 2005 |
|
| (J. David Wargo) |
|
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