SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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2303 Dulles Station Boulevard
Herndon, Virginia 20171
(703) 561-1600
• | To elect ten directors from the nominees named in the attached proxy statement. |
• | To ratify the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm. |
• | To conduct an advisory vote on the compensation of the named executive officers. |
• | To consider any other matters that may properly come before the meeting. |
Sincerely, | ||||||
ROBERT S. SILBERMAN Chairman of the Board |
Attachment: Financial Summary
Year Ended December 31, | |||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2009 | 2010 | 2011 | 2012 | 2013 | |||||||||||||||||||
(Dollar and share amounts in thousands, except per share data) | |||||||||||||||||||||||
Income Statement Data: | |||||||||||||||||||||||
Revenues | $ | 511,961 | $ | 636,732 | $ | 627,434 | $ | 561,979 | $ | 503,600 | |||||||||||||
Costs and expenses: | |||||||||||||||||||||||
Instruction and educational support | 218,551 | 269,557 | 292,003 | 300,098 | 310,446 | ||||||||||||||||||
Marketing | 54,967 | 70,270 | 74,293 | 71,864 | 75,426 | ||||||||||||||||||
Admissions advisory | 23,017 | 25,277 | 26,531 | 26,374 | 20,390 | ||||||||||||||||||
General and administration | 43,072 | 55,857 | 55,464 | 50,056 | 64,637 | ||||||||||||||||||
Total costs and expenses | 339,607 | 420,961 | 448,291 | 448,392 | 470,899 | ||||||||||||||||||
Income from operations | 172,354 | 215,771 | 179,143 | 113,587 | 32,701 | ||||||||||||||||||
Investment and other income | 1,408 | 1,228 | 152 | 4 | 2 | ||||||||||||||||||
Interest expense | — | — | 3,773 | 4,616 | 5,419 | ||||||||||||||||||
Income before income taxes | 173,762 | 216,999 | 175,522 | 108,975 | 27,284 | ||||||||||||||||||
Provision for income taxes | 68,684 | 85,739 | 69,478 | 43,045 | 10,859 | ||||||||||||||||||
Net income | $ | 105,078 | $ | 131,260 | $ | 106,044 | $ | 65,930 | $ | 16,425 | |||||||||||||
Net income per share: | |||||||||||||||||||||||
Basic | $ | 7.67 | $ | 9.78 | $ | 8.91 | $ | 5.79 | $ | 1.55 | |||||||||||||
Diluted | $ | 7.60 | $ | 9.70 | $ | 8.88 | $ | 5.76 | $ | 1.55 | |||||||||||||
Weighted average shares outstanding: | |||||||||||||||||||||||
Basic | 13,703 | 13,426 | 11,906 | 11,390 | 10,584 | ||||||||||||||||||
Diluted(a) | 13,825 | 13,535 | 11,943 | 11,440 | 10,624 | ||||||||||||||||||
Other Data: | |||||||||||||||||||||||
Depreciation and amortization | $ | 13,937 | $ | 17,309 | $ | 21,525 | $ | 23,973 | $ | 35,563 | |||||||||||||
Stock-based compensation expense | $ | 10,954 | $ | 11,987 | $ | 13,234 | $ | 5,464 | $ | 9,291 | |||||||||||||
Capital expenditures | $ | 30,431 | $ | 46,015 | $ | 29,991 | $ | 24,733 | $ | 8,726 | |||||||||||||
Cash dividends per common share (paid) | $ | 2.25 | $ | 3.25 | $ | 4.00 | $ | 4.00 | $ | — | |||||||||||||
Average enrollment(b) | 47,142 | 56,002 | 53,901 | 49,323 | 43,969 | ||||||||||||||||||
Campuses(c) | 71 | 84 | 92 | 100 | 100 | ||||||||||||||||||
Full-time employees(d) | 1,811 | 2,099 | 2,140 | 2,019 | 1,485 |
At December 31, | |||||||||||||||||||||||
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2009 | 2010 | 2011 | 2012 | 2013 | |||||||||||||||||||
(In thousands) | |||||||||||||||||||||||
Balance Sheet Data: | |||||||||||||||||||||||
Cash, cash equivalents and marketable securities | $ | 116,516 | $ | 76,493 | $ | 57,137 | $ | 47,517 | $ | 94,760 | |||||||||||||
Working capital(e) | 105,735 | 62,205 | 17,484 | 46,631 | 82,182 | ||||||||||||||||||
Total assets | 238,441 | 235,178 | 231,133 | 227,792 | 254,266 | ||||||||||||||||||
Long-term debt | — | — | 90,000 | 121,875 | 118,750 | ||||||||||||||||||
Other long-term liabilities | 11,745 | 12,644 | 21,656 | 21,905 | 51,456 | ||||||||||||||||||
Total liabilities | 48,621 | 59,174 | 188,840 | 186,804 | 215,364 | ||||||||||||||||||
Total stockholders’ equity | 189,820 | 176,004 | 42,293 | 40,988 | 38,902 |
(a) | Diluted weighted average shares outstanding include common shares issued and outstanding, and the dilutive impact of restricted stock, restricted stock units, and outstanding stock options using the treasury stock method. |
(b) | Reflects average student enrollment for the four academic terms for each year indicated. |
(c) | In October 2013, we announced that approximately 20 physical locations would be closed after classes were taught in the fall academic term. Following these closures, the University will have approximately 80 physical campuses. |
(d) | Reflects full-time employees including full-time faculty as of December 31 of each year. |
(e) | Working capital is calculated by subtracting current liabilities from current assets. |
2303 Dulles Station Boulevard
Herndon, Virginia 20171
(703) 561-1600
1. | To elect ten directors to the Board of Directors from the nominees named in the attached proxy statement to serve for a term of one year or until their respective successors are elected and qualified. |
2. | To ratify the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2014. |
3. | To conduct an advisory vote on the compensation of the named executive officers. |
4. | To consider and act upon such other business as may properly come before the meeting. |
By Order of the Board of Directors | ||||||
Viet D. Dinh Secretary |
March 25, 2014
2303 Dulles Station Boulevard
Herndon, VA 20171
(703) 561-1600
May 6, 2014
FOR THE STOCKHOLDERS MEETING TO BE HELD ON MAY 6, 2014
Committee but other board members, executive management and other professionals such as the Corporation’s auditors or outside counsel, as deemed necessary.
Ownership | |||||||||||||||||||||||||||||||
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Name/Title | Age | Board Committees | Year first elected to Strayer Board | Common Stock | Restricted Stock/RSUs | Vested Options | Unvested Options | ||||||||||||||||||||||||
Robert S. Silberman, | 56 | — | 2001 | 21,607 | 200,000 | 0 | 100,000 | ||||||||||||||||||||||||
Executive Chairman | |||||||||||||||||||||||||||||||
Dr. John T. Casteen III,(a) | 70 | Nominating | 2011 | 718 | 2,444 | 0 | 0 | ||||||||||||||||||||||||
Director | |||||||||||||||||||||||||||||||
Dr. Charlotte F. Beason, | 66 | Nominating | 1996 | 5,619 | 2,444 | 0 | 0 | ||||||||||||||||||||||||
Director | |||||||||||||||||||||||||||||||
William E. Brock, | 83 | Compensation | 2001 | 0 | 2,444 | 0 | 0 | ||||||||||||||||||||||||
Director | |||||||||||||||||||||||||||||||
Robert R. Grusky, | 56 | Audit | 2001 | 4,362 | 4,887 | 0 | 0 | ||||||||||||||||||||||||
Director | |||||||||||||||||||||||||||||||
Robert L. Johnson, | 67 | Compensation | 2003 | 8,647 | 2,444 | 0 | 0 | ||||||||||||||||||||||||
Director | |||||||||||||||||||||||||||||||
Karl McDonnell, | 47 | — | 2011 | 4,824 | 50,150 | 0 | 0 | ||||||||||||||||||||||||
Chief Executive Officer & Director | |||||||||||||||||||||||||||||||
Todd A. Milano, | 61 | Audit | 1996 | 7,175 | 4,719 | 0 | 0 | ||||||||||||||||||||||||
Director | Nominating | ||||||||||||||||||||||||||||||
G. Thomas Waite, III, | 62 | Audit | 1996 | 4,619 | 2,444 | 0 | 0 | ||||||||||||||||||||||||
Director | |||||||||||||||||||||||||||||||
J. David Wargo, | 60 | Compensation | 2001 | 2,169 | 2,444 | 0 | 0 | ||||||||||||||||||||||||
Director |
(a) | Dr. Casteen is presently serving as the Board’s Presiding Independent Director. |
Mr. Robert S. Silberman was named Strayer’s Executive Chairman of the Board in 2013. He was Chairman of the Board from February 2003 to 2013 and Chief Executive Officer from March 2001 to 2013. From 1995 to 2000, Mr. Silberman served in a variety of senior management positions at CalEnergy Company, Inc., including as President and Chief Operating Officer. 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 Covanta Holding Company and 21st Century Fox. 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 Johns Hopkins University. Mr. Silberman has been a driving force behind the evolution of the Corporation. He leads the Board with a deep appreciation of the Corporation’s history, a focused strategic vision for its future, and a broad understanding of the economic, regulatory, and demographic factors affecting the Corporation. The Nominating Committee believes that based on his experience and expertise in business management, leadership of large organizations, financial management, public policy, governmental affairs, academic policy, educational leadership, and stewardship of stockholder capital, Mr. Silberman should serve as a director of the Corporation. | ||||||
Dr. John T. Casteen III is the President Emeritus and University Professor at the University of Virginia. He served as President of the University of Virginia from 1990 through 2010. He was President of the University of Connecticut from 1985 to 1990. From 1982 to 1985, Dr. Casteen served as the Secretary of Education for the Commonwealth of Virginia. Dr. Casteen is on the board of directors of Altria, Inc., and served on the board of directors of Wachovia Corporation until 2008. Dr. Casteen also is a director of a number of charitable and privately-held business entities, including the Chesapeake Bay Foundation, ECHO 360, the Virginia Foundation for Community College Education, Virginia Intermont College, and the Woodrow Wilson International Center for Scholars. Dr. Casteen serves on the Board of Trustees of the Jamestown-Yorktown Foundation. He has chaired the boards of both the College Entrance Examination Board and the Association of American Universities. Dr. Casteen has been a member of the Board since 2011, is a member of the Nominating Committee and currently serves as the Presiding Independent Director. Dr. Casteen holds a bachelor’s degree, master’s degree and a Ph.D. in English from the University of Virginia. Dr. Casteen’s record of leadership in higher education and business will help the Board in building and maintaining the quality of Strayer University. The Nominating Committee believes that based on his experience and expertise in education leadership, educational policy, academic affairs and government affairs, Dr. Casteen should serve as a director of the Corporation. |
Dr. Charlotte F. Beason is a consultant in education and health care administration. She was Executive Director of the Kentucky Board of Nursing from 2005 to 2012. 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). From 1988 to 2004, Dr. Beason was with the Department of Veterans Affairs, first as Director of Health Professions Education Service and the Health Professional Scholarship Program, and then as Program Director, Office of Nursing Services. Dr. Beason has served on the Board since 1996 and is a member of the Nominating Committee. She is also Chairwoman 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. Dr. Beason’s record of leadership in education, accreditation, and public administration provide the Board with insight and experience in building and maintaining the quality of Strayer University. The Nominating Committee believes that based on her experience and expertise in academic matters, educational policy, organizational administration, and governmental affairs, Dr. Beason should serve as a director of the Corporation. | ||||||
Senator William E. Brock is the Founder and Chairman of the Brock Offices, a firm specializing in international trade, investment and human resources. From 1985 to 1987, Senator 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. Senator Brock previously served as a Member of Congress and subsequently as U.S. Senator for the State of Tennessee. Senator Brock is a member of the Board of Directors of On Assignment, Inc. and ResCare, Inc., and is a Senior Counselor and Member of the Board of Trustees of the Center for Strategic and International Studies, where he chairs the International Policy Roundtable. In the past five years, Senator Brock has also served on the Board of Directors of Catalyst Health Solutions, Inc. Senator Brock has been a member of the Board since 2001 and is a member of the Compensation Committee. He holds a bachelor’s degree in commerce from Washington and Lee University. Senator Brock’s experience as a legislator, senior Cabinet officer, and business leader provides the Board with an unparalleled understanding of the legislative and regulatory process. The Nominating Committee believes that based on his experience and expertise in public policy, government affairs, business management and corporate governance, Senator Brock should serve as a director of the Corporation. | ||||||
Mr. Robert R. Grusky is the Founder and has been the Managing Member of Hope Capital Management, LLC, an investment manager, since 2000. He co-founded New Mountain Capital, LLC, a private equity firm, in 2000 and was a Principal and Member from 2000 to 2005, and has been a Senior Advisor since then. 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 at Goldman, Sachs & Co., first in its Mergers & Acquisitions Department and then in its Principal Investment Area. He also serves on the Board of Directors of AutoNation, Inc. In the past five years, he has also served on the Board of Directors of AutoZone, Inc. Mr. Grusky has served on the Board since 2001 and is a member of the Audit Committee. He holds a bachelor’s degree in history from Union College and a master’s degree in business administration from Harvard University. Mr. Grusky’s keen understanding of the financial markets and his extensive experience as an investment manager and executive are tremendous assets to the Board. The Nominating Committee believes that based on his experience and expertise in financial markets, capital allocation, strategic planning, accounting and audit functions, and public policy, Mr. Grusky should serve as a director of the Corporation. |
Mr. Robert L. Johnson is the Founder and Chairman of The RLJ Companies, an innovative business network that owns or holds interests in businesses operating in hotel real estate investment, private equity, consumer financial services, asset management, automobile dealerships, sports and entertainment, and video lottery terminal (VLT) gaming. Mr. Johnson is the founder of Black Entertainment Television (BET), a subsidiary of Viacom and the leading African-American operated media and entertainment company in the United States, and served as its Chief Executive Officer until January 2006. In 2002, Mr. Johnson became the first African-American majority owner of a major sports franchise, the Charlotte Bobcats of the NBA. 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 serves on the following boards: RLJ Lodging Trust; RLJ Entertainment, Inc.; KB Home; Lowe’s Companies, Inc.; Think Finance, Inc.; The Business Council; and the Smithsonian Institution’s National Museum of African American History and Culture. Mr. Johnson has served on the Board since 2003 and is a member of the Compensation Committee. He holds a bachelor’s degree in social studies from the University of Illinois and a master’s degree in public affairs from the Woodrow Wilson School of Public and International Affairs at Princeton University. Mr. Johnson’s entrepreneurial spirit, his managerial skill, and his broad business experience provide invaluable guidance to the Board. The Nominating Committee believes that based on his experience and expertise in leading growth companies, entrepreneurship, marketing, media, advertising, financial management, strategic planning, and general business management, Mr. Johnson should serve as a director of the Corporation. | ||||||
Mr. Karl McDonnell was named Chief Executive Officer in May 2013 and has served as President and Chief Operating Officer since 2006. Mr. McDonnell served as Chief Operating Officer of InteliStaf Healthcare, Inc., one of the nation’s largest privately-held healthcare staffing firms. Prior to his tenure at InteliStaf, he served as Vice President of the Investment Banking Division at Goldman, Sachs & Co. Mr. McDonnell has held senior management positions with several Fortune 100 companies, including The Walt Disney Company. Mr. McDonnell has served on the Board since 2011. Mr. McDonnell holds a bachelor’s degree from Virginia Wesleyan College and a master’s degree in business administration from Duke University. The Nominating Committee believes that based on his experience and expertise in general management, leadership of large organizations, financial management and human capital development, Mr. McDonnell should serve as a director of the Corporation. | ||||||
Mr. Todd A. Milano is President Emeritus and Ambassador of Central Penn College, where he served as President and Chief Executive Officer from 1989 to 2012. Mr. Milano has served on the Board since 1996, is a member of the Audit Committee, the Nominating Committee, 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. Having served on the Board for more than 15 years, Mr. Milano knows the Corporation’s business, history, and culture of quality education. He is a leader in higher education and uses his experience to provide critical input into the Corporation’s operations and management. The Nominating Committee believes that based upon his experience and expertise in academic affairs, educational management, accrediting activities and organizational leadership, Mr. Milano should serve as a director of the Corporation. |
Mr. G. Thomas Waite, III has been Treasurer and Chief Financial Officer of the Humane Society of the United States since 1997 and prior to that served as Controller beginning in 1993. In 1992, Mr. Waite was the Director of Commercial Management of The National Housing Partnership. Mr. Waite has served on the Board since 1996, is Chair of the Audit Committee, and is a former 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. Waite is a leader in philanthropy and the non-profit sector, which is the Corporation’s indispensable partner in fulfilling our mission of providing quality education to working adults. His experience as a chief financial officer brings to the Board a seasoned voice in matters of accounting and governance that is a tremendous asset to the Board and the committees on which he serves. The Nominating Committee believes that based on his experience and expertise in financial matters, accounting and audit, and educational management, Mr. Waite should serve as a director of the Corporation. | ||||||
Mr. J. David Wargo has been President of Wargo and Company, Inc., an investment management company, since 1993. Mr. Wargo is a co-founder and was a Member of New Mountain Capital, LLC, from 2000 to 2008, and was a Senior Advisor there from 2008 to 2011. 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 Global, Inc. and Discovery Communications, Inc. In the past five years, he has also served on the board of Fun Technologies, Inc. Mr. Wargo has served on the Board since 2001 and is Chair of the Compensation Committee. 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 science from the Sloan School of Management, which is the business school of the Massachusetts Institute of Technology. Mr. Wargo is an expert in markets and governance and has extensive experience in developing and managing businesses. His broad-based knowledge of transactions and investments brings to the Board strong leadership, which is further enhanced by his experience on the boards of other respected publicly traded companies. The Nominating Committee believes that based on his experience and expertise in financial matters, accounting and audit, financial markets, capital allocation, and strategic planning, Mr. Wargo should serve as a director of the Corporation. |
• | Ensure alignment with long-term stockholder interests; |
• | Ensure the Corporation can attract and retain outstanding director candidates who meet the criteria outlined in this proxy; |
• | Recognize the time commitments necessary to oversee the Corporation; and |
• | Support the independence of thought required of a good director. |
• | Annual Retainer. Each eligible director is paid an annual fee of $150,000. Of this amount, at least 50% (or $75,000) of the annual fee must be paid in shares of restricted stock of the Corporation. Restricted stock is issued to directors on the date of the Annual Meeting as part of their annual retainer. The restricted shares vest over three years, with one-third of the shares vesting each year on the date of the annual meeting. Directors may choose to receive the remaining 50% of their annual retainer ($75,000) in either restricted stock or in cash, paid in quarterly installments. In the event any Director retires or resigns from the Board, the Board of Directors may, in its discretion, waive the remaining vesting period(s) for all or any portion of unvested restricted shares, provided that the departing Director has served at least five years on the Board of Directors of the Corporation. |
• | Additional Fees. The Audit Committee Chair and the Presiding Independent Director receive an additional annual fee of $10,000. Members of the Audit Committee receive an additional annual fee of $5,000. The Board may also approve additional fees for other board-related service. |
• | Reimbursement of Expenses. Directors are reimbursed for out-of-pocket expenses incurred in connection with their attendance at Board and Committee meetings. |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(a) | All Other Compensation ($) | Total ($) | ||||||||||||||
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Robert S. Silberman,(b) | — | — | — | — | ||||||||||||||
Executive Chairman | ||||||||||||||||||
Dr. Charlotte F. Beason, | 75,000 | 75,000 | — | 150,000 | ||||||||||||||
Director | ||||||||||||||||||
William E. Brock, | 75,000 | 75,000 | — | 150,000 | ||||||||||||||
Director | ||||||||||||||||||
Dr. John T. Casteen III, | 80,000 | 75,000 | — | 155,000 | ||||||||||||||
Director | ||||||||||||||||||
Robert R. Grusky, | 5,000 | 150,000 | — | 155,000 | ||||||||||||||
Director | ||||||||||||||||||
Robert L. Johnson, | 75,000 | 75,000 | — | 150,000 | ||||||||||||||
Director | ||||||||||||||||||
Karl McDonnell,(b) | — | — | — | — | ||||||||||||||
Chief Executive Officer & Director | ||||||||||||||||||
Todd A. Milano, | 5,000 | 150,000 | — | 155,000 | ||||||||||||||
Director | ||||||||||||||||||
G. Thomas Waite III, | 80,000 | 75,000 | — | 155,000 | ||||||||||||||
Director | ||||||||||||||||||
J. David Wargo, | 85,000 | 75,000 | — | 160,000 | ||||||||||||||
Director |
(a) | Amounts represent the aggregate grant date fair value computation in accordance with FASB ASC Topic 718. |
(b) | Mr. Silberman and Mr. McDonnell do not receive any additional compensation for their service as directors of the Corporation. Their compensation is reflected in the “Summary Compensation Table” set forth below in this proxy statement. |
Name | Shares of Unvested Restricted Stock (#) | |||||
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Dr. Charlotte F. Beason, | 2,444 | |||||
Director | ||||||
William E. Brock, | 2,444 | |||||
Director | ||||||
Dr. John T. Casteen, III, | 2,444 | |||||
Director | ||||||
Robert R. Grusky, | 4,887 | |||||
Director | ||||||
Robert L. Johnson, | 2,444 | |||||
Director | ||||||
Todd A. Milano, | 4,719 | |||||
Director | ||||||
G. Thomas Waite, III, | 2,444 | |||||
Director | ||||||
J. David Wargo, | 2,444 | |||||
Director |
• | Call meetings of the independent Directors, |
• | Ensure the quality, quantity and timeliness of information to the Board, and |
• | Consult and communicate with stockholders. |
body (The Board of Trustees) of the Corporation’s chief asset: Strayer University. The Board of Trustees is made up of nine trustees, including five trustees who are unaffiliated with the Corporation, two trustees who are independent members of the Corporation’s Board of Directors, and two trustees who are executive officers of the Corporation. The Board of Directors oversees, but generally defers to the University’s Board of Trustees on issues related to academic affairs and quality, including specifically, the rate of the University’s growth and expansion.
Audit | Compensation | Nominating | ||||||||
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G. Thomas Waite, Chair | J. David Wargo, Chair | Dr. John T. Casteen, III, Chair | ||||||||
Robert R. Grusky | William E. Brock | Dr. Charlotte F. Beason | ||||||||
Todd A. Milano | Robert L. Johnson | Todd A. Milano |
as an “audit committee financial expert,” as defined by SEC rules, based on his education, experience and background.
Name of Beneficial Owner | Common Stock Beneficially Owned(a) | Options Currently Exercisable or Exercisable within 60 days | Total | Percentage Owned | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Stockholders: | ||||||||||||||||||
T. Rowe Price Associates, Inc.(b) | 1,546,855 | 0 | 1,546,855 | 14.3 | % | |||||||||||||
Royce & Associates LLC(c) | 1,084,485 | 0 | 1,084,485 | 10.0 | % | |||||||||||||
BlackRock, Inc.(d) | 942,522 | 0 | 942,522 | 8.7 | % | |||||||||||||
The Vanguard Group, Inc.(e) | 611,300 | 0 | 611,300 | 5.6 | % | |||||||||||||
Directors: | ||||||||||||||||||
Robert S. Silberman | 221,607 | 0 | 221,607 | 2.0 | % | |||||||||||||
Dr. Charlotte F. Beason | 8,063 | 0 | 8,063 | * | ||||||||||||||
William E. Brock | 2,444 | 0 | 2,444 | * | ||||||||||||||
Dr. John T. Casteen III | 3,162 | 0 | 3,162 | * | ||||||||||||||
Robert R. Grusky(f) | 9,249 | 0 | 9,249 | * | ||||||||||||||
Robert L. Johnson | 11,091 | 0 | 11,091 | * | ||||||||||||||
Karl McDonnell | 54,974 | 0 | 54,974 | * | ||||||||||||||
Todd A. Milano | 11,894 | 0 | 11,894 | * | ||||||||||||||
G. Thomas Waite | 7.063 | 0 | 7.063 | * | ||||||||||||||
J. David Wargo | 4,613 | 0 | 4,613 | * | ||||||||||||||
Named Executive Officers: | ||||||||||||||||||
Dr. Michael A. Plater | 19,031 | 0 | 19,031 | * | ||||||||||||||
Mark C. Brown | 41,472 | 0 | 41,472 | * | ||||||||||||||
Daniel W. Jackson | 22,172 | 0 | 22,172 | * | ||||||||||||||
All Executive Officers and Directors (14 persons) | 439,889 | 0 | 439,889 | 4.1 | % |
* | represents amounts less than 1% |
(a) | For directors and officers, the number of shares of common stock beneficially owned includes shares of restricted stock, which the holder is entitled to vote, and restricted stock units. |
(b) | Based on a Schedule 13G/A filed with the SEC on February 7, 2014. These securities are owned by various individual and institutional investors including T. Rowe Price Mid-Cap Value Fund, Inc. (which owns 1,233,300 shares, representing 11.4% of the shares outstanding), which T. Rowe Price Associates, Inc. (“Price Associates”) serves as investment adviser with power to direct investments and/or sole power to vote securities. For purposes of the reporting requirement of the Securities Exchange Act of 1934, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. The address is: 100 E. Pratt Street, Baltimore, Maryland 21202. |
(c) | Based on a Schedule 13G/A filed with the SEC on January 14, 2014. Royce & Associates, LLC including affiliated entities is an investment adviser with respect to the reported shares for the accounts of other persons who have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares. The interest of one account, Royce Premier Fund, an investment company registered under |
| the Investment Company Act of 1940 and managed by Royce & Associates, LLC, amounted to 1,018,485 shares or 9.4% of the total outstanding shares. The address is: 745 Fifth Avenue, New York, New York 10151. |
(d) | Based on a Schedule 13G/A filed with the SEC on January 30, 2014. The address of BlackRock, Inc. is: 40 East 52nd Street, New York, New York 10022. |
(e) | Based on a Schedule 13G/A filed with the SEC on February 12, 2014. The address of The Vanguard Group Inc. is: 100 Vanguard Blvd., Malvern, PA 19355. |
(f) | Includes 3,244 shares owned by Halley Dog Investments, LLC, of which Mr. Grusky is the Manager. On December 31, 2012, Mr. Grusky gifted a 65% interest in Halley Dog Investments, LLC to a trust for the benefit of his family members. |
• | The Corporation believes that compensation of the Corporation’s key executives should be sufficient to attract and retain highly qualified and productive personnel, as well as to enhance productivity and encourage and reward superior performance. |
• | It is the policy of the Corporation that the three primary components of the Corporation’s compensation package for officers (salary, profit share, and equity grants) be considered in the aggregate. In other words, the total compensation of our executive officers should be appropriate to their contributions, and the amount of each component should take into account the size of their total compensation package, even if one individual component is larger or smaller than industry average. |
• | Consistent with Department of Education regulations, the Corporation seeks to reward achievement of specific corporate goals by executing a profit sharing plan for the Corporation’s senior officers, some of which is paid in cash, and the rest in some form of stock-based compensation with a required vesting period. |
• | The criteria used by the Compensation Committee in deciding whether, or at what level, a profit sharing plan should be funded in any year is whether the Corporation met certain performance objectives set annually by the Board. These assessments are made only after the Compensation Committee receives the Corporation’s annual financial statements, audited by the Corporation’s independent auditing firm, PricewaterhouseCoopers LLP. Each year the corporate objectives used to determine profit sharing eligibility for executives are chosen by the Board of Directors from criteria which were approved by the stockholders of the Corporation. Criteria were approved most recently by stockholders at its annual meeting on April 26, 2011. |
• | One of the Corporation’s guiding principles is that officers and directors think like owners. To this end, the Corporation adopted a requirement that within three years of hiring, promotion or being appointed to the Board, senior officers and members of the Board of Directors own shares equal to the amounts shown in the table below. The Board reviews compliance with this policy consistent with historic share ownership, market price fluctuations, and other factors. |
Title | Required Share Ownership | |||||
---|---|---|---|---|---|---|
Executive Chairman | 5x Annual Salary | |||||
Chief Executive Officer | 5x Annual Salary | |||||
Chief Operating Officer | 4x Annual Salary | |||||
Executive Vice President | 3x Annual Salary | |||||
Senior Vice President | 2x Annual Salary | |||||
Board of Directors | 3x Annual Retainer |
• | In determining compensation levels at the Corporation, the Compensation Committee compares executive compensation at the Corporation to that of nine other publicly traded companies which own education assets. These companies are: Apollo Group, Inc., Bridgepoint Education, Capella Education Company, Career Education Corporation, Corinthian Colleges, Inc., DeVry, Inc., Education Management Corporation, Grand Canyon Education, Inc., and ITT Educational Services, Inc. The Compensation Committee also compares executive compensation at the Corporation to similarly sized companies by revenue, market capitalization, and growth profile which are in other industries. |
• | The Compensation Committee generally tries to set salary targets at or below the midpoint of comparable companies. However, the Compensation Committee tries to set profit sharing targets (both cash and equity) at or above the midpoint of comparable companies. If, in the Board’s judgment, the midpoint or upper quartile calculations of the comparable companies yield too high a compensation level, the Board will not match these levels, but instead make reasoned judgments to lower the Corporation’s executive compensation to levels it deems more appropriate. |
• | At the 2013 Annual Meeting of Stockholders, approximately 85% of the votes cast were cast in favor of the advisory resolution to approve the 2012 compensation for the Corporation’s named executives. The Corporation believes this vote reflected stockholder approval of its overall pay practices and the absence of any practices that stockholders consider problematic. Accordingly, the Compensation Committee generally continued to apply the same principles in determining the amounts and types of executive compensation for 2013. The Compensation Committee values the stockholder feedback provided through the vote, and will continue to consider the results of the vote in the future. |
• | The Corporation’s achievement of annual goals and objectives set by the full Board of Directors in the preceding year, |
• | The long term performance of the Corporation, and |
• | CEO compensation level at comparable companies. |
• | Performance of the executive officers in light of relevant goals and objectives approved by the Compensation Committee and the annual goals and objectives established by the Board in the preceding year, |
• | Executive compensation level at comparable companies, and |
• | The recommendations of the Executive Chairman and the CEO. |
hires and director appointments, as well as, if applicable, making equity grants as long-term compensation and making other determinations or recommendations with respect to employee benefit plans and related matters.
• | Salary — Salaries for executives other than the Executive Chairman and the CEO are reviewed, approved, and recommended to the full Board annually by the Compensation Committee upon recommendation of the Executive Chairman and the CEO. The Executive Chairman’s and the CEO’s salaries are specified in their employment agreements (see “Employment Agreements with Mr. Silberman and Mr. McDonnell” and “Potential Payments upon Termination or Change in Control” sections below), and are annually reviewed and approved by the Compensation Committee and the full Board of Directors. |
• | Profit Sharing — The profit sharing plan for our named executives and other senior executives is funded each year by our Board of Directors upon the recommendation of the Compensation Committee of the Board. In determining whether to recommend such profit sharing, the Compensation Committee determines whether the Corporation has achieved its annual corporate objectives for the year. |
• | Equity-based Compensation Programs — As discussed above, the Corporation believes it should, subject to achievement of certain academic, operational, financial, and individual objectives, make annual equity grants in order to retain, motivate, and align the interests of those key executive officers with stockholders. |
• | Perquisites and Other Personal Benefits — The Corporation does not offer any perquisites. The Corporation does reimburse relocation expenses including tax gross-ups, when applicable. This benefit is offered to any officer hired from a different location to encourage prospective executives to relocate. None of the Corporation’s named executive officers received any perquisites or personal benefits during 2013. |
• | Employment Agreements with Mr. Silberman and Mr. McDonnell — Robert S. Silberman, the Corporation’s Executive Chairman, has an employment agreement with the Corporation which had an initial term of approximately three years (ending on December 31, 2004), and thereafter, automatically extended for successive one-year periods unless either the Corporation or Mr. Silberman provided timely notice to the contrary. Mr. Silberman’s employment agreement was amended on May 2, 2013, in connection with his transition from Chief Executive Officer to Executive Chairman. Under the amended agreement, Mr. Silberman’s term of employment is six years, and is renewable thereafter for one year terms unless the Corporation or Mr. Silberman provides notice otherwise. The amended agreement provides for a base salary of $665,000 per annum (subject to annual increases for at least cost of living adjustments). Mr. Silberman is also eligible to receive a target profit share of at least 125% of base salary, for each of the fiscal years during which he is employed, upon meeting certain corporate and financial goals annually approved by the Board. In the event of termination without cause, the employment contract also provides for the payment of three years base salary, three years of medical benefits and, if such termination is in connection with a change of control or Mr. Silberman resigns after a change of control (as explained below), an amount equal to three times the latest annual profit share award paid to him prior |
to the event of termination without cause. In addition, consistent with his original agreement with the Corporation executed in 2001, Mr. Silberman is entitled to a gross-up payment for any excise taxes which may be imposed on termination payments. |
• | Retirement and Deferred Compensation Plans — The Corporation maintains a retirement plan (the “401(k) Plan”) intended to qualify under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended. The 401(k) Plan is a defined contribution plan that covers all full-time employees of the Corporation of at least 21 years of age. The Corporation, in its discretion, matches employee contributions up to a maximum authorized amount under the plan. In 2013, the Corporation matched 50% of employee deferrals up to a maximum of 3% of the employee’s annual salary. The Corporation offers this plan to enable and encourage its employees to save for their retirement in a tax advantageous way. The Corporation also maintains an Employee Stock Purchase Plan (the “Employee Purchase Plan”). The purpose of the Employee Purchase Plan is to enable eligible full-time employees of the Corporation, through payroll deductions, to purchase shares of its common stock at a 10% discount from the prevailing market price from time to time. The Corporation offers this plan to encourage stock ownership by its employees. |
Year | Salary | Cash Profit Share | Stock Awards(b) | Option Awards(b) | All Other Compensation(c) | Total | ||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Robert S. Silberman, | 2013 | $ | 665,000 | $ | 535,000 | $ | — | $ | 2,209,000 | $ | 3,825 | $ | 3,412,825 | |||||||||||||||||
Executive Chairman | 2012 | $ | 665,000 | $ | 900,000 | $ | 1,885,775 | $ | — | $ | 10,000 | $ | 3,460,775 | |||||||||||||||||
2011 | $ | 665,000 | $ | — | $ | — | $ | — | $ | 9,800 | $ | 674,800 | ||||||||||||||||||
Karl McDonnell, | 2013 | $ | 582,000 | $ | 535,000 | $ | 2,000,000 | $ | — | $ | 3,825 | $ | 3,120,825 | |||||||||||||||||
Chief Executive Officer | 2012 | $ | 432,000 | $ | 2,000,000 | $ | 750,000 | $ | — | $ | 10,000 | $ | 3,192,000 | |||||||||||||||||
& Director | 2011 | $ | 420,000 | $ | — | $ | — | $ | — | $ | 9,800 | $ | 429,800 | |||||||||||||||||
Dr. Michael A. Plater, | 2013 | $ | 357,000 | $ | 175,000 | $ | 1,000,000 | $ | — | $ | 3,825 | $ | 1,535,825 | |||||||||||||||||
Strayer University | 2012 | $ | 327,500 | $ | 300,000 | $ | 300,000 | $ | — | $ | 10,000 | $ | 937,500 | |||||||||||||||||
President | 2011 | $ | 250,000 | $ | — | $ | 250,000 | $ | — | $ | 11,422 | $ | 511,422 | |||||||||||||||||
Mark C. Brown, | 2013 | $ | 342,000 | $ | 175,000 | $ | 1,500,000 | $ | — | $ | 3,825 | $ | 2,020,825 | |||||||||||||||||
Executive Vice President | 2012 | $ | 336,000 | $ | 300,000 | $ | 500,000 | $ | — | $ | 10,000 | $ | 1,146,000 | |||||||||||||||||
& Chief Financial | 2011 | $ | 300,000 | $ | — | $ | 300,000 | $ | — | $ | 9,800 | $ | 609,800 | |||||||||||||||||
Officer | ||||||||||||||||||||||||||||||
Daniel W. Jackson, | 2013 | $ | 235,000 | $ | 65,000 | $ | 1,000,000 | $ | — | $ | 3,520 | $ | 1,303,520 | |||||||||||||||||
Senior Vice President & | 2012 | $ | 220,000 | $ | 100,000 | $ | 150,000 | $ | — | $ | 8,297 | $ | 478,297 | |||||||||||||||||
Treasurer | 2011 | $ | 196,000 | $ | — | $ | 150,000 | $ | — | $ | 7,600 | $ | 353,600 |
(a) | The Corporation does not have a non-equity incentive plan, a pension plan or a non-qualified deferred compensation plan and, therefore, the columns related to these plans are excluded from the table. |
(b) | The amounts shown in the columns above reflect the grant date fair value of each award computed in accordance with FASB ASC Topic 718. The value of any dividends paid by the Corporation is assumed to be included in the grant date fair value of each award. |
(c) | See “Supplemental All Other Compensation Table” below for additional detail. |
Year | Corporation’s 401(k) Match | Other | Total All Other Compensation | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Robert S. Silberman, | 2013 | $ | 3,825 | $ | — | $ | 3,825 | |||||||||||
Executive Chairman | 2012 | $ | 10,000 | $ | — | $ | 10,000 | |||||||||||
2011 | $ | 9,800 | $ | — | $ | 9,800 | ||||||||||||
Karl McDonnell, | 2013 | $ | 3,825 | $ | — | $ | 3,825 | |||||||||||
Chief Executive Officer & Director | 2012 | $ | 10,000 | $ | — | $ | 10,000 | |||||||||||
2011 | $ | 9,800 | $ | — | $ | 9,800 | ||||||||||||
Michael A. Plater, | 2013 | $ | 3,825 | $ | — | $ | 3,825 | |||||||||||
Strayer University President | 2012 | $ | 10,000 | $ | — | $ | 10,000 | |||||||||||
2011 | $ | 7,692 | $ | 3,730 | (a) | $ | 11,422 | |||||||||||
Mark C. Brown, | 2013 | $ | 3,825 | $ | — | $ | 3,825 | |||||||||||
Executive Vice President & Chief Financial Officer | 2012 | $ | 10,000 | $ | — | $ | 10,000 | |||||||||||
2011 | $ | 9,800 | $ | — | $ | 9,800 | ||||||||||||
Daniel W. Jackson, | 2013 | $ | 3,520 | $ | — | $ | 3,520 | |||||||||||
Senior Vice President & Treasurer | 2012 | $ | 8,297 | $ | — | $ | 8,297 | |||||||||||
2011 | $ | 7,600 | $ | — | $ | 7,600 |
(a) | Dr. Plater received $3,730 in 2011 related to his relocation, $2,159 of which was for relocation expenses and $1,571 of which was for tax gross-ups. |
Name | Grant Date | All Stock Awards: Number of Shares of Stock or Units (#) | All Option Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards ($/share) | Grant Date Fair Value of Stock Awards ($) | Vesting Date | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Robert S. Silberman, | 2/15/13 | — | 100,000 | $ | 51.95 | 2,209,000 | (a) | 2/15/15 | ||||||||||||||||||
Executive Chairman | ||||||||||||||||||||||||||
Karl McDonnell, | 5/2/13 | 43,659 | (b) | — | — | 2,000,000 | 5/2/17 | |||||||||||||||||||
Chief Executive Officer & Director | ||||||||||||||||||||||||||
Michael A. Plater, | 2/12/13 | 16,057 | (c) | — | — | 1,000,000 | 2/12/18 | |||||||||||||||||||
Strayer University President | ||||||||||||||||||||||||||
Mark C. Brown, | 2/12/13 | 24,085 | (c) | — | — | 1,500,000 | 2/12/18 | |||||||||||||||||||
Executive Vice President & Chief Financial Officer | ||||||||||||||||||||||||||
Daniel W. Jackson, | 2/12/13 | 16,057 | (c) | — | — | 1,000,000 | 2/12/18 | |||||||||||||||||||
Senior Vice President & Treasurer |
(a) | Grant date fair value of option awards is computed using Black-Scholes methodology resulting in a fair value of $22.09 per stock option granted. These options vest 100% on February 15, 2015, and expire on February 14, 2021. |
(b) | These awards of restricted stock vest 100% on May 2, 2017, subject to satisfaction of certain performance criteria. The Corporation’s closing price of common stock was $45.81 on the date of these awards. |
(c) | These awards of restricted stock vest 100% on February 12, 2018, subject to satisfaction of certain performance criteria. The Corporation’s closing price of common stock was $62.28 on the date of these awards. |
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Grant Date | Option Exercise Price ($) | Option Full Vesting Date | Option Expiration Date | Market Value of Stock Options at 12/31/13 ($) | |||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Robert S. Silberman, | — | 100,000 | 2/15/13 | $ | 51.95 | 2/15/15 | 2/14/21 | $ | — | (a) | ||||||||||||||||||||
Executive Chairman | ||||||||||||||||||||||||||||||
Karl McDonnell, | — | — | — | — | — | — | — | |||||||||||||||||||||||
Chief Executive Officer & Director | ||||||||||||||||||||||||||||||
Dr. Michael A. Plater, | — | — | — | — | — | — | — | |||||||||||||||||||||||
Strayer University President | ||||||||||||||||||||||||||||||
Mark C. Brown, | — | — | — | — | — | — | — | |||||||||||||||||||||||
Executive Vice President & Chief Financial Officer | ||||||||||||||||||||||||||||||
Daniel W. Jackson, | — | — | — | — | — | — | — | |||||||||||||||||||||||
Senior Vice President & Treasurer |
(a) | The Corporation’s closing stock price of $34.47 on December 31, 2013 was compared to the option exercise price of $51.95 to determine the market value of these stock options at December 31, 2013. |
Name | Restricted Stock/ Restricted Stock Unit Award Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Stock at 12/31/13 That Have Not Vested ($) | Restricted Stock Vesting Date | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Robert S. Silberman, | 3/22/13 | 200,000 | (a) | 6,894,000 | 2/10/19 | |||||||||||||
Executive Chairman | ||||||||||||||||||
Karl McDonnell, | 2/14/12 | 6,491 | (b) | 223,745 | 2/14/17 | |||||||||||||
Chief Executive Officer & | 5/2/13 | 43,659 | (c) | 1,504,926 | 5/2/17 | |||||||||||||
Director | ||||||||||||||||||
Michael A. Plater, | 2/15/11 | 1,891 | (d) | 65,183 | 2/15/14 | |||||||||||||
Strayer University President | 2/14/12 | 2,596 | (b) | 89,484 | 2/14/17 | |||||||||||||
2/12/13 | 16,057 | (e) | 553,485 | 2/12/18 | ||||||||||||||
Mark C. Brown, | 2/15/11 | 2,269 | (d) | 78,212 | 2/15/14 | |||||||||||||
Executive Vice President & Chief | 2/14/12 | 4,327 | (b) | 149,152 | 2/14/17 | |||||||||||||
Financial Officer | 2/12/13 | 24,085 | (e) | 830,210 | 2/12/18 | |||||||||||||
Daniel W. Jackson, | 2/15/11 | 1,134 | (d) | 39,089 | 2/15/14 | |||||||||||||
Senior Vice President & Treasurer | 2/14/12 | 1,298 | (b) | 44,742 | 2/14/17 | |||||||||||||
2/12/13 | 16,057 | (e) | 553,485 | 2/12/18 |
(a) | These awards of restricted stock units vest 100% on February 10, 2019, subject to the satisfaction of certain performance criteria. Originally awarded as restricted stock, the awards were converted to restricted stock units, the receipt of which is deferred until retirement or other termination of employment. In connection with his appointment as Executive Chairman, the Company modified the performance criteria of these restricted stock units to focus on academic accreditation and regulatory compliance. |
(b) | These awards of restricted stock vest 100% on February 14, 2017. The Corporation’s closing price of common stock was $115.55 on the date of these awards. |
(c) | These awards of restricted stock vest 100% on May 2, 2017, subject to the satisfaction of certain performance criteria. The Corporation’s closing price of common stock was $45.81 on the date of these awards. |
(d) | These awards of restricted stock vested 100% on February 24, 2014 at the end of a trading blackout period. The Corporation’s closing price of common stock was $132.23 on the date of these awards. |
(e) | These awards of restricted stock vest 100% on February 12, 2018, subject to the satisfaction of certain performance criteria. The Corporation’s closing price of common stock was $62.28 on the date of these awards. |
Options Exercised | Restricted Stock Vested | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | |||||||||||||||
Robert S. Silberman, | — | — | — | — | |||||||||||||||
Executive Chairman | |||||||||||||||||||
Karl McDonnell, | — | — | — | — | |||||||||||||||
Chief Executive Officer & Director | |||||||||||||||||||
Dr. Michael A. Plater, | — | — | — | — | |||||||||||||||
Strayer University President | |||||||||||||||||||
Mark C. Brown, | — | — | 7,624 | 407,808 | |||||||||||||||
Executive Vice President & Chief Financial Officer | |||||||||||||||||||
Daniel W. Jackson, | — | — | 606 | 32,415 | |||||||||||||||
Senior Vice President & Treasurer |
Name | Value Realized Upon Vesting Due to Change in Control ($) | Value Realized Upon Vesting Due to Change in Control with Termination ($) | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Robert S. Silberman | — | 6,894,000 | ||||||||
Karl McDonnell | 224,000 | 1,729,000 | ||||||||
Dr. Michael Plater | 155,000 | 708,000 | ||||||||
Mark C. Brown | 227,000 | 1,058,000 | ||||||||
Daniel W. Jackson | 84,000 | 637,000 |
as of December 31, 2013
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(a) | (b) | (c) | ||||||||||||
1.Equity compensation plans previously approved by security holders | ||||||||||||||
A. 2011 Equity Compensation Plan which replaced the 1996 Stock Option Plan as amended | 300,000 | $ | 51.95 | (1) | 179,007 | |||||||||
2.Equity compensation plans not previously approved by security holders | — | — | — | |||||||||||
Total | 300,000 | $ | 51.95 | 179,007 |
(1) | The weighted average covers the 100,000 stock options and not the 200,000 restricted stock units. |
William E. Brock
Robert L. Johnson
1. | Assist the Board of Directors in fulfilling its responsibility for: |
i. | the integrity of the Corporation’s financial statements; |
ii. | the Corporation’s compliance with legal and regulatory requirements; |
iii. | the independent auditors’ qualifications and independence; and |
iv. | the performance of the independent auditors and the Corporation’s internal audit function. |
2. | Oversee the audits of the Corporation’s financial statements and its accounting, financial reporting and internal control processes. |
3. | Prepare this report required to be prepared by the Audit Committee pursuant to the rules of the Securities and Exchange Commission (“SEC”) for inclusion in the Corporation’s annual proxy statement. |
4. | Perform all other functions required to be performed by an audit committee of a publicly traded or listed company under applicable laws and the rules and regulations, as in effect from time to time, of the SEC and the NASDAQ or any other security exchange on which the company’s securities are listed. |
maintaining appropriate accounting and financial reporting policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations.
Robert R. Grusky
Todd A. Milano
of Directors after full disclosure of all aspects of the activity. A conflict of interest is defined generally to include situations where a person (i) has a private interest that materially conflicts or interferes with the interests of the Corporation, (ii) has a material personal interest that will impair the person’s ability to perform his or her work objectively and effectively, or (iii) derives a material personal benefit as a result of the person performing services for the Corporation. Among the other circumstances that may be considered conflicts of interest, any engagement in a personal business transaction involving the Corporation for profit or gain will be considered a conflict of interest requiring advance approval under the Code of Business Conduct. The Corporation’s policy prohibiting conflict of interest activities is further described in the Code of Business Conduct.
2012 | 2013 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Audit Fees | ||||||||||
Recurring: | ||||||||||
Consolidated financial statements audit | $ | 494,000 | $ | 519,000 | ||||||
Non-recurring: | ||||||||||
Other audit work | 42,500 | 90,000 | ||||||||
Tax Fees | ||||||||||
Preparation of corporate tax returns | 91,900 | 88,000 | ||||||||
Other tax compliance/tax advice | 76,800 | 148,270 | ||||||||
All Other Fees | ||||||||||
License fee for accounting tools | 1,800 | 2,600 | ||||||||
$ | 707,000 | $ | 847,870 |
• | To ensure compliance with applicable regulatory, legal and ethical business standards, |
• | To attract and retain highly qualified and productive individuals, |
• | To reward superior contribution to the long term performance of the Corporation, |
• | To encourage officers and directors to think like owners and align their interests accordingly. |
Attn: Mark C. Brown
Executive Vice President & Chief Financial Officer
2303 Dulles Station Boulevard
Herndon, Virginia 20171
(703) 561-1600