What changed in this filing

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Item 9A. Controls and Procedures

2022-02-28 compared with 2021-03-01 · 73 added, 93 removed, 216 unchanged (43% of the section changed)

1 unchanged sentence

The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2021.

Based upon such review, the Chief Executive Officer and Chief Financial Officer have concluded that the Company had in place, as of December 31, 2020, effective controls and procedures designed to ensure that information required to be disclosed by the Company (including consolidated subsidiaries) in the 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.

principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based upon such review, the Chief Executive Officer and Chief Financial Officer have concluded that the Company had in place, as of December 31, 2021, effective controls and procedures designed to ensure that information required to be disclosed by the Company (including consolidated subsidiaries) in the reports it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 Exchange Act is accumulated and communicated to the Company’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

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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.

The company completed its acquisition of Torrens University and related assets in Australia and New Zealand ("ANZ") on November 3, 2020.

As a result, management has excluded this business from its assessment of internal control over financial reporting as of December 31, 2020.

The total assets of ANZ that were excluded from management's assessment represented approximately 10% of the company's total assets as of December 31, 2020.

The total revenues of ANZ that were excluded from the assessment represented approximately 2% of the company's total revenues for the year ended December 31, 2020.

Under the supervision, and with the participation of the Company’s principal executive officer and principal financial officer, the Company’s management assessed the effectiveness of the registrant’s internal control over financial reporting as of December 31, 2021, based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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Other Information

On February 22, 2021, Thomas J.

Aprahamian, 52, the Company’s Senior Vice President, Controller and Chief Accounting Officer, informed the Company of his decision to resign from those positions effective March 22, 2021 to serve the Company in a different position.

On February 26, 2021, the Company announced that Tal Darmon, age 46, will join the Company as Senior Vice President, Controller and Chief Accounting Officer on March 22, 2021.

Darmon currently serves as Chief Accounting Officer of Laureate Education, Inc., a position he has held since December 2016.

Prior to serving as Chief Accounting Officer, he served at Laureate as Global Corporate Controller from August 2015 to December 2016.

Darmon has no family relationship with any directors or executive officers of the Company, nor are there any arrangements or understandings between Mr.

Darmon and any other persons pursuant to which he was selected as an officer of the Company.

In connection with his appointment, Mr.

Darmon will receive a base salary of $400,000 per year;

a one-time signing bonus of $300,000 paid in two equal installments at hire and 6 months after service begins, subject to a clawback for termination within 24 months of hire;

and a one-time equity award grant of $300,000 with shares cliff-vesting on the fourth anniversary of the grant date.

In addition, Mr.

Darmon will be eligible to participate in the compensation programs described under “Compensation Discussion and Analysis” in the Company’s proxy statement relating to its 2020 annual meeting of stockholders filed with the SEC on March 16, 2020, which

description is incorporated herein by reference.

Aprahamian will remain the Company’s principal accounting officer until March 22, 2021.

Disclosure Regarding Foreign Jurisdiction that Prevent Inspections

Directors, Executive Officers, and Corporate Governance

The following table sets forth certain information with respect to the Company’s directors, executive officers, and significant employees:

The following table sets forth certain information with respect to the Company’s directors and executive officers:

Name Age Position

Silberman 64 Executive Chairman

Kevin Gilligan 66 Vice Chairman

Grusky 63 Presiding Independent Director

Kevin Gilligan 67 Vice Chairman, Presiding Lead Director

Beason 74 Director

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Casteen III 78 Director

James Dallas 62 Director

Fick 44 Director

Grusky 64 Director

Johnson 51 Director

Karl McDonnell 56 Director, Chief Executive Officer

McRobbie 71 Director

Slocum 44 Director

Thomas Waite, III 70 Director

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Herraiz 47 Senior Vice President and General Counsel

Hokenson 50 Senior Vice President, Chief Human Resources Officer

Hokenson 51 Senior Vice President, Chief Human Resources Officer & Chief Diversity Officer

Silberman has been a Director of the Company since March 2001.

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Since 2014, he has served as a Managing Director of Equity Group Investments.

He also serves as the Chairman of the Board of Directors of Par Pacific Holdings and as Lead Director of the Board of Covanta Holding Company, and previously served on the Board of Twenty-First Century Fox, Inc.

from 2013 to 2019.

He also serves as the Chairman of the Board of Directors of Par Pacific Holdings, and previously served on the Board of Twenty-First Century Fox, Inc.

from 2013 to 2019, and on the Board of Covanta Holding Company from 2014 to 2021.

He is a member of the Council on Foreign Relations.

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Gilligan holds a bachelor’s degree in economics from Boston College.

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, was a Principal

and Member from 2000 to 2005, was a Senior Advisor from 2005 to 2019, and has served on the Executive Leadership Council 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.

Grusky has served on the Board since 2001, is the Chair of the Nominating Committee, and currently serves as the Presiding Independent Director.

He holds a bachelor’s degree in history from Union College and a master’s degree in business administration from Harvard University.

Gilligan currently serves as the Presiding Lead Director.

Beason is a consultant in education and health care administration.

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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.

She is also Chairwoman of the Strayer University Board of Trustees, and serves on the Board of Trustees of Berea College.

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.

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Brogley served as Director of Business Development and Marketing Europe for Microsoft TV from 1997 to 2000 and was a management consultant with Bain and Company from 1995 to 1997.

Brogley presently serves on the Board of Trinity Health, a healthcare system with headquarters in Michigan.

Brogley presently serves on the Board of Trinity Health, a healthcare system with headquarters in Michigan, and is the Chair of its Audit Committee, and on the Board of Narvar, Inc.

Brogley served on the Board of Capella Education Company from 2014 until her appointment to the Board of Strategic Education, Inc.

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He has chaired the boards of both the College Entrance Examination Board and the Association of American Universities.

Casteen has been a member of the Board since 2011, and is on the Nominating Committee and Compensation Committee of the Board.

Casteen has been a member of the Board since 2011, and is the Chair of the Nominating Committee of the Board.

Casteen holds a bachelor’s degree, master’s degree and a Ph.D.

in English from the University of Virginia, as well as several honorary degrees, including degrees from the Universities of Athens (Greece) and Edinburgh (Scotland) and two community colleges in Virginia.

James Dallas has been an independent consultant since September 2013, focusing on information technology strategy, risk, and change management through James Dallas & Associates.

From March 2006 until September 2013, Mr.

Dallas was with Medtronic Public Limited Company, a manufacturer of cardiac and other specialized medical devices.

He was responsible for various aspects of Medtronic’s operations, serving first as Medtronic’s Senior Vice President and Chief Information Officer and most recently, from 2008 to 2013, as Senior Vice President, Quality and Operations.

Prior to joining Medtronic, Mr.

Dallas was with Georgia-Pacific Corporation, a maker of tissue, pulp, paper, packaging, building products and related chemicals, from 1984 to 2006.

While at Georgia-Pacific, Mr.

Dallas held various roles of increasing responsibility, ending his career with Georgia-Pacific as its Vice President and Chief Information Officer from 2002 to 2006.

In addition, Mr.

Dallas also serves as a director of the non-profits Grady Memorial Hospital Corporation and the Atlanta Community Food Bank.

Prior to joining the Board of Strategic Education on August 1, 2018, on which he serves as a member of the Audit Committee, he served on the Board of Capella Education Company.

He also serves on the boards of KeyCorp and Centene Corporation, and formerly served on the board of WellCare Health Plans, Inc.

from September 2016 until its acquisition by Centene in January 2020.

Dallas holds a bachelor’s degree in accounting from the University of South Carolina-Aiken, and a master’s of business administration from Emory University.

Fick leads Elastic NV's information security business as the General Manager of Elastic Security.

Fick has led Elastic NV's information security business as the General Manager of Elastic Security since 2019.

Previously, he was CEO of Endgame from 2012 through its acquisition by Elastic (NYSE:

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He also led Endgame’s professional services business through its acquisition by Accenture in 2017.

Fick spent nearly a decade as an

operating partner at Bessemer Venture Partners, where he worked with management teams to build durable businesses.

Fick spent nearly a decade as an operating partner at Bessemer Venture Partners, where he worked with management teams to build durable businesses.

Fick writes and speaks regularly on entrepreneurship, leadership, corporate governance, and technology issues, and his commentary has been featured in the New York Times , Washington Post , Bloomberg, CNBC, NPR and CNN.

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Fick was elected to the Board in 2016, and serves as the Chair of the Audit Committee.

Johnson is Senior Vice President of Strategy, Corporate Development and Investor Relations at EnPro Industries, a leading technology company using materials science to push the boundaries of the semiconductor, life sciences, and other technology-enabled sectors.

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, was a Principal and Member from 2000 to 2005, was a Senior Advisor from 2005 to 2019, and has served on the Executive Leadership Council 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.

Grusky has served on the Board since 2001, and is on the Nominating Committee.

He holds a bachelor’s degree in history from Union College and a master’s degree in business administration from Harvard University.

Johnson currently serves as a Partner at the Halifax Group, a private investment company, having worked with Halifax Group as an Operating Executive since 2020.

Johnson was previously Senior Vice President of Strategy, Corporate Development and Investor Relations at EnPro Industries, a manufacturer of proprietary engineered products, from 2020 until joining the Halifax Group.

Johnson is a founding member and previously served as a Partner at RLJ Equity Partners since 2007.

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Johnson graduated from the University of Tennessee with a bachelor’s degree in chemical engineering, holds an MBA from Harvard Business School, and serves on The Council of Foreign Relations.

Johnson was elected to Board on November 3, 2020, with service beginning on January 4, 2021, and serves on the Audit Committee.

Johnson was elected to the Board on November 3, 2020, with service beginning on January 4, 2021, and serves on the Compensation Committee.

Karl McDonnell was named Chief Executive Officer of the Company in May 2013, and served as President and Chief Operating Officer from 2006 to 2013.

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McDonnell holds a bachelor’s degree from Virginia Wesleyan College and a master’s degree in business administration from Duke University.

McRobbie serves as University Chancellor, President Emeritus, and University Professor at Indiana University (IU).

He previously served as the 18th President of IU, one of the largest universities in the U.S., from July 1, 2007 until his retirement on June 30, 2021.

McRobbie served as a vice chair of the board of directors of Indiana University Health system until his retirement from IU, and is on the executive committee of the board of OneAmerica, a private mutual insurance company.

McRobbie joined the Board in July of 2021.

A native of Australia, Dr.

McRobbie holds a bachelor of arts degree with first class honors from the University of Queensland, and a Ph.D.

from Australian National University.

Slocum is a partner of Inclusive Capital Partners, L.P., an investment manager founded in 2020 focused on companies solving environmental and social challenges through for-profit business models.

Previously, he was a portfolio manager at Golden Gate Capital, which he joined in 2011.

Slocum led public-equity investments for the Golden Gate Capital Opportunity Fund and for the Emerald Gate Equities Portfolio, employing a concentrated, long-term approach across the firm’s industry verticals.

In addition to his portfolio management role, he served on Golden Gate Capital's private-equity investment review committee, and on the board of managers and compensation committee of Williston Financial Group, a title insurance and real-estate technology company licensed in 49 states.

Prior to joining Golden Gate Capital, Mr.

Slocum worked as a vice president at ValueAct Capital Management.

Before ValueAct, Mr.

Slocum worked in private equity at Parthenon Capital Partners and in strategy consulting at Bain & Company.

Slocum was first elected to the Board at the 2021 Annual Meeting of Stockholders, and serves on the Audit Committee.

Slocum earned a BA in economics and graduated magna cum laude from Williams College, where he was inducted into Phi Beta Kappa, and he earned an MBA, with distinction, from Harvard Business School.

Thomas Waite , III , now retired, was the Treasurer and Chief Financial Officer of the Humane Society of the United States from 1997 until January 2020.

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Herraiz earned a Bachelor of Arts in Government from the University of Virginia, and her Juris Doctor from the George Mason University School of Law.

Hokenson i s Senior Vice President, Chief Human Resources Officer.

Hokenson i s Senior Vice President, Chief Human Resources Officer & Chief Diversity Officer.

Hokenson joined SEI in 2018 and brings more than 20 years of experience in business leadership, organizational consulting, and HR strategy.

Previously, Ms.

Hokenson was Managing Director and Chief Human Resources Officer at ProShares, and held HR leadership positions at Capital One in both Europe and the U.S.

Hokenson was Managing Director and Chief Human Resources Officer at ProShares from 2012 to 2018, and held HR leadership positions at Capital One in both Europe and the U.S.

She earned a Bachelor of Arts degree from The College of William & Mary.

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Number Description

2.1 Sale and Purchase Agreement, dated July 29, 2020, between the Company, SEI Newco Inc., LEI AMEA INVESTMENTS B.V.

and Laureate Education, Inc.

(incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K/A filed with the Commission on August 5, 2020).

2.2* Sale and Purchase Agreement - Side Letter, dated November 3, 2020, between the Company, SEI Newco, Inc., LEI AMEA INVESTMENTS B.V.

and Laureate Education, Inc.

3.1 Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Commission on August 1, 2018).

3.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the Commission on August 1, 2018).

3.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Quarter ly Report on Form 10-Q f iled with the Commission on July 29 , 20 2 1 ).

4.1 Specimen Stock Certificate (incorporated by reference to Exhibit 4.01 of Amendment No.

19 unchanged sentences

10.10† Form of Restricted Stock Award Agreement — Time Based — under the 2015 Equity Compensation Plan (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8 filed with the Commission on May 5, 2015).

10.11† Form of Restricted Stock Award Agreement — Performance Based — under the 2015 Equity Compensation Plan (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-8 filed with the Commission on May 5, 2015).

10.12† Form of Restricted Stock Award Agreement for Non-Employee Directors (incorporated by reference to Exhibit 99.4 to the Company’s Registration Statement on Form S-8 filed with the Commission on May 5, 2015).

10.11† Strategic Education, Inc.

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000-21039) filed with the Commission on March 1, 2019).

10.16†* Form of Restricted Stock Award Agreement — Performance Based — under the 2018 Equity Compensation Plan (2021).

10.17†* Form of Restricted Stock Award Agreement – Non-Employee Director – under the 2018 Equity Compensation Plan (2021).

10.14† Form of Restricted Stock Award Agreement — Performance Based — under the 2018 Equity Compensation Plan (2021) (incorporated by reference to Exhibit 10.16 of the Company's Annual Report on Form 1 0-K (File No.

000-21039 ) filed with the Commission on March 1 , 202 1) .

10.15† Form of Restricted Stock Award Agreement – Non-Employee Director – under the 2018 Equity Compensation Plan (2021) (incorporated by reference to Exhibit 10.17 of the Company's Annual Report on Form 10-K (File No.

000-21039) file d with the Commission on March 1, 2021) .

10.16† Capella Education Company 2014 Equity Incentive Plan (incorporated by reference to Exhibit A to Capella Education Company’s definitive Proxy Statement (File No.

1-33140) for its 2014 annual meeting of shareholders filed with the Commission on March 24, 2014).

10.19† Form of Restricted Stock Award Agreement – Performance Based – under the Capella Education Company 2014 Equity Compensation Plan (incorporated by reference to Exhibit 10.21 of the Company’s Annual Report on Form 10-K (File No.

000-21039) filed with the Commission on March 1, 2019).

10.17† Form of Restricted Stock Award Agreement – Non-Employee Director – under the Capella Education Company 2014 Equity Compensation Plan (incorporated by reference to Exhibit 10.22 of the Company’s Annual Report on Form 10-K (File No.

000-21039) filed with the Commission on March 1, 2019).

10.21†* Form of Restricted Stock Award Agreement — Performance Based — under the Capella Education Company 2014 Equity Compensation Plan (2021).

10.22†* Form of Restricted Stock Award Agreement — Non-Employee Director — under the Capella Education Company 2014 Equity Compensation Plan (2021).

10.18† Form of Restricted Stock Award Agreement — Non-Employee Director — under the Capella Education Company 2014 Equity Compensation Plan (2021) (incorporated by reference to Exhibit 10.22 of t he Company's Annual Report on Form 10-K (File No.

000-21039) filed with the Commission on March 1, 2021) .

21.1* Subsidiaries of Registrant.

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Chief Executive Officer

March 1, 2021

February 28, 2022

POWER OF ATTORNEY

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/s/ Robert S.

Silberman Executive Chairman March 1, 2021

Kevin Gilligan Vice Chairman March 1, 2021

Silberman Executive Chairman February 28, 2022

Kevin Gilligan Vice Chairman February 28, 2022

Kevin Gilligan

/s/ Karl McDonnell Chief Executive Officer and Director March 1, 2021

/s/ Karl McDonnell Chief Executive Officer and Director February 28, 2022

Karl McDonnell (Principal Executive Officer)

/s/ Daniel W.

Jackson Chief Financial Officer March 1, 2021

Jackson Chief Financial Officer February 28, 2022

Jackson (Principal Financial Officer)

/s/ Thomas J.

Aprahamian Controller and Chief Accounting Officer March 1, 2021

Aprahamian (Principal Accounting Officer)

/s/ Tal Darmon Chief Accounting Officer February 28, 2022

Tal Darmon (Principal Accounting Officer)

/s/ Charlotte F.

Beason Director March 1, 2021

Brogley Director March 1, 2021

Casteen, III Director March 1, 2021

James Dallas Director March 1, 2021

Beason Director February 28, 2022

Brogley Director February 28, 2022

Casteen, III Director February 28, 2022

/s/ Nathaniel C.

Fick Director March 1, 2021

Fick Director February 28, 2022

/s/ Robert R.

Grusky Director March 1, 2021

Johnson Director March 1, 2021

Thomas Waite, III Director March 1, 2021

Grusky Director February 28, 2022

Johnson Director February 28, 2022

/s/ Michael A.

McRobbie Director February 28, 2022

/s/ William J.

Slocum Director February 28, 2022

Thomas Waite, III Director February 28, 2022

Thomas Waite, III

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures