Zovio Inc. - Governance

The Board of Directors of Zovio (the "Company") sets high standards for the Company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for stockholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in the committee charters and governance documents set forth below. These documents below are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

Executive Management

Andrew Clark, Founder, President and Chief Executive Officer

Andrew has been an entrepreneur for the past 15 years, having raised capital to start his own company and eventually taking that company public. He has years of experience introducing the newest and best innovations into higher education. He is passionate about taking new innovative ideas and bringing them to life to help others.

Andrew has been recognized for his experience, passion, and vision as the Ernst & Young Entrepreneur of the Year, in San Diego, and recently was acknowledged for his unique approach to the delivery of distance education by the United States Distance Learning Association (USDLA), receiving the Innovation Award for the development of Constellation, a state-of-the-art platform and suite of e-online textbooks providing easier ways to learn. Andrew has been recognized by Inc. 5000 when the company was ranked in 2008 as the 14th fastest-growing company in America.

Andrew believes that a culture of giving and community engagement should be the foundation of all of his endeavors. He serves on the board of directors for Rady Children’s Hospital San Diego, and his team has been recognized nationally for its corporate social responsibility (CSR) efforts, recently receiving the Silver Stevie Award for CSR of the year.

Andrew earned a BA in Communication Arts from Pacific Lutheran University and an MBA from University of Phoenix.

Marc Brown, Executive Vice President and Chief People Officer

Marc Brown, EVP and Chief People Officer, is responsible for aligning the business and people strategies for Zovio. His focus is on redesigning all aspects of the company’s people agenda and talent systems to shape a culture of solutions-based innovation, passion for the impact education has on changing lives, and workforce agility in the digital age. Core to these efforts is balancing new technology with the human touch to streamline operations and improve the employee experience.

Prior to joining Zovio in 2014, he served as the VP of Human Resources, Corporate Communications and Facilities at Provide Commerce, and VP of HR at both PETCO and Encore Capital Group.

Marc earned his BS in Management Science from Virginia Tech and his MS in Organization Development from American University. He has also achieved the Senior Professional in Human Resources Certification and completed the Human Resources Executive Program at Stanford University. He currently serves as a board member, coach, and mentor for The Honor Foundation—a nonprofit institute providing professional development to transitioning Navy SEALs and the US Special Operations community.

Umang Jain, Executive Vice President and Chief Technology Officer

Umang Jain, EVP and Chief Technology Officer, is responsible for defining and executing on the vision for the internally facing IT programs and externally facing digital products for the company.

He brings more than 20 years of experience in applying technology and leadership skills to drive efficiencies and innovation in business. Prior to joining Zovio in 2019, he served as the CIO for Hill Physicians Medical Group, where he successfully drove the digital transformation of the company by introducing virtual care programs, replacing legacy applications and infrastructure and modernized the data analytics and data integration capabilities. Before Hill, he was at Blue Shield of California where he was the key IT leader of the billion-dollar transformation program that replaced legacy applications and automated business process. Earlier, he was at Deloitte Consulting helping define and implement IT strategy across multiple industries. In addition, he founded Bright Start, an angel investment group that funds and mentors early-stage startups in the education space.

He holds a bachelor’s in Technology from the Indian Institute of Technology, Delhi and an MBA from the University of California at Berkeley Walter A. Haas School of Business.

Tom McCarty, Executive Vice President and Chief Marketing Officer

Tom McCarty, EVP and Chief Marketing Officer oversees all marketing efforts for the company.

Prior to joining Zovio in 2017, he led his own marketing and management consulting firm where he brought his expertise in marketing, student inquiry, strategy, predictive modeling, and analytics to clients ranging from institutions of higher education to medium-sized businesses and nonprofits. He honed his strategic experience as SVP of University Strategy and SVP of Product Marketing at a major online university.

Tom earned his BA from University of California, Berkeley and an MBA in marketing from San Francisco State University.

Kevin Royal, Executive Vice President
Chief Financial Officer

Kevin Royal, EVP and Chief Financial Officer, is a certified public accountant who has held previous roles as chief financial officer for Maxwell Technologies, Inc.; Blue Coat Systems, Inc.; and Novellus Systems, Inc., three high-growth technology organizations. Kevin has helped these organizations grow both organically and through successful acquisitions.

Having joined Zovio as CFO in 2015, he left in 2017 for personal reasons unrelated to the Company. He rejoined us as Chief Financial Officer in April 2018 and oversees and facilitates the company’s financial operations. Kevin earned his BBA in Accounting from Harding University.

Vickie Schray, Executive Vice President
Chief External Affairs Officer

Vickie Schray, EVP and Chief External Affairs Officer, joined Zovio in 2011 and is responsible for developing strategy to position the company as a trusted leader and manage external relationships and communication with a diverse set of stakeholders. She oversees Corporate Communications, Investor Relations, Corporate Social Responsibility, Regulatory and Government Affairs and Public Policy.

Over her 20-year career, she has strategically brought together stakeholders and led major national reforms and initiatives to improve quality, access, and affordability of higher education. Vickie has served in a variety of leadership positions at the US Department of Education including Deputy Director for the Secretary of Education’s Commission on the Future of Higher Education, Acting Deputy Assistant Secretary in the Office of Postsecondary Education and was delegated the authority to serve as the Under Secretary of Education and Assistant Secretary for Postsecondary Education.

Vickie earned her BS in Marketing Education at Oregon State University, her MS at Portland University, and completed her Key Executive Leadership program at American University.

John Semel, Executive Vice President
Chief Strategy Officer

John Semel, EVP and Chief Strategy Officer, is responsible for planning and executing the company’s merger and acquisitions (M&A) strategy.

Prior to joining Zovio in 2019, John served as the head of strategy and M&A for Apollo-backed Mood Media and John Wiley and Sons, where he ran strategic planning and architected their online learning Solutions business, acquiring six companies, including Deltak, during his eight years at Wiley. Over his career, he has held senior strategy and principal investment roles for MTV Networks, The Hearst Corporation, Everger Investment Associates, and PRIMEDIA. He began his career at JP Morgan and Company as an analyst and then associate in Equity Capital Markets and Syndicate before moving on to High Yield Capital Markets and Syndicate.

He holds a BA in Greek and Latin from Brown University and an MBA from Harvard Business School.

Chris Spohn, Executive Vice President of Operations

Chris Spohn, Executive Vice President of Operations, is responsible for providing strategic leadership and direction for student engagement, student success, financial services, and Zovio Employer Services

Spohn has over 20 years of leadership and operational experience in the online higher education and technology services industries. He served in executive leadership positions for several technology and education services companies, including Webwise Education and Higher Education Online. Most recently, he served as the president of Rocky Mountain College of Art and Design, where he completed a total re-engineering of all operations related to the university. Spohn holds a BA in Political Science from Azusa Pacific University.

Diane Thompson, Executive Vice President, Secretary and General Counsel

Diane Thompson, EVP and Secretary and General Counsel, joined Zovio in 2008 and oversees all legal and compliance matters for the company.

Prior to joining the Zovio team, Diane spent more than 11 years with a multi-billion-dollar education company and managed the overall strategic direction of a global HR function, including management of legal issues and diversity initiatives.

She earned her BA from St. Cloud University and her MA from Antioch University. She holds a JD from the University of Arizona College of Law. She has been a member of the Arizona State Bar since 1992.

Matthew Hillman, Executive Vice President of University Partnerships

Matthew Hillman is the Executive Vice President of University Partnerships. In this role, he is responsible for providing industry-leading service to Zovio's existing and new university partnerships.

Hillman has more than 20 years of experience in education partnership leadership. He has served in executive leadership positions at several education technology and education services companies, including Wiley Education Services, Deltak, Rasmussen, Inc., and Laureate Education. He most recently served as president of Wiley Education Services.

Board of Directors

Andrew Clark

Andrew S. Clark has served as our Chief Executive Officer and a director since November 2003 and as our President since February 2009. Mr. Clark also served from March 2005 to December 2008 on the Board of Trustees for Ashford University. Prior to joining us in November 2003, Mr. Clark consulted with several private equity firms examining the postsecondary education sector. Prior to 2003, Mr. Clark worked for Career Education Corporation as Divisional Vice President of Operations and Chief Operating Officer for American InterContinental University in 2002. From 1992 to 2001, Mr. Clark worked for Apollo Group, Inc. (University of Phoenix), where he served in various management roles, culminating in his position as Regional Vice President for the Mid-West region from 1999 to 2001. Mr. Clark earned an MBA from the University of Phoenix and a BA from Pacific Lutheran University.

Teresa Carroll

Teresa S. Carroll has served as a director of our company since March 2018. Ms. Carroll is currently the President of Oasis Outsourcing, a Paychex Company. Formerly, Ms. Carroll was a President at Kelly Services, Inc., a global leader in workforce management solutions.

Ms. Carroll earned a B.S. from the GMI Engineering and Management Institute (now Kettering) and an M.B.A. from the University of Michigan.

Michael P. Cole

Michael P. Cole, 47, founded SevenSaoi Capital (“7C”), an investment management firm, in 2016. Previously, he served as President of MAEVA Group, a turnaround-oriented merchant bank. Prior thereto, Mr. Cole was with Madison Dearborn Partners, a Chicago-based private equity firm that manages $23 billion in equity capital, for nearly 17 years. Mr. Cole currently serves as a director of Univision Communications, Inc. and has also served on the boards of a number of other companies, including Merge Healthcare Inc., MetroPCS Communications and The Topps Company. Mr. Cole also worked in a senior-level role on Madison Dearborn’s investments in technology-enabled service companies such as Intelsat, Ltd. and XM Satellite Radio. Mr. Cole was named a “Top 40 Global Dealmaker under 40” by Dealmaker Magazine and a “Top 40 Under 40” business leader by Crain’s Chicago Business. Mr. Cole received his A.B. degree from Harvard College.

Ryan Craig

Ryan Craig has served as a director of our company since November 2003. Mr. Craig is a founding partner of University Ventures, an investment fund focused on higher education. Prior to that, he was founder and President of Wellspring, an organization providing treatment programs for overweight and obese adolescents. From 2001 to 2004, Mr. Craig was an Associate at Warburg Pincus in the education sector. From 1999 to 2001, Mr. Craig served as Vice President Business Development for Fathom, a consortium of universities, museums and libraries. From 1994 to 1996, he worked as a consultant with McKinsey & Company. Mr. Craig also serves as a director for seven private companies.

Mr. Craig earned a BA from Yale University and a JD from Yale Law School.

Michael Horn

Michael B. Horn has served as a director of our company since August 2017. Mr. Horn currently serves as the owner of Horn-Ed LLC, serving as Board Member, advisor, and consultant to a portfolio of education companies. He is also a Venture Partner for Nextgen Venture Partners since 2017. Mr. Horn has served as the Chief Strategy Officer and Senior Partner at The Entangled Group and Entangled Solutions since October 2015 and as Co-Founder, Distinguished Fellow, and Board Member of Clayton Christensen Institute for Disruptive Innovation since October 2015. Previously, Mr. Horn served as Co-Founder and Executive Director, Education, of the Clayton Christensen Institute for Disruptive Innovation from 2007 through October 2015. Mr. Horn also serves as a director for three private companies.

He holds a BA in History from Yale University and an MBA from the Harvard Business School.

John Kiely

John Kiely has served as director of our company since July 2019. Mr. Kiely was also named to the board of Amneal Pharmaceutical in December 2019. Mr. Kiely retired from PricewaterhouseCoopers LLP, in 2019 where during his 39 year career he had significant leadership roles, including Assurance Chief Quality Officer, Assurance Leader of the Private Equity Sector, and Leader of the U.S Pharmaceutical Industry. Additionally, he had extensive experience working with Fortune 500 companies and Private Equity portfolio companies.

Mr. Kiely earned a B.A. from St Francis University (Pa) and is a certified public accountant.

Kirsten Marriner

Kirsten M. Marriner has served as a director of our company since March 2018. She is the Executive Vice President - Chief People Officer of the Clorox Company, a position she has held since March 2016. Prior to joining the Clorox Company, she served as Senior Vice President and Chief Human Resources Officer at Omnicare, from March 2013 to August 2015. She served in various leadership roles, including as Senior Vice President, Director of Talent Management and Development at Fifth Third Bank, from October 2004 to March 2013.

Ms. Marriner earned a B.S. from John Carroll University and an M.B.A. from Cleveland State University.

Victor Nichols

Victor K. Nichols has served as a director of our company since September 2014. Mr. Nichols became an independent advisor to Harland Clarke Holdings effective June 2019, and was previously the Chairman of Harland Clarke Holdings, a portfolio of companies optimizing customer relationships through a broad variety of omni-channel solutions. Mr. Nichols also served as the CEO of Harland Clarke Holdings from January 2017 until December 2018.

Prior to this role, he served as the Chief Executive Officer of Valassis, a wholly owned subsidiary of Harland Clarke Holdings. He has also served as Chief Executive Officer for North America at Experian, a global leader in data-and analytics-based information services, as well as the Managing Director, UK & EMEA at Experian. In addition, Mr. Nichols has held strategic roles as Chief Information Officer for Wells Fargo & Company and Chief Executive Officer of VICOR, a company delivering advanced corporate receivables management solutions. His extensive experience also includes serving as President of Safeguard Business Systems as well as various senior leadership positions at Bank of America managing the consumer lending business and retail operations. Mr. Nichols currently sits on public and charitable boards and advisory committees, including Bank of Hawaii Corporation, Revlon Inc., and Bloom.

Mr. Nichols holds a B.A. in Economics from the University of California, San Diego and an M.B.A. from the University of California, Berkeley.

George Pernsteiner

George Pernsteiner currently serves as the Chairman of the Board of Directors, and has served as a director of our company since August 2017. Recently, he served as President of the State Higher Education Executive Officers Association, which represents chancellors and commissioners of higher education from every state, from September 2013 until August 2017. Previously, Mr. Pernsteiner also served as Chancellor of the Oregon University System from July 2004 through May 2013.

Mr. Pernsteiner has a B.A. in Political Science from Seattle University and an M.P.A. from the University of Washington in Public Administration.

Committee Composition

George Pernsteiner currently serves as the Chairman of the Board of Directors. Below is a summary of our committee structure and membership information. To read more about any of the committees, click on committee names in the chart below.