Code of Business Conduct

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Directors and Executive Officers

Name Position
Robert D. Buckingham Chairman of the Board of Directors
Jim Rowan Member of the Board of Directors
Dr. Jerry L. Gallentine  Member of the Board of Directors
Dr. Ronald L. Shape Chief Executive Officer & System Interim President
Michael Buckingham President, Real Estate Division
Jeffrey B. Berzina Member of the Board of Directors
Dr. Thomas D. Saban Member of the Board of Directors
Dr. Therese Crane Member of the Board of Directors
Richard L. Halbert Member of the Board of Directors


Robert D. Buckingham became the chairman of our board of directors on the closing of the Transaction. Mr. Buckingham has served as president of Dlorah since 1986 and chairman of the board of directors of Dlorah as well as chairman of the board of governors of NAU since 1991, and as chairman of the board of Fairway Hills, III, a division of Dlorah. He is a member of the board of directors, and is treasurer, of Rapid City Defense Housing Corporation, which owns and leases the Dakota Ridge housing to Air Force personnel. Mr. Buckingham is an active member of the Rapid City Chamber of Commerce and is involved in the Military Affairs Committee. From 1960 to 1981 he worked in various executive and management positions in transportation and real estate development organizations. Mr. Buckingham has a B.S. in Business Management from the University of Colorado. Mr. Buckingham is the father of Michael Buckingham, who is the President of the Company’s real estate division.

Jim Rowan is a member of our board of directors. Mr. Rowan currently serves as Senior Advisor and Education Group Head at Stifel, Nicolaus & Company, Incorporated ("Stifel Nicolaus"), a full-service investment banking firm recognized as a leader within the education sector. In 1993, Mr. Rowan joined Legg Mason Capital Markets, which was subsequently acquired by Stifel Nicolaus, and played an integral part in developing the firm's significant investment banking role in the proprietary education and training industries. Prior to this, Mr. Rowan was a venture capitalist for six years and prior to that was a senior financial executive at ITT Corporation and City Investing Company, based in New York and London.

A graduate of The Lawrenceville School, he received a bachelor's degree in economics from Cornell University and an MBA in Finance from the Johnson Graduate School of Management at Cornell. Mr. Rowan is a trustee of Waynesburg University, a member of its Nominating Committee and Chairman of its Finance and Property Committee, and is on the Financial Advisory Council of the Association of Private Sector Colleges and Universities. He remains active in alumni affairs at Lawrenceville and Cornell, where he is on the Dean's Leadership Committee for the Johnson School.

Dr. Jerry L. Gallentine joined our board of directors and was appointed as the Company’s president as of the closing of the Transaction. Dr. Gallentine has served as university president of NAU since 1993 and was the chief executive officer of NAU from 1993 until April 2009. Dr. Gallentine also currently serves on the board of directors of Salem International University. Dr. Gallentine has over forty years of experience in the education industry. He served as president of Western New Mexico University from 1990 to 1993 and was president of Peru State College in Nebraska from 1982 to 1990. From 1979 to 1982, Dr. Gallentine was president at Labette Community College in Parsons, Kansas. He was an assistant professor of biology at Midland Lutheran College in Fremont, Nebraska from 1965 through 1968. Dr. Gallentine has served in many educational and cultural leadership roles, including past president of the Board of Directors of the Nebraska Educational Television Council for Higher Education, twice past chairman of the Council of Presidents of the Nebraska State College System, member of the Board of Directors of the Nebraska Humanities Council and founding member of the Nebraska Foundation for the Humanities. Dr. Gallentine has a B.S. from Fort Hays (Kansas) State University, and a M.Ed., M.S. and Ph.D. from the University of Toledo.

Dr. Ronald L. Shape was appointed to the positions of chief executive officer and interim chief financial officer of the Company as of the date of the closing of the Transaction. He served as the chief executive officer of NAU from April 2009 until the Transaction closed, and was the chief operating officer of NAU from 2006 until 2009. Dr. Shape also served as the chief fiscal officer of NAU from 2002 until April 2009 and was the interim chief fiscal officer of NAU from April 2009 until the Transaction closed. In 2001, Dr. Shape was selected as the assistant to the university president and CEO of NAU and served as regional president for the Minnesota region with NAU in 2000. Dr. Shape worked in a number of different positions at NAU from 1991 to 2000, including system controller, assistant director of financial aid and student account specialist. Dr. Shape served as executive vice president of NAU from 1998 to 2000. Dr. Shape currently serves as vice president of finance on the board of directors of Fountain Springs Community Church and serves on the board of directors of the Quall Road District in Black Hawk, South Dakota. Dr. Shape has a B.A. from Dakota Wesleyan University and a MBA and Ed. D. from the University of South Dakota.

Michael Buckingham was appointed to the position of the president of the Company’s real estate division as of the date of the closing of the Transaction. Mr. Buckingham served as corporate vice president of Dlorah from 1992, and the president of the Fairway Hills, III division from 1988, until the Transaction closed. Mr. Buckingham oversaw the maintenance of over sixteen campuses in the NAU system, as well as properties being developed by the Fairway Hills, III division. Mr. Buckingham served as an elected official on the Rapid City School Board from June 1998 through December 2002 when he resigned after being elected to the South Dakota House of Representatives where he served until January 2009. He continues to be active in local politics and advises NAU on issues that may impact the university by local and state legislative bodies. Mr. Buckingham obtained a B.S. from the University of South Dakota in 1981 and an MBA from NAU in 2009. Mr. Buckingham is the son of Robert D. Buckingham.

Jeffrey B. Berzina currently serves as Vice President – Corporate Controller of Black Hills Corporation, a diversified energy company publicly traded on the New York Stock Exchange. Mr. Berzina has also held various other positions at Black Hills Corporation, including Vice President – Finance from November 2008 to May 2009, Assistant Corporate Controller from May 2004 to November 2008, and Director of Financial Reporting/Manager of Financial Reporting from July 2000 to May 2004. Mr. Berzina served as the chair of the Investment Committee and served on the Finance Committee of the Rapid City Catholic Schools from July 2009 to July 2012. Mr. Berzina is a University of South Dakota graduate and has practiced as a Certified Public Accountant.

Dr. Thomas D. Saban joined our board of directors as of the date of the closing of the Transaction. He has been serving as the vice president of administration and finance and chief financial officer of Rocky Vista University, College of Osteopathic Medicine since November 2008. Dr. Saban has over 23 years of experience in the education industry. He served as the vice president for finance and administration/chief financial officer at Texas A&M University from September 2007 to November 2008, associate vice president for planning, budgets and research at St. Petersburg College in Florida from October 2002 to September 2007 and as the vice president for administration and finance/chief financial officer at Worcester State College in Massachusetts from September 1996 to October 2002. He also served as the Vice President for Finance and Administration/Chief Financial Officer of Chadron State College in Nebraska from July 1990 to September 1996. Dr. Saban held a number of other educational and leadership roles from 1982 to 1990, including controller, director of finance and system coordinator/project leader. Dr. Saban has a B.S. from the University of Wyoming, an MBA from the University of Miami and a Ph.D. from Barry University.

Dr. Therese Crane currently serves in various leadership capacities within the education industry, including as a trustee for the National Education Association Foundation (2003 — present) and the Western Governors University (2001 — present), as Chairman of the Board of Directors of Nobel Learning Communities Inc. (2004 — present) and as a director of Questia Media, Inc. (2001 — present) and (2005 — Present). From 2003 until June 2005, Dr. Crane served on the board of AlphaSmart, a provider of affordable, portable personal learning solutions for the K-12 classroom. In August 2003, she formed Crane Associates as a sole proprietorship, engaged in the educational technology consulting practice, advising educational technology companies in business strategy, marketing, and sales. Dr. Crane was engaged as a retained consultant by e-Luminate Group in 2003 and currently serves as the Senior Education Advisor. From 2000 to 2003, Dr. Crane was Vice President, Information and Education Products at America Online. Prior to that, she was President of Jostens Learning Corporation and its successor company, Compass Learning. Dr. Crane also held various positions with Apple Computer, including Senior Vice President, Education of Americas, and was a corporate officer as Apple Computer’s Senior Vice President, Worldwide Strategic Market Segments. Dr. Crane started her career as an elementary school classroom teacher. Dr. Crane has a B.S. in elementary education and mathematics from the University of Texas at Austin, an M.Ed. in early childhood education, and an Ed.D. in administrative leadership from the University of North Texas.

Richard L. Halbert has served as a member of NAU’s Board of Governors for the past 16 years and is a former chair of the National American University Foundation, which was originally established as the NCB Foundation in 1967 for the purpose of making loans and providing scholarships, fellowships, grants, and other financial assistance to or for the benefit of students and faculty of NAU. From 2001 to 2007, Mr. Halbert also served as a member of the Board of Trustees for the Nebraska State College Board, which oversees the three state colleges.

Mr. Halbert possesses over 20 years of operational and business advisory experience. In 1991, he co-founded Arck Foods, Inc., a ham processing company, for which he currently serves as secretary and corporate counsel. Since 1991, he has also served as president and secretary of Ol’ Farmers Brand, Inc., a subsidiary of Arck Foods, Inc. that sells hams to Walmart. Since 1982, Mr. Halbert has served as a member of the Board of Directors of Southeast Nebraska Communications, Inc., for whom he is also corporate counsel.

As an attorney at law whose firm Halbert, Dunn & Halbert, LLC provides estate planning and business counseling, Mr. Halbert brings over 40 years of extensive legal experience to the Board. He is a Fellow in The American College of Trust and Estate Counsel and carries the highest rating that the Martindale-Hubbel Law Directory can bestow when rating attorneys. He previously served as city attorney for Falls City, Neb., for 22 years and as the school attorney for Falls City Public Schools for 8 years.