Edgar Filing: STRAYER EDUCATION INC

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PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

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STRAYER EDUCATION, INC.
1100 WILSON BLVD, SUITE 2500
ARLINGTON, VA 22209
(703) 247-2500

Dear Fellow Stockholder:

You are cordially invited to attend the 2003 Annual Meeting of
Stockholders of Strayer Education, Inc. (the "Corporation"), to be held at 9:00
A.M. LOCAL TIME ON MAY 7, 2003, at the Ritz Carlton Hotel, Pentagon City, 1250
South Hayes Street, in ARLINGTON, VIRGINIA.

At this year's meeting, you will vote on (i) the election of seven out
of twelve directors, (ii) the ratification of the appointment of
PricewaterhouseCoopers LLC as the Corporation's independent auditors and (iii)
any other matters that may properly come before the meeting. We have attached a
notice of meeting and a proxy statement that contain more information about
these items and the meeting.

Your vote is important. We encourage you to sign and return your proxy
before the meeting so that your shares will be represented and voted at the
meeting even if you cannot attend in person.

We look forward to seeing you at the 2003 Annual Meeting of
Stockholders.

Sincerely,

/s/ ROBERT S. SILBERMAN

ROBERT S. SILBERMAN
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER

April 4, 2003

STRAYER EDUCATION, INC.
1100 WILSON BLVD, SUITE 2500
ARLINGTON, VA 22209
(703) 247-2500

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The 2003 Annual Meeting of Stockholders of Strayer Education, Inc. (the
"Corporation"), will be held at the Ritz Carlton Hotel, Pentagon City, 1250
South Hayes Street, in ARLINGTON, VIRGINIA, ON MAY 7, 2003, AT 9:00 A.M. for the
following purposes:

1. To elect seven out of twelve directors to the Board of Directors
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
independent public accountants for the Corporation.

3. To consider and act upon such other business as may properly come
before the meeting.

THIS NOTICE IS BEING SENT TO COMMON STOCKHOLDERS OF RECORD AS OF MARCH
24, 2003. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO
SIGN, DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED
STAMPED ENVELOPE.

By Order of the Board of Directors

/s/ STEVEN A. MCARTHUR

STEVEN A. MCARTHUR
SECRETARY

Arlington, VA
April 4, 2003

STRAYER EDUCATION, INC.
1100 WILSON BLVD, SUITE 2500
ARLINGTON, VA 22209
(703) 247-2500

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
MAY 7, 2003

This Proxy Statement is furnished on or about April 4, 2003, to holders
of the common stock of Strayer Education, Inc. (the "Corporation"), 1100 Wilson
Blvd, Suite 2500, Arlington, VA 22209, in connection with the solicitation by
the Board of Directors of the Corporation of proxies to be voted at the 2003
Annual Meeting of Stockholders (the "Annual Meeting"). The Annual Meeting will
be held at 9:00 a.m. local time on May 7, 2003, at the Ritz Carlton Hotel,
Pentagon City, 1250 South Hayes Street, in Arlington, Virginia.

The cost of soliciting proxies will be borne by the Corporation. Copies
of solicitation material may be furnished to brokers, custodians, nominees and
other fiduciaries for forwarding to beneficial owners of shares of the
Corporation's common stock, and normal handling charges may be paid for such
forwarding service. Solicitation of proxies may be made by the Corporation by
mail or by personal interview, telephone and telegraph by officers and other
management employees of the Corporation, who will receive no additional
compensation for their services. The Corporation has also retained MacKenzie
Partners, Inc. to provide proxy solicitation services for a fee of $5,000 plus
reimbursement of its out-of-pocket expenses.

Any stockholders giving a proxy pursuant to this solicitation may
revoke it at any time prior to exercise of the proxy by giving notice of such
revocation to the Secretary of the Corporation at the Corporation's executive
offices at 1100 Wilson Blvd, Suite 2500, Arlington, VA 22209, or by attending
the meeting and voting in person.

At the close of business on March 24, 2003, there were 10,652,412
shares of the common stock of the Corporation outstanding and entitled to vote
at the meeting. ONLY COMMON STOCKHOLDERS OF RECORD ON MARCH 24, 2003 WILL BE
ENTITLED TO VOTE AT THE MEETING, and each share will have one vote. As described
beginning on page 2, the Corporation also has a class of convertible preferred
stock which is, as of March 24, 2003, convertible into 3,792,913 shares of
common stock and which, as a class, is currently entitled to designate five out
of twelve members of the Board of Directors of the Corporation. Convertible
preferred stockholders are not entitled to vote on the matters for which proxies
are being solicited hereby.

VOTING INFORMATION

At the Annual Meeting votes will be counted by written ballot. A
majority of the shares entitled to vote will constitute a quorum for purposes of
the Annual Meeting. The election of the Board of Directors' nominees for seven
common stock directors will require the affirmative vote of a plurality of the
common shares present in person or represented by proxy and entitled to vote in
the election of directors. Ratification of the appointment of the Corporation's
independent auditors and approval of any other business which may properly come
before the Annual Meeting, or any adjournments thereof, will require the
affirmative vote of a majority of the common shares present in person or
represented by proxy and entitled to vote thereon. Under Maryland law and the
Corporation's Articles of Incorporation and By-laws, the aggregate number of
votes entitled to be cast by all common stockholders present in person or
represented by proxy at the Annual Meeting, whether those stockholders vote
"For," "Against" or abstain from voting, will be counted for purposes of
determining the minimum number of affirmative votes required for approval of
such matters, and the total number of votes cast "For" each of these matters
will be counted for purposes of determining whether sufficient affirmative votes
have been cast. An abstention from voting on a matter by a common stockholder
present in person or represented by proxy at the meeting, other than the
election of directors, has the same legal effect as a vote "Against" the matter
even though the stockholder or interested parties analyzing the results of the
voting may

interpret such a vote differently. Broker non-votes will have the effect of
reducing the number of shares considered present and entitled to vote on the
matter. Abstentions and broker non-votes will have no effect on the election of
directors.

A common stockholder may, with respect to the election of directors,
(i) vote for the election of all named director nominees, (ii) withhold
authority to vote for all named director nominees or (iii) vote for the election
of all named director nominees other than any nominee with respect to whom the
stockholder withholds authority to vote by so indicating in the appropriate
space on the proxy card.

Proxies properly executed and received by the Corporation prior to the
meeting and not revoked, will be voted as directed therein on all matters
presented at the meeting. In the absence of specific direction from a common
stockholder, proxies will be voted for the election of all named director
nominees. If a proxy indicates that all or a portion of the shares represented
by such proxy are not being voted with respect to a particular proposal, such
non-voted shares will not be considered present and entitled to vote on such
proposal, although such shares may be considered present and entitled to vote on
other proposals and will count for the purpose of determining the presence of a
quorum.

PROPOSAL 1

ELECTION OF COMMON STOCK DIRECTORS

The Corporation currently has a twelve member Board. The common
stockholders are currently entitled to elect seven members of the Board and the
convertible preferred stockholders are currently entitled to elect five members
of the Board. There is one convertible preferred stock director vacancy at
present.

All seven of the directors which the common stockholders are currently
entitled to elect, are to be elected at the Annual Meeting. It is intended that
the votes represented by the proxies will be cast for the election as directors
(for a term of one year or until their successors are chosen and qualified) of
the persons listed below. Each of the nominees is currently a director of the
Corporation. There are five other members of our board of directors who are
entitled to be elected by the purchasers of our Series A Convertible Redeemable
Preferred Stock pursuant to the terms of the Corporation's Series A Convertible
Redeemable Preferred Stock. There is currently one vacancy on the Series A
Convertible Preferred Stock director slate. The following table and text
presents information as of the date of this proxy statement concerning persons
nominated for election as common stock directors of the Corporation and a
separate table presents information concerning the five directors who are to be
elected by the holders of our Series A Convertible Redeemable Preferred Stock,
including in each case their current membership on Committees of the Board of
Directors, principal occupations or affiliations during the last five years and
certain other directorships held.

NOMINEES FOR COMMON STOCK DIRECTORS

BOARD ELECTED TO COMMON VESTED UNVESTED CONVERTIBLE
NAME/TITLE AGE COMMITTEES STRAYER BOARD STOCK OPTIONS* OPTIONS PREFERRED
---------- --- ---------- ------------- ----- -------- ------- ---------

ROBERT S. SILBERMAN, Chairman and 45 Executive 2001 6,065 233,333 216,667 0
CEO of the Corporation

DR. CHARLOTTE F. BEASON, 55 Nominating 1996 3,450 0 0 0
Director

WILLIAM E. BROCK, Director 72 Nominating 2001 0 3,333 6,666 0

GARY GENSLER, Director 45 Audit 2001 3,000 3,333 6,666 0

TODD A. MILANO, Director 50 Compensation 1996 15,000 0 0 0

ROBERT L. JOHNSON, Director 56 Nominating 2003 2,000 0 0 0

G. THOMAS WAITE, III, Director 51 Audit 1996 3,128 0 0 0

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* Or will vest within 60 days of the date of this proxy statement.

ROBERT S. SILBERMAN ...... has been Chairman of the Board since February 2003
and Chief Executive Officer since March 2001. Mr.
Silberman was Executive in Residence at New
Mountain Capital, LLC from August 2000 to March
2001. From 1995 to 2000, Mr. Silberman served as
President and Chief Operating Officer (and in
certain other capacities) of CalEnergy Company,
Inc. 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 the Corporation
since March 2001 and is Chairman of the Board's
Executive Committee. He also serves on the Board
of Directors of Surgis, Inc.

DR. CHARLOTTE F. BEASON .. is Chair of the Commission on Collegiate Nursing
Education (an autonomous agency accrediting
baccalaureate and graduate programs in nursing)
and Program Director, Office of Nursing Services,
at the U.S. Department of Veterans Affairs since
1996. Dr. Beason is a member of the Nominating
Committee of the Board and also is a member of the
Strayer University Board of Trustees.

MR. WILLIAM E. BROCK ..... is the Founder and has been Chairman of BRIDGES
Learning Systems, Inc., an education services
company, since 1996. From 1988 to 1995, Mr. Brock
was the founder and Chairman of the Brock Group, a
firm specializing in international trade,
investment and human resources. From 1985 to 1987,
Mr. Brock served as the U.S. Secretary of Labor.
From 1981 to

1985, Mr. Brock served as the U.S. Special Trade
Representative. From 1977 to 1981 Mr. Brock served
as Chairman of the Republican National Committee.
Mr. Brock served as a U.S. Senator from the State
of Tennessee from 1971 to 1977. Mr. Brock is also
a Director of On Assignment, Inc., HealthExtras,
Inc. and Federal Medical, Inc. Mr. Brock is
Chairman of the Nominating Committee of the Board.

MR. GARY GENSLER ......... served as Under Secretary of the U.S. Department
of the Treasury from 1999 to 2001, and before that
as Assistant Secretary of the Treasury from 1997
to 1999. From 1988 to 1997, Mr. Gensler was a
partner of The Goldman Sachs Group, L.P., where he
served in various capacities including co-head of
finance, responsible for controllers and treasury
worldwide. Mr. Gensler is co-author of "The Great
Mutual Fund Trap." He serves as a Trustee of the
Baltimore Museum of Art, the Bryn Mawr School and
The Enterprise Foundation, and is a member of the
Board of Visitors of the University of Maryland
Baltimore County and is a member of the Board of
the Johns Hopkins Center for Talented Youth. Mr.
Gensler also serves on the Management Advisory
Board of New Mountain Capital, LLC. Mr. Gensler
is Chairman of the Audit Committee of the Board.

MR. TODD A. MILANO ....... has been President and Chief Executive Officer of
Central Pennsylvania College since 1989. Mr.
Milano is a member of the Compensation Committee
of the Board and is also a member of the Strayer
University Board of Trustees.

MR. ROBERT L. JOHNSON..... is the founder and Chief Executive Officer of
Black Entertainment Television (BET), a subsidiary
of Viacom and the leading African-American
operated media and entertainment company in the
United States. Mr. Johnson previously held
positions at the Washington Urban League and the
Corporation for Public Broadcasting. Mr. Johnson
serves on the following boards: US Airways; Hilton
Hotels Corporation; General Mills; United Negro
College Fund; National Cable Television
Association; and the American Film Institute. Mr.
Johnson is a member of the Nominating Committee of
the Board.

MR. G. THOMAS WAITE, III . has been Treasurer and Chief Financial Officer of
the Humane Society of the United States since
1993. In 1992, Mr. Waite was the Director of
Commercial Management of The National Housing
Partnership. Mr. Waite is a member of the Audit
Committee and is also a member of the Strayer
University Board of Trustees.

INFORMATION CONCERNING CONVERTIBLE PREFERRED STOCK DIRECTORS

The following table presents information as of the date of this proxy
statement concerning persons who have been elected to our Board of Directors by
purchasers of our Series A Convertible Redeemable Preferred Stock. These
Directors were initially elected to our Board of Directors in March 2001, except
where indicated. There is also currently one vacancy in the convertible
preferred stock director slate.

BOARD ELECTED TO COMMON VESTED UNVESTED CONVERTIBLE
NAME/TITLE AGE COMMITTEES STRAYER BOARD STOCK OPTIONS (A) OPTIONS PREFERRED
---------- --- ---------- ------------- ----- ----------- ------- ---------

STEVEN B. KLINSKY, 46 Compensation and 2001 0 0 0 3,792,913(b)
Director Executive

DAVID A. COULTER, 55 Compensation 2002 0 3,333 6,667 0
Director

ROBERT R. GRUSKY, 45 Executive and 2001 0 0 0 0
Director Audit

J. DAVID WARGO, 49 Nominating 2001 0 0 0 0
Director

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(a) Or will vest within 60 days of the date of this proxy statement.

(b) Common Stock Equivalents. See note (a) to "Beneficial Ownership of Common
Stock" table below.

MR. STEVEN B. KLINSKY .... is the Founder and has been the Managing Member
and Chief Executive Officer of New Mountain
Capital, LLC since January 2000. From 1987 to June
1999, Mr. Klinsky was a general partner of
Forstmann Little & Co., a private equity firm. Mr.
Klinsky was non-executive Chairman of the Board of
the Corporation from March 2001 until February
2003, is the Board's lead outside director, is a
member of the Executive Committee of the Board and
is also Chairman of the Compensation Committee of
the Board. He also serves on the Board of
Directors of Surgis, Inc.

MR. DAVID A. COULTER ..... has been Vice Chairman, J.P. Morgan Chase & Co.
since December 2000. Mr. Coulter was Vice Chairman
of The Chase Manhattan Corporation from July 2000
to December 2000. Prior to joining Chase, Mr.
Coulter led the west coast operations of the
Beacon Group, a private investment and strategic
advisory firm, and prior to that Mr. Coulter
served as the Chairman and Chief Executive Officer
of the BankAmerica Corporation. Mr. Coulter
currently serves on the Board of Directors of PG&E
Corporation, and he is a Trustee of Carnegie
Mellon University. Mr. Coulter is a member of the
Compensation Committee of the Board.

MR. ROBERT R. GRUSKY ..... has been a Member of New Mountain Capital, LLC
since January 2000. Since 2000, Mr. Grusky has
also been the managing member of the limited
liability company that is the general partner of
Hope Capital Partners, L.P., an investment
partnership that invests primarily in public
equities. From 1998 to 2000, Mr. Grusky served as
President of RSL Investments Corporation. From
1985 to 1997, with the exception of 1990-1991 when
he was on a leave of absence to serve as a White
House Fellow and Assistant for Special

Projects to the Secretary of Defense, Mr. Grusky
served in a variety of capacities, including Vice
President, at Goldman, Sachs & Co., first in its
Mergers & Acquisitions Department and then in its
Principal Investment Area. He is also on the Board
of Directors of Surgis, Inc. and a member of the
Board of Trustees of Hackley School and the
Multiple Myeloma Research Foundation. Mr. Grusky
is a member of the Audit Committee of the Board
and is also a member of the Executive Committee of
the Board.

MR. J. DAVID WARGO ....... has been a Member of New Mountain Capital, LLC
since January 2000. Since 1993, Mr. Wargo has also
been the President of Wargo and Company, Inc., an
investment management company. From 1989 to 1992,
Mr. Wargo was a Managing Director and Senior
Analyst of The Putnam Companies, a Boston-based
investment management company. From 1985 to 1989,
Mr. Wargo was a partner and held other positions
at Marble Arch Partners. Mr. Wargo is also a
Director of On Command Corporation and OPENTV
Corporation. Mr. Wargo is a member of the
Nominating Committee of the Board.

BOARD COMMITTEES

The Board of Directors has established an Audit Committee, an Executive
Committee, a Compensation Committee and a Nominating Committee. The current
Committee membership is as follows:

AUDIT COMPENSATION EXECUTIVE NOMINATING
DIRECTOR'S NAME
Robert S. Silberman X
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Charlotte F. Beason X
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David A. Coulter X
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William E. Brock X
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Gary Gensler X
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Robert R. Grusky X X
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Steven B. Klinsky X X
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Robert L. Johnson X
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Todd A. Milano X
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G. Thomas Waite, III X
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J. David Wargo X
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AUDIT COMMITTEE. For the year ended December 31, 2002, the Audit
Committee was composed of Messrs. Grusky (Chair), Gensler and Waite. The Audit
Committee is currently composed of Messrs. Gensler (Chair), Grusky and Waite.
The Committee performs a variety of tasks, including being directly responsible
for the appointment, compensation and oversight of the Corporation's independent
accountants, reviewing the Corporation's accounting policies and reviewing the
Corporation's unaudited quarterly earnings releases and periodic filings with
the Securities and Exchange Commission that include financial statements, and
reporting to the Board of Directors. The Audit Committee met four times during
the year ended December 31, 2002; each member of the Audit Committee (as it was
constituted at those times) attended those meetings. The Audit Committee has
adopted a written charter, and all of the members of the Audit Committee are
independent, as independence is defined in Rule 4200(a)(14) of The National
Association of Securities Dealers' Listing Standards. A report of the Audit
Committee is included below in this proxy statement.

COMPENSATION COMMITTEE. For the year ended December 31, 2002, the
Compensation Committee was composed of Mr. Brock and Mr. Milano and until
November 2002, former director Charles Ayres. The Compensation Committee is
currently composed of Messrs. Klinsky (Chair), Coulter and Milano. The
Compensation Committee, subject to the approval of the Board, has the authority
and performs all of the duties related to approving the compensation of
management of the Corporation, including determining policies and practices,
changes in compensation and benefits for management, determination of employee
benefits and all other matters relating to employee compensation, including
matters relating to the administration of the Option Plan. The Compensation
Committee met twice during the year ended December 31, 2002; all members of the
Compensation Committee (as it was constituted at those times) attended those
meetings. A report of the Compensation Committee is included below in this proxy
statement.

EXECUTIVE COMMITTEE. For the year ended December 31, 2002, the
Executive Committee was composed of Messrs. Silberman, Grusky and Klinsky and
until November 2002, former director Charles Ayres. The Executive Committee is
currently composed of Messrs. Silberman (Chair), Grusky and Klinsky. The
Executive Committee has the authority to exercise all of the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation in order to undertake such duties and
responsibilities as the Board of Directors may authorize by resolution from time
to time under applicable corporate law. The Executive Committee did not meet
during the year ended December 31, 2002.

NOMINATING COMMITTEE. For the year ended December 31, 2002, the
Nominating Committee was composed of Dr. Beason and Messrs. Klinsky (Chair) and
Wargo. The Nominating Committee is currently composed of Dr. Beason and Messrs.
Brock (Chair), Johnson and Wargo. The Nominating Committee is composed of
independent directors who are responsible for establishing qualifications for
potential directors and consider and recommend prospective candidates for Board
membership. The Nominating Committee met once during the year ended December 31,
2002; each member of the Nominating Committee (as it was then constituted at
that time) attended that meeting. In considering persons to nominate for
election as Common Stock Directors, the Nominating Committee will entertain
recommendations from Common Stockholders that are submitted in writing to us.
Any such recommendations should be sent to the Corporate Secretary, specifying
the name of the nominee and the qualifications of such nominee for membership on
the Board. All such recommendations will be brought to the attention of the
Nominating Committee.

ATTENDANCE AT MEETINGS

Each Director attended at least 75% of the meetings of the Board and of
the meetings of the Board Committees on which he or she served as a member in
2002.

DIRECTORS' COMPENSATION

Directors who are employees receive no additional compensation for
serving as Directors. All Directors are reimbursed for expenses incurred in
connection with their attendance at Board and Committee meetings, and during the
year ended December 31, 2002 non-employee Directors received $2,000 in cash
compensation for each Board of Directors meeting attended. Following the annual
shareholders meeting occuring after new Directors first join the Board, under
the Corporation's Stock Option Plan, as amended in May 2001, such new directors
are also granted options to purchase up to 10,000 shares of common stock
pursuant to a mechanical pricing formula resulting in an exercise price set at a
premium equal to the risk free rate of return above the then current market
price. (Messrs. Klinsky, Grusky and Wargo elected not to receive cash or option
compensation for serving on the Board.)

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Securities Exchange Act of 1934 requires the Corporation's
directors, executive officers and 10% stockholders to file reports of beneficial
ownership of equity securities of the Corporation and to furnish copies of such
reports to the Corporation. Based on a review of such reports, and upon written
representations from certain reporting persons, the Corporation believes that,
during the fiscal year ended December 31, 2002, all such filing requirements
were met except that Taunus Corporation (an affiliate of DB Capital Partners,
L.P., now MidOcean Partners, L.P.) failed to file timely three Form 4 reports
that reported a total of 60 transactions. Taunus Corporation made an appropriate
payment to the Corporation in respect of those transactions as required under
Section 16(a).

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table sets forth certain information regarding the
ownership of our common stock as of March 24, 2003, by each person known by us
to be the beneficial owner of more than five percent (5%) of the outstanding
shares of our common stock, each of our directors, and all executive officers
and directors as a group. The information presented in the table is based upon
the most recent filings with the Securities and Exchange Commission by those
persons or upon information otherwise provided by those persons to us. The
percentages reflected in the table for each beneficial owner are calculated
based on the number of shares of common stock outstanding on the record date
plus those common stock equivalents and exercisable options held by the
applicable beneficial owner. PERCENTAGES IN THE TABLE BELOW ADD UP TO MORE THAN
100% BECAUSE CERTAIN OF THE SHAREHOLDERS REPRESENT DUPLICATE ENTRIES WHEN MORE
THAN ONE INDIVIDUAL OR ENTITY MUST REPORT BENEFICIAL OWNERSHIP AS TO THE SAME
SHARES, SEE FOOTNOTES (A) AND (D) BELOW.

COMMON STOCK OPTIONS CURRENTLY
EQUIVALENTS FROM EXERCISABLE OR
COMMON STOCK PREFERRED STOCK EXERCISABLE PERCENTAGE
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED WITHIN 60 DAYS TOTAL OWNED
STOCKHOLDERS
------------

New Mountain Partners, L.P. (a) 0 3,792,913 1,000,000 4,792,913 31.0%
MidOcean Partners, L.P. (a) 0 3,792,913 1,000,000 4,792,913 31.0%
FMR Corp. (b) 1,385,654 0 0 1,385,654 13.0%
Kayne Anderson Rudnick Investment (c) 1,366,743 0 0 1,366,743 12.8%
Ron K. and Beverly Bailey (d) 1,000,000 0 0 1,000,000 9.4%
Kornitzer Capital Management, Inc. 539,900 0 0 539,900 5.1%
DIRECTORS:
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Steven B. Klinsky (a) 0 3,792,913 1,000,000 4,792,913 31.0%
Robert S. Silberman 6,065 0 233,333 239,398 2.2%
Dr. Charlotte F. Beason 3,450 0 0 3,450 *
William E. Brock 0 0 3,333 3,333 *
David A. Coulter 0 0 3,333 3,333 *
Gary Gensler 3,000 0 3,333 6,333 *
Robert R. Grusky 0 0 0 0 0
Robert L. Johnson 2,000 0 0 2,000 *
Todd A. Milano 15,000 0 0 15,000 *
G. Thomas Waite, III 3,128 0 0 3,128 *
J. David Wargo 0 0 0 0 0
OFFICERS:
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Scott W. Steffey 1,964 0 166,667 168,631 1.6%
Steven A. McArthur 3,077 0 83,333 86,410 *
Mark C. Brown 1,211 0 28,333 29,544 *
Lysa A. Hlavinka 54 0 6,667 6,721 *
Kevin P. O'Reagan 0 0 26,667 26,667 *
Robert E. Farmer 1,877 0 0 1,877 *
Sonya G. Udler 31 0 0 31 *
Dr. J. Chris Toe 0 0 0 0 0
Michael J. Fortunato 0 0 0 0 0
ALL OFFICERS AND DIRECTORS (20 PERSONS) 40,857 3,792,913 1,554,999 5,388,769 33.7%

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* represents amounts less than 1%

(a) Based on a Schedule 13D/A filed with the SEC on November 22, 2002.
Includes 1,000,000 shares owned by Ron K. and Beverly Bailey and their
affiliated foundations, which the stockholders have the option to purchase
under a currently exercisable option at $30.00 per share. Includes
2,971,813 and 821,100 shares of Series A Convertible Preferred Stock owned
by New Mountain and MidOcean Partners L.P. (formerly DB Capital Partners,
L.P.), respectively, pursuant to a shareholders agreement. New Mountain's
address is 712 Fifth Avenue, 23rd Floor, New York, NY 10019. New Mountain
Investments, L.P. ("NMI") is New Mountain Partners' general partner and
New Mountain GP, LLC ("NM") is NMI's general partner. Mr. Klinsky is the
sole member of NM. Mr. Klinsky disclaims beneficial ownership of the
shares owned by New Mountain, except to the extent of his pecuniary
interest therein. MidOcean Partners' address is: 31 West 52nd Street, New
York, NY 10019.

(b) Based on a Schedule 13G/A filed with the SEC on February 14, 2003. Various
persons have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of the common stock. The
interest of one person, Fidelity OTC Portfolio, an investment company
registered under the Investment Company Act of 1940, in the common stock,
amounted to 1,385,600 shares at December 31, 2002. The address is: 82
Devonshire Street, Boston, MA 02109.

(c) Based on a Schedule 13G/A filed with the SEC on February 7, 2003. These
shares are owned by several accounts managed, with discretion to purchase
or sell securities, by Kayne Anderson Rudnick Investment, LLC, a
registered investment advisor. Kayne Anderson Rudnick Investment
Management disclaims beneficial ownership of these shares. The address is:
1800 Avenue of the Stars, Second Floor, Los Angeles, CA 90067.

(d) The shares owned by Mr. and Mrs. Bailey are subject to an irrevocable
option to purchase granted New Mountain Partners, L.P. and MidOcean
Partners, L.P. (formerly DB Capital Partners, L.P.) which is currently
exercisable at $30.00 per share. The option expires on May 15, 2004. The
Baileys' address is: c/o BFF, 550 North Reo Street., Suite 300, Tampa,
FL 33609-1065.

(e) Based on a Schedule 13G filed with the SEC on March 17, 2003. Kornitzer
Capital Management, Inc. is an investment adviser with respect to these
shares for the accounts of other persons who have the right to receive,
and the power to direct the receipt of, dividends from, or the proceeds
from the sale of, such shares of common stock.

COMPENSATION

EXECUTIVE COMPENSATION

The following table sets forth annual and long-term compensation for
the fiscal years ended December 31, 2000, 2001 and 2002 for services in all
capacities to the Corporation of the Chief Executive Officer and the other four
highest compensated executive officers.

SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
------------------------------------------------------ ---------------------------
ALL OTHER SECURITIES UNDERLYING
YEAR SALARY BONUS COMPENSATION(f) OPTIONS/SAR'S
---- ------ ----- ------------ -------------

Robert S. Silberman 2002 $358,750 $300,000 $110,215 100,000 shares(g)
Chairman & CEO 2001 $290,242(a) $265,000 $136,575 350,000 shares
2000 N/A N/A N/A

Scott W. Steffey 2002 $213,281 $170,000 $4,000 25,000 shares(g)
Executive VP & COO 2001 $170,539(b) $210,000 $93,150 250,000 shares
2000 N/A N/A N/A

Steven A. McArthur 2002 $179,375 $150,000 $70,755 25,000 shares(g)
Senior VP & Gen Counsel 2001 $114,569(c) $135,000 $43,856 125,000 shares
2000 N/A N/A N/A

Mark C. Brown 2002 $179,375 $135,000 $94,161 10,000 shares(g)
Senior VP & CFO 2001 $57,212(d) $70,000 $32,303 85,000 shares
2000 N/A N/A N/A

Kevin P. O'Reagan 2002 $153,750 $75,000 N/A 10,000 shares(g)
Vice President & CTO 2001 $92,885(e) $60,000 N/A 40,000 Shares
2000 N/A N/A N/A

-------------

(a) Mr. Silberman joined the Corporation in March 2001. The 2001 salary amount
is prorated.

(b) Mr. Steffey joined the Corporation in March 2001. The 2001 salary amount
is prorated.

(d) Mr. Brown joined the Corporation in September 2001. The 2001 salary amount
is prorated.

(e) Mr. O'Reagan joined the Corporation in July 2001. The 2001 salary amount
is prorated.

(f) Other Compensation reflects, if applicable, Corporation 401(k) match of
$4,000 and reimbursement for relocation expenses and associated tax
gross-up.

(g) These options were granted in February 2003. See description below under
"Option Grants in Last Fiscal Year."

OPTION GRANTS IN LAST FISCAL YEAR

The Corporation's Option Plan was adopted in July 1996 and amended by
vote of the common stockholders at the May 21, 2001 Annual Meeting to increase
the shares authorized for issuance under the Plan by one million additional
shares. There were no options granted to the Named Executive Officers for the
fiscal year ended December 31, 2002.

In February 2003, the following options were granted to the Named
Executive Officers with an exercise price at the then market price ($53.61),
having a six year term and vesting in three annual increments: Mr. Silberman
(100,000 options), Messrs. Steffey and McArthur (25,000 options each) and
Messrs. Brown and O'Reagan (10,000 options each).

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES*

NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-MONEY
UNEXERCISED OPTIONS HELD AT FISCAL OPTIONS AT FISCAL
YEAR END (#) YEAR END ($)
SHARES ACQUIRED VALUE REALIZED ----------------------------------- ---------------------------------
NAME ON EXERCISE (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- -------------- ----------- ------------- ----------- -------------

Robert S. Silberman 0 $0 116,667 233,333 $2,778,000 $5,556,000
Scott W. Steffey 0 $0 83,333 166,667 1,984,000 $3,969,000
Steven A. McArthur 0 $0 41,667 83,333 992,000 $1,984,000
Mark C. Brown 0 $0 28,333 56,667 285,000 $ 570,000
Kevin P. O'Reagan 0 $0 13,333 26,667 157,000 $ 315,000

----------
* Table does not include the options granted in February 2003 and described
above under "Option Grants in Last Fiscal Year."

PEER GROUP-PERFORMANCE GRAPH

The following performance graph compares the Corporation's cumulative
stockholder return on its Common Stock since December 31, 1997 with The NASDAQ
Stock Market (U.S.) Index and a self-determined peer group consisting of Apollo
Group Inc. (APOL), ITT Educational Services Inc. (ESI), DeVry Inc. (DV), Career
Education Corporation (CECO), Corinthian Colleges Corporation (COCO) and
Education Management Company (EDMC). At present, there is no comparative index
for the education industry. Although the Securities and Exchange Commission
("SEC") requires the Corporation to present such a graph for a five-year period,
the Common Stock of some of the peers has been publicly traded only since
certain dates noted under the graph. (It should also be noted that the
Corporation underwent a significant change in its capital structure and
executive management in May 2001.) This graph is not deemed to be "soliciting
material" or to be filed with the SEC or subject to the SEC's proxy rules or to
the liabilities of Section 18 of the Securities Act of 1934 ("1934 Act"), and
the graph shall not be deemed to be incorporated by reference into any prior or
subsequent filing by the Corporation under the Securities Act or the Securities
Exchange Act.

COMPARISON OF 60 MONTH CUMULATIVE TOTAL RETURN*
AMONG STRAYER EDUCATION, INC.
THE NASDAQ STOCK MARKET (U.S.) INDEX AND A PEER GROUP

[GRAPHIC OMITTED]

NAME 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02
---- -------- -------- -------- -------- -------- --------

Strayer Education, Inc. 100 107 60 77 148 174
NASDAQ Stock Market (U.S.) 100 140 259 157 124 85
Peer Group 100 134 86 195 231 289

----------
* $100 invested on 12/31/97 in stock or index -- including reinvestment of
dividends fiscal year ending December 31.

NOTE: Peer group consists of Apollo Group Inc., Career Education Corp. (since
January 1998), Corinthian Colleges, Inc. (since February 1999), DeVry Inc.,
Education Management Corp., and ITT Education Services Inc.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors has prepared the
following report on the Committee's policies with respect to the compensation of
Executive Officers for 2002. The Corporation's Executive Officer compensation is
determined by the Compensation Committee, subject to the approval of the Board.
The Compensation Committee meets from time to time during the year as may be
required to address compensation and option issues associated with new Officer
hires and Director appointments, as well as, if applicable, making option grants
as long-term compensation and making other determinations or recommendations
with respect to employee benefit plans and related matters. The Committee also
meets specifically at the first quarter Board meeting (when audited year-end
financials are available) to award bonuses with respect to the just completed
fiscal year, and determine Executive Officer salaries with respect to the next
fiscal year.

COMPENSATION PRINCIPLES

1. The Compensation Committee 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.

2. It is the policy of the Corporation that the three primary components of
the Corporation's total compensation package (base salary, cash bonuses and
grants of stock options) will be considered in the aggregate in determining
the amount of any one component.

3. The Committee believes the Corporation should make initial option grants to
Executive Officers upon commencement of employment in order to more closely
align their interests with stockholders.

4. The Committee seeks to reward achievement of specific long and short-term
individual and corporate performance goals by authorizing annual cash
bonuses.

5. The Compensation Committee's criteria for assessing executive performance
in any year is based on the Corporation meeting consolidated financial
targets set by the Board against an approved budget, and the Committee's
exercise of its judgment regarding the performance of Executive Officers
against other individual and corporate performance goals approved by the
Committee.

6. The Committee's guiding principles are focused on encouraging Officers and
Directors to think like owners. To this end, the Committee:

i. Generally requires Senior Officers to purchase outright in the market
and hold during their term of employment a meaningful number of common
shares;

ii. Generally requires commitment by Senior Officers to hold without
exercise during their term of employment at least 75% of their granted
stock options or, upon exercise, to hold at least 75% of the resulting
common shares acquired upon exercise; and

iii. Encourages Board members to purchase common shares outright in the
market and hold these during their term; and

iv. Requires that those Board members who receive option grants upon
joining the Board will have the exercise price of those options set at
a premium above the then current market price equal to the risk free
rate of return.

During 2002, the Corporation's executive compensation included a base
salary, cash bonus and long-term compensation in the form of stock options
awarded under the Corporation's Employee Stock Option Plan. As described above,
the cash bonus compensation of executives is designed to compensate executives
for the Compensation Committee's assessment of superior performance against
consolidated financial targets set by the Board and meritorious and diligent
individual efforts. The long-term stock option grants made by the Compensation
Committee are intended to align the interests of Executives and the
Corporation's Stockholders and thereby to motivate Executives as equity owners
to contribute at superior levels in the future and to allow them to share in
increased value developed for the Corporation's Stockholders generally.

The Corporation's Chairman and Chief Executive Officer, has an existing
employment agreement with the Corporation which has a term of approximately
three years (ending December 31, 2004 unless extended). Mr. Silberman's
employment agreement provides for a base salary of $350,000 per annum (subject
to annual increases for at least cost of living adjustments). Mr. Silberman is
also eligible to receive a target award of at least 75% of base salary, in the
form of a bonus for each of the fiscal years during which he is employed, upon
meeting certain individual, 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 and, if such
termination is in connection with a change of control, an amount equal to three
times the latest annual bonus award made to him under the agreement prior to the
event of termination without cause.

At its February 12, 2003 meeting, the Compensation Committee
recommended that the Board award Mr. Silberman a cash bonus of $300,000 in order
to reflect Mr. Silberman's superior performance and significant accomplishments
during the year based on the Corporation meeting specified consolidated
financial targets approved by the Board against budget and viewed in the context
of his own individual goals and the Corporation's overall performance. In
addition, at the Compensation Committee's February 12, 2003 meeting, the
Compensation Committee authorized salary increases and cash bonuses to other
executives based on the Corporation meeting specified consolidated financial
targets approved by the Board against budget and commensurate with the
Compensation Committee's subjective assessment of their relative individual
performance and in the context of the Corporation's overall performance.

In reviewing Mr. Silberman's compensation, the Compensation Committee
first noted the Corporation had met various annual consolidated financial
targets approved by the Board against budget and also subjectively considered
Mr. Silberman's significant contribution to the management of the Corporation
during the year, including: successfully implementing a variety of new business
development, corporate sponsorship and Online business development activities as
well as managing the Corporation's successful expansion into North Carolina
(three campuses) and obtaining regulatory approval to commence operations in
Tennessee (two campuses) and South Carolina (three campuses) and managing the
secondary common stock offering of the Corporation which closed in November. In
the Committee's view, Mr. Silberman contributed very significantly to the
Corporation meeting the Board's annual consolidated financial goals and these
various other achievements and accordingly, the Compensation Committee believes
his overall compensation was wholly justified.

COMPENSATION COMMITTEE:

STEVEN B. KLINSKY, CHAIR
DAVID B. COULTER
TODD A. MILANO

Dated: February 12, 2003

OTHER 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.
Employees may contribute up to 10% of their annual wages (subject to an annual
limit prescribed by the Internal Revenue Code) as pretax, salary deferral
contributions. The Corporation, in its discretion, matches employee
contributions up to a current maximum authorized amount under the plan of 2% of
annual wages. 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 our Common Stock at a 10% discount from the
prevailing market price from time to time.

AUDIT COMMITTEE REPORT

The Audit Committee of the Strayer Education, Inc. Board of Directors
is composed of three independent directors and operates under a written charter
adopted by the Board of Directors and approved by shareholders at the May 21,
2001 annual meeting. The Audit Committee is currently composed of Messrs.
Gensler (Chair), Grusky and Waite. In February 2003, Mr. Gensler was elected
Chair upon Mr. Grusky's recommendation. Mr. Grusky stepped down as Chair because
new SEC rules defining Audit Committee member "independence" would, when they
became effective, likely preclude Mr. Grusky from serving on the Committee
because of his affiliation with New Mountain Partners, L.P. (a greater than 10%
shareholder of the Corporation). Under the Audit Committee Charter (a copy of
which is available from the Corporation's Secretary) and the Committee's current
policies, the Committee performs a variety of tasks, including being directly
responsible for the appointment, compensation and oversight of the Corporation's
independent accountants, reviewing the Corporation's accounting policies and
reviewing the Corporation's unaudited quarterly earnings releases and periodic
filings with the Securities and Exchange Commission that include financial
statements, and reporting to the Board of Directors.

The management of the Corporation is responsible for the Corporation's
internal controls and financial reporting process and to maintain the
Corporation's compliance with applicable accounting standards.
PricewaterhouseCoopers LLP, the Corporation's independent accountants, are
responsible for performing an independent audit of the Corporation's financial
statements in accordance with generally accepted auditing standards and to
provide a report thereon. The Committee's responsibility is to monitor and
oversee these processes.

In connection with this responsibility, during 2002 the Committee met
and held discussions with management and the independent accountants four times.
Management represented to the Committee that the Corporation's consolidated
financial statements were prepared in accordance with generally accepted
accounting principles, and the Committee reviewed and discussed the consolidated
financial statements with management and, independently with
PricewaterhouseCoopers. The Committee also discussed with PricewaterhouseCoopers
the matters required to be discussed by Statement on Auditing Standards No. 61
(Communications with Audit Committees).

The Committee has received from PricewaterhouseCoopers the written
disclosures and the letter required by Independence Standards Board Standard No.
1 (Independence Discussions with Audit Committees) and has discussed with
PricewaterhouseCoopers its independence.

Based upon the review and discussions referred to above, the Committee,
consisting of the members for fiscal year ended December 31, 2002, recommended
to the Board of Directors that PricewaterhouseCoopers be retained as auditors
for fiscal year 2003 and that the audited financial statements for the year 2002
be included in the Corporation's annual report on Form 10-K for the year ended
December 31, 2002, filed with the Securities and Exchange Commission. In its
report to the Board on the 2002 financial statements, the Audit Committee noted
that (i) the Corporation's accounting policies were described as conservative by
management and independently by the independent auditors; (ii) the Corporation
had no off balance sheet entities or unusual related party transactions; and
(iii) there were no disagreements regarding any year-end adjustments between
management and the independent auditors.

AUDIT COMMITTEE:

GARY GENSLER, CHAIR
ROBERT R. GRUSKY
G. THOMAS WAITE, III

Dated: February 12, 2003

EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENTS

In April 2001, the Corporation entered into an employment agreement
with Mr. Silberman. The employment agreement provides for an initial three-year
term, expiring on December 31, 2004, but is automatically extended for an
additional year commencing on January 1, 2002 and each January 1 thereafter,
unless the Corporation or Mr. Silberman has given written notice by September 30
of the immediately preceding year that it or Mr. Silberman, as the case may be,
does not wish to extend the term of the agreement. For his services, Mr.
Silberman is entitled to receive an annual salary of at least $350,000 plus a
performance bonus based on his overall performance.

In the event that Mr. Silberman is terminated by the Corporation
without cause, he is entitled to receive a lump-sum payment of any earned but
unpaid salary, bonus and benefits, plus an amount equal to three times his base
salary and, in the event of a termination upon a change in control of the
Corporation, three times his latest bonus actually paid. The agreement also
contains covenants restricting Mr. Silberman from competing with the Company for
three years after his termination of employment and requires Mr. Silberman to
keep confidential the Corporation's proprietary information.

CERTAIN TRANSACTIONS WITH FORMER MANAGEMENT

Purchase and Lease of Certain Campus Facilities. As of December 31,
2002 the Corporation had long-term operating leases for twenty-two of its
various campus and other administrative locations. The rents on these leases are
all at market rates. Of these twenty-two locations, four of the campuses,
including the Washington, D.C. campus and three of the Virginia campuses, were
in portions of 2002 leased from corporations which were wholly-owned by Mr.
Bailey, the Corporation's former President and Chief Executive Officer and
former majority stockholder. Rent paid to Mr. Bailey under these operating
leases (involving a total of 92,100 square feet) for the year ended December 31,
2002 totaled $502,000. In

February 2002, the Corporation acquired for cash the Washington D.C., Manassas,
Virginia and Woodbridge, Virginia campuses from investment partnerships and
trusts in which Mr. Bailey and his family held interests for an aggregate
payment of $12 million. These three campuses had 74,600 combined total square
feet and a 2001 aggregate annual rent of $1,626,000. The Company believes this
transaction was on terms at least as favorable to the Corporation as terms
reached on an arm's length transaction. The Corporation currently believes that
the one remaining campus lease with Mr. Bailey which expires in 2006 is on terms
at least as favorable to the Corporation as terms reached in an arm's length
transaction.

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Audit Committee and the Board of Directors have appointed the
accounting firm of PricewaterhouseCoopers LLP to serve as the Corporation's
independent public accountants for the fiscal year ending December 31, 2003.
PricewaterhouseCoopers has acted as the Corporation's independent public
accountants for the fiscal year ended December 31, 2002. Representatives of
PricewaterhouseCoopers are expected to be present at the stockholders' meeting
and will have an opportunity to make a statement if they desire and to respond
to appropriate questions. The ratification of the appointment of
PricewaterhouseCoopers requires the approval of a majority of the votes cast at
the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE CORPORATION'S INDEPENDENT
PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2003.

Audit and Related Fees. PricewaterhouseCoopers billed the Corporation
$129,000 for professional services rendered for the audit of our annual
financial statements for the year 2002 and the review procedures of the
financial statements included in our Forms 10-Q for the year 2002.
PricewaterhouseCoopers also billed the Corporation $73,000 related to providing
comfort letters for the November 2002 secondary offering of 2.3 million shares
of Common Stock.

Financial Information Systems Design and Implementation Fees.
PricewaterhouseCoopers did not perform any financial information systems design
or implementation services for the Corporation during the year 2002.

All Other Fees. PricewaterhouseCoopers billed the Corporation
$52,000 in connection with preparing the Corporation's tax returns and related
tax services.

The Audit Committee has considered whether the provision of non-audit
corporate tax return preparation services to the Corporation is compatible with
maintaining the principal accountant's independence. The Audit Committee has
established a policy that PricewaterhouseCoopers may not provide any personal
tax services to the Corporation's senior officers.

STOCKHOLDER PROPOSALS

All stockholder proposals intended to be presented at the 2004 Annual
Meeting of Stockholders must be received by the Corporation no later than
December 3, 2003 and must otherwise comply with rules of the SEC for inclusion
in the Corporation's proxy statement and form of proxy relating to the meeting.

SEC rules also establish a different deadline for submission of
stockholder proposals that are not intended to be included in the Corporation's
proxy statement with respect to discretionary voting. The discretionary voting
deadline for the Corporation's 2004 Annual Meeting is February 16, 2004. If a
stockholder gives notice of such a proposal after the discretionary voting
deadline, the Corporation's proxy holders will be allowed to use their
discretionary voting authority to vote against the stockholder proposal when and
if the proposal is raised at the Corporation's 2004 Annual Meeting of
Stockholders.

OTHER MATTERS

The Corporation knows of no other matters to be presented for action at
the Annual Meeting other than those mentioned above. However, if any other
matters should properly come before the meeting, it is intended that the persons
named in the accompanying proxy card will vote on such matters in accordance
with their best judgment.

ANNUAL MEETING OF STOCKHOLDERS OF

STRAYER EDUCATION, INC.

MAY 7, 2003

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

| |
| |
V Please detach and mail in the envelope provided. V

--------------------------------------------------------------------------------

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS
AND "FOR" PROPOSAL 2.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]

--------------------------------------------------------------------------------

1. Election of seven Directors by all Common Stockholderes:

NOMINEES
[ ] FOR ALL NOMINEES o Robert S. Silberman
o Dr. Charlotte F. Beason
[ ] WITHHOLD AUTHORITY o William E. Brock
FOR ALL NOMINEES o Gary Gensler
o Todd A. Milano
[ ] FOR ALL EXCEPT o Robert L. Johnson
(See instructions below) o G. Thomas Waite III

INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
------------ "FOR ALL EXCEPT" and fill in the circle next to each nominee you
wish to withhold, as shown here: o

-----------------------------------------------------------------------------

--------------------------------------------------------------------------------
To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that [ ]
changes to the registered name(s) on the account may not be submitted via
this method.
--------------------------------------------------------------------------------

FOR AGAINST ABSTAIN
2. Proposal to ratify the appointment of
PricewaterhouseCoopers as independent [ ] [ ] [ ]
public accountants for the Corporation.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. HOWEVER, IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF DIRECTORS, FOR THE RATIFICATION OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS THE CORPORATION'S INDEPENDENT PUBLIC ACCOUNTANTS, AND ON
OTHER MATTERS IN THE DISCRETION OF THE PROXYHOLDER AS HE MAY DEEM ADVISABLE.

The undersigned hereby acknowledges prior receipt of a copy of the Notice of
Annual Meeting of Stockholders and proxy statement dated April 1, 2003, and
hereby revokes any proxy or proxies heretofore given. This Proxy may be revoked
at any time before it is voted by delivering to the Secretary of the
Corporation either a written revocation of proxy or a duly executed proxy
bearing a later date, or by appearing at the Annual Meeting and voting in
person.

If you receive more than one proxy card, please sign and return all cards in
the accompanying envelope.

PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT TO ENSURE A QUORUM AT THE
MEETING. IT IS IMPORTANT WHETHER OR NOT YOU OWN FEW OR MANY SHARES. DELAY IN
RETURNING YOUR PROXY MAY SUBJECT THE CORPORATION TO ADDITIONAL EXPENSE.

I plan to attend the May 7, 2003 Annual Stockholders Meeting. [ ]

Signature of Stockholder _______________________________ Date:_________________

NOTE: This proxy must be signed exactly as the name appears hereon. When
shares are held jointly, each holder should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give
full title as such. If the signer is a corporation, please sign full
corporate name by duly authorized officer, giving full title as such.
If signer is a partnership, please sign in partnership name by
authorized person.

REVOCABLE PROXY

STRAYER EDUCATION, INC.
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 7, 2003
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder hereby appoints Robert S. Silberman, Steven
A. McArthur and Mark C. Brown or any of them, attorneys and proxies of the
undersigned, with full power of substitution and with authority in each of them
to act in the absence of the other, to vote for the undersigned at the Annual
Meeting of Stockholders of the Corporation to be held on Wednesday, May 7, 2003
at 9:00 a.m. (Eastern time) at the Ritz Carlton Hotel, Pentagon City, 1250 South
Hayes St., in Arlington, Virginia, and at any adjournments thereof, in respect
of all shares of the Common Stock of the Corporation which the undersigned may
be entitled to vote, on the following matters:

(To be signed on the reverse side)

14475