Minerva Project

Minerva Project, Inc. is a for-profit corporation incorporated in Delaware and based in San Francisco.¹ Its founder and chief executive, Ben Nelson, was president of Snapfish when Hewlett-Packard agreed to buy the online photo service in 2005.² Minerva's biography of Nelson states that he was Snapfish chief executive from 2005 through 2010 and began that tenure by "leading the company's sale to Hewlett Packard for $300 million." Computerworld reported on March 22, 2005 that "Terms of the deal were undisclosed."²³ The company's school began as the Minerva Schools at KGI, an arrangement with the Keck Graduate Institute, and became an independent institution, Minerva University, that was accredited in 2021.⁴⁵ Its investors have included Benchmark Capital, which provided the seed round, and investors from China and South Korea.

Corporate filings

The company has filed five Form D notices with the Securities and Exchange Commission, in April 2012, November 2014, December 2017, July 2019 and September 2022.⁶ Each lists Nelson as an executive officer and director.

Hewlett-Packard's quarterly report for the period ended July 31, 2005 says that in the first nine months of fiscal 2005 HP acquired two companies and increased its ownership in a consolidated subsidiary, for an aggregate purchase price of approximately $339 million, including direct transaction costs. The report says that the largest of these transactions was the acquisition of SAC, LLC, doing business as "Snapfish." The report for the period ended April 30, 2005 gave the aggregate for the first six months as approximately $332 million.⁷⁸

The April 2012 notice gives March 26, 2012 as the date of first sale and an offering of $25,000,000, of which $16,666,667 had been sold. It lists Kevin Harvey as a director beside Nelson.¹

The notice filed November 14, 2014 gives October 14, 2014 as the first sale, an offering of $78,600,000 and $45,333,330 sold. It adds Bangxin Zhang as a director, and the business address moves to 1145 Market Street in San Francisco.⁹

The notice filed December 5, 2017 gives November 21, 2017 as the first sale, an offering of $75,949,507 and $13,000,104 sold. Its directors are Nelson, Harvey, Zhang, Philip Lader and Gwynne Shotwell.¹⁰

The notice filed July 12, 2019 gives June 28, 2019 as the first sale of an offering of $7,671,644, all of which was sold. Its directors are Nelson, Harvey, Lader, Shotwell, Rong Luo, Yiming Zhang and Wendy Kopp.¹¹

The notice filed September 2, 2022 gives August 18, 2022 as the first sale of an offering of $16,240,000, of which $3,065,519 had been sold. Its directors are Nelson, Harvey, Kopp, Shotwell, Lader and Alex Peng, and it lists four further executive officers.¹²

Funding rounds

On April 4, 2012 the company announced that it had "secured $25 million in early stage funding from Benchmark Capital, the largest seed investment in the firm's history," and named Larry Summers chairman of its advisory board.¹³ The January 2013 release repeats the seed figure: "In early 2012, Minerva secured $25 million in seed financing from Benchmark Capital, the largest seed investment in the firm's history."¹⁴

On October 15, 2014 Minerva announced "the first of two closes in a Series B round that will generate $70M in new financing," led by "a consortium of three investors from China": TAL Education Group, ZhenFund and Yongjin Group. Benchmark Capital returned with an additional commitment. The release says that 70 percent of the round had been allocated and that the remaining 30 percent would be allocated by the beginning of 2015.¹⁵ TAL's filing of October 22, 2014 states that it led "the Series B funding for Silicon Valley-based Minerva Project together with ZhenFund and Yongjin Group."¹⁶

TAL's annual report for the year ended February 28, 2015 records "a minority equity investment of $18.0 million in Minerva" made in October 2014, with total consideration of $18,000,003 for an equity interest in Minerva Project, Inc., "a Delaware corporation," carried at cost. Its reports for the years ended February 2016, 2017 and 2018 carry the same figure.¹⁷¹⁸

The company announced a $57 million Series C in July 2019. It was led by ByteDance, with existing investors TAL and Yongjin Group and new investors Pinpoint Ventures, Kakao Ventures, Tan Tan Ventures and Lighthouse Combined from Korea.¹⁹²⁰ EdSurge described Yongjin Group as one of "a host of Korean firms," and reported that the investors "hail from Asia." Nelson said: "There is a greater appreciation of the potential of education in Asia." EdSurge reported that the for-profit company had funded the Minerva Schools at KGI to that point, that it would provide no additional funds to them, and that the schools were looking to raise $50 million separately.¹⁹ The Form D filed the following day records $7,671,644 offered and sold, from a first sale on June 28, 2019.¹¹

Board and advisory board

The October 2014 release states that "a representative from TAL will sit on the Minerva Project's Board, joining Nelson and Kevin Harvey, general partner at Benchmark Capital," and that Nelson would appoint two further members later. It quotes "Bangxin Zhang, chairman and CEO at TAL Education Group."¹⁵ The Form D filed on November 14, 2014 lists Bangxin Zhang as a director of Minerva Project, Inc. beside Nelson and Harvey, and the notice of December 2017 lists him again.⁹¹⁰ TAL's annual report names "Bangxin Zhang, our chairman and chief executive officer," and "Rong Luo, our chief financial officer."¹⁷ Zhang, the TAL chairman and chief executive, is the director named in the Form D notices.

Rong Luo became TAL's chief financial officer in November 2014 and held the post through its report for the year ended February 2021.²¹ The Form D of July 12, 2019 lists him as a Minerva director in place of Zhang.¹¹ The notice gives no biography; the identification of that director with TAL's chief financial officer rests on the identical full name and on TAL's board seat.

Harvey's biography in the 2025 proxy statement of Upwork lists among his other affiliations "Director, Minerva Project Inc., education innovation company."²²

The 2016 proxy statement of AES Corporation lists the directorships of Philip Lader, including "UC RUSAL (from 2006 to the present)" and "the Minerva Project (from 2015 to the present)."²³ Lader's biography on the Renaissance Weekend site describes him as Trustee Emeritus of the RAND Corporation and lists the Atlantic Council among his boards, and it says that he was "president of Business Executives for National Security."²⁴

Shotwell is listed in the 2020 proxy statement of Polaris Inc. as a director of the Minerva Project. The same statement says that she held positions with Microcosm and with The Aerospace Corporation before she became vice president of business development at SpaceX in August 2002.²⁵ Bob Kerrey was a trustee of The Aerospace Corporation from 2001 to 2002, according to the proxy statements of Tenet Healthcare for those years.²⁶

The Minerva Institute and Kerrey's appointment

On January 14, 2013 the company announced the launch of The Minerva Institute for Research and Scholarship, which it described as a non-profit institute, and named Kerrey its executive chairman. The release says that Kerrey had joined the company's advisory board in 2011. It names Larry Summers as "chairman of Minerva's Advisory Board," and it quotes Kerrey: "I believe the Minerva Project is the single most important innovation in higher education in my lifetime."¹⁴

The April 2012 release had already listed Kerrey on the advisory board, with Patrick Harker, then president of the University of Delaware, and Lee Shulman, under Summers as chairman.¹³ An undated company overview in the Epstein files names the same advisory board members and says that the company "was founded by CEO Ben Nelson in 2011."²⁷ The January 2013 release gives the founding year as 2010, the October 2014 release as 2012, and the 2012 Form D records incorporation in 2011.¹¹⁴¹⁵

On November 11, 2014 the Institute announced the appointment of Stacey Childress, then chief executive of NewSchools Venture Fund, and Michael Horn of the Clayton Christensen Institute to its board.²⁸ Minerva's Institute page of 2020 lists as board members Bertil Andersson, Childress, Horn, Diane Tavenner, Phil Bronner and Zhang Yiming, the founder of ByteDance, with Kerrey as executive chairman and Nelson as founder. The 2021 page adds Venki Ramakrishnan and lists Kerrey as chairman.²⁹³⁰ The 2023 Board of Trustees page lists Tavenner as chair, Kerrey as chair emeritus, Nelson as founder and board member, and, among others, Randy Schekman and Zhang Yiming; the same page states that "the Minerva name, logo, and trade dress are trademarks of Minerva Project."³¹ On December 7, 2020 Minerva announced that Reed Hastings would support the Institute.³²

Minerva's accreditation history states that the Institute "assumed responsibility for funding and operating Minerva Schools in preparation for independent accreditation."³³ Minerva's own announcement of July 22, 2021 describes the Institute as "a non-profit, tax-exempt entity" that "was founded in 2013."³⁴

Accreditation through Keck Graduate Institute

EdSurge reported in July 2013 that the company had partnered with Keck Graduate Institute, a graduate school in the Claremont Colleges, to launch the Minerva Schools at KGI. The report said the Western Association of Schools and Colleges (WSCUC), which accredited KGI, would begin reviewing Minerva's programs for approval, and it described the arrangement as similar to the way the Stanford University School of Engineering operates within its university. The report also says that "while Minerva is a for-profit school, KGI is a nonprofit organization."⁴

Minerva's accreditation page records that WSCUC approved the affiliation between KGI and Minerva in February 2014. It records that WSCUC granted initial accreditation to Minerva University in June 2021, "recognizing it as a freestanding, independent, accredited institution." A WSCUC action letter, listed on the same page as February 2026, followed a special site visit in the winter of 2026.³³

Minerva's Institute page of 2021 describes the Institute as "a private, non-profit, tax-exempt entity that operates Minerva Schools at KGI," and states that it "will become the home of Minerva University when WSCUC grants it accreditation separate from KGI."³⁵ KGI's own account of August 2, 2021 says that Minerva University is "now a freestanding, independent institution." Its president, Sheldon Schuster, said of the arrangement: "This was not a financial arrangement."⁵

Teri Cannon is "Chief Policy and Accreditation Officer/ALO for MSKGI and Acting President, Minerva Institute." She joined Minerva in 2012 after working as a higher education consultant and, before that, as executive vice president of the accrediting commission itself, then WASC.³⁶³⁷

Institutional partners

On April 30, 2018 Minerva and the Hong Kong University of Science and Technology announced the HKUST-Minerva Scholars Program, under which HKUST students take four Minerva Cornerstone courses on Minerva's Active Learning Forum platform and Minerva students may spend part of their fourth year at HKUST. Nelson is quoted: "I am especially proud that our first partnership is with HKUST."³⁸

A page on Minerva's admissions site, captured in September 2020, is headed "Partner: IDF 8200" and states: "IDF unit 8200 alumni have the mature perspective and technological experience to both benefit from and contribute to Minerva's diverse undergraduate experience."³⁹ The company's case study for the Korean Institute for Energy Technology (KENTECH) says that Minerva "partnered with" it "to create a selective university" for students pursuing energy careers.⁴⁰ On September 28, 2023 Minerva University announced a partnership with Rise, "an initiative of Schmidt Futures and the Rhodes Trust," to provide four-year scholarships.⁴¹

Federal aid and student visas

Minerva's financial aid page says: "Minerva does not participate in U.S. Title IV federal financial aid programs at this time."⁴² The WSCUC directory entry for Minerva University reads "Distributes Federal Financial Aid: No."⁴³ The 2013 release had said that the company "will not rely on the federal government for assistance."¹⁴

The university's About page states: "Minerva is also authorized by SEVP to host international students on F-1 visas, supporting its undergraduate residential program."⁴⁴

Stephen M. Kosslyn

Stephen M. Kosslyn was named divisional dean for the social sciences at Harvard University, effective July 1, 2008, after serving as chair of the psychology department from 2005; he was John Lindsley Professor of Psychology.⁴⁵ In February 2013 his email signature gave his position as director of the Center for Advanced Study in the Behavioral Sciences at Stanford.⁴⁶ On March 12, 2013 Minerva announced his appointment as Founding Dean; the release quotes Summers, "chairman of the Minerva Project Advisory Board": "I cannot imagine a better leader for Minerva's effort to develop new scalable approaches to higher education."⁴⁷ By September 2014 his signature gave his position as dean of the Minerva School of Arts and Sciences at the Keck Graduate Institute, with a business address at 1145 Market Street.⁴⁸

Kosslyn's directorship of the Center for Advanced Study in the Behavioral Sciences ran from January 1, 2011, succeeding Iris Litt, to 2013.⁴⁹⁵⁰

A final technical report filed with the Defense Technical Information Center names Kosslyn as principal investigator on AFOSR Grant 88-0012, performed at Harvard University. Its title page reads "Neuropsychological Components of Imagery Processing," the cover header reads "AFOSR/ONR FINAL TECHNICAL REPORT," and the funding and monitoring organization is listed as the Air Force Office of Scientific Research at Bolling Air Force Base. The report is dated January 25, 1991 and carries a 1991 DTIC processing stamp.⁵¹ DTIC technical reports from 1983 to 1992 name the Office of Naval Research as the monitoring office for Kosslyn's imagery work under five contracts: N00014-79-C-0982 at Brandeis University (report of January 24, 1983), N00014-82-C-0166 and N00014-83-K-0095 (three reports of August 20, 1984), N00014-85-K-0291 (reports of October 31, 1985 and July 28, 1987, the latter under the Personnel and Training Research Programs, Code 1142PT) and N00014-91-J-1243 (quarterly letters of August 8, 1991 and February 15, 1992 to Dr. Terry Allard of the Office of Naval Research).⁵² A February 28, 1989 report states that its work "was supported by ONR contract N00014-85-K-0291 and AFOSR grant 88-0012."⁵³

The 2020 report of Harvard's Office of the General Counsel found that Epstein had given Harvard two gifts, in 1998 and 2002, totaling $200,000 "to support Kosslyn's research," and that Kosslyn, as chair of the psychology department, recommended him for admission as a Visiting Fellow for 2005-2006. Kosslyn's letter of September 2, 2005 states: "I have known Jeffrey for about nine years," and "He has been my only collaborator on this project (for some five years now, I believe)," the project being a "theory of social prosthetic systems." Epstein's application of September 1, 2005 was approved on September 3, and a second year was approved on April 21, 2006. The report states that Kosslyn recalled Epstein as someone who "was barely ever around," and that the application form did not require Kosslyn to disclose the gifts. In November 2008, after President Drew Faust had concluded that Harvard should no longer accept gifts from Epstein, Kosslyn, then divisional dean, noted in an email: "If [President] Drew [Faust] weren't opposed to taking JEE's money, there wouldn't be a problem . . [.] but she is."⁵⁴

Jeffrey Epstein's correspondence with Minerva, 2013 and 2014

On February 21, 2013 Kosslyn wrote to Lesley Groff, the scheduler of Jeffrey Epstein, that "Ben wants to bring Senator Bob Kerrey with him. Would that be OK with JEE?" Groff replied: "Jeffrey says YES to all! 12:00 and bring along Sen. Bob Kerrey."⁵⁵ The schedule for Friday, February 22, 2013 lists "12:00pm Lunch w/Professor Kosslyn, Ben Nelson and Senator Bob Kerrey." An earlier version had listed a "TENTATIVE Lunch w/Professor Kosslyn and Ben Nelson" at 11:30.⁵⁶

On the evening of February 22, 2013 Kosslyn wrote to Epstein: "I'm absolutely torn by the situation." He added that "the rest of the team is A+," and that he had "met with the head guy at Benchmark, and they are very positive about the project." He reported that the managing director of the Mayfield Fund had been "very high on the idea" although the fund "turned them down for internal reasons." Epstein replied: "i see little downside , in taking it, but having all the money you need up front."⁴⁶⁵⁷ Minerva announced Kosslyn as Founding Dean on March 12, 2013.⁴⁷

On February 27, 2013 Epstein wrote to Kosslyn: "i have bill gates at the house tonight after 10," and asked whether Bill Gates knew Kerrey and whether Kerrey "would he like to come."⁵⁸

On March 12, 2013 Groff asked Epstein whether she should "touch base with Bob Kerrey of the Minvera [sic] Project," and Epstein answered "ok."⁵⁹

On July 26, 2013 the educator Roger Schank wrote to Epstein under the subject "minerva project": "am to meet bob kerrey (who I know) monday" and "ran into kosslyn wed who is also involved." Epstein replied that he thought the project "nuts" and asked: "he and kosslyn are only init for the money nu?" Schank answered: "He has enough I would have thought (Maybe not Steve)."⁶⁰ On August 12, 2013 a LinkedIn update forwarded to Epstein stated that "Bob Kerrey is now Executive Chairman at The Minerva Institute."⁶¹

On September 15, 2014 Epstein wrote to Kosslyn: "met with kerrey, too used to not being questioned properly." Later that day he reported what Kerrey had said: "he tried to describe minerva to cass sunstein, total fluff, but did say you had rasied 100 m with the condition that if students didn't come the money would be returned." Kosslyn replied: "I know nothing about that condition, and have no idea where he got that idea.. But maybe he knows something I don't know." He added: "I wish I had been able to explain Minerva to Sunstein (whom I've never met)."⁶²

On September 16, 2014 Kerrey wrote to Epstein after a brunch: "Thanks for a wonderful brunch and another great conversation." Epstein asked whether Kerrey had said that Kosslyn "had raised 100 million" and whether the money would be returned. Kerrey answered: "He has not closed the round yet but has very strong interest that will enable him to close. He will not lower standards to bring in the first large class in 2015 and will return unspent money from the second round if we fail to recruit at the standard we have set." Epstein forwarded the exchange to Kosslyn the same day.⁴⁸⁶³

The Form D notice for the round records a first sale on October 14, 2014, four weeks after that exchange, and an offering of $78,600,000.⁹