DEF 14A of Grand Canyon Education, Inc., Apr 26, 2024

DEF 14A of Grand Canyon Education, Inc.

Filed Apr 26, 2024 · FY20230001558370-24-005910

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The following provides summary information regarding our director nominees:

  2. DIRECTOR NOMINEES

    | Name | Age | Director Since | Primary Occupation | Committee Memberships(1) | | | Other Public Company Boards | | | | | | A | C | NCG | | | Brian E. Mueller* | 70 | 2009 | Chairman of the Board of Directors and Chief Executive Officer, Grand Canyon Education, Inc. | | | | None | | Sara Ward+≠ | 60 | 2013 | President and Chief Executive Officer, Sara Dial & Associates | ⌧ | ⌧ | ⌧ | 1 | | Jack A. Henry+ | 80 | 2008 | Managing Director, Sierra Blanca Ventures, LLC | ⌧* | ⌧ | ⌧ | None | | Lisa Graham Keegan+ | 64 | 2019 | Principal Partner at The Keegan Company | ⌧ | ⌧ | ⌧* | None | | Chevy Humphrey+ | 59 | 2019 | President and Chief Executive Officer, Museum of Science and Industry Chicago | ⌧ | ⌧* | ⌧ | None | | Kevin F. Warren+ | 60 | 2024 | President and Chief Executive Officer of the Chicago Bears Football Club | ⌧ | ⌧ | ⌧ | None |

  3. DIRECTOR NOMINEES

    | * Chair |

  4. DIRECTOR NOMINEES

    | + | Independent director |

  5. DIRECTOR NOMINEES

    | ≠ | Lead independent director |

  6. DIRECTOR NOMINEES

    | (1) A= Audit Committee; C=Compensation Committee; and NCG=Nominating and Corporate Governance Committee |

  7. DIRECTOR NOMINEES

    OUR CORPORATE GOVERNANCE HIGHLIGHTS We believe that effective corporate governance is critical to our ability to create long term value for our stockholders. The following highlights certain key aspects of our corporate governance framework:

  8. DIRECTOR NOMINEES

    | ◻ | We Have An Independent and Diverse Board. Five of our six directors are independent. Three of our six directors are women and two of our directors identify with an underrepresented diverse race or ethnicity. | ◻ | Our Independent Directors Meet Without Management. Our independent directors meet regularly in executive sessions without management present. | | ◻ | We Have Majority Voting for Directors. We have adopted majority voting for directors pursuant to which nominees who fail to achieve an affirmative majority of votes cast must submit their resignation. | ◻ | We Have a Stock Ownership Policy. We require both our named executive officers and our directors to maintain a meaningful ownership stake at levels specified in our stock ownership policy. | | ◻ | We Hold Annual Elections for Directors. We do not have a staggered board. | ◻ | Our Key Committees are Independent. We have fully independent Audit, Compensation and Nominating and Corporate Governance Committees. | | ◻ | We Assess Board Performance. We conduct regular evaluations of our Board and Committees. | ◻ | We Do Not Have a “Poison Pill.” We do not maintain a stockholder rights plan. |

  9. Information About the Board of Directors

    Information About the Board of Directors The following matrix provides information regarding the members of our Board of Directors, including certain types of knowledge, skills, experiences and attributes possessed by one or more of our directors which our Board of Directors believes are relevant to our business or industry. The matrix does not encompass all of the knowledge, skills, experiences or attributes of our directors, and the fact that a particular knowledge, skill, experience or attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill, experience or attribute with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill and experience listed below may vary among the members of the Board of Directors.

  10. Information About the Board of Directors

    | | Brian E. Mueller | Sara Ward | Jack A. Henry | Lisa Graham Keegan | Chevy Humphrey | Kevin F. Warren | | Knowledge, Skills and Experience | | | | | | | | Public Company Board Experience | ⚫ | ⚫ | ⚫ | ⚫ | ⚫ | ⚫ | | Financial | ⚫ | | ⚫ | | ⚫ | ⚫ | | Risk Management | | | ⚫ | | ⚫ | ⚫ | | Accounting | | | ⚫ | | ⚫ | ⚫ | | Corporate Governance/Ethics | ⚫ | ⚫ | ⚫ | ⚫ | ⚫ | ⚫ | | Legal/Regulatory | ⚫ | | ⚫ | ⚫ | | ⚫ | | HR/Compensation | ⚫ | ⚫ | | ⚫ | ⚫ | ⚫ | | Executive Experience | ⚫ | ⚫ | ⚫ | ⚫ | ⚫ | ⚫ | | Operations | ⚫ | | | ⚫ | ⚫ | ⚫ | | Strategic Planning/Oversight | ⚫ | ⚫ | ⚫ | ⚫ | ⚫ | ⚫ | | Technology | | | | | ⚫ | | | Mergers and Acquisitions | | ⚫ | ⚫ | | ⚫ | ⚫ | | Cybersecurity | | | | | ⚫ | | | Academia/Education | ⚫ | ⚫ | | ⚫ | ⚫ | | | Demographics – Race/Ethnicity | | | | | | | | African American | | | | | ⚫ | ⚫ | | Asian/Pacific Islander | | | | | | | | White/Caucasian | ⚫ | ⚫ | ⚫ | ⚫ | | | | Hispanic/Latino | | | | | | | | Native American | | | | | | | | Gender | | | | | | | | Male | ⚫ | | ⚫ | | | ⚫ | | Female | | ⚫ | | ⚫ | ⚫ | | | Board Tenure | | | | | | | | Years | 15 | 11 | 16 | 5 | 5 | 1 |

  11. Compensation of Directors

    Compensation of Directors We have a compensation program in place for our non-employee directors that utilizes annual retainers and restricted stock grants. New non-employee directors, upon appointment or election to the Board of Directors, receive an award of restricted stock under our equity incentive plan valued at $20,000 on the date of grant, which vests on the one-year anniversary of the date of grant, subject to accelerated vesting in the event of a change in control. For serving on the Board of Directors, our non-employee directors also receive an annual retainer of $50,000 in cash and an award of restricted stock under our equity incentive plan valued at $75,000 on the date of grant. The cash portion of the annual retainer is paid quarterly while the restricted stock grants to our non-employee directors are made after our annual meeting of stockholders each year and vest on the earlier of the one-year anniversary of the date of grant or immediately prior to the following year’s annual meeting of stockholders, subject to acceleration in the event of a change in control. In addition, our lead independent director receives an additional annual cash retainer of $33,333, each non-employee director receives an additional annual cash retainer for service on a Board committee of $5,000, and each committee chair receives an additional annual cash retainer of $10,000, except for the chair of the Audit Committee, whose additional annual cash retainer for service as chair is $15,000. We reimburse all of our directors for reasonable expenses incurred to attend our Board of Directors and committee meetings.

  12. 2023 Director Compensation

    2023 Director Compensation The following table provides information regarding the compensation paid to the persons who served as non-employee directors in 2023:

  13. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Sara Ward | $98,333 | $75,000 | $173,333 | | Jack A. Henry | 80,000 | 75,000 | 155,000 | | Lisa Graham Keegan | 75,000 | 75,000 | 150,000 | | Chevy Humphrey | 75,000 | 75,000 | 150,000 | | David M. Adame | 65,000 | 75,000 | 140,000 |

  14. 2023 Director Compensation

    | (1) The following table provides a breakdown of the cash compensation paid to our non-employee directors in 2023 in respect of their annual retainers for service on the Board of Directors, for service on Board committees, and for services as a Board committee chair or as lead independent director: |

  15. 2023 Director Compensation

    | Name | Board of Directors Annual Retainer | Board Committee Annual Retainers | Committee Chair Annual Retainer | Total | | Sara Ward(1) | $50,000 | $15,000 | $33,333 | $98,333 | | Jack A. Henry | 50,000 | 15,000 | 15,000 | 80,000 | | Lisa Graham Keegan | 50,000 | 15,000 | 10,000 | 75,000 | | Chevy Humphrey | 50,000 | 15,000 | 10,000 | 75,000 | | David M. Adame | 50,000 | 15,000 | | 65,000 |

  16. 2023 Director Compensation

    | (1) The amount for Ms. Ward includes the additional annual retainer of $33,333 that she received in her capacity as lead independent director. |

  17. 2023 Director Compensation

    | (2) Represents the aggregate grant date fair value of the shares of restricted stock granted during the fiscal year as computed in accordance with ASC 718. For each director, the number of shares granted was determined by dividing the grant date value of the award, $75,000, by $101.62, the closing price of the company’s common stock on June 20, 2023, the date of grant, rounded up to the nearest whole share. Each director held 739 unvested shares at December 31, 2023. All unvested shares will vest on the earlier of the one-year anniversary of the date of grant or immediately prior to the Annual Meeting. Mr. David M. Adame’s grant was modified on January 2, 2024 to accelerate the vesting of 370 shares and to forfeit the remaining 369 shares, reflecting his time of service on the Board until the Board accepted his resignation in December 2023. |

  18. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  19. ELECTION OF DIRECTORS

    | ◻ What am I voting on? | Stockholders are being asked to elect six directors to serve for a one-year term. | | ◻ Voting recommendation: | Our Board of Directors unanimous recommends that you vote “FOR” the election of each director nominee. The Board and the Nominating and Corporate Governance Committee believe that the six director nominees each possess the necessary qualifications, attributes, skills and experiences to provide quality advice and counsel to the Company’s management and effectively oversee the business and the long-term interests of our stockholders. | | ◻ Vote required: | The affirmative vote of a majority of the votes cast at the Annual Meeting is required for the election of each director. Stockholders of the Company are not permitted to cumulate their votes for the election of directors. Abstentions and broker non-votes will have no effect on the results of the election of directors. Unless contrary instructions are given, shares represented by proxies solicited by the Board of Directors will be voted for the election of each of the director nominees identified below. |

  20. Composition of our Board of Directors

    Composition of our Board of Directors Our bylaws provide that our business will be managed by or under the direction of the Board of Directors. The number of directors constituting our Board of Directors is determined from time to time by our Board of Directors. Currently, our Board of Directors consists of six members. Each of our six nominees for the position of director will be elected at the Annual Meeting to hold office until the next annual meeting of stockholders or the director’s earlier resignation or removal. Upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors, the Board of Directors has nominated the six persons named below for election as directors. Proxies solicited by our Board of Directors will, unless otherwise directed, be voted to elect the six nominees named below to constitute the entire Board of Directors.

  21. Directors and Director Nominees

    Directors and Director Nominees All of the nominees named below served as directors during 2023, except for Mr. Kevin F. Warren who was appointed on April 24, 2024, and each is currently serving on the Board of Directors. Each nominee has indicated a willingness to serve as a director for the ensuing year, but in case any nominee is not a candidate at the meeting for any reason, the proxies named in the enclosed proxy form may vote for a substitute nominee recommended by the Nominating and Corporate Governance Committee and approved by the Board of Directors. The following table sets forth certain information regarding each director nominee:

  22. Directors and Director Nominees

    | Name | Age | Position | Committee Membership | | Brian E. Mueller | 70 | Chairman and Chief Executive Officer | None | | Sara Ward | 60 | Director (Lead Independent Director) | Nominating and Corporate Governance; Compensation; and Audit | | Jack A. Henry | 80 | Director | Audit (chair); Nominating and Corporate Governance; and Compensation | | Lisa Graham Keegan | 64 | Director | Nominating and Corporate Governance (chair); Compensation; and Audit | | Chevy Humphrey | 59 | Director | Compensation (chair); Nominating and Corporate Governance; and Audit | | Kevin F. Warren | 60 | Director | Nominating and Corporate Governance; Compensation; and Audit |

  23. Directors and Director Nominees

    | | Brian E. Mueller has been serving as our Chief Executive Officer since July 1, 2008, as a director since March 2009, and as the Chairman of our Board since January 2017. Since July 1, 2018, Mr. Mueller has also served as the President of Grand Canyon University, an independent non-profit Arizona corporation that is our most significant university partner. From 2012 to 2018, Mr. Mueller served as the President of Grand Canyon University when it was owned and operated by the Company. See Policies and Procedures for Related Party Transactions. From 1987 to 2008, Mr. Mueller was employed by Apollo Education Group, Inc., a for-profit, postsecondary education company and the parent company of the University of Phoenix, serving between January 2006 and June 2008 as its President and a Director. Mr. Mueller previously served as the Chief Operating Officer of Apollo Education Group, Inc. from December 2005 to January 2006, as Chief Executive Officer of the University of Phoenix Online, a unit of the University of Phoenix, from March 2002 to November 2005, and as Chief Operating Officer and Senior Vice President of the University of Phoenix Online from May 1997 to March 2002. From 1987 to May 1997, Mr. Mueller held several positions in operations management for Apollo Education Group, Inc. From 1983 to 1987, Mr. Mueller was a professor at Concordia University. Mr. Mueller received a Bachelor of Arts degree in Education and a Master of Arts in Education degree from Concordia University. We believe that Mr. Mueller’s past experience working for both universities focused on traditional students and working adults, as well as his day-to-day leadership and intimate knowledge of our business and operations, provide the Board of Directors with both industry-wide and Company-specific experience and expertise. | | | Sara Ward has been serving as a member of our Board of Directors since March 2013, and as the lead independent director since January 2017. Ms. Ward has served as President and Chief Executive Officer of Sara Dial & Associates, an executive coaching and economic development consulting firm specializing in site selection and government relations since 1996. From 1993 to 1996, Ms. Ward served as the director of the Arizona Department of Commerce, having previously served as the finance director from 1991 to 1993. Prior to her work in the public sector, Ms. Ward worked in the investment banking industry. From 2014 to 2023 Ms. Ward served as a director for WillScot Mobile Mini Holdings Corp., a publicly traded provider of portable storage and mobile office solutions. Ms. Ward was previously a member of the board of trustees at Seattle Pacific University. Ms. Ward is a graduate of Stanford University with a Bachelor of Arts degree in international relations. Ms. Ward is NACD (National Association of Corporate Directors) Directorship Certified. The NACD Directorship Certification program equips directors with the foundation of knowledge sought by boards to effectively contribute in the boardroom. NACD Directorship Certified directors pass a foundational exam developed by experienced directors and, via continuing recertification requirements, commit to continuing education on governance and emerging issues impacting the businesses they service in order to elevate the profession of directorship. We believe Ms. Ward’s extensive experience with government, higher education and economic development provides a tremendous resource to our Board of Directors and management team, particularly in the areas of government relations, finance and corporate governance. |

  24. Directors and Director Nominees

    | | Jack A. Henry has been serving as a member of our Board of Directors since November 2008. Since 2000, Mr. Henry has served as the Managing Director of Sierra Blanca Ventures, LLC, a private investment and consulting firm. From 1966 to 2000, Mr. Henry worked as a certified public accountant for Arthur Andersen, a national accounting firm, retiring in 2000 as the Managing Partner of the Phoenix, Arizona office. Mr. Henry has previously served on the boards of directors of nine other publicly traded companies and seven private companies. Mr. Henry also currently serves on the board of directors and as chair of the audit committee of a private company. He is past President and founder of the Arizona Chapter of the National Association of Corporate Directors having served in that capacity for 16 years. Mr. Henry previously served on numerous community and nonprofit organizations including chairman of the Arizona Chamber of Commerce, Greater Phoenix Leadership, Greater Phoenix Economic Council, and Junior Achievement of Central Arizona. Mr. Henry also was a member of the Super Bowl ’96 Executive Committee, Arizona Business Hall of Fame, Arizona Economic Forum and the Violence Prevention Initiative. Mr. Henry has spoken and consulted on audit committee and corporate governance matters. Mr. Henry received a Bachelor of Business Administration degree and a Master of Business Administration degree from the University of Michigan. We believe that Mr. Henry’s extensive experience with public and financial accounting matters for corporate organizations, as well as experience as a consultant to and director of other public companies, provide significant insight and expertise to our Board of Directors. | | | Lisa Graham Keegan has been serving as a member of our Board of Directors since August 2019. Since 2001, Ms. Keegan has served as the Principal Partner at The Keegan Company, an education policy consulting firm, where she leads numerous projects, writes, and speaks on critical issues in American education. From 1991 to 2001, Ms. Keegan served as an Arizona elected official, first in the Arizona House of Representatives from 1991 to 1995, where she chaired the House Education Committee and oversaw the K-12, community college and university education budgets on the Appropriations Committee, and later as the Arizona Superintendent of Public Instruction from 1995 to 2001, where she oversaw Arizona’s public school system and directed the state’s Department of Education. In 2000 and 2008, respectively, Ms. Keegan served as education advisor to the John McCain campaigns for President. Ms. Keegan serves on the boards of the Grand Canyon Council Boy Scouts of America: 50 CAN, The 50-State Campaign for Achievement Now education advocacy organization; the National School Choice Awareness Foundation, an education organization focused on increasing parental awareness of school options; The Foundation For Advancing Alcohol Responsibility (Responsibility.org) National Advisory Board; and The Common Sense Institute of Arizona, a non-partisan research organization dedicated to the protection and promotion of Arizona’s economy. Ms. Keegan received a Bachelor of Arts degree from Stanford University and a Masters’ Degree from Arizona State University. We believe Ms. Keegan’s extensive experience with education and public office experience provides a tremendous resource to our Board of Directors and management team, particularly in the areas of operations and finance. |

  25. Directors and Director Nominees

    | | Chevy Humphrey, DBA has been serving as a member of our Board of Directors since August 2019. Dr. Humphrey has served as the President and CEO of the Museum of Science and Industry, Chicago (MSI) since January 2021. In this role, she oversees all aspects of executing the strategic vision of MSI, including guest experience, transformational exhibits, education programming, community engagement, and financial sustainability and growth. Dr. Humphrey is an international leader in the field of informal science education. Before joining MSI, she served for 15 years as CEO of Arizona Science Center. She serves as the Past Chair of the Board of the American Alliance of Museums, the world’s largest museum association, serving 35,000 members. She is Past Chair of the Board of the Association of Science and Technology Centers, which serves more than 500 science centers in more than 50 countries and has also served as the Chair of the Selection and Annual Review Committee for the National Science Foundation’s then-largest informal science initiative, Nanoscale Informal Science Education Network (NISE-Net). Dr. Humphrey has a long history serving on a wide variety of boards. Currently, she is a member of the Board of Governors for Argonne National Laboratory, a science and engineering research national laboratory operated by U-Chicago Argonne LLC for the United States Department of Energy. She also serves on the Economic Club of Chicago, Choose Chicago, the Theodore Roosevelt Presidential Library, the Sandra Day O’Connor Institute, Helios Education Foundation, and Education Forward Arizona. Dr. Humphrey was named to Crain’s Chicago Business’s 2023 Notable Women in STEM list and its 2023 Who’s Who list; she participated in Leadership Greater Chicago’s Daniel Burnham Fellowship, and she has received numerous awards from Chicago community organizations, including Girls Inc. Chicago’s 2023 Strong Smart Bold award and the Illinois Black Chamber, Cook County Black Chamber and Garfield Park Chamber of Commerce’s 2022 Business Leader of the Year award. Dr. Humphrey is originally from Houston, Texas. She earned a Doctorate in Business Administration from Grand Canyon University and an honorary Doctor of Science and Technology degree from the University of Advancing Technology. She holds a Master of Business Administration—with specializations in innovation entrepreneurship and marketing—from Northeastern University and a Bachelor of Science in Business with a concentration in Marketing from the University of Phoenix. Dr. Humphrey also received Executive Education certifications from The Wharton School at the University of Pennsylvania, Stanford University Graduate School of Business, and Yale School of Management. We believe Dr. Humphrey’s extensive experience and STEM related experience provides a tremendous resource to our Board of Directors and management team, particularly in the areas of operations, finance, and corporate governance. |

  26. Directors and Director Nominees

    | | Kevin F. Warren has been serving as a member of our Board of Directors since his appointment on April 24, 2024. He served previously as a member of our Board of Directors from September 2012 through August 27, 2019. Mr. Warren has served as President and Chief Executive Officer of the Chicago Bears Football Club, a National Football League (“NFL”) franchise, since April 2023, with responsibility for football and business operations. Mr. Warren is the first black President and CEO of the Chicago Bears and only the fifth President in the history of the Chicago Bears. Mr. Warren served as the Commissioner-Elect of the Big Ten Conference from September 2019 to January 2020. On January 2, 2020, Mr. Warren officially began his tenure as Commissioner of the Big Ten Conference and served in that role until April 2023. From 2005 to 2019, Mr. Warren served as a senior officer of the Minnesota Vikings, an NFL franchise. Prior to joining the Vikings, from 2003 to 2005, Mr. Warren worked for the international law firm of Greenberg Traurig LLP, which included representing the Wilf ownership group during its acquisition of the Vikings. From 2001 to 2003, Mr. Warren served as Senior Vice President of Business Operations & General Counsel of the Detroit Lions, an NFL franchise. Prior to that time, Mr. Warren worked with the St. Louis Rams, an NFL franchise, as Vice President of Football Administration in 2001 and as Vice President of Player Development & Football Legal Counsel from 1997 to 2000. Mr. Warren earned his bachelor’s degree in business administration from Grand Canyon University, his master’s degree in business administration from Arizona State University, and his Juris Doctor degree from the University of Notre Dame School of Law. We believe Mr. Warren’s extensive experience with legal, financial and marketing matters provides a tremendous resource to our Board of Directors and management team, particularly in the areas of operations, finance and corporate governance. |

  27. Directors and Director Nominees

    Our Board of Directors unanimously recommends that the stockholders vote FOR the election of each of the six nominees listed above to constitute our Board of Directors.

  28. Our Compensation Practices Highlights

    | | What We Do: | | What We Don’t Do: | | ◻ | We Pay for Performance: A significant portion of our cash compensation is based on achievement of key financial metrics that are disclosed to our stockholders. | ◻ | We Do Not Have Tax Gross-Ups: We do not provide tax gross-ups on any severance or change-in-control type payments. | | ◻ | We Seek Alignment with Our Stockholders. We require both our named executive officers and our directors to maintain a meaningful ownership stake at levels specified in our stock ownership policy. | ◻ | We Do Not Permit Hedging, Short Sales, or Pledging. Under our insider trading policy, our officers and directors are prohibited from hedging, effecting short sales of, and (except in extremely limited circumstances) pledging our stock. | | ◻ | We Balance Our Incentive Compensation: Our incentive compensation programs provide a balance of short-term cash incentives that are based on achievement of annual financial metrics and time-based equity incentives that vest over five years and provide value as a long-term retention tool. | ◻ | We Do Not Automatically Increase Salaries or Bonuses: Our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer have not accepted base salary increases in over eight years, and their bonuses are strictly performance based. | | ◻ | We Can Claw Back Compensation: We have the ability to recoup incentive compensation if the Company’s financial results are restated or materially misstated due in whole or in part to misconduct by one or more of our named executive officers. | ◻ | We Do Not Provide Excessive Perquisites: Our named executive officers receive limited perquisites and benefits. | | ◻ | We Retain an Independent Compensation Consultant: Our Compensation Committee engages an independent consultant from time to time to provide guidance on peer group composition and compensation levels. | ◻ | We Do Not Provide for Change of Control Acceleration. We do not provide “single-trigger” accelerated vesting of equity-based awards upon a change in control. |

  29. Compensation Philosophy and Objectives

    | ● | Strong alignment between company-wide performance and payouts under our annual cash incentive plan (“Annual Cash Incentive Plan”); |

  30. Compensation Philosophy and Objectives

    | ● | The absence of any guaranteed cash bonuses; |

  31. Compensation Philosophy and Objectives

    | ● | As a tool to retain key personnel, all stock-based awards are subject to five-year vesting periods, with 20% of each grant vesting annually on each of the first five anniversaries of the date of grant; |

  32. Compensation Philosophy and Objectives

    | ● | Severance arrangements with our named executive officers that are limited to one year of compensation and benefits and limited acceleration of vesting; and |

  33. Compensation Philosophy and Objectives

    | ● | Double-trigger change-in-control arrangements with our named executive officers. |

  34. Overview of 2023 Executive Compensation

    | ● | Why each element was chosen (described with each element of compensation, including base pay, short-term incentives and long-term incentives); |

  35. Overview of 2023 Executive Compensation

    | ● | How amounts and formulas for pay are calculated and determined (also described with each element of compensation, including base pay, short-term incentives and long-term incentives); and |

  36. Objectives of Compensation Programs

    | ● | Cash incentives should be linked to performance. Under our Annual Cash Incentive Plan, bonuses paid to our named executive officers are based on overall company financial performance, but are subject to reduction based on the Compensation Committee’s assessment of the particular named executive officer’s personal performance and contribution to our overall results. |

  37. Objectives of Compensation Programs

    | ● | Equity awards should be utilized as a means to retain key management and to align their interests with those of our stockholders. We utilize time-based equity awards that vest ratably over five years. We believe a long vesting period encourages retention and focuses our management team on the long-term interests of our Company and stockholders. |

  38. Compensation Programs Design and Elements of Compensation

    | ● | Bonuses. We provide cash bonuses, which typically are at-risk, to recognize and reward our named executive officers based on our success in a given year. For 2023, we awarded performance-related bonuses under our Annual Cash Incentive Plan. The operation of this plan as it relates to our named executive officers is described in more detail below. |

  39. Compensation Programs Design and Elements of Compensation

    | ● | Share-based compensation. We make equity incentive grants pursuant to our 2017 Equity Incentive Plan (the “2017 Plan”), under which a maximum of 3,000,000 shares may be granted. In 2023, our named executive officers received grants of restricted stock under the 2017 plan, as part of an overall, annual equity incentive grant made to Company employees. |

  40. Compensation Programs Design and Elements of Compensation

    Elements of Post-Termination Compensation and Benefits. The employment agreements of our named executive officers provide for post-termination salary and benefit continuation in the event of a termination by us without Cause (as defined below) or by the executive for Good Reason (as defined below) or in the event of any such termination within twelve (12) months following a Change in Control (as defined below), and for so long as the named executive officer abides by customary confidentiality, non-competition, and non-solicitation covenants and executes a full release of all claims, known or unknown, that the executive may have against the Company. We believe that the amounts of these payments and benefits and the periods of time during which they would be provided are fair and reasonable, and we have not historically taken into account any amounts that may be received by a named executive officer following termination when establishing current compensation levels. The elements of post-termination compensation that were in effect during 2023 pursuant to the written employment agreements consisted of the following:

  41. Compensation Programs Design and Elements of Compensation

    | ● | Payment of target bonus. Each named executive officer would receive an additional amount equal to 100% of the named executive officer’s annual target bonus for the year in which such termination occurs, with such amount also payable over twelve (12) months following any qualifying termination of employment. |

  42. Compensation Programs Design and Elements of Compensation

    | ● | Partially accelerated vesting of equity incentives. Each named executive officer would receive partial acceleration of the vesting of any outstanding restricted stock awards to the next annual vesting date immediately following the date of termination. |

  43. Compensation Programs Design and Elements of Compensation

    | ● | Fully accelerated vesting of equity incentives. In the event of a termination by us without Cause or by the executive for Good Reason within twelve (12) months following a Change in Control, each named executive officer would receive full acceleration of the vesting of their outstanding restricted stock awards. |

  44. Impact of Performance on Compensation

    Impact of Performance on Compensation For 2023, each of our named executive officers participated in the Annual Cash Incentive Plan, other than Mr. Briggs (as further described below). Under the Annual Cash Incentive Plan as in effect for 2023, a named executive officer’s bonus is based on the Company’s achievement of revenue and Adjusted EBITDA targets, with the resulting amount subject to reduction based on the Compensation Committee’s assessment of the particular named executive officer’s personal performance and contribution to our overall results. For 2023, we defined Adjusted EBITDA for purposes of the Annual Cash Incentive Plan in a manner consistent with the definition we use when reporting our financial results. See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations – Adjusted EBITDA (Non- GAAP Financial Measure), beginning on page 63 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for information regarding our use and calculation of Adjusted EBITDA. As such, we believe it is fair and reasonable to our executives to assess their individual performance on the same basis as our performance is assessed by our Board of Directors and investors. Company performance. For our named executive officers on the Annual Cash Incentive Plan, the financial metrics account for 100% of the target bonus, with the resulting amount subject to reduction based on the Compensation Committee’s assessment of the particular named executive officer’s personal performance and contribution to our overall results. For other plan participants on the Senior Management Plan (as defined below), the financial metrics account for 60% of the target bonus and specific individual performance goals account for 40% of the target bonus. Individual performance. In reviewing individual performance, we look at an executive’s achievement of non-financial objectives that, with respect to a given participant, may include achieving objectives related to, among other things, program development and expansion, regulatory compliance, student retention and academic outcomes. Calculation of bonuses. For each named executive officer on the Annual Cash Incentive Plan, the Compensation Committee establishes a target bonus, which is stated as a percentage of the named executive officer’s base salary. For 2023, the bonus opportunity as a percentage of base salary for each of the named executive officers on the Annual Cash Incentive Plan were as follows:

  45. Impact of Performance on Compensation

    | | Bonus Opportunity as a Percentage of Base Salary | | | | Name(1) | Threshold | Target | Maximum | | Brian E. Mueller | 50.0% | 100.0% | 150.0% | | Dr. W. Stan Meyer | 37.5% | 75.0% | 112.5% | | Daniel E. Bachus | 37.5% | 75.0% | 112.5% | | Dilek Marsh | 17.5% | 35.0% | 52.6% | | Daniel J. Briggs | 52.0% | 74.3% | 96.6% |

  46. Impact of Performance on Compensation

    For these executive officers, the financial metrics account for 100% of the target bonus, with the revenue target and the Adjusted EBITDA target accounting for 50% each. The actual percentage is determined on the basis of the Company’s achievement of the revenue and Adjusted EBITDA targets that the Compensation Committee establishes for the applicable fiscal year. For participants to earn any payout under the plan, the Company must achieve at least the threshold targets established for both the revenue and Adjusted EBITDA goals. Assuming both of these thresholds are achieved, payouts are made based on the Company’s achievement of the revenue goal and Adjusted EBITDA goal, with achievement of both goals at the threshold level resulting in a bonus of 50% of the target bonus and achievement of both goals at the maximum level resulting in a bonus of 150% of the target bonus. Performance between threshold and maximum levels results in prorated payments using straight-line interpolation. Shown below is a summary of the matrix described above:

  47. Impact of Performance on Compensation

    | Goal | Achievement of Financial Metric at Threshold Level | Achievement of Financial Metric at Target Level | Achievement of Financial Metric at Maximum Level | | Revenue goal (50.0% of financial metric) | 50% of target bonus attributable to goal | 100% of target bonus attributable to goal | 150% of target bonus attributable to goal | | Adjusted EBITDA (50.0% of financial metric) | 50% of target bonus attributable to goal | 100% of target bonus attributable to goal | 150% of target bonus attributable to goal | | Bonus payout as a % of target bonus | 50% | 100% | 150% |

  48. Impact of Performance on Compensation

    Under the Annual Cash Incentive Plan, the actual bonus that a named executive officer could earn for a given fiscal year ranges from 0% to a maximum of 150% of his or her annual target bonus. To illustrate how the plan functions, assume that a named executive officer’s base salary for 2023 is $300,000 and that the target bonus is 50% of base salary. Of this target bonus of $150,000, $75,000 (or 50%) would be paid based upon the Company’s achievement of the revenue target and $75,000 (or 50%) would be paid based on the Company’s achievement of the Adjusted EBITDA target. If the revenue target is achieved at the threshold level (so only 50% of the revenue component of the bonus is payable at that level) and the Adjusted EBITDA target is achieved at the target level (so that 100% of the Adjusted EBITDA component of the bonus is payable at that level) the participant would be entitled to a potential bonus of $112,500, calculated as $37,500 (50% of the revenue component) plus $75,000 (100% of the Adjusted EBITDA component). The plan for eligible senior management (the “Senior Management Plan”), in which Mr. Briggs participated in 2021, 2022 and 2023, differs from the Annual Cash Incentive Plan in that it includes achievement of individual performance targets as a primary element of the bonus calculation, such that achievement of revenue and Adjusted EBITDA targets each account for 30% of target bonus opportunity and the achievement of individual performance targets accounts for 40% of target bonus opportunity. In addition, for eligible senior management participating in this plan, the bonus under the Senior Management Plan is calculated based on two six-month cycles, such that the determination of the bonus payable for each half of the applicable year is determined on the basis of the achievement of the revenue, Adjusted EBITDA and individual performance targets established for each such period. Changes to performance goals and target awards. In accordance with the terms of the Annual Cash Incentive Plan, at any time prior to the final determination of bonuses earned, the Compensation Committee may adjust the performance goals and target awards to reflect a change in corporate capitalization (such as a stock split or stock dividend), or a corporate transaction (such as a merger, consolidation, separation, reorganization or partial or complete liquidation), or to reflect equitably the occurrence of any extraordinary event (including the financial impacts of a unique circumstance), any change in applicable accounting rules or principles, any change in the Company’s method of accounting, any change in applicable law, or any other change of a similar nature. In addition, under the Annual Cash Incentive Plan, the Compensation Committee may reduce (but not increase) the bonus amount for each named executive officer based on the committee’s determination of the participant’s achievement of personal and other performance goals established by the Compensation Committee and other factors as the committee determines. 2023 financial goals. The following table shows the Company-wide financial goals established for the named executive officers for 2023. These financial goals were selected based upon a combination of the Company’s internal budget and analyst estimates, which the Compensation Committee believes establishes an appropriate level at which to set goals in order to maximize the incentive for superior performance.

  49. Impact of Performance on Compensation

    Actual performance vs. compensation paid for 2023. For 2023, the Company achieved revenue of $960.9 million and Adjusted EBITDA of $302.3 million, both of which exceeded the maximum level of achievement, resulting in performance payout percentages for our named executive officers (other than Mr. Briggs) equal to 150.0% for the revenue component of the incentive bonus and 150.0% for the Adjusted EBITDA component of the incentive target bonus. Accordingly, the named executive officers achieved incentive bonuses as follows:

  50. Impact of Performance on Compensation

    | Name | Revenue Performance Payout (%) | Adjusted EBITDA Performance Payout (%) | 2023 Bonus as Percentage of Target Bonus (%) | 2023 Bonus as Percentage of Base Salary($) | 2023 Bonus ($) | | Brian E. Mueller | 150.0% | 150.0% | 150.0% | 150.0% | $481,500 | | Dr. W. Stan Meyer | 150.0% | 150.0% | 150.0% | 112.5% | $438,750 | | Daniel E. Bachus | 150.0% | 150.0% | 150.0% | 112.5% | $438,750 | | Dilek Marsh | 150.0% | 150.0% | 150.0% | 52.6% | $165,000 |

  51. Impact of Performance on Compensation

    Based on each individual named executive officer’s achievement or substantial achievement of their individual performance goals, and in light of the superior financial performance achieved by the Company in 2023, the Compensation Committee determined that cash bonuses under the Annual Cash Incentive Plan should be paid out at the level achieved as a result of the achievement of the company-wide financial goals, and that no reductions were otherwise merited. Bonus Paid to Mr. Briggs. Under the terms of the third amended and restated employment agreement entered into on May 1, 2023 between Mr. Briggs and the Company, Mr. Briggs was eligible to receive an incentive bonus with a target amount equal to 74.3% of his base salary and threshold and maximum amounts equal to 52.0% and 96.6%, respectively. Of his target bonus, 60% is to be based on the achievement of revenue and Adjusted EBITDA targets and 40% is to be based on the achievement of individual performance goals, including developing new and expanding current university partner relationships, increasing the number of opened off-campus classroom and laboratory sites, and achieving certain revenue and profitability goals for our hybrid healthcare programs. Based on the financial performance of the Company during 2023 and the percentage of his individual goals determined to be achieved, Mr. Briggs was awarded a bonus of $87,750, which is equal to approximately 29.0% of his base salary.

  52. Equity Incentive Plan

    Equity Incentive Plan As of December 31, 2023, there were 1,081,311 shares available for grant under the 2017 Plan.

  53. Equity Award Grant Policy

    Equity Award Grant Policy Our Board of Directors has approved a policy relating to the granting of stock options and other equity-based awards. Under this policy:

  54. Equity Award Grant Policy

    | ● | All stock option grants, restricted stock awards, and other equity based awards, which we collectively refer to as stock-based awards, must be approved by the Compensation Committee; |

  55. Equity Award Grant Policy

    | ● | The date for determining the strike price and similar measurements for stock-based awards will be the date of the meeting (or a date shortly after the meeting) or, in the case of an employee, director, or consultant not yet hired, appointed, or retained, respectively, the subsequent date of hire, appointment, or retention, as the case may be; |

  56. Equity Award Grant Policy

    | ● | We will not intentionally grant stock-based awards before the anticipated announcement of materially favorable news or intentionally delay the grant of stock-based awards until after the announcement of materially unfavorable news; and |

  57. Equity Award Grant Policy

    | ● | The Compensation Committee will approve stock-based grants only for persons specifically identified at the meeting by management. |

  58. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements Our named executive officers are eligible for severance payments and benefits in the event of an involuntary termination of employment without “cause” or for “good reason,” as well as certain benefits in connection with a change in control of the Company. Our named executive officers are also eligible for “double trigger” severance payments and benefits in the event of an involuntary termination of employment without “cause” or a termination of employment with “good reason” in connection with, or within twelve (12) months immediately following, a change in control of the Company. Our equity awards are also designed to be “double trigger,” so long as such awards are allowed to continue in effect following any change in control transaction on substantially equivalent terms and conditions to those applicable prior to such transaction. For detailed information on the estimated potential payments and benefits payable to the named executive officers in the event of their termination of employment, including following a change in control of the Company, see the section titled “Potential Payments Upon Termination or Change in Control.”

  59. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee has the sole authority, delegated from the Board of Directors, to appoint, compensate and oversee the work of an independent compensation consultant. As in prior years, the Compensation Committee has retained Mercer as its consultant to assist the Compensation Committee with its responsibilities related to our executive compensation programs. The Compensation Committee incurred $35,000 of consulting costs utilizing Mercer’s services in 2023.

  60. Effect of Accounting and Tax Treatment on Compensation Decisions

    Effect of Accounting and Tax Treatment on Compensation Decisions Internal Revenue Code Section 409A Section 409A of the Internal Revenue Code (“Section 409A”) requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities, penalties and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our employees and other service providers, including our named executive officers, so that they are either exempt from, or satisfy the requirements of, Section 409A. With respect to our compensation and benefit plans that are subject to Section 409A, in accordance with Section 409A and regulatory guidance issued by the Internal Revenue Service, we believe we are currently operating such plans in compliance with Section 409A. Accounting Standards Grants of equity awards under our equity plan are recognized as compensation expense for the fair value of equity-based compensation awards. The Compensation Committee considers the accounting implications of significant compensation decisions, including in connection with decisions that relate to our equity award programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

  61. Compensation Policies and Practices as Related to Risk Management

    | ● | Our Annual Cash Incentive Plan focuses on the achievement of company-wide revenue and adjusted EBITDA targets, which prevents participants from being able to materially enhance their bonus prospects through excessive or inappropriate risk-taking; |

  62. Compensation Policies and Practices as Related to Risk Management

    | ● | The cash payments that may be made to our named executive officers under the Annual Cash Incentive Plan are subject to stated maximum limits, which we believe mitigates any risks that our named executive officers may take; and |

  63. Compensation Policies and Practices as Related to Risk Management

    | ● | The equity grants made to our named executive officers, and all other employees, under our equity plan all vest in annual increments over a period of five years, which we believe discourages excessive or inappropriate short-term risk taking. |

  64. Summary Compensation Table

    Summary Compensation Table The following table sets forth the total compensation earned for services rendered by our named executive officers for the fiscal year ended December 31, 2023, 2022 and 2021. In accordance with the rules promulgated by the SEC, certain columns relating to information that is not applicable have been omitted from this table.

  65. Summary Compensation Table

    | Name and Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) (4) | Total | | Brian E. Mueller | | | | | | | | Chief Executive Officer and Chairman | 2023 | $321,000 | $1,211,643 | $481,500 | $2,744 | $2,016,887 | | (Principal Executive Officer) | 2022 | $321,000 | $1,211,488 | $460,495 | $4,130 | $1,997,113 | | | 2021 | $321,000 | $1,211,575 | $306,353 | $4,130 | $1,843,058 | | Dr. W. Stan Meyer | 2023 | $390,000 | $646,578 | $438,750 | $6,653 | $1,481,981 | | Chief Operating Officer | 2022 | $390,000 | $646,492 | $419,610 | $6,353 | $1,462,455 | | | 2021 | $390,000 | $646,494 | $279,154 | $6,173 | $1,321,821 | | Daniel E. Bachus | 2023 | $390,000 | $646,578 | $438,750 | $938 | $1,476,266 | | Chief Financial Officer | 2022 | $390,000 | $646,492 | $419,610 | $938 | $1,457,040 | | (Principal Financial Officer) | 2021 | $390,000 | $646,494 | $279,154 | $938 | $1,316,586 | | Dilek Marsh | 2023 | $313,418 | $450,019 | $165,000 | $4,441 | $932,878 | | Chief Technology Officer | 2022 | $304,831 | $449,972 | $157,802 | $4,123 | $916,728 | | | 2021 | $280,528 | $420,307 | $95,437 | $3,930 | $800,202 | | Daniel J. Briggs | 2023 | $302,904 | $500,034 | $87,750 | $5,964 | $896,652 | | Orbis Education CEO | 2022 | $299,850 | $499,932 | $178,769 | $5,664 | $984,215 | | | 2021 | $294,082 | $500,002 | $161,543 | $5,412 | $961,039 |

  66. Summary Compensation Table

    | (1) The amounts in this column reflect the base salary cash payments made in each year. Ms. Dilek’s base salary for 2021 reflects the amount paid prior to and following her promotion on July 1, 2021 to Chief Technology Officer. |

  67. Summary Compensation Table

    | (2) The amounts shown in this column reflect the compensation costs attributable to the restricted stock awards granted in 2023, 2022 and 2021. The compensation costs are based on the grant date fair value of each restricted stock award and do not take into account any estimated forfeitures related to service-based vesting conditions, if any. Assumptions used in the calculation of the grant date fair value of each restricted stock award granted during the 2023, 2022, and 2021 fiscal years are set forth in Notes 2 and 12 to our financial statements for the fiscal year ended December 31, 2023 included in our 2023 Annual Report on Form 10-K. |

  68. Summary Compensation Table

    | (3) The amounts in this column reflect non-equity incentive payments earned pursuant to our Annual Cash Incentive Plan in 2023, 2022 and 2021 except for Mr. Briggs whose non-equity incentive payments were based on the Senior Management Plan in 2023, 2022 and 2021. The amounts for Ms. Marsh in 2021 give effect to a salary increase from $263,313 to $300,000 effective July 1, 2021. |

  69. Summary Compensation Table

    | (4) In 2023, 2022, and 2021, the amounts in this column include company paid life insurance premiums for all named executive officers. For Dr. Meyer, Ms. Marsh and Mr. Briggs, the amounts in this column also reflect matching payments made by the Company under our 401(k) plan. |

  70. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table sets forth certain information with respect to incentive plan awards under our Annual Cash Incentive Plan and our 2017 Plan for the fiscal year ended December 31, 2023 to each of our named executive officers:

  71. 2023 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | | | | Name | Grant Date | Threshold($) | Target ($) | Maximum ($) | All Other Stock Awards: Number of Shares of Stock (#) | Grant Date Fair Value of Stock Awards(2) | | Brian E. Mueller | — | $160,500 | $321,000 | $481,500 | — | — | | | January 25, 2023 | — | — | — | 10,732 | $1,211,643 | | Dr. W. Stan Meyer | — | $146,250 | $292,500 | $438,750 | — | — | | | January 25, 2023 | — | — | — | 5,727 | $646,578 | | Daniel E. Bachus | — | $146,250 | $292,500 | $438,750 | — | — | | | January 25, 2023 | — | — | — | 5,727 | $646,578 | | Dilek Marsh | — | $55,000 | $110,000 | $165,000 | — | — | | | January 25, 2023 | — | — | — | 3,986 | $450,019 | | Daniel J. Briggs | — | $157,500 | $225,000 | $292,500 | — | — | | | January 25, 2023 | — | — | — | 4,429 | $500,034 |

  72. 2023 Grants of Plan-Based Awards

    | (1) These amounts reflect the Threshold, Target and Maximum bonuses payable to our named executive officers under our Annual Cash Incentive Plan or Senior Management Plan, as applicable (based on their base salaries as in effect at year end). All such awards have been paid, and the actual amounts paid are set forth in the Summary Compensation Table above. |

  73. 2023 Grants of Plan-Based Awards

    | (2) The amounts shown in this column reflect the compensation costs attributable to the restricted stock awards granted in 2023. The compensation costs are based on the grant date fair value of each restricted stock award and do not take into account any estimated forfeitures related to service-based vesting conditions, if any. Assumptions used in the calculation of the grant date fair value of each restricted stock award granted during the 2023 are set forth in Notes 2 and 12 to our financial statements for the fiscal year ended December 31, 2023 included in our 2023 Annual Report on Form 10-K. |

  74. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End The following table provides certain summary information concerning outstanding unvested restricted stock awards held by the named executive officers as of December 31, 2023. The Company does not have any outstanding stock options or other types of equity incentive awards.

  75. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | Name | Number of Shares of Stock That Have Not Vested (1) | Market Value of Shares of Stock That Have Not Vested (2) | | Brian E. Mueller | 39,250 | $5,182,570 | | Dr. W. Stan Meyer | 20,944 | $2,765,446 | | Daniel E. Bachus | 20,944 | $2,765,446 | | Dilek Marsh | 13,102 | $1,729,988 | | Daniel J. Briggs | 15,650 | $2,066,426 |

  76. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (1) The restricted stock awards granted to Mr. Mueller, Dr. Meyer, Mr. Bachus, Ms. Marsh, and Mr. Briggs vest in five successive equal annual installments upon the completion of each year of service with us over the five year period measured from the respective date of grant, subject to fully accelerated vesting in the event of a termination of employment without Cause or by the executive for Good Reason (each as defined and discussed below) within twelve (12) months following a change in control of the Company. Mr. Mueller, Dr. Meyer, Mr. Bachus, Ms. Marsh, and Mr. Briggs also receive partial accelerated vesting through the next annual vesting date immediately following the date of termination, upon the termination of employment by us without Cause or by the executive for Good Reason (as further discussed below). The following table sets forth the vesting schedule of the shares of restricted stock reported in this column for each NEO: |

  77. 2023 Outstanding Equity Awards at Fiscal Year-End

    | Vesting Date | Brian E. Mueller | Dr. W. Stan Meyer | Daniel E. Bachus | Dilek Marsh | Daniel J. Briggs | | March 1, 2024 | 13,384 | 7,142 | 7,142 | 4,069 | 4,974 | | March 1, 2025 | 10,767 | 5,745 | 5,745 | 3,494 | 4,444 | | March 1, 2026 | 7,886 | 4,208 | 4,208 | 2,859 | 3,255 | | March 1, 2027 | 5,066 | 2,703 | 2,703 | 1,882 | 2,091 | | March 1, 2028 | 2,147 | 1,146 | 1,146 | 798 | 886 |

  78. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (2) The market value of the unvested shares is equal to the number of shares listed multiplied by $132.04, which was the closing market price of our common stock on December 29, 2023, the last trading day of the last completed fiscal year. |

  79. 2023 Stock Vested

    2023 Stock Vested The following table provides certain summary information concerning restricted stock awards made to our named executive officers that vested, during the fiscal year ended December 31, 2023.

  80. 2023 Stock Vested

    | | Restricted Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Mr. Brian E. Mueller | 13,911 | $1,580,985 | | Dr. W. Stan Meyer | 7,424 | $843,738 | | Mr. Daniel E. Bachus | 7,424 | $843,738 | | Ms. Dilek Marsh | 3,861 | $438,803 | | Mr. Daniel J. Briggs | 4,089 | $464,715 |

  81. 2023 Stock Vested

    | (1) The value realized on vesting of restricted stock equals the closing trading price of our common stock on the date of vesting (or if such day is not a trading day, the immediately preceding trading day), multiplied by the number of shares vesting. |

  82. Pay Ratio Disclosure

    Pay Ratio Disclosure Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to provide the ratio of the annual total compensation of Mr. Mueller, our Chief Executive Officer, to the annual total compensation of the median employee of the Company (the “Pay Ratio Disclosure”). For 2023, our last completed fiscal year:

  83. Pay Ratio Disclosure

    | ● | the annual total compensation of our median employee (other than the Chief Executive Officer) was $63,433: and |

  84. Pay Ratio Disclosure

    | ● | the annual total compensation of Mr. Mueller, as reported above in the Summary Compensation Table, was $2,016,887. |

  85. Pay Ratio Disclosure

    | Based on this information, for 2023 the ratio of the annual total compensation of Mr. Mueller, our Chief Executive Officer, to the annual total compensation of our median employee was 31.8 to 1. |

  86. Pay Ratio Disclosure

    To identify the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee, we took the following steps:

  87. Pay Ratio Disclosure

    | ● | We determined that, as of December 31, 2023, our employee population consisted of 5,800 individuals, all of whom were located in the United States and of which 4,068, or 70.1%, were full-time employees, 2,186, or 37.7%, were full-time salaried employees, and 1,732, or 29.9%, were part-time employees and student workers. We selected December 31, 2023 as the date upon which we would identify the “median employee” because it enabled us to make such identification in a reasonably efficient and economical manner. |

  88. Pay Ratio Disclosure

    | ● | During the 2023 fiscal year, there were no such changes in employee population or compensation arrangements generally that would significantly change our pay ratio disclosure. Therefore, as permitted by Item 402(u) of Regulation S-K, we used the same median employee for 2023 that we used for our 2022 pay ratio calculation. See our proxy statement for our 2022 annual meeting of stockholders for information regarding the process we utilized to identify our “median employee.” |

  89. Pay Ratio Disclosure

    | ● | We then combined all of the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $63,433. The difference between such employee’s base salary and the employee’s annual total compensation represents the employee’s overtime pay, annual bonus and company matching contributions on behalf of the employee to our 401(k) employee savings plan. Since we do not maintain a defined benefit or other actuarial plan for our employees, and do not otherwise provide a plan for payments or other benefits at, following, or in connection with retirement, the “median employee’s” annual total compensation did not include amounts attributable to those types of arrangements. |

  90. Pay Ratio Disclosure

    Because the SEC rules for identifying the “median employee” and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies including companies in our peer group may not be comparable to the pay ratio reported above. Other companies may have different employment and compensation practices, different geographic breadth, perform different types of work, and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. This information is being provided for compliance purposes only. Neither the Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions.

  91. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following table provides information regarding the potential payments upon termination without Cause or for Good Reason, as well as upon termination without Cause or for Good Reason after a Change in Control of the Company, which would have been paid to each executive in the event he or she had been terminated as of December 29, 2023, the last business day of fiscal year 2023. All payments in connection with any such termination will comply with Section 409A of the Internal Revenue Code, to the extent Section 409A applies. The actual amounts to be paid out can only be determined at the time of such executive’s separation from the Company.

  92. Potential Payments upon Termination or Change in Control

    | | Termination without Cause or for Good Reason | | | Termination without Cause or for Good Reason following a Change in Control | | | | | Cash Payment ($)(1) | Benefits ($)(2) | Acceleration of Vesting of Shares ($)(3) | Cash Payment ($)(1) | Benefits ($)(2) | Acceleration of Vesting of Shares ($)(3) | | Brian E. Mueller | $642,000 | $21,015 | $1,767,223 | $642,000 | $21,015 | $5,182,280 | | Dr. W. Stan Meyer | 682,500 | 17,218 | 943,030 | 682,500 | 17,218 | 2,765,393 | | Daniel E. Bachus | 682,500 | 25,045 | 943,030 | 682,500 | 25,045 | 2,765,393 | | Dilek Marsh | 423,418 | 25,045 | 537,244 | 423,418 | 25,045 | 1,729,750 | | Daniel J. Briggs | 527,904 | 17,218 | 656,925 | 527,904 | 17,218 | 2,066,241 |

  93. Potential Payments upon Termination or Change in Control

    | (1) Assumes a termination date of December 29, 2023, and is based on the executive’s salary and target bonus in effect at such date. |

  94. Potential Payments upon Termination or Change in Control

    | (2) Reflects the cost related to the continuation of the executive’s health benefits for the period specified. |

  95. Potential Payments upon Termination or Change in Control

    | (3) Calculated based on an assumed termination date of December 29, 2023 and the closing market price of our common stock on the Nasdaq Global Market on such date. |

  96. Pay vs. Performance Comparison

    Pay vs. Performance Comparison As discussed in the Compensation Discussion and Analysis above, our Compensation Committee has implemented an executive compensation program designed to align a substantial portion of our NEOs’ realized compensation to the achievement of GCE’s financial, operational, and strategic objectives, and to align our executive pay with changes in the value of our shareholders’ investments. The following table set forth additional compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years 2023, 2022, 2021 and 2020.

  97. Pay vs. Performance Comparison

    | | | | | | Value of Initial Fixed $100 | | | | | | | | Average | Average | Investment Based on: | | | | | | Summary | | Summary | Compensation | | Peer Group | | | | | Compensation | Compensation | Compensation | Actually Paid | Total | Total | | | | | Table | Actually Paid | Table Total for | to Non-CEO | Shareholder | Shareholder | Net | Adjusted | | Year | Total for CEO (1) | to CEO (2) | Non-CEO NEOs (3) | NEOs (2) (3) | Return | Return (4) | Income (5) | EBITDA (6) | | 2023 | $2,016,887 | $3,085,751 | $1,196,944 | $1,672,392 | $137.84 | $98.69 | $204,985 | $302,302 | | 2022 | $1,997,113 | $2,919,364 | $1,205,110 | $1,604,033 | $110.30 | $92.68 | $184,675 | $291,336 | | 2021 | $1,843,058 | $1,864,868 | $1,099,912 | $1,100,530 | $89.48 | $100.13 | $260,344 | $327,354 | | 2020 | $2,105,208 | $1,830,647 | $1,322,165 | $1,222,327 | $97.20 | $124.90 | $257,196 | $323,830 |

  98. Pay vs. Performance Comparison

    | (1) The dollar amounts reported are the amounts of total compensation reported for our CEO, Mr. Mueller, in the Summary Compensation Table for fiscal years 2023, 2022, 2021 and 2020. Mr. Mueller served as CEO for each of the years presented. |

  99. Pay vs. Performance Comparison

    | (2) The dollar amounts reported represent the amount of “compensation actually paid” or “CAP”, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amounts of compensation paid to our CEO or other NEOs during the applicable years, but include (i) the year-end value of equity awards granted during the reported year, and (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or through the end of the reported fiscal year. |

  100. Pay vs. Performance Comparison

    | (3) For 2023, 2022 and 2021, reflects compensation information for our 2023 NEOs, other than our CEO, as described in the CD&A of this proxy statement (each of whom served as NEOs for 2023, 2022 and 2021). For 2020, reflects compensation information for Dr. Meyer, Mr. Bachus, Mr. Briggs and Mr. Joseph Mildenhall, our prior chief information officer. |

  101. Pay vs. Performance Comparison

    | (4) Reflects cumulative total shareholder return for the eight companies included in the customized peer group used by GCE for purposes of Item 201 (e) of Regulation S-K under the Exchange Act in GCE’s Annual Report on Form 10-K for the year ended December 31, 2023. Those eight companies are: 2U Inc, Adtalem Global Education, Inc, Chegg Inc, Coursera Inc, John Wiley & Sons Inc, Laureate Education Inc, Pearson Plc and Strategic Education Inc. |

  102. Pay vs. Performance Comparison

    | (5) The decline in net income between 2021 and 2022 is partially due to the lower interest income achieved as a result of the repayment to us by Grand Canyon University of a secured note payable that had been in place since 2018. |

  103. Pay vs. Performance Comparison

    | (6) We defined Adjusted EBITDA for purposes of the Annual Cash Incentive Plan in a manner consistent with the definition we use when reporting our financial results. See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations – Adjusted EBITDA (Non- GAAP Financial Measure), beginning on page 63 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for information regarding our use and calculation of Adjusted EBITDA. |

  104. Pay vs. Performance Comparison

    To calculate the amounts in the “Compensation Actually Paid to CEO” column in the table above, the following amounts were deducted from and added to (as applicable) our CEO’s “Total” compensation as reported in the Summary Compensation Table:

  105. Pay vs. Performance Comparison

    | | Summary | | | | | | Compensation | Reported | Equity Award | | | | Table Total for | Value of Equity | Adjustments | Compensation | | Year | CEO | Awards for CEO (1) | for CEO (2) | Actually Paid to CEO | | 2023 | $2,016,887 | $(1,211,643) | $2,280,507 | $3,085,751 | | 2022 | $1,997,113 | $(1,211,488) | $2,133,739 | $2,919,364 | | 2021 | $1,843,058 | $(1,211,575) | $1,233,385 | $1,864,868 | | 2020 | $2,105,208 | $(1,211,533) | $936,972 | $1,830,647 |

  106. Pay vs. Performance Comparison

    | (1) Represents the grant date fair value of the equity awards to our CEO, as reported in the “Stock Awards” column in the Summary Compensation Table for each applicable year. |

  107. Pay vs. Performance Comparison

    | (2) Represents the adjustments to equity awards granted to our CEO to arrive at CAP, as itemized in the table below. No awards vested in the year they were granted. |

  108. Pay vs. Performance Comparison

    | Fair Value of Equity Awards for CEO | 2023 | 2022 | 2021 | 2020 | | As of year-end for awards granted during the year | $1,417,053 | $1,542,425 | $1,207,911 | $1,341,808 | | Year-over-year increase (decrease) of unvested awards granted in prior years | $752,305 | $555,228 | $(209,339) | $(83,431) | | Increase (decrease) from prior fiscal year-end for awards that vested during the year | $111,149 | $36,086 | $234,813 | $(321,405) | | Total Equity Award Adjustments | $2,280,507 | $2,133,739 | $1,233,385 | $936,972 |

  109. Pay vs. Performance Comparison

    To calculate the amounts in the “Average Compensation Actually Paid to Non-CEO NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) the average of the “Total” compensation of our non-CEO named executive officers for each applicable year, as reported in the Summary Compensation Table for that year:

  110. Pay vs. Performance Comparison

    | | Average Summary | Average | Average | | | | Compensation | Reported Value of | Equity Award | Average | | | Table Total for | Equity Awards for | Adjustments | Compensation Actually | | Year | Non-CEO NEOs | Non-CEO NEOs (1) | for Non-CEO NEOs (2) | Paid to Non-CEO NEOs | | 2023 | $1,196,944 | $(560,802) | $1,036,250 | $1,672,392 | | 2022 | $1,205,110 | $(560,722) | $959,645 | $1,604,033 | | 2021 | $1,099,912 | $(553,324) | $553,942 | $1,100,530 | | 2020 | $1,322,165 | $(609,865) | $510,027 | $1,222,327 |

  111. Pay vs. Performance Comparison

    | (1) Represents the average of the grant date fair value of the equity awards to our named executive officers (other than our CEO), as reported in the “Stock Awards” column in the Summary Compensation Table for each applicable year. |

  112. Pay vs. Performance Comparison

    | (2) Represents adjustments for the equity awards granted to our named executive officers (other than our CEO) to arrive at CAP, as itemized in the table below. No awards vested in the year they were granted. |

  113. Pay vs. Performance Comparison

    | Fair Value of Equity Awards for Non-CEO NEOs | 2023 | 2022 | 2021 | 2020 | | As of year-end for awards granted during the year | $655,876 | $713,892 | $551,651 | $675,443 | | Year-over-year increase (decrease) of unvested awards granted in prior years | $334,835 | $232,133 | $(79,117) | $(34,816) | | Increase (decrease) from prior fiscal year-end for awards that vested during the year | $45,539 | $13,620 | $81,408 | $(130,600) | | Total Equity Award Adjustments | $1,036,250 | $959,645 | $553,942 | $510,027 |