Grand Canyon Education, Inc DEF 14A, filed Apr 26, 2024

About this DEF 14A

Grand Canyon Education, Inc. (LOPE)

DEF 14A 2024-04-26 For: 2024-06-12

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Added on June 12, 2026

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In Person

Visit www.investorvote.com/LOPE, 24 hours a day, seven days a week, through 11:00 p.m. (PT) on June 11, 2024. Please have available your notice card. Follow the simple instructions provided.

Call 1-800-652-VOTE (8683), 24 hours a day, seven days a week, through 11:00 p.m. (PT) on June 11, 2024. Please have available your notice card. Follow the simple instructions provided.

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If you plan to attend the meeting in person, you will need to bring a picture ID and proof of ownership of Grand Canyon Education, Inc. common stock as of the record date.

Grand Canyon Education, Inc filed this DEF 14A on April 26, 2024.

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Filed by the Registrant ⌧

Filed by a Party other than the Registrant ◻

Check the appropriate box:
◻	Preliminary Proxy Statement
◻	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
⌧	Definitive Proxy Statement
◻	Definitive Additional Materials
◻	Soliciting Material Pursuant to §240.14a-12


Grand Canyon Education, Inc.
(Name of Registrant as Specified in Its Charter)


(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
☒	No fee required.


☐	Fee paid previously with preliminary material.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

Date and Time:		Wednesday, June 12, 2024, at 10:30 a.m., Arizona time

Place:		Grand Canyon Education, Inc. at 2600 W. Camelback Road, Phoenix, Arizona 85017.

Items of Business:		At the Annual Meeting, holders of our common stock will be asked to consider and vote upon the following proposals, all of which are discussed in greater detail in the accompanying proxy statement:

		1. To elect a Board of Directors of six directors, each to serve until the 2025 annual meeting of stockholders or until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal;
		2. To approve, on an advisory basis, the compensation of our named executive officers as disclosed in the enclosed Proxy Statement;
		3. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
		4. To transact such other business as may properly be brought before the meeting or any adjournments or postponements thereof.

Record Date:		Only stockholders of record at the close of business on April 18, 2024, the record date for the Annual Meeting, will be entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof.

Delivery of Proxy Materials:		Beginning on April 30, 2024, we began mailing a Notice of Internet Availability of Proxy Materials to our stockholders rather than a full paper set of the proxy materials. The Notice of Internet Availability of Proxy Materials contains instructions on how to access our proxy materials over the Internet, as well as instructions on how stockholders may obtain a paper copy of our proxy materials.

Internet Availability of Proxy Materials:		Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 12, 2024. Our Proxy Statement is attached. Financial and other information concerning Grand Canyon Education, Inc. is contained in our Annual Report to Stockholders for the fiscal year ended December 31, 2023. A complete set of proxy materials relating to our Annual Meeting is available on the Internet. These materials, consisting of the Notice of Annual Meeting, Proxy Statement, Proxy Card and Annual Report to Stockholders, are available and may be viewed at www.edocumentview.com/LOPE.

Voting:		To make it easier for you to vote, Internet and telephone voting are available. The instructions on the Notice of Internet Availability of Proxy Materials or, if you received a paper copy of the proxy materials, the proxy card describe how to use these convenient services.


	BY ORDER OF THE BOARD OF DIRECTORS

Phoenix, Arizona	/s/ BRIAN E. MUELLER
April 26, 2024	Brian E. Mueller
	Chief Executive Officer and Chairman



GENERAL INFORMATION	14

Notice of Internet Availability	14
Record Date and Quorum	14
Submission of Proxies; Revocation	14
Deadlines for Stockholder Proposals	14
Quorum	15
Vote Required	16
Adjournment or Postponement of Meeting	16
Expenses of Soliciting Proxies	16

CORPORATE GOVERNANCE AND BOARD MATTERS	17

Corporate Governance Philosophy	17
Changes to the Board of Directors During 2023 and 2024	17
Board of Directors Meetings and Attendance	17
Director Independence	17
Board Leadership Structure	18
Committees of Our Board of Directors During 2023	18
Information About the Board of Directors	20
Code of Conduct	20
Risk Oversight	21
Director Nomination Process	21
Annual Elections of Directors	23
Policy on Majority Voting	23
Compensation Committee Interlocks and Insider Participation	23
Stockholder Communications with the Board of Directors	23
Stock Ownership Policy	24
Anti-Hedging and Anti-Pledging Policy	24
Compensation of Directors	25
2023 Director Compensation	26

PROPOSAL NO. 1 ELECTION OF DIRECTORS	27

Composition of our Board of Directors	27
Directors and Director Nominees	27

PROPOSAL NO. 2 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	32

EXECUTIVE OFFICERS	34

EXECUTIVE COMPENSATION	36

Compensation Discussion and Analysis	36
Clawback Policy	45
Compensation of Named Executive Officers	47
Executive Employment Agreements	50
Potential Payments upon Termination or Change in Control	53
Pay vs. Performance Comparison	53
Compensation Committee Report	57

PROPOSAL NO. 3 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	58

Fees	58
Approval of Independent Registered Public Accounting Firm Services and Fees	59



AUDIT COMMITTEE REPORT	59
Primary Responsibilities of the Audit Committee and the Audit Committee’s Activities in 2023	59
2023 Audited Financial Statements	60

BENEFICIAL OWNERSHIP OF COMMON STOCK	61

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	62

Policies and Procedures for Related Party Transactions	62
Certain Transactions	63

HOUSEHOLDING OF PROXY MATERIALS	63

ADDITIONAL INFORMATION	64


GENERAL INFORMATION

Date and Time:	Wednesday, June 12, 2024 10:30 a.m., Arizona time

Record Date:	April 18, 2024

Place:	Grand Canyon Education, Inc. 2600 W. Camelback Road Phoenix, Arizona 85017

Voting:	The accompanying proxy statement describes important issues affecting Grand Canyon Education, Inc. If you are a stockholder of record as of the record date, you have the right to submit your proxy through the Internet, by telephone or by mail. Please help us save time and administrative costs by submitting your proxy through the Internet or by telephone. Each method is generally available 24 hours a day and will ensure that your voting instructions are confirmed and posted immediately. Stockholders of record as of April 18, 2024 may cast their votes in any of the following ways:


Proposal	Description	Board Recommendation	Page Reference for Further Information:
1 To elect six directors to our Board of Directors.	The Board and the Nominating and Corporate Governance Committee believe that the six director nominees 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 long-term interests of our stockholders.	“FOR” each director nominee	27

2 To approve, on an advisory basis, the compensation of our named executive officers.	The Company seeks the approval, on an advisory, basis, of the compensation of its named executive officers as described in the Compensation Discussion and Analysis section and the related tables.	“FOR”	32

3 To ratify the appointment of KPMG LLP as our independent registered public accounting firm.	The Audit Committee and the Board believe that the retention of KPMG LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024 is in the best interests of the Company and its stockholders and we are asking our stockholders to ratify the Audit Committee’s selection of KPMG LLP to serve in that capacity.	“FOR”	58


◻	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.

			●
	● Improving Our Neighborhood and Increased Home Values. Together with Habitat for Humanity and in concert with our largest university partner, Grand Canyon University (“GCU”) we are participating in the largest home renovation project in the country in the West Phoenix area surrounding our most significant university partner’s campus. As of December 31, 2023, 1,388 projects have been completed in which 35,250 hours have been logged by volunteers. These efforts, combined with GCE and GCU’s expanded presence in the community, have contributed to a significant increase since 2011 in home values in the surrounding area.		● Continuing Community Involvement. GCE and our employees partner in countless community events and projects throughout the year. The Company offers its full-time employees a maximum of 16 hours of PTO annually for community service. This time is used to volunteer at more than 40 approved charitable organizations. ● Youth Opportunity Foundation. We donate time and funds to the Youth Opportunity Foundation which provides advocacy, clinical treatment, education and workforce development for at-risk young people in underprivileged areas.
	● Furthering Job Creation. We, along with GCU have launched a number of new business enterprises that have reduced costs, provided management opportunities for recent graduates and employment opportunities for students and neighborhood residents, while spurring economic growth in the area.		● Encouraging Employee Giving. We participate in Donate to Elevate, a program that encourages employees to contribute money in lieu of state income tax payments to benefit private schools in Arizona and the partnership with Habitat for Humanity and GCU CityServe, as well as local public schools and public charter schools.


◻	North/South Building Orientation. The Company’s office building is orientated with north/south exposure in order to minimize direct sun and thereby reduce power usage. Exterior courtyards were arranged to ensure summer shade thus creating outdoor areas that can be used by our employees throughout the year.	◻	Reducing Water Consumption. Water usage is another environmental factor for office space that is magnified by the Arizona sun. The Company’s office building utilizes numerous water conservation methods including push-tap faucets, waterless urinals, and a rooftop rain water collection system for irrigating the landscaping below, which significantly reduces our water consumption.


◻	Use of Window Glazing. Our building utilizes significant window glazing to allow for daylighting thus reducing the need for supplemental electrical lighting. As a result, the building is designed to use just .41 watts per square foot of electrical energy for lighting, which is half of what a typical environmentally efficient building uses.	◻	Other Design Features. Additional environment-friendly design features include low VOC paints, use of recycled building materials, interior and exterior LED light bulbs, motion sensor lighting and implementation of an energy-efficient VRF mechanical system.


	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


	Covered Person		Required Salary Multiple

	Chairman and Chief Executive Officer		5x base salary

	All other Named Executive Officers		3x base salary

	Outside Directors		3x annual cash retainer (exclusive of any cash retainer payable for service as lead director, chairperson of the Board or any committee thereof)


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


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

◻ 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.



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


		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.


		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.

◻ What am I voting on?		Stockholders are being asked to approve, on an advisory basis, the compensation of the named executive officers as described in the Compensation Discussion and Analysis section and the related tables.

◻ Voting recommendation:		Our Board of Directors unanimously recommends that you vote “FOR” the advisory vote to approve the compensation of our named executive officers. The Compensation Committee takes very seriously its role in the governance of the Company’s compensation programs and will take into account the outcome of the advisory vote when considering future executive compensation decisions.

◻ Vote required:		The affirmative vote of the majority of shares present in person or represented by proxy at the Annual Meeting and entitled to vote. Broker non-votes will have no effect on the outcome of this proposal, while abstentions will have the effect of a vote against this proposal.



				Dr. W. Stan Meyer has been serving as our Chief Operating Officer since July 26, 2012, having previously served in the position of Executive Vice President from June 2008 to July 2012. From August 2002 to June 2008, Dr. Meyer was employed by Apollo Education Group, Inc., a for-profit, postsecondary education company and the parent company of the University of Phoenix, serving between June 2006 to June 2008 as its executive vice president of marketing and enrollment. Dr. Meyer previously served as a regional vice president of the University of Phoenix Online, a unit of the University of Phoenix, and division director of Axia College and of the School of Advanced Studies, also units of the University of Phoenix. From 1983 to 2002, Dr. Meyer held several positions with the Concordia University system, including director of operations for Concordia University’s education network. Dr. Meyer received a Bachelor of Arts in Communications degree from Concordia University and a Master of Business Administration degree and a Doctor of Education in Institutional Management degree from Pepperdine University.

				Daniel E. Bachus has been serving as our Chief Financial Officer since July 2008. From January 2007 until June 2008, Mr. Bachus served as chief financial officer for Loreto Bay Company, a real estate developer. From 2000 to 2006, Mr. Bachus served as the chief accounting officer and controller of Apollo Education Group, Inc., a for-profit, postsecondary education company and the parent company of the University of Phoenix. From 1992 to 2000, Mr. Bachus was employed by Deloitte & Touche LLP, most recently as an audit senior manager. Mr. Bachus received a Bachelor of Science degree in Accountancy from the University of Arizona and a Master of Business Administration degree from the University of Phoenix.

			Dilek Marsh has been serving as our Chief Technology Officer since July 2021, having previously served as Chief Data Officer since July 2018, as Executive Vice President since July 2012 and as Senior Vice President since August 2008. Ms. Marsh has been in higher education for the last 20 years. Ms. Marsh has served in information technology roles since 1999, including software development project management, business process design and business analytics. Ms. Marsh holds a Bachelor of Arts in Sociology from Bogazici University in Turkey, a Master of Arts in Anthropology from Arizona State University and a Master of Business Administration in Technology Management from the University of Phoenix.



		Kathy J. Claypatch has been serving as our Chief Information Officer since July 2021, having previously served in the position of Chief Technology Officer beginning in October 2012. From 2006 to 2012, Ms. Claypatch spent time in the financial industry and served as the Chief Information Officer for Apriva and the Vice President of information technology for TSYS Acquiring Solutions. She worked in higher education from 2002 to 2006 at Apollo Education Group, Inc., where she was responsible for growing the information technology infrastructure to support the online education environment and its rapid growth. Ms. Claypatch has over 30 years of leadership and entrepreneurial experience spanning from startups to Fortune 500 companies.


	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.



	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	%


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%



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


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


		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


	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


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


	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


	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


									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