Chevy Humphrey
Grand Canyon EducationAbout Chevy Humphrey
Chevy Humphrey, DBA (age 60), has served as an independent director of Grand Canyon Education, Inc. (LOPE) since 2019 and is President & CEO of the Kenneth C. Griffin Museum of Science and Industry in Chicago (since January 2021) . She is designated by the Board as an “audit committee financial expert” and brings STEM, operations, finance, and governance experience; her education includes a DBA from Grand Canyon University, an MBA from Northeastern University, and a BS in Business from the University of Phoenix, with executive education at Wharton, Stanford GSB, and Yale SOM .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arizona Science Center | Chief Executive Officer | 15 years | Led institution; national thought leader in informal science education |
| American Alliance of Museums | Past Chair of the Board | Not disclosed | Oversaw world’s largest museum association (35,000 members) |
| Association of Science & Technology Centers | Past Chair of the Board | Not disclosed | Global network of 500+ science centers in 50+ countries |
| NISE-Net (NSF initiative) | Chair, Selection & Annual Review Committee | Not disclosed | Governance of the then-largest NSF informal science initiative |
External Roles
| Organization | Role/Status |
|---|---|
| Argonne National Laboratory | Board of Governors member |
| Economic Club of Chicago; Choose Chicago; Civic Committee & Commercial Club of Chicago | Member |
| Theodore Roosevelt Presidential Library; Sandra Day O’Connor Institute | Board/committee roles |
| Helios Education Foundation; Education Forward Arizona | Board/committee roles |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee; Member, Nominating & Corporate Governance (NCG) Committee .
- Financial expertise: Identified by the Board as an “audit committee financial expert” under SEC rules .
- Independence: The Board determined all directors other than the CEO are independent; all three key committees (Audit, Compensation, NCG) are fully independent .
- Attendance and engagement: Board held 4 meetings in 2024; Audit (5), Compensation (4), NCG (4); each director attended 100% of applicable Board and committee meetings .
- Executive sessions: Independent directors meet regularly without management .
- Stock ownership & trading policies: Outside directors must hold stock equal to 3x annual cash retainer; as of 12/31/2024 all covered persons were in compliance; anti-hedging and anti-pledging policy in force (pledging prohibited absent pre-approval) .
Fixed Compensation
Director pay structure and 2024 actuals (non-employee directors):
| Component | Policy Amount | Notes |
|---|---|---|
| Annual cash retainer (Board) | $50,000 | Paid quarterly |
| Committee membership retainer | $5,000 per committee | Annual |
| Committee chair premium | $10,000 (Audit Chair: $15,000) | Annual |
| Lead Independent Director retainer | $33,333 | Annual |
| New director initial equity grant | $20,000 grant-date value | Vests at 1-year; change-in-control acceleration |
| Annual equity grant | $75,000 grant-date value | Vests 1-year or before next annual meeting; CIC acceleration |
2024 compensation for Dr. Humphrey:
| Item | Amount ($) |
|---|---|
| Fees earned or paid in cash | $75,000 |
| • Board retainer | $50,000 |
| • Committee membership (3 committees) | $15,000 |
| • Committee chair premium (Compensation) | $10,000 |
| Stock awards (grant-date fair value) | $75,000 |
| Total | $150,000 |
Performance Compensation
- Structure: Director equity is time-based restricted stock; there are no performance-conditioned metrics for director pay. Annual director RS grants vest on the earlier of 1-year from grant or immediately prior to the next annual meeting; all director equity accelerates upon a change in control as specified .
- 2024 grant details: Each director received an annual grant with shares determined by $75,000 divided by the 6/12/2024 closing price ($139.72); Dr. Humphrey held 537 unvested shares at 12/31/2024 from the 2024 grant .
| Equity Component | Grant date | Shares | Fair Value | Vesting |
|---|---|---|---|---|
| Annual Restricted Stock | June 12, 2024 | 537 (unvested at 12/31/24) | $75,000 | Earlier of 1-year or pre-2025 annual meeting; CIC acceleration |
| Pay Element | Performance Metrics Used |
|---|---|
| Annual Cash Retainer | None (fixed director retainer) |
| Equity (RS) | None (time-based vesting only) |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None |
| Committee roles at other public companies | Not applicable (no other public boards) |
| Potential interlocks with LOPE competitors/customers/suppliers | None disclosed in the proxy |
Expertise & Qualifications
- Board skills matrix attributes Dr. Humphrey with Technology, Cybersecurity, HR/Compensation, Corporate Governance/Ethics, Financial, Risk Management, Operations, Strategic Planning, and Academia/Education experience .
- Audit Committee Financial Expert designation under SEC rules .
- Recognitions: Crain’s Chicago Business Notable Women in STEM (2023), Forbes 50 Over 50 (2024), and multiple civic awards; extensive leadership across national museum and STEM education networks .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 3,322 (<0.1% of outstanding) |
| Unvested RS held at 12/31/2024 | 537 shares |
- Ownership policy for outside directors: Required to hold stock equal to 3x annual cash retainer; all covered individuals were in compliance as of 12/31/2024 .
- Anti-hedging/anti-pledging: Hedging and short sales prohibited; pledging prohibited except with pre-approval and demonstrated capacity to repay without resort to pledged securities .
Governance Assessment
- Strengths for investor confidence:
- Independent director with deep operating and governance experience; chairs the Compensation Committee and serves on Audit and NCG; designated audit committee financial expert, enhancing financial oversight quality .
- Perfect 2024 attendance across Board and committees; committees fully independent; independent director executive sessions regularly held .
- Director pay structure is modest, primarily cash retainer plus time-based equity; clear vesting and CIC provisions; ownership guidelines and anti-hedging/pledging policy reinforce alignment .
- Say‑on‑Pay support of 96% in 2024 indicates strong shareholder backing for compensation oversight, a committee she chairs .
- Potential risks/red flags:
- No related‑party transactions disclosed involving Dr. Humphrey; the principal related‑party topic in the proxy concerns the CEO’s dual role with GCU and the governance structures mitigating that conflict (board‑level, not specific to Dr. Humphrey) .
Overall, Dr. Humphrey’s committee leadership, financial expertise, and 100% attendance support Board effectiveness; policies on stock ownership and anti‑hedging/pledging bolster alignment, with no disclosed conflicts tied to her roles .