Dilek Marsh
Grand Canyon EducationAbout Dilek Marsh
Dilek Marsh is Chief Technology Officer (CTO) at Grand Canyon Education, Inc. (LOPE), age 51, serving as CTO since July 2021 after roles as Chief Data Officer (2018–2021), EVP (2012–2018), and SVP (2008–2012) . She holds a BA in Sociology (Bogazici University), MA in Anthropology (Arizona State University), and an MBA in Technology Management (University of Phoenix) . Company performance in 2024 exceeded maximum goals with revenue of $1,033.0 million and Adjusted EBITDA of $340.0 million, while cumulative shareholder return (“value of initial fixed $100”) rose to $171.00 in 2024 from $97.20 in 2020 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Grand Canyon Education, Inc. | Chief Technology Officer | Jul 2021–present | Oversight of software development lifecycle; process improvements; data reporting/analytics supporting operations and university partners |
| Grand Canyon Education, Inc. | Chief Data Officer | Jul 2018–Jul 2021 | Data reporting and analytics; process improvements to support growth |
| Grand Canyon Education, Inc. | Executive Vice President | Jul 2012–Jul 2018 | Technology leadership roles; business analytics to scale services |
| Grand Canyon Education, Inc. | Senior Vice President | Aug 2008–Jul 2012 | Software development project management; business process design |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in proxy biography | — | — | No external directorships or roles disclosed for Marsh in executive officer section |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Target Bonus ($) | Actual Bonus Paid ($) |
|---|---|---|---|---|
| 2024 | 322,821 | 35.8% of base salary | 110,000 | 160,236 (paid at 145.7% of target) |
| 2023 | 313,418 | — | — | 165,000 |
| 2022 | 304,831 | — | — | 157,802 |
Stock awards are granted annually as time-based restricted stock (5-year ratable vesting); no stock options have been granted since 2011 .
Performance Compensation
| Component | Metric | Weighting | 2024 Plan Threshold | 2024 Plan Target | 2024 Plan Maximum | 2024 Actual | Payout (% of Target) | Bonus Paid ($) | Vesting/Timing |
|---|---|---|---|---|---|---|---|---|---|
| Annual Cash Incentive | Revenue | 50% | $1,015,000,000 | $1,023,000,000 | $1,031,000,000 | $1,033.0M | 150.0%, elected 145.7% overall | Included in total $160,236 | Paid annually based on full-year results |
| Annual Cash Incentive | Adjusted EBITDA | 50% | $314,755,000 | $322,755,000 | $330,755,000 | $340.0M | 150.0%, elected 145.7% overall | Included in total $160,236 | Paid annually based on full-year results |
| Equity Incentive | Restricted Stock (RSUs) | — | — | — | — | 3,445 shares granted Jan 31, 2024; grant-date fair value $449,883 | — | — | Vests 20% annually over five years; 5-year ratable vesting |
The Annual Cash Incentive plan payouts interpolate between threshold and maximum; named executives elected to accept 145.7% vs the maximum 150% to align with Senior Management Plan outcomes .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of 3/31/2025) | 22,068 shares; ~0.1% of outstanding |
| Unvested Restricted Stock (12/31/2024) | 12,478 shares; market value $2,043,896 at $163.80 close |
| Vested in 2024 | 4,069 shares; value realized $548,135 |
| Options (exercisable/unexercisable) | None; Company uses time-based restricted stock, no options outstanding for NEOs |
| Stock Ownership Guidelines | NEOs required to hold 3x base salary; compliance achieved as of 12/31/2024 |
| Anti-Hedging/Pledging Policy | Hedging prohibited; pledging prohibited except limited pre-approved non-margin loans; margin accounts prohibited |
Vesting schedule for outstanding unvested RSUs (as of 12/31/2024):
| Vesting Date | Shares |
|---|---|
| March 1, 2025 | 4,183 |
| March 1, 2026 | 3,548 |
| March 1, 2027 | 2,571 |
| March 1, 2028 | 1,487 |
| March 1, 2029 | 689 |
Insider selling pressure is typically highest around annual vest dates (e.g., March 1) due to tax withholding and liquidity needs; anti-hedge/pledge policies mitigate misalignment risk .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Term | 5-year employment agreement for NEOs |
| Severance (Without Cause/Good Reason) | 12 months base salary + 100% of target bonus paid over 12 months; 12 months COBRA premium; partial acceleration to next annual RSU vest date |
| Change-in-Control (CIC) | Double-trigger: if terminated without Cause/for Good Reason within 12 months post-CIC, full acceleration of all unvested equity; severance as above |
| Non-Compete/Non-Solicit | 12 months post-termination; prohibits competing in higher-ed services and inducing employees/customers; standard confidentiality obligations |
| Clawback | Mandatory recovery policy adopted Oct 25, 2023 for erroneously awarded incentive compensation upon material restatements, per SEC/Nasdaq rules |
| Anti-Hedging/Pledging | Hedging prohibited; pledging/margin accounts restricted as noted above |
| Potential Payments (as of 12/31/2024) | Termination without Cause/for Good Reason: Cash $432,821; Benefits $25,807; Acceleration $685,175. Following a CIC: Cash $432,821; Benefits $25,807; Acceleration $2,043,896 |
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Value of Initial Fixed $100 (Company TSR) | $97.20 | $89.48 | $110.30 | $137.84 | $171.00 |
| Net Income ($MM) | $257.196 | $260.344 | $184.675 | $204.985 | $226.234 |
| Adjusted EBITDA ($MM) | $323.830 | $327.354 | $291.336 | $302.302 | $340.013 |
In 2024, Company performance exceeded the maximum incentive targets set for revenue ($1,033.0M actual vs $1,031.0M maximum) and Adjusted EBITDA ($340.0M actual vs $330.755M maximum) .
Compensation Structure Analysis
- Strong pay-for-performance design: Cash incentives tied 100% to revenue and Adjusted EBITDA for NEOs; no guaranteed cash bonuses; equity vests over five years .
- Governance-friendly provisions: Double-trigger CIC; no single-trigger acceleration; no tax gross-ups; clawback compliant with SEC 10D; anti-hedging/pledging .
- Say-on-Pay support: 96.0% approval in 2024, indicating investor alignment with compensation practices .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay received 96.0% support; Compensation Committee retained general approach into 2025 .
Equity Ownership & Alignment (Expanded)
- Beneficial ownership: 22,068 shares (0.1%); directors/NEOs as a group hold 564,249 shares (2.0%) .
- Ownership policy: NEOs must hold 3x base salary; all covered persons in compliance as of 12/31/2024 .
- No options outstanding; awards are time-based restricted stock since 2011 .
Investment Implications
- Alignment and retention: Five-year RSU vesting with double-trigger CIC and partial acceleration on standard severance improves retention, while strong ownership guidelines and high Say-on-Pay support indicate alignment with shareholders .
- Limited selling pressure: Annual vesting around March 1 creates periodic potential supply from tax-related transactions; anti-hedging/pledging reduces misalignment risks .
- Pay-for-performance credibility: Incentive metrics focused on revenue and Adjusted EBITDA—with 2024 outperformance and executives electing lower payout (145.7% vs 150%)—suggest discipline and alignment, supportive for confidence in execution under Marsh’s technology leadership remit .
- Contractual protections: One-year severance and double-trigger CIC terms cap change-of-control costs and avoid single-trigger acceleration, mitigating parachute risk .