Dr. W. Stan Meyer
Grand Canyon EducationAbout Dr. W. Stan Meyer
Dr. W. Stan Meyer is Chief Operating Officer of Grand Canyon Education, Inc. (GCE) and age 64 as of the 2025 proxy; he has served as COO since July 26, 2012 after joining GCE in June 2008 as EVP, following senior roles at Apollo Education Group/University of Phoenix and leadership positions within the Concordia University system. He holds a BA in Communications (Concordia University), an MBA, and a Doctor of Education in Institutional Management (Pepperdine University) . Company performance in 2024 included revenue of $1,033.0 million and Adjusted EBITDA of $340.0 million; pay-for-performance reporting shows five-year snapshots of Net Income and Adjusted EBITDA alongside TSR indices, evidencing alignment between incentives and outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Grand Canyon Education, Inc. | Chief Operating Officer | Since Jul 26, 2012 | Leads marketing, online operations, campus operations; key strategic initiatives including healthcare partnerships and off-campus labs . |
| Grand Canyon Education, Inc. | Executive Vice President | Jun 2008–Jul 2012 | Senior operating leadership prior to COO; supported growth and margin expansion . |
| Apollo Education Group/University of Phoenix | EVP, Marketing & Enrollment | Jun 2006–Jun 2008 | Drove enrollment marketing; senior leadership in online education . |
| University of Phoenix Online | Regional Vice President | Not disclosed | Oversaw online regional operations . |
| Axia College; School of Advanced Studies (UOP units) | Division Director | Not disclosed | Leadership roles within specialized academic units . |
| Concordia University system | Various roles incl. Director of Operations for education network | 1983–2002 | Built operations infrastructure for education network . |
External Roles
No external public company board roles disclosed for Dr. Meyer in the proxy; executive officer biography focuses on GCE roles and prior operating posts .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $390,000 | $390,000 | $390,000 |
| Target Bonus (% of Salary) | 75.0% (Annual Cash Incentive Plan) | 75.0% | 75.0% |
| Non-Equity Incentive ($) | $419,610 | $438,750 | $426,081 |
| All Other Compensation ($) | $6,353 | $6,653 | $6,833 |
| Total Compensation ($) | $1,462,455 | $1,481,981 | $1,469,335 |
Performance Compensation
Annual Cash Incentive Plan mechanics (2024):
- Metrics: Revenue (50% of financial component) and Adjusted EBITDA (50%); both must meet thresholds; payouts interpolate between 50% and 150% of target per metric .
- Dr. Meyer’s bonus opportunity: Threshold 37.5%, Target 75.0%, Maximum 112.5% of base salary .
- 2024 payout decision: Financial metrics exceeded maximum; NEOs voluntarily accepted payout equal to Senior Management Plan overall percentage (145.7% of target bonus) rather than maximum .
| Metric | Weighting | Target (Numeric) | Actual Achievement | Component Payout | Overall Payout vs Target | Vesting |
|---|---|---|---|---|---|---|
| Revenue | 50% | Not disclosed | Exceeded maximum | 150.0% of revenue component | 145.7% of total target bonus (NEO election) | Cash bonus; no vesting |
| Adjusted EBITDA | 50% | Not disclosed | Exceeded maximum | 150.0% of EBITDA component | 145.7% of total target bonus (NEO election) | Cash bonus; no vesting |
2024 individual goals (qualitative drivers for personal performance assessment):
- Manage departments within budget (Meyer/Bachus); lead strategic initiatives (growth of healthcare partnerships and off-campus sites), achieve growth goals with primary partner; investor engagement; corporate responsibility leadership; Meyer to demonstrate leadership over marketing, online and campus operations .
2024 Grants of Plan-Based Awards (Equity and Cash Targets):
| Grant Date | RSU Shares (#) | Grant-Date Fair Value ($) | Target Bonus ($) | Maximum Bonus ($) |
|---|---|---|---|---|
| Jan 31, 2024 | 4,950 | $646,421 | $292,500 (75% of $390,000) | $438,750 (112.5%) |
2024 RSU Vesting Realized:
| Shares Vested (#) | Value Realized ($) |
|---|---|
| 7,142 | $962,099 |
Equity Ownership & Alignment
Beneficial ownership and unvested equity:
| Item | Value |
|---|---|
| Total Beneficial Ownership (Shares) | 104,703 (0.4% of class; 28,496,165 shares outstanding as of Mar 31, 2025) |
| Unvested Restricted Stock (12/31/2024) | 18,752 shares; market value $3,071,578 at $163.80/share |
| Options Outstanding | None; company reports no outstanding stock options |
| Stock Ownership Guidelines | NEOs: 3x base salary; compliance expected within 5 years; all covered persons in compliance as of 12/31/2024 |
| Anti-Hedging/Anti-Pledging | Hedging, short sales prohibited; pledging prohibited except rare pre-approved exceptions (non-margin, demonstrable repayment capacity) |
Time-based RSU vesting schedule (as of 12/31/2024):
| Vesting Date | Shares |
|---|---|
| Mar 1, 2025 | 6,735 |
| Mar 1, 2026 | 5,198 |
| Mar 1, 2027 | 3,693 |
| Mar 1, 2028 | 2,136 |
| Mar 1, 2029 | 990 |
Insider selling pressure considerations:
- Five-year ratable vesting creates annual supply events (dates above); hedging/pledging restrictions reduce leverage-related forced selling risk; no options reduce in-the-money exercise-driven sales .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement Term | Five-year term from effective date (for all NEOs) |
| Non-Compete / Non-Solicit | 12 months post-employment; prohibits competitive activity in higher-education services, employee/counterparty solicitation/interference |
| Severance (No CIC) | 12 months base salary + 100% of target bonus; COBRA premiums for 12 months; partial acceleration to next vest date |
| CIC Double-Trigger | If terminated without Cause or for Good Reason within 12 months of a Change in Control: same cash/benefits plus full acceleration of all unvested equity |
| Cash & Benefits Illustrative (as of 12/31/2024) | Cash $682,500; Benefits $17,742; Equity acceleration (no CIC: $1,103,193; CIC: $3,071,578) |
| Clawback Policy | Nasdaq-compliant recovery policy adopted Oct 25, 2023; mandatory recovery for material restatements/misstatements |
| Perquisites/Tax Gross-Ups | Limited perquisites (life insurance, 401(k) match); no tax gross-ups |
Performance & Track Record
Company operating and strategic performance:
- Business highlights: ~127,150 students served, 22 university partners as of Dec 31, 2024; growth in enrollment, revenue, and margin expansion despite sector headwinds .
Pay vs Performance summary (company metrics):
| Year | TSR Index (Initial $100) | Net Income ($mm) | Adjusted EBITDA ($mm) |
|---|---|---|---|
| 2020 | 97.20 | $257.196 | $323.830 |
| 2021 | 89.48 | $260.344 | $327.354 |
| 2022 | 110.30 | $184.675 | $291.336 |
| 2023 | 137.84 | $204.985 | $302.302 |
| 2024 | 171.00 | $226.234 | $340.013 |
2024 annual performance targets and outcomes:
| Metric | Company Outcome |
|---|---|
| Revenue | $1,033.0 million; above maximum payout threshold |
| Adjusted EBITDA | $340.0 million; above maximum payout threshold |
Compensation Committee Analysis and Governance Signals
- Practices: No single-trigger acceleration; double-trigger CIC; limited perquisites; strong ownership requirements; no tax gross-ups; prohibition on hedging/pledging; five-year vesting for equity awards .
- Say-on-Pay support: 96.0% approval in 2024, indicating strong shareholder endorsement of executive pay programs .
- Peer group context: Company cites a customized peer group for Item 201(e) TSR benchmarking (Adtalem, Chegg, Coursera, John Wiley & Sons, Laureate, Pearson, Strategic Education) and notes GCE NEO cash and equity levels below peers, with long-tenured, stable leadership .
Investment Implications
- Alignment: Dr. Meyer’s cash bonus is fully driven by quantitative company metrics (Revenue and Adjusted EBITDA, 50/50) with clear thresholds and caps; equity is exclusively time-based RSUs with five-year ratable vesting, creating predictable annual vest events without options-driven exercise risk .
- Retention/Exit Economics: Severance equals one year salary plus target bonus with double-trigger equity acceleration upon CIC-related separation; non-compete/non-solicit for 12 months reduces immediate competitive risk; COBRA benefits funded for 12 months .
- Ownership/Trading Risk: Beneficial ownership (104,703 shares; 0.4%) and anti-pledging/anti-hedging policies suggest lower leverage-induced sell pressure; RSU vest dates (each March 1 through 2029) are the key supply timing windows to monitor for potential sales following vest .
- Performance linkage: 2024 outcomes exceeded maximum metric thresholds (Revenue/Adj. EBITDA) and TSR improved, reinforcing pay-for-performance credibility; management voluntarily capped payout at 145.7% to align with broader senior management plan structure, a governance-positive signal .