Jack A. Henry
Grand Canyon EducationAbout Jack A. Henry
Jack A. Henry, age 81, has served as an independent director of Grand Canyon Education, Inc. (LOPE) since November 2008 and is Managing Director of Sierra Blanca Ventures, LLC (since 2000). He previously spent 1966–2000 at Arthur Andersen, retiring as Managing Partner of the Phoenix office; he holds a BBA and MBA from the University of Michigan and is a past President and founder of the Arizona Chapter of NACD, serving 16 years . He is the Audit Committee chair and is designated an “audit committee financial expert”; he also serves on the Compensation and Nominating & Corporate Governance (NCG) Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arthur Andersen (national accounting firm) | Managing Partner, Phoenix office; CPA | 1966–2000 | Led audit practice; deep financial reporting, accounting, and controls expertise |
| Sierra Blanca Ventures, LLC | Managing Director | 2000–present | Private investment/consulting; strategic, financial, governance advisory work |
| NACD Arizona Chapter | President & Founder | 16 years | Built director education network; board governance thought leadership |
| Community & civic organizations (e.g., Arizona Chamber of Commerce; Greater Phoenix Leadership; GPEC; Junior Achievement of Central AZ) | Chair/member | Various | Public policy and economic development leadership |
External Roles
| Organization | Role | Status |
|---|---|---|
| Other public company boards | — | None currently (per LOPE proxy) |
| Private company boards | Director | Previously served on seven private company boards |
| Non-profit/academic boards | Chair/member | Multiple community and civic organizations (see Past Roles) |
Board Governance
- Independence: Board determined Henry is independent under Nasdaq rules .
- Committee assignments: Audit (Chair), Compensation, and Nominating & Corporate Governance .
- Expertise designation: “Audit committee financial expert” (Henry, Humphrey, Warren) .
- Attendance: 100% attendance at 2024 Board meetings (four) and at all committee meetings on which he served; Audit met five times; Compensation met four; NCG met four .
- Lead Independent Director: Sara Ward (not Henry) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $50,000 | Paid quarterly |
| Committee membership retainers | $15,000 | $5,000 per committee; Henry on three committees |
| Committee chair retainer | $15,000 | Audit Committee chair (audit chair rate) |
| Equity grant (restricted stock) | $75,000 | Annual grant; vests on earlier of one-year anniversary or immediately prior to next annual meeting; accelerated on change in control |
| Total cash fees (2024) | $80,000 | $50,000 board + $15,000 committee + $15,000 chair |
| Stock awards (grant-date fair value) | $75,000 | Issued after annual meeting |
| Total director compensation (2024) | $155,000 | Fees + stock awards |
Additional equity details:
- 2024 grant sizing was based on $139.72 closing price on June 12, 2024; each director held 537 unvested shares at December 31, 2024 (Henry included) .
Performance Compensation
Directors receive time-based restricted stock only; no options or performance-based equity . As Compensation Committee member, Henry oversaw executive incentive metrics; 2024 annual plan used Revenue and Adjusted EBITDA:
| Metric | Threshold | Target | Maximum | Actual (2024) | Payout vs Target |
|---|---|---|---|---|---|
| Revenue ($) | $1,015,000,000 | $1,023,000,000 | $1,031,000,000 | $1,033,000,000 | 150% component payout |
| Adjusted EBITDA ($) | $314,755,000 | $322,755,000 | $330,755,000 | $340,000,000 | 150% component payout |
- Named executives elected to accept 145.7% of target (aligned with senior management plan’s bifurcated H1/H2 structure), rather than max 150% .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | Nine public company boards (names not specified in proxy) |
| Interlocks/conflicts | No Compensation Committee interlocks disclosed; no insider participation by executives on LOPE’s Compensation Committee |
| Related-party transactions | None disclosed involving Henry |
Expertise & Qualifications
- Skills: Financial, Accounting, Risk Management, Corporate Governance/Ethics, Legal/Regulatory, Executive Experience, Strategic Planning/Oversight, Mergers & Acquisitions .
- Audit Committee financial expert designation .
- Education: BBA and MBA, University of Michigan .
Equity Ownership
| Ownership Item | Value | Notes |
|---|---|---|
| Beneficial ownership (3/31/2025) | 13,759 shares | Percent of class: “*” (<0.1%) |
| Unvested RS at 12/31/2024 | 537 shares | From 2024 annual grant |
| Director stock ownership guideline | 3x annual cash retainer | Applies to outside directors; compliance achieved as of 12/31/2024 |
| Anti-hedging/pledging policy | Hedging & pledging prohibited (limited pledge exceptions require pre-approval) | Applies to directors, officers, employees |
Insider Trades (Form 4)
| Date | Transaction | Shares | Consideration/Notes | Source |
|---|---|---|---|---|
| 2024-11-20 | Sale | 1,560 | Approx. $253,032 proceeds | |
| 2023-11-17 | Sale | 1,450 | Reported Form 4 sale | |
| 2025-06-12 | Form 4 filed | — | Filing posted by LOPE IR site |
Note: The LOPE proxy lists Henry’s beneficial ownership at 13,759 shares as of March 31, 2025 .
Governance Assessment
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Strengths supporting investor confidence:
- Independent director with deep audit and financial controls expertise; Audit Committee chair and financial expert designation .
- Full attendance at Board and committee meetings in 2024; strong engagement in oversight (Board 4 meetings; Audit 5; Compensation 4; NCG 4) .
- Robust policies: majority voting, annual elections, stock ownership requirements, anti-hedging/pledging, independent key committees, and regular executive sessions .
- Director pay program modest and aligned (cash retainers plus time-based RS), with no options or performance equity; no meeting fees .
- No related-party transactions involving Henry; Compensation Committee interlocks absent .
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Potential risk indicators:
- Age/tenure requires ongoing refresh and succession planning (Henry age 81; tenure 16 years as of 2025), though Board includes diverse and independent members and conducts regular evaluations .
- Insider sales in 2023 and 2024 are not excessive and occur amid continued beneficial ownership; LOPE restricts hedging/pledging to protect alignment .
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Broader signals: Say-on-Pay support was 96.0% in 2024, indicating shareholder endorsement of compensation governance; Henry served on the Compensation Committee that maintained pay-for-performance design .
Overall, Henry’s audit leadership, independence, attendance, and ownership policy compliance support board effectiveness and investor confidence, with no conflicts or related-party exposure disclosed .