Kathy J. Claypatch
Grand Canyon EducationAbout Kathy J. Claypatch
Kathy J. Claypatch, 63, is Chief Information Officer (CIO) of Grand Canyon Education, Inc. (GCE) and has served in this role since July 2021; she previously served as Chief Technology Officer beginning in October 2012. Her background spans 30+ years across startups and Fortune 500 firms, including roles as CIO at Apriva, VP of IT at TSYS Acquiring Solutions, and senior IT leadership at Apollo Education Group, where she scaled online infrastructure for rapid growth . Company performance metrics tied to executive pay include revenue and Adjusted EBITDA; GCE delivered 2024 revenue of $1,033.0 million and Adjusted EBITDA of $340.0 million, above maximum targets. GCE’s total shareholder return (TSR) value of an initial fixed $100 investment rose to $171.00 in 2024 (from $89.48 in 2021), indicating strong multi-year value creation during her CIO tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Apriva | Chief Information Officer | 2006–2012 | Led enterprise IT; CIO responsibilities in financial services technology |
| TSYS Acquiring Solutions | Vice President, Information Technology | 2006–2012 | Directed acquiring/payments IT operations and systems |
| Apollo Education Group, Inc. | IT leadership (online infrastructure) | 2002–2006 | Built out IT infrastructure to support rapid online education growth |
External Roles
No external directorships or board roles disclosed for Ms. Claypatch in the proxy .
Fixed Compensation
Multi-year compensation for Ms. Claypatch (as reported):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $304,831 | $313,418 | $322,821 |
| Stock Awards – Grant Date Fair Value ($) | $252,207 | $252,219 | $252,169 |
| Non-Equity Incentive Plan Compensation ($) | $82,657 | $90,161 | $88,999 |
| All Other Compensation ($) | $2,035 | $2,114 | $2,194 |
| Total ($) | $641,730 | $657,912 | $666,183 |
2024 plan-based thresholds for Ms. Claypatch’s cash incentive were: Threshold $35,000; Target $70,000; Maximum $105,000 .
Performance Compensation
Executive incentives emphasize revenue and Adjusted EBITDA outcomes, plus individual goals for Senior Management Plan participants.
| Component | Weighting | Target Definition | 2024 Company Actual vs Target | Individual Goals | 2024 Payout |
|---|---|---|---|---|---|
| Revenue | 30% (Senior Management Plan) | Plan goals set by Compensation Committee | $1,033.0m achieved; > maximum level | N/A | Incorporated into 145.7% plan payout basis |
| Adjusted EBITDA | 30% (Senior Management Plan) | Plan goals set by Compensation Committee | $340.0m achieved; > maximum level | N/A | Incorporated into 145.7% plan payout basis |
| Individual Performance Goals | 40% (Senior Management Plan) | Cloud security, off-campus tech services, AI research, internal software development, budget management | Assessed by Compensation Committee (achieved/substantially achieved) | Yes | Ms. Claypatch received $88,999 (≈27.6% of base salary) |
Notes:
- Senior Management Plan bonuses are calculated across two six-month cycles; 2024 produced a blended payout of 145.7% of target for plan participants. Ms. Claypatch’s award reflects this structure .
- Executive officers on the Annual Cash Incentive Plan declined the maximum payout (150%) to align with Senior Management Plan participants’ 145.7% payout; Ms. Claypatch is in the Senior Management Plan .
Equity awards:
- 2024 RSU grant: 1,931 shares; grant date fair value $252,169; five-year ratable vesting (20% annually) .
- 2024 vested shares: 2,412; value realized $324,921 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 7,618 shares (less than 0.1% of shares outstanding as of 3/31/2025) |
| Unvested RSUs (12/31/2024) | 7,121 shares |
| Scheduled RSU Vesting | 2,432 (03/01/2025); 2,028 (03/01/2026); 1,441 (03/01/2027); 833 (03/01/2028); 387 (03/01/2029) |
| Stock Ownership Guidelines | NEOs required to hold 3x base salary; compliance within 5 years of becoming subject to policy |
| Compliance Status | All covered persons were in compliance as of 12/31/2024 |
| Anti-Hedging/Anti-Pledging | Hedging, short sales prohibited; pledging and margin accounts prohibited except limited pre-approved exceptions; pre-approval required |
| Clawback Policy | Revised, mandatory recovery adopted 10/25/2023 under SEC/Nasdaq listing standards |
Employment Terms
Key contract economics and protections for Ms. Claypatch (standard NEO agreement terms):
| Provision | Term |
|---|---|
| Agreement Term | Five-year term |
| Severance (Without Cause / Good Reason) | Cash: $392,821; Benefits (COBRA): $9,708; Partial RSU acceleration to next annual vest date: $398,362 |
| Change-in-Control (Double Trigger) | Cash: $392,821; Benefits: $9,708; Full RSU acceleration: $1,166,420 |
| Definitions | Good Reason includes material pay cut, material diminution of duties, or relocation >50 miles, with notice and cure periods |
| Non-Compete / Non-Solicit | 12 months post-termination; sector- and customer/employee-focused restrictions; confidentiality obligations |
| Equity Vesting | RSUs vest 20% annually over five years; double-trigger full acceleration with CIC-related qualifying termination; partial acceleration to next vest date for qualifying terminations without CIC |
Investment Implications
- Pay-for-performance alignment: Ms. Claypatch’s cash incentives are tied to revenue, Adjusted EBITDA, and rigorous individual goals with a blended semiannual structure; equity is long-dated five-year RSUs supporting retention and long-term orientation .
- Selling pressure and vesting overhang: A known RSU vesting cadence from 2025–2029 (2,432 → 387 shares annually) may lead to periodic sales to cover taxes; anti-hedging/anti-pledging policies reduce misalignment risks .
- Ownership and governance: Beneficial ownership is modest (7,618 shares) but subject to 3x salary ownership guidelines; all covered persons are in compliance. Robust clawback and prohibition on hedging/pledging enhance investor protections .
- Contractual retention risk moderate: Severance equals one year of salary plus target bonus; non-compete and double-trigger protection balance retention and shareholder interests without single-trigger acceleration or tax gross-ups .
- Performance backdrop: 2024 outperformance on revenue and Adjusted EBITDA versus maximum targets, with improving TSR through 2024, supports compensation outcomes and signals operational execution under the current leadership structure .
- Shareholder sentiment: Say-on-pay received 96.0% support in 2024, indicating broad acceptance of the compensation framework and governance controls .
Overall, Ms. Claypatch’s incentive design and ownership policies align with long-term value creation, with predictable vesting that could create intermittent liquidity events but strong guardrails (clawback, anti-pledging) mitigating adverse alignment risks .