Kevin F. Warren
Grand Canyon EducationAbout Kevin F. Warren
Kevin F. Warren, age 61, is an independent director of Grand Canyon Education, Inc. (Nasdaq: LOPE) serving on the Audit, Compensation, and Nominating & Corporate Governance Committees; the Board has designated him an “audit committee financial expert.” He was appointed April 24, 2024 and previously served on LOPE’s Board from September 2012 to August 27, 2019, with 100% attendance at Board and committee meetings since his 2024 appointment. Warren is President & CEO of the Chicago Bears (since April 2023), and holds a B.S. in Business Administration (Grand Canyon University), an MBA (Arizona State University), and a JD (University of Notre Dame). His independence has been affirmatively determined under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chicago Bears Football Club (NFL) | President & CEO | Apr 2023–present | Executive leadership over football and business operations |
| Big Ten Conference | Commissioner-Elect; Commissioner | Sep 2019–Jan 2020; Jan 2, 2020–Apr 2023 | Led major collegiate athletic conference |
| Minnesota Vikings (NFL) | Senior Officer | 2005–2019 | Senior legal/operational leadership |
| Greenberg Traurig LLP | Attorney | 2003–2005 | Represented Wilf group in Vikings acquisition |
| Detroit Lions (NFL) | SVP Business Operations & General Counsel | 2001–2003 | Executive legal and operations leadership |
| St. Louis Rams (NFL) | VP Football Administration; VP Player Development & Football Legal Counsel | 2001; 1997–2000 | Football operations and legal oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company directorships | None | — | No current public company boards disclosed |
| Chicago Bears Football Club | President & CEO | Apr 2023–present | Current executive role external to LOPE |
Board Governance
- Independence: Independent director under Nasdaq rules .
- Committees: Audit (member), Compensation (member), Nominating & Corporate Governance (member) .
- Audit Committee Financial Expert: Designated as such by the Board .
- Attendance: 100% of Board and applicable committee meetings since appointment on April 24, 2024; Board met four times in 2024; Audit (5), Compensation (4), NCG (4) .
- Lead Independent Director: Sara Ward; independent directors meet regularly in executive session .
| Governance Item | Status/Detail | Citation |
|---|---|---|
| Independence | Independent | |
| Audit Committee | Member; Financial Expert | |
| Compensation Committee | Member | |
| Nominating & Corporate Governance | Member | |
| Board Attendance | 100% since 2024 appointment | |
| Committee Attendance | 100% since appointment | |
| Lead Independent Director | Sara Ward |
Fixed Compensation
| Item | Amount (USD) | Period | Notes |
|---|---|---|---|
| Board of Directors annual retainer (pro-rated) | $25,000 | 2024 | Prorated from April 24, 2024 appointment |
| Board committee annual retainers | $7,500 | 2024 | Member fees for committee service |
| Committee chair fees | $0 | 2024 | Not a committee chair |
| Total cash fees | $32,500 | 2024 | Sum of retainer and committee fees |
| Director compensation policy (reference) | $50,000 annual cash retainer; $5,000 committee member; $10,000 chair ($15,000 Audit chair); $33,333 lead independent | Ongoing | Restricted stock grants also part of director comp |
Performance Compensation
| Grant Type | Grant Date | Grant Value (USD) | Shares/Structure | Vesting & Provisions |
|---|---|---|---|---|
| Initial restricted stock (upon appointment) | Apr 24, 2024 | $20,000 | Shares determined by $20,000 ÷ $128.88 (rounded up) | Vests on one-year anniversary; accelerates on change in control |
| Annual restricted stock (director grant) | Jun 12, 2024 | $75,000 | Company policy applies; each director had 537 unvested shares at 12/31/24; Warren had 693 (incl. initial grant) | Vests earlier of one-year or immediately prior to next annual meeting; accelerates on change in control |
| Performance metrics tied to director compensation | None disclosed | — | Director equity awards are time-based restricted stock, not performance-based |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Compensation Committee interlocks | None disclosed; no insider participation interlocks |
| Related-party transactions | No related-party transactions disclosed involving Mr. Warren in the “Certain Relationships and Related Transactions” section (section discusses GCE–GCU structure and CEO dual role) |
Expertise & Qualifications
- Board matrix indicates Warren brings expertise in public company board experience, financial, risk management, accounting, corporate governance/ethics, legal/regulatory, HR/compensation, executive experience, operations, strategic planning/oversight, mergers & acquisitions, and cybersecurity; Board tenure listed as 1 year at time of proxy .
- Education: BS (Grand Canyon University), MBA (Arizona State University), JD (University of Notre Dame School of Law) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 693 |
| Ownership as % of outstanding | <0.1% (“*” in table denotes less than 0.1%) |
| Unvested restricted shares held (12/31/24) | 693 |
| Pledged shares | None disclosed; company policy prohibits pledging/margin accounts except limited pre-approved cases |
| Stock ownership guideline (outside directors) | 3x annual cash retainer; all covered persons were in compliance as of Dec 31, 2024 |
Governance Assessment
- Strengths: Independent director serving on all three key committees; designated audit committee financial expert; 100% attendance since appointment; independent committees and regular executive sessions support strong oversight; anti-hedging/anti-pledging policies and director ownership guidelines enhance alignment.
- Alignment: Director pay mix combines cash retainers with annual restricted stock; grants vest annually and accelerate only under change-in-control; no director meeting fees or tax gross-ups disclosed; company-wide say-on-pay support was 96% in 2024, signaling broad investor approval of compensation governance.
- Potential watchpoints: Low absolute share ownership (693 shares; <0.1%) is typical for outside directors but can signal limited direct financial exposure; mitigated by ownership policy compliance and prohibited hedging/pledging. No related-party transactions or interlocks disclosed for Warren.