Lisa Graham Keegan
Grand Canyon EducationAbout Lisa Graham Keegan
Independent director at Grand Canyon Education (LOPE) since 2019; age 65; Principal Partner at The Keegan Company, an education policy consulting firm. Former Arizona Superintendent of Public Instruction (1995–2001) and Arizona House member (1991–1995), with leadership on K‑12 and higher-ed budgets; B.A. Stanford University and Master’s degree from Arizona State University. She is an independent director, serves on all three key board committees, and chairs the Nominating & Corporate Governance Committee (NCG). Tenure on LOPE’s board: five years as of 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Arizona – Department of Education | Superintendent of Public Instruction | 1995–2001 | Oversaw Arizona’s public school system and Department of Education |
| State of Arizona – House of Representatives | Member; Chair, House Education Committee | 1991–1995 | Chaired House Education; oversaw K‑12, community college, and university budgets on Appropriations Committee |
| John McCain Presidential Campaigns | Education Advisor | 2000; 2008 | Education policy advisory roles |
External Roles
| Organization | Role | Notes |
|---|---|---|
| The Keegan Company | Principal Partner | Leads projects, writing, and speaking on U.S. education policy |
| Grand Canyon Council, Boy Scouts of America | Board member | Non-profit board service |
| 50CAN (The 50-State Campaign for Achievement Now) | Board member | Education advocacy |
| National School Choice Awareness Foundation | Board member | Parental awareness of school options |
| Responsibility.org (Foundation for Advancing Alcohol Responsibility) | National Advisory Board | Advisory role |
| Common Sense Institute of Arizona | Board member | Non-partisan economic research organization |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director (Board has determined all directors other than CEO are independent) |
| Committees | Audit; Compensation; Nominating & Corporate Governance (Chair) |
| Committee independence | All key committees (Audit, Compensation, NCG) are fully independent |
| Attendance | 100% attendance at 2024 Board meetings (Board held 4); 100% committee meeting attendance in 2024 |
| Board leadership | CEO is combined Chair; Lead Independent Director is Sara Ward |
| Executive sessions | Independent directors meet regularly in executive session |
| Years of service | 5 years (as of 2024) |
| Other public company boards | None |
- NCG met four times in 2024; Ms. Keegan chaired NCG, which oversees director nominations, governance principles, board evaluations, and ESG oversight .
- Compensation Committee met four times in 2024; engages independent consultants as needed (Mercer historically; no use in 2024) .
Fixed Compensation (Director)
| Year | Cash Retainer | Committee Membership Fees | Committee Chair Fee | Total Cash |
|---|---|---|---|---|
| 2024 | $50,000 | $15,000 (3 committees × $5,000) | $10,000 (NCG Chair) | $75,000 |
Program terms (for non-employee directors): annual cash retainer $50,000; committee membership retainer $5,000 per committee; committee chair retainer $10,000 (Audit Chair $15,000); Lead Independent Director receives an additional $33,333 cash retainer. Reasonable expenses reimbursed. No per-meeting fees.
Performance Compensation (Director)
| Grant Date | Instrument | Grant Value | Shares Granted | Vesting | Change-of-Control |
|---|---|---|---|---|---|
| 2024-06-12 | Restricted Stock | $75,000 | 537 (value ÷ $139.72 closing price) | Earlier of 1-year from grant or immediately prior to next annual meeting | Accelerated vesting upon change in control |
- Equity mix: annual directors’ grant of restricted stock valued at $75,000; new director initial grant of $20,000 (not applicable to Ms. Keegan in 2024). Each director held 537 unvested shares at 12/31/2024 (Ms. Keegan included).
- Note: Director equity awards are time-based (no performance metrics).
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Current public company directorships | None |
| Compensation Committee interlocks | None (no insider participation) |
Expertise & Qualifications
- Board matrix indicates skills in Corporate Governance/Ethics, Legal/Regulatory, HR/Compensation, Executive Experience, Operations, Strategic Planning/Oversight, and Academia/Education.
- Background: extensive education policy leadership at state level and long-standing policy consulting experience.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Lisa Graham Keegan | 3,172 | <0.1% | As of 3/31/2025; address of record: LOPE HQ |
| Unvested director shares (12/31/2024) | 537 | — | Unvested RS from 2024 annual grant |
- Stock ownership guidelines for outside directors: 3× annual cash retainer; all covered persons were in compliance as of 12/31/2024.
- Anti-hedging/anti-pledging policy: hedging and short sales prohibited; pledging generally prohibited except with pre-approval and demonstrated capacity to repay without pledged securities. No pledging by Ms. Keegan disclosed.
Governance Assessment
- Strengths: Fully independent; chairs NCG; 100% attendance; serves on all key committees; Board and committees are independent; regular executive sessions; strong anti-hedging/pledging and meaningful ownership guidelines; all covered persons in compliance.
- Alignment: Director pay balanced between cash and time-based equity ($75k cash/$75k equity in 2024), supporting long-term alignment without undue risk-taking.
- Conflicts/related parties: No related-party transactions disclosed involving Ms. Keegan; related-party policy requires Audit Committee pre-approval; notable company-level related-party context pertains to CEO’s dual role with Grand Canyon University with structural safeguards; not attributable to Ms. Keegan.
- Shareholder sentiment: Say‑on‑Pay received 96.0% support in 2024, indicating broad investor approval of compensation governance.
Director Compensation (Detail)
| 2024 Director Compensation | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Lisa Graham Keegan | $75,000 | $75,000 | $150,000 |
Insider Trades
| Period | Notable Form 4 Transactions |
|---|---|
| 2024–2025 (proxy coverage) | No Form 4 transactions are disclosed in the proxy; beneficial ownership table as of 3/31/2025 provided above. |
Summary Signals for Investors
- Positive governance signals: independence, committee leadership (NCG Chair), full attendance, robust ownership and trading policies, balanced director pay, and strong company Say‑on‑Pay outcomes.
- No red flags identified for Ms. Keegan regarding related-party transactions, hedging/pledging, or attendance.