Sara Ward
Grand Canyon EducationAbout Sara Ward
Sara Ward, 61, has served on LOPE’s board since March 2013 and as Lead Independent Director since January 2017. She is President and CEO of Sara Ward & Associates (since 1996), with prior roles in investment banking and Arizona state government; she holds a BA in International Relations from Stanford and is NACD Directorship Certified. Her committee memberships include Audit, Compensation, and Nominating & Corporate Governance; the board has determined she is independent under Nasdaq rules, and she attended 100% of board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sara Ward & Associates | President & CEO | 1996–present | Executive coaching, economic development, site selection, government relations focus |
| Arizona Department of Commerce | Director | 1993–1996 | Led state commerce efforts |
| Arizona Department of Commerce | Finance Director | 1991–1993 | Oversaw finance function |
| Investment Banking | Banker | Prior to public sector | Capital markets background |
External Roles
| Organization | Type | Role | Tenure/Status |
|---|---|---|---|
| WillScot Mobile Mini Holdings Corp. | Public company | Director | 2014–2023 (former) |
| Banner Health | Non-profit healthcare system | Director; Chair, Compensation Committee | Since 2023 (current) |
| Seattle Pacific University | Academic | Trustee | Prior service (former) |
Board Governance
- Independence: Board determined all directors except the CEO are independent under Nasdaq rules; Ward is independent.
- Lead Independent Director responsibilities: approves agendas and schedules, chairs executive sessions, acts as liaison to the Chair/CEO, can call meetings of independent directors, and serves as designated contact for major shareholders.
- Executive sessions: Independent directors meet regularly without management.
- Attendance: The board met 4 times in 2024; all directors (including Ward) attended 100% of board and committee meetings.
- Committee structure and 2024 meetings:
- Audit (5 meetings) – Ward: Member; Chair: Jack A. Henry.
- Compensation (4 meetings) – Ward: Member; Chair: Chevy Humphrey.
- Nominating & Corporate Governance (4 meetings) – Ward: Member; Chair: Lisa Graham Keegan.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $50,000 | Paid quarterly. |
| Committee membership retainers | $15,000 | $5,000 per committee; Ward serves on three. |
| Lead Independent Director retainer | $33,333 | Additional annual cash retainer. |
| Total cash | $98,333 | Sum of cash components. |
| Equity (annual RSU grant FV) | $75,000 | RSUs vest on earlier of one year or immediately prior to next annual meeting; change-in-control acceleration. |
| 2024 total director compensation | $173,333 | Cash + equity grant-date fair value. |
Additional equity detail:
- Unvested shares held at 12/31/2024: 537 RSUs (annual director grant determined at $75,000 / $139.72 on 6/12/2024, rounded up).
- Program design: New directors receive a one-time $20,000 RSU grant; annual RSU grants of $75,000; vesting as above; acceleration on change-in-control.
Performance Compensation
| Component | Performance Metrics/Structure |
|---|---|
| Director equity and retainers | No performance-based metrics; RSUs are time-based (five-year vesting for employee awards; directors’ annual RSUs vest after ~1 year as noted). |
The company’s performance-based metrics (revenue, Adjusted EBITDA) apply to executive annual bonuses, not to director pay.
Other Directorships & Interlocks
- Current public company boards: None disclosed.
- Prior public company board: WillScot Mobile Mini (2014–2023).
- Compensation Committee interlocks: None; Ward served on the Compensation Committee, and the proxy reports no interlocks/insider participation.
Expertise & Qualifications
- Government relations, higher education, economic development; prior investment banking experience.
- NACD Directorship Certified, indicating ongoing governance education and foundational boardroom knowledge.
- Board skills matrix shows broad governance/ethics and strategic oversight depth across the board (Ward included among directors contributing experience).
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Unvested RSUs (12/31/2024) | Pledged/Hedged |
|---|---|---|---|---|
| Sara Ward | 5,248 | <0.1% | 537 | None disclosed; company policy prohibits hedging and pledging (limited pre-approved exceptions). |
- Ownership Policy: Outside directors must hold ≥3x annual cash retainer (excludes lead director fee); all covered persons were in compliance as of 12/31/2024.
Governance Assessment
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Strengths
- Long-tenured, independent director with 100% attendance and leadership as Lead Independent Director, enhancing counterbalance to combined CEO/Chair structure.
- Comprehensive committee engagement (Audit, Compensation, NCG), with all key committees fully independent.
- Clear shareholder-alignment mechanisms: director stock ownership guidelines, prohibition on hedging/pledging, and equity in director pay mix.
- No related-party transactions disclosed involving Ward; no Compensation Committee interlocks.
-
Considerations
- Beneficial ownership is modest (<0.1%), though she is reported to be in compliance with the director ownership guideline; continued accumulation would further alignment optics.
- Company maintains combined CEO/Chair; mitigated by Ward’s lead independent role and regular executive sessions of independents.
-
Shareholder sentiment signal: Say‑on‑Pay received 96.0% support in 2024, reflecting broad investor approval of compensation governance.
Related-Party Exposure
- No Ward-specific related-party transactions disclosed; the primary related-party disclosure pertains to the CEO’s dual role with Grand Canyon University and the controls in place (special committee, restricted roles).
Director Compensation Mix (2024)
| Cash vs. Equity | Amount |
|---|---|
| Cash (retainers) | $98,333 |
| Equity (RSU grant-date FV) | $75,000 |
Program features: No meeting fees; annual cash retainers for board, committees, lead independent role; equity vests on ~1-year schedule with change-in-control acceleration.
Signals to Investors
- Governance quality indicators include independent committee oversight, formal lead independent director duties, robust ownership/anti-hedge policies, and full attendance.
- No red flags found for Ward regarding related-party transactions, pledging/hedging, or interlocks in 2024 disclosures.