Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
Effective June 22, 2021, the Board of Directors of Grand Canyon Education, Inc.
(the "Company"), acting upon the recommendation of the Nominating and Corporate
Governance Committee of the Board, appointed Mr. David M. Adame to its Board of
Directors for a term expiring at the 2022 annual meeting of stockholders and to
the Audit, Compensation and Nominating and Corporate Governance Committees of
the Board. In connection with his appointment, the Board determined that Mr.
David M. Adame is "independent" pursuant to the standards of the Nasdaq Global
Market, applicable rules of the Securities and Exchange Commission, and the
Company's Corporate Governance Principles and Practices.
Mr. Adame currently serves as President and CEO of Chicanos Por La Causa
("CPLC"). Mr. Adame has been with CPLC since 2008, serving as Chief Operating
Officer and Chief Financial Officer prior to becoming President and CEO. From
2003 to 2008, he was Vice President of Arizona Operations for McCormack Baron &
Salazar, responsible for overseeing the firm's role in Henson Village, a HOPE VI
project in Phoenix. From 1997 to 2003, he served as Senior Deputy Director of
Fannie Mae's Arizona Partnership Office. From 1994 to 1997, he served as a
Program Officer with the Phoenix Office of the Local Initiatives Support
Corporation ("LISC") where he managed the HOMESTART program. Prior to 1994 he
worked at JPMorgan Chase & Co. (then called Bank One Arizona) for eight years,
including as Corporate Banking Associate and later as Assistant Vice President
in the Retail Business Loan Center. Over the years, Mr. Adame has served on
numerous boards including: the Greater Phoenix Economic Council; the AARP
Foundation; the National Association for Latino Community Asset Builders; the
Arizona-Mexico Commission; the Maricopa Community Colleges Foundation; Unidos
US; the Community Reinvestment Fund USA; the Creighton University Presidential
Health Sciences Phoenix Advisory Board; and the Arizona Housing Commission.
Recent honors include the Individual Hero of Education Award by Maricopa
Community Colleges and the Maricopa Community Colleges Foundation, and the
Lifetime Achievement Award by the Arizona Asian Chamber of Commerce. Mr. Adame
received a Bachelor of Science in Business degree from Arizona State University
("ASU") and a Master's in Business Administration from the ASU School of Global
Management. He was awarded an Honorary Doctorate in Humane Letters from the
University of Arizona, and an Honorary Doctorate from the National Autonomous
University of Mexico.
In connection with his appointment as director, the Company has entered into
indemnification agreements with Mr. Adame (a form of which is included as
Exhibit 10.11 to our Annual Report on Form 10-K for the year ended December 31,
2018). As a non-employee director of the Company, Mr. Adame received an initial
award of restricted stock under the Company's 2017 Equity Incentive Plan valued
at $20,000 as of the date of grant on June 22, 2021, which will vest on June 21,
2022, subject to accelerated vesting in the event of a change in control. For
serving on the Board of Directors, Mr. Adame will receive an annual retainer of
$50,000 in cash and an award of restricted stock under the 2017 Equity Incentive
Plan valued at $75,000 on the date of grant on June 22, 2021. The cash portion
of the annual retainer is paid quarterly while the restricted stock grants to
our non-employee directors are made after the Company's annual meeting of
stockholders each year and vest on the earlier of the one year anniversary of
the date of grant or immediately prior to the following year's annual meeting of
stockholders, subject to acceleration in the event of a change in control. Each
non-employee director receives an additional annual cash retainer of $5,000 for
service on each Board committee. The Company reimburses all of its directors for
reasonable expenses incurred to attend board and committee meetings.
Except as set forth above, Mr. Adame was not appointed pursuant to any
arrangement or understanding with any other person, nor are they parties to any
related party transactions required to be reported pursuant to Item 404(a) of
Regulation S-K.
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