As discussed in the Compensation Discussion and Analysis above, our Compensation Committee has implemented an executive compensation program designed to align a substantial portion of our named executive officers’ realized compensation to the achievement of GCE’s financial, operational, and strategic objectives, and to align our executive pay with changes in the value of our stockholders’ investments. The following table set forth additional compensation information for our named executive officers, calculated in accordance with SEC regulations, for fiscal years 2024, 2023, 2022, 2021 and 2020.
| · · · · · · · · · · · · · · · · · · · · · · · · |
|---|
| · · · · · · · · · · · · · · Value of Initial Fixed $100 · · · · · · |
|---|
| · · · · · · · · Average · · Average · · Investment Based on: · · · · · · |
|---|
| · · Summary · · · · · Summary · · Compensation · · · · · Peer Group · · · · · · |
|---|
| · · Compensation · · Compensation · · Compensation · · Actually Paid · · Total · · Total · · · · · · |
|---|
| | | Table | | Actually Paid | | Table Total for | | to Non-CEO | | Shareholder | | Shareholder | | Net | | Adjusted |
|---|
| Year | | Total for CEO (1) | | to CEO (2) | | Non-CEO NEOs (3) | | NEOs (2) (3) | | Return | | Return (4) | | Income (5) | | EBITDA (6) |
|---|
| 2024 | | $2,006,779 | | $3,172,108 | | $1,162,069 | | $1,448,731 | | $171.00 | | $113.82 | | $226,234 | | $340,013 |
| 2023 | | $2,016,887 | | $3,085,751 | | $1,196,944 | | $1,672,392 | | $137.84 | | $100.46 | | $204,985 | | $302,302 |
| 2022 | | $1,997,113 | | $2,919,364 | | $1,205,110 | | $1,604,033 | | $110.30 | | $90.83 | | $184,675 | | $291,336 |
| 2021 | | $1,843,058 | | $1,864,868 | | $1,099,912 | | $1,100,530 | | $89.48 | | $92.11 | | $260,344 | | $327,354 |
| 2020 | | $2,105,208 | | $1,830,647 | | $1,322,165 | | $1,222,327 | | $97.20 | | $122.18 | | $257,196 | | $323,830 |
| (1) | The dollar amounts reported are the amounts of total compensation reported for our CEO, Mr. Mueller, in the Summary Compensation Table for fiscal years 2024, 2023, 2022, 2021 and 2020. Mr. Mueller served as CEO for each of the years presented. |
| (2) | The dollar amounts reported represent the amount of “compensation actually paid” or “CAP”, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amounts of compensation paid to our CEO or other named executive officers during the applicable years, but include (i) the year-end value of equity awards granted during the reported year, and (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or through the end of the reported fiscal year. |
| (3) | For 2024, reflects compensation information for our 2024 named executive officers, other than our Chief Executive Officer, as described in the Compensation Discussion and Analysis of this Proxy Statement. For 2023, 2022 and 2021, reflects compensation information for Dr. Meyer, Mr. Bachus, Ms. Marsh and Mr. Briggs, our prior chief executive officer for Orbis Education (each of whom served as named executive officers for 2023, 2022 and 2021). For 2020, reflects compensation information for Dr. Meyer, Mr. Bachus, Mr. Briggs and Mr. Joseph Mildenhall, our prior chief information officer. |
| (4) | Reflects cumulative total shareholder return for the seven companies included in the customized peer group used by GCE for purposes of Item 201 (e) of Regulation S-K under the Exchange Act in GCE’s Annual Report on Form 10-K for the year ended December 31, 2024. Those seven companies are: Adtalem Global Education, Inc, Chegg Inc, Coursera Inc, John Wiley & Sons Inc, Laureate Education Inc, Pearson Plc and Strategic Education Inc. |
| (5) | The decline in net income between 2021 and 2022 is partially due to the lower interest income achieved as a result of the repayment to us by GCU of a secured note payable that had been in place since 2018. |
| (6) | We defined Adjusted EBITDA for purposes of the Annual Cash Incentive Plan in a manner consistent with the definition we use when reporting our financial results. See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations – Adjusted EBITDA (Non- GAAP Financial Measure), beginning on page 55 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, for information regarding our use and calculation of Adjusted EBITDA. |
To calculate the amounts in the “Compensation Actually Paid to CEO” column in the table above, the following amounts were deducted from and added to (as applicable) our Chief Executive Officer’s “Total” compensation as reported in the Summary Compensation Table:
| · · · · · · · · · · · · |
|---|
| · · Summary · · · · · · · · · |
|---|
| · · Compensation · · Reported · · Equity Award · · · |
|---|
| | | Table Total for | | Value of Equity | | Adjustments | | Compensation |
|---|
| Year · CEO · Awards for CEO (1) · for CEO (2) · Actually Paid to CEO |
|---|
| 2024 | | $2,006,779 | | $(1,211,483) | | $2,376,812 | | $3,172,108 |
| 2023 | | $2,016,887 | | $(1,211,643) | | $2,280,507 | | $3,085,751 |
| 2022 | | $1,997,113 | | $(1,211,488) | | $2,133,739 | | $2,919,364 |
| 2021 | | $1,843,058 | | $(1,211,575) | | $1,233,385 | | $1,864,868 |
| 2020 | | $2,105,208 | | $(1,211,533) | | $936,972 | | $1,830,647 |
| (1) | Represents the grant date fair value of the equity awards to our Chief Executive Officer, as reported in the “Stock Awards” column in the Summary Compensation Table for each applicable year. |
| (2) | Represents the adjustments to equity awards granted to our Chief Executive Officer to arrive at CAP, as itemized in the table below. No awards vested in the year they were granted. |
| · · · · · · · · · · · · · · · |
|---|
| Fair Value of Equity Awards for CEO · · 2024 · · 2023 · 2022 · · 2021 · · 2020 |
|---|
| As of year-end for awards granted during the year | | $1,519,573 | | $1,417,053 | | $1,542,425 | | $1,207,911 | | $1,341,808 |
|---|
| Year-over-year increase (decrease) of unvested awards granted in prior years | | $821,504 | | $752,305 | | $555,228 | | $(209,339) | | $(83,431) |
|---|
| Increase (decrease) from prior fiscal year-end for awards that vested during the year | | $35,735 | | $111,149 | | $36,086 | | $234,813 | | $(321,405) |
|---|
| Total Equity Award Adjustments | | $2,376,812 | | $2,280,507 | | $2,133,739 | | $1,233,385 | | $936,972 |
|---|
To calculate the amounts in the “Average Compensation Actually Paid to Non-Chief Executive Officer NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) the average of the “Total” compensation of our non-Chief Executive Officer named executive officers for each applicable year, as reported in the Summary Compensation Table for that year:
| · · · · · · · · · · · · |
|---|
| · · Average Summary · · Average · · Average · · · |
|---|
| | | Compensation | | Reported Value of | | Equity Award | | Average |
|---|
| | | Table Total for | | Equity Awards for | | Adjustments | | Compensation Actually |
|---|
| Year · Non-CEO NEOs · Non-CEO NEOs (1) · for Non-CEO NEOs (2) · Paid to Non-CEO NEOs |
|---|
| 2024 | | $1,162,069 | | $(498,959) | | $785,621 | | $1,448,731 |
| 2023 | | $1,196,944 | | $(560,802) | | $1,036,250 | | $1,672,392 |
| 2022 | | $1,205,110 | | $(560,722) | | $959,645 | | $1,604,033 |
| 2021 | | $1,099,912 | | $(553,324) | | $553,942 | | $1,100,530 |
| 2020 | | $1,322,165 | | $(609,865) | | $510,027 | | $1,222,327 |
| (1) | Represents the average of the grant date fair value of the equity awards to our named executive officers (other than our Chief Executive Officer), as reported in the “Stock Awards” column in the Summary Compensation Table for each applicable year. |
| (2) | Represents adjustments for the equity awards granted to our named executive officers (other than our Chief Executive Officer) to arrive at CAP, as itemized in the table below. No awards vested in the year they were granted. |
| · · · · · · · · · · · · · · · |
|---|
| Fair Value of Equity Awards for Non-CEO NEOs | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 |
|---|
| As of year-end for awards granted during the year | | $500,442 | | $655,876 | | $713,892 | | $551,651 | | $675,443 |
|---|
| Year-over-year increase (decrease) of unvested awards granted in prior years | | $255,876 | | $334,835 | | $232,133 | | $(79,117) | | $(34,816) |
|---|
| Increase (decrease) from prior fiscal year-end for awards that vested during the year | | $29,303 | | $45,539 | | $13,620 | | $81,408 | | $(130,600) |
|---|
| Total Equity Award Adjustments | | $785,621 | | $1,036,250 | | $959,645 | | $553,942 | | $510,027 |
|---|
Pay-for-Performance Alignment
The following table identifies the seven most important financial performance measures used by our Compensation Committee to link the CAP to our Chief Executive Officer and other named executive officers in 2024, calculated in accordance with SEC regulations, to company performance.
Most Important Financial Performance Measures
| ● | Total Shareholder Return |
| ● | As Adjusted Non-GAAP Diluted EPS |
Company Selected Metric
We present Adjusted EBITDA because we consider it to be an important supplemental measure of our operating performance. We also make certain compensation decisions based, in part, on our operating performance, as measured by Adjusted EBITDA. All of the adjustments made in our calculation of Adjusted EBITDA are adjustments to items that management does not consider to be reflective of our core operating performance. Management considers our core operating performance to be that which can be affected by our managers in any particular period through their management of the resources that affect our underlying revenue and profit generating operations during that period and does not consider the items for which we make adjustments (as listed above) to be reflective of our core performance.
We believe Adjusted EBITDA allows us to compare our current operating results with corresponding historical periods and with the operational performance of other companies in our industry because it does not give effect to potential differences caused by variations in capital structures (affecting relative interest expense, including the impact of write-offs of deferred financing costs when companies refinance their indebtedness), tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses), the book amortization of intangibles (affecting relative amortization expense), and other items that we do not consider reflective of underlying operating performance. We also present Adjusted EBITDA because we believe it is frequently used by securities analysts, investors, and other interest parties as a measure of performance.
