Perdoceo Education Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Annual Incentive Award Program
On March 6, 2025, the Compensation Committee (the “Committee”) of the Board of Directors of Perdoceo Education Corporation (the “Company”) approved the 2025 Annual Incentive Plan (the “2025 AIP”). The 2025 AIP is similar to the Company’s 2024 Annual Incentive Plan (the “2024 AIP”) in all material respects. As with the 2024 AIP, the 2025 AIP will use a company-wide adjusted operating income performance component (80% weighting) and an individual goals performance component (20% weighting) for the most senior level participants, including the Company’s executive officers. Achievement of the target level of performance for the adjusted operating income performance component results in a payout factor of 100%, with achievement of a threshold adjusted operating income performance level required for any payments under the 2025 AIP and a payment cap of 200% of a participant’s AIP target value. In addition, the payout opportunity for the individual goals performance component will also vary based on the level of achievement of the adjusted operating income performance component to further support the achievement of the Company’s business objectives.
The foregoing description is not a complete description of all of the rights and obligations under the 2025 AIP and is qualified in its entirety by reference to the 2025 AIP, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Other Compensation Matters
On March 6, 2025, the Committee approved compensation adjustments for Todd Nelson, the Company's President and Chief Executive Officer, Ashish Ghia, the Company's Senior Vice President and Chief Financial Officer, and Greg Jansen, the Company's Senior Vice President, General Counsel and Corporate Secretary. Mr. Nelson's base salary was increased 6.25% to $850,000 effective March 1, 2025. Mr. Ghia's annual target for Long-Term Incentive awards as a percentage of his base salary was increased 20% to 180%. Mr. Jansen's base salary was increased 6.05% to $412,000, effective March 1, 2025.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The exhibits to this Current Report on Form 8-K are listed in the “Exhibit Index” which is contained herein and incorporated herein by reference.
Exhibit Index
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Description of Exhibit |
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*10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PERDOCEO EDUCATION CORPORATION |
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By: |
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/s/ Ashish R. Ghia |
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Ashish R. Ghia |
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Senior Vice President and Chief Financial |
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Officer |
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Dated |
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March 12, 2025 |
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