PERDOCEO EDUCATION CORP (PRDO)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
PERDOCEO EDUCATION CORP · Meeting: May 21, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
No overboarding, attendance, independence, or TSR trigger concerns; PRDO's 3-year return of +187.3% outperforms the peer group median by +139.4 percentage points, far exceeding the 50-point threshold needed to trigger a vote against any director.
No overboarding, attendance, independence, or TSR trigger concerns; strong stock outperformance versus peers clears all director election policy screens.
No overboarding, attendance, independence, or TSR trigger concerns; strong stock outperformance versus peers clears all director election policy screens.
No overboarding, attendance, independence, or TSR trigger concerns; strong stock outperformance versus peers clears all director election policy screens.
No overboarding, attendance, independence, or TSR trigger concerns; strong stock outperformance versus peers clears all director election policy screens.
As CEO and employee director, Nelson is subject to the same TSR trigger as all other directors; PRDO's 3-year return outperforms the peer group median by +139.4 percentage points, well above the 50-point threshold, so no TSR-based concern applies.
Joined the Board in February 2025, placing her within the 24-month new-director exemption window, and is therefore exempt from the TSR trigger entirely; no other policy concerns identified.
No overboarding, attendance, independence, or TSR trigger concerns; strong stock outperformance versus peers clears all director election policy screens.
No overboarding, attendance, independence, or TSR trigger concerns; strong stock outperformance versus peers clears all director election policy screens.
All nine director nominees pass every policy screen. PRDO's 3-year total shareholder return of +187.3% outperforms the disclosed peer group median by +139.4 percentage points — far above the 50-point underperformance threshold that would trigger a vote against any director. Every director attended at least 75% of meetings, the board discloses a skills matrix, audit committee members have appropriate financial expertise, there are no independence concerns or familial relationships with management, and no director appears overboarded. The full slate earns a FOR vote.
Say on Pay
✓ FORCEO
Todd S. Nelson
Total Comp
$5,473,723
Prior Support
97%%
CEO total compensation of $5,473,723 is reasonable for a President and CEO of a ~$2.3 billion market cap education services company, and the prior year Say-on-Pay vote received approximately 97% shareholder support — well above the 70% threshold that would require a response. The pay structure is well-designed: roughly 78% of the CEO's target pay is variable (annual cash incentive plus long-term equity awards), comfortably exceeding the 50-60% policy minimum, with half of the equity tied to multi-year adjusted operating income performance goals that actually paid out at maximum only because the company significantly exceeded its financial targets. The company has a meaningful clawback policy, strong stock ownership requirements, no tax gross-ups, and double-trigger change-in-control provisions, all of which reflect sound governance.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing text does not include an extractable fee table with specific dollar amounts for audit and non-audit fees, so the non-audit fee ratio trigger cannot be calculated; per policy, when fee data cannot be confirmed the tenure trigger also cannot be confirmed, and absent confirmed data to fire either trigger the default vote is FOR. Grant Thornton is a large national firm appropriate for a $2.3 billion market cap company, and no material restatements are disclosed.
Overall Assessment
The 2026 Perdoceo annual meeting presents a clean ballot with no significant governance concerns. All nine director nominees pass every policy screen, the Say-on-Pay program is well-structured with strong performance linkage and near-unanimous prior shareholder support, and the auditor ratification clears the default threshold based on available information. The only proposal outside policy coverage is the new equity incentive plan approval, which is noted but not voted.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing