Item 5.02. Departure of Directors or Certain Officers; Election of Directors,
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 20, 2022, Perdoceo Education Corporation (the "Company") announced
that, effective January 20, 2022 (the "Transition Date"), Todd Nelson
transitioned from his role as President and Chief Executive Officer of the
Company to the role of Executive Chairman of the Board of Directors (the
"Board"). Mr. Nelson will continue to serve the Company on a full-time basis as
Executive Chairman of the Board. On the same date, the Company announced that
Andrew Hurst, age 59, who is currently serving the Company as Senior Vice
President - Colorado Technical University, has been appointed by the Board to
serve as the Company's President and Chief Executive Officer, effective as of
the Transition Date. In connection with his appointment as President and Chief
Executive Officer, Mr. Hurst will replace Mr. Nelson as the Company's principal
executive officer. The Board also approved an increase in the size of the Board
to ten members, and the appointment of Mr. Hurst as a director, effective as of
the Transition Date. Mr. Hurst will serve as a director of the Company until the
Company's 2022 annual meeting of stockholders, or until his respective successor
is elected or qualified or until his earlier resignation or removal. In
connection with the appointment of Mr. Hurst as President and Chief Executive
Officer, the Board has appointed Elise Baskel, who is currently serving the
Company as chief operating officer of Colorado Technical University, to serve as
the Company's Senior Vice President - Colorado Technical University. Further, on
the Transition Date, the Company announced that Thomas Lally, formerly the
Company's Chairman of the Board, has been appointed by the Board to serve as the
Lead Director.
In connection with this transition, the Compensation Committee of the Board
approved an Amended and Restated Letter Agreement with Mr. Nelson (the "Amended
and Restated Letter Agreement"), and the following revised compensation
arrangements for Mr. Nelson effective January 20, 2022: (i) a base salary of
$700,000, (ii) an annual incentive target value of 125% of base salary, and
(iii) a long-term incentive target value of 300% of base salary. The foregoing
description of the Amended and Restated Letter Agreement is qualified in its
entirety by reference to the complete text of such agreement, which is attached
as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated by
reference herein.
In connection with this transition, the Compensation Committee of the Board
approved the following revised compensation arrangements for Mr. Hurst effective
January 20, 2022: (i) a base salary of $550,000, (ii) an annual incentive target
value of 85% of base salary, and (iii) a long-term incentive target value of
200% of base salary.
Biographical information regarding Mr. Nelson and Mr. Hurst is set forth in the
Company's proxy statement for its 2021 annual meeting of stockholders, as filed
with the U.S. Securities and Exchange Commission on April 20, 2021, and such
information is incorporated by reference herein. No arrangement or understanding
exists between Mr. Nelson and any other person pursuant to which Mr. Nelson was
selected to serve as Executive Chairman of the Company. No arrangement or
understanding exists between Mr. Hurst and any other person pursuant to which
Mr. Hurst was selected to serve as President and Chief Executive Officer or
director of the Company. There have been no related party transactions between
the Company or any of its subsidiaries and Mr. Nelson or Mr. Hurst reportable
under Item 404(a) of Regulation S-K. Neither Mr. Nelson nor Mr. Hurst have a
family relationship with any of our directors or executive officers.
A copy of the Company's press release regarding these appointments is furnished
herewith and attached hereto as Exhibit 99.1.
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 by reference herein.
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