Perdoceo Education : Management Change/Compensation - Form 8-K

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 7, 2024, the Compensation Committee (the "Committee") of the Board of Directors of Perdoceo Education Corporation (the "Company") approved the 2024 Annual Incentive Plan (the "2024 AIP"). The 2024 AIP is similar to the Company's 2023 Annual Incentive Plan (the "2023 AIP") in all material respects. As with the 2023 AIP, the 2024 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 2024 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 2024 AIP and is qualified in its entirety by reference to the 2024 AIP, a copy of which is attached as Exhibit 10.1hereto and is incorporated herein by reference.

Other Compensation Matters

On March 7, 2024, the Committee approved compensation arrangements for Ashish Ghia, the Company's Chief Financial Officer. Mr. Ghia's base salary was increased 3.5% to $506,860, effective March 1, 2024.

On March 7, 2024, the Committee approved the following forms of award agreements under the Company's 2016 Incentive Compensation Plan (the "2016 Plan"):

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a form of time-based restricted stock unit agreement, which is attached as Exhibit 10.2.

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a form of performance-based restricted stock unit agreement, which is attached as Exhibit 10.3

The amount and terms of each award are determined by the Committee in its sole discretion and will be set forth in an individual's applicable award agreement. The current forms of award agreements were revised to allow for award recipients to accrue dividends (or the equivalent value of any dividends) on any unvested restricted stock unit awards. The remaining terms of the forms of award agreements are substantially consistent with the terms of the existing forms of award agreements under the 2016 Plan. The foregoing description of the award agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the forms attached hereto as Exhibits 10.2 and 10.3.

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