Alan Wheat
PERDOCEO EDUCATIONAbout Alan Wheat
Alan D. Wheat, age 73, has served as an independent director of Perdoceo Education Corporation since March 2021. A former U.S. Congressman, he chairs Wheat Shroyer Government Relations and brings deep public policy and coalition-building experience; he holds a B.A. from Grinnell College. He currently serves on the Compensation Committee and the Nominating & Governance Committee; PRDO’s committees are composed entirely of independent directors, and the Board requires at least two-thirds independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. House of Representatives | Member, MO-5 | Jan 1983–Jan 1994 | Youngest appointee to House Rules Committee; among the first African-Americans to represent a white-majority district |
| CARE (International NGO) | Vice President, Public Policy & Government Relations | Mar 1995–(not specified end) | Led government relations for global relief organization |
| Clinton–Gore Presidential Campaign | Deputy Campaign Manager | 1996 | Senior campaign leadership |
| Wheat Government Relations | Founder/Principal | 1998–2013 | Established bipartisan GR practice |
| Polsinelli LLC | Chair, Public Policy Practice | Sep 2013–Nov 2021 | Led law firm’s national public policy team |
| Wheat Shroyer Government Relations | Chair | 2021–Present | Manages bipartisan team of public policy professionals |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wheat Shroyer Government Relations | Chair | 2021–Present | Current external leadership role |
| Polsinelli LLC | Chair, Public Policy Practice | 2013–2021 | Former role |
| Other public company boards | None disclosed | — | No other public boards disclosed in PRDO proxy |
Board Governance
- Committee assignments (2025): Compensation Committee (member), Nominating & Governance Committee (member). Not a committee chair .
- Independence: PRDO committees are fully independent; at least two-thirds of Board must be independent .
- Attendance: Board met 6 times in 2024; each incumbent director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Skills matrix: Explicitly cited expertise in Educational Services & regulatory experience, Governance, and Cybersecurity .
Fixed Compensation
| Component | 2024 Amount/Terms | Detail |
|---|---|---|
| Annual cash retainer (independent director) | $80,000 | Paid quarterly; forfeiture of final quarterly payment if <75% attendance |
| Committee chair fees | $0 | Not a chair; chair fees are $20,000 (Comp/Compliance/N&G) or $25,000 (Audit) |
| Meeting fees | As applicable | $1,500 per meeting starting with the 18th meeting in the 12-month cycle |
| Equity grant (RSUs) | 6,256 RSUs (target value $125,000) | Granted at 2024 Annual Meeting; vest on June 14, 2025 subject to continued Board service through 2025 Annual Meeting |
| 2024 Director compensation (total) | $223,262 | Fees earned in cash: $80,000; Stock awards (grant-date fair value): $143,262 |
Performance Compensation
| Award Type | Performance Metrics | Vesting | Notes |
|---|---|---|---|
| Director RSUs | None (time-based) | Vest June 14, 2025, contingent on continued Board service through 2025 Annual Meeting | Annual director equity is time-based; no performance conditions |
Other Directorships & Interlocks
- No other public company directorships disclosed for Wheat; proxy highlights his external government relations leadership roles but does not list public company boards .
- PRDO reports no related-person transactions requiring disclosure and no relationships interfering with director independence .
Expertise & Qualifications
- Educational services and regulatory experience: Government relations, bipartisan Washington network; relevant in PRDO’s highly regulated industry .
- Governance: Board-level governance expertise recognized in skills matrix .
- Cybersecurity: Skills matrix flags cybersecurity expertise, contributing to Board oversight in Compliance & Risk areas .
Equity Ownership
| As of March 28, 2025 | Shares Owned | RSUs Vesting Within 60 Days | Options Exercisable Within 60 Days | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|---|
| Alan D. Wheat | 27,156 | — | — | 27,156 | <1% |
- Stock ownership guidelines (directors): Target = 3x base annual cash retainer; retain at least 75% of “net shares” until guideline achieved; as of the 2024 annual valuation, all independent directors were in compliance with retention requirements and the majority had attained the guideline .
- Hedging/pledging: Company policy prohibits short sales, margin purchases, pledging, and hedging (puts/calls/swaps/collars) by directors and other covered persons .
Governance Assessment
- Strengths:
- Independent director with regulatory/government relations expertise aligned to PRDO’s risk profile; active roles on Compensation and Nominating & Governance committees .
- Attendance and engagement: Board-wide compliance with ≥75% attendance; all directors attended 2024 AGM .
- Ownership alignment: Ongoing RSU grants and director stock ownership guidelines with retention requirements; hedging/pledging prohibited .
- No related-party transactions disclosed; committees are fully independent; clawback policy in place for executives; say-on-pay approved by ~97% in 2024, indicating shareholder support for compensation governance .
- Potential risk considerations:
- External GR leadership could create perceived conflicts if clients overlap with PRDO stakeholders; however, PRDO’s related-party review found no transactions requiring disclosure and no independence interference. No conflicts are disclosed in the proxy .
- RED FLAGS:
- None disclosed regarding attendance shortfalls, related-party transactions, hedging/pledging, or pay anomalies for directors .