Ashish Ghia
PERDOCEO EDUCATIONAbout Ashish Ghia
Ashish R. Ghia is Senior Vice President, Chief Financial Officer, and Treasurer of Perdoceo (PRDO). He has served as CFO since March 1, 2018 and Treasurer since December 27, 2021; he joined the Company in 2008 and previously held FP&A leadership roles, including VP Finance and VP FP&A. He holds a Bachelor of Commerce from the University of Mumbai, an MBA from Georgia State University, and is a certified public accountant; age 48 as of March 28, 2025 . Company performance metrics tied to his compensation include Adjusted Operating Income (AOI) for both annual incentives and PSUs; 2024 AOI exceeded target and paid at 200%, and 2022 PSU awards vested at maximum based on LTI EBITDA results; company cumulative TSR (value of $100 investment) reached $145.08 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Perdoceo Education Corporation | CFO | Mar 1, 2018 – Present | Leads finance, capital allocation, and strategic planning; AOI-centric incentive design |
| Perdoceo Education Corporation | Treasurer | Dec 27, 2021 – Present | Oversees treasury management and liquidity |
| Perdoceo Education Corporation | Interim CFO | Sep 21, 2017 – Feb 28, 2018 | Transition leadership of finance |
| Perdoceo Education Corporation | Assistant Treasurer | Aug 2016 – Dec 27, 2021 | Treasury support and controls |
| Perdoceo Education Corporation | VP Finance | Since Feb 2016 | Advanced finance leadership responsibilities |
| Perdoceo Education Corporation | VP Financial Planning & Analysis | Oct 2012 – Jan 2016 | Budgeting, forecasting, analytics |
| Sears Holdings Corporation | Business Finance Manager | 2006 – 2008 | Business unit finance management |
| PricewaterhouseCoopers LLP; Ernst & Young | Associate positions | Not disclosed | Early career audit/finance experience |
External Roles
No external public company directorships disclosed in the proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 462,000 | 485,833 | 504,003 |
| All Other Compensation ($) | 6,100 | 6,600 | 23,473 (includes dividend equivalents and 401(k) match) |
| AIP Target (% of Base) | Not disclosed | 90% | 90% |
| Base Salary set for 2024 ($000s) | — | — | 506.9 (effective Mar 1, 2024; 3.5% increase) |
| 2025 Compensation Change | — | — | LTIP target increased to 180% of base for 2025 |
Performance Compensation
Annual Incentive Plan (AIP) – Structure and 2024 Outcomes
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment |
|---|---|---|---|---|---|
| Adjusted Operating Income (AIP AOI) | 80% | $166.0M | $194.6M | 200% | Cash; paid Q1 2025 |
| Individual Goals | 20% | 100% scale | 200% (capped by AOI payout) | 200% | Cash; paid Q1 2025 |
| CFO AIP Target ($000s) | — | $456.2 | — | $907.2 | Paid Q1 2025 |
Definitions: AIP AOI excludes D&A, certain legal fees, and acquisition-related items; reconciliation from GAAP operating income ($174.253M) to AIP AOI ($194.641M) provided in proxy .
Long-Term Incentive – RSUs and PSUs (2024 Grants)
| Grant Type | Grant Date | Units (#) | Grant Date Fair Value ($) | Vesting Schedule | Performance Metric |
|---|---|---|---|---|---|
| Time-based RSUs | 03/07/2024 | 22,755 | 397,302 | 4 equal annual installments | n/a |
| Performance-based RSUs (PSUs) | 03/07/2024 | 22,755 target; 11,378 threshold; 45,510 max | 397,302 (at target) | 3-year cliff; 0–200% vest | Company-wide AOI with year-3 minimum threshold |
| CFO LTI Target (% of Base; 2024) | — | 160% | — | Split 50% RSUs / 50% PSUs | — |
2022 PSU Cycle – Certified at Maximum (Vested March 14, 2025)
| Performance Measure | Target 2022–2023 LTI EBITDA | Actual 2022–2023 | Target 2024 LTI EBITDA | Actual 2024 | Outcome |
|---|---|---|---|---|---|
| LTI EBITDA ($ millions) | 270.0 | 360.5 | 65.0 | 197.9 | Vested at maximum on 3/14/2025; CFO received 61,024 PSUs |
Multi-Year Compensation Mix (SCT items)
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards (Grant Date FV) | 635,260 | 747,773 | 794,605 |
| Non-Equity Incentive (AIP paid) | 739,200 | 874,500 | 907,206 |
| Bonus (One-time/Retention) | — | 176,000 (retention) | 1,176,000 (includes $1,000,000 USAHS acquisition bonus + retention) |
| Total Compensation | 1,842,560 | 2,290,706 | 3,405,287 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 28, 2025)
| Shares Owned | RSUs Vesting Within 60 Days | Stock Options Exercisable Within 60 Days | Total Beneficially Owned | Percent of Class |
|---|---|---|---|---|
| 118,939 | — | 6,236 | 125,175 | <1% (denoted *) |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Time-based RSUs Unvested (#) | PSUs Unearned (#) | Options Exercisable (#) | Exercise Price ($) | Option Expiration |
|---|---|---|---|---|---|
| 03/07/2024 | 22,755 | 22,755 | — | — | — |
| 03/07/2023 | 20,469 | 54,580 | — | — | — |
| 03/08/2022 | 15,256 | 61,024 | — | — | — |
| 03/08/2021 | 3,935 | — | — | — | — |
| 03/06/2018 | — | — | 12,472 | 13.80 | 03/06/2028 |
Ownership Policies and Restrictions
- Executive stock ownership guidelines: CFO required to hold stock equal to 3x base salary; retention of 50% of net shares from awards until guideline met; all designated officers have attained their guideline as of the most recent measurement .
- Insider Trading Policy prohibits short sales, margin loans, pledging, and hedging (puts/calls/swaps/collars); includes blackout periods, trading windows, and 10b5-1 guidelines .
- Clawback policy (effective Dec 1, 2023) is “no-fault” and requires recoupment of incentive compensation after accounting restatements when payouts would have been lower under restated results .
Employment Terms
Severance and Change-in-Control (CIC) Economics (as of Dec 31, 2024)
| Scenario | Lump Sum Severance ($) | COBRA ($) | Outplacement ($) | RSUs ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary Not for Cause | 960,463 | 7,576 | 7,500 | — | 975,539 |
| Change in Control + Involuntary Termination | 960,463 | 7,576 | 7,500 | 3,784,469 (full vest; PSUs at target) | 4,760,008 |
Key plan features:
- Severance Plan pays a lump sum equal to one year salary + target bonus, plus partially subsidized COBRA and outplacement; requires a release and at least one-year non-solicit, non-compete, and confidentiality agreement (Separation Agreement) .
- Equity under CIC: double-trigger acceleration; options fully exercisable and RSUs fully vested; PSUs vest at target .
- No individual change-in-control agreements, no tax gross-ups on severance/CIC payments; no option repricing without stockholder approval .
Performance & Track Record Signals
- 2024 annual incentives paid at maximum (200% of target) on AOI overachievement; CFO’s payout was $907.2k, reflecting strong operating execution .
- 2022 PSUs vested at maximum on March 14, 2025 based on multi-year LTI EBITDA outperformance; CFO vested 61,024 shares, increasing potential share supply subject to trading windows and retention ratios .
- One-time $1,000,000 acquisition bonus in 2024 recognized extraordinary efforts in the USAHS acquisition and integration readiness—a material strategic initiative .
- Pay versus performance: Company TSR (value of $100 investment) rose to $145.08 in 2024; AOI was the primary financial measure linking compensation to performance in 2023–2024 .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval ~97%; investor outreach invited holders of >50% of outstanding shares; feedback indicated no structural concerns with the compensation program .
Compensation Structure Analysis
- Balanced cash/equity mix with 50% PSUs and capped payouts; AIP and PSUs both tied to AOI, tightening pay-for-performance alignment .
- Shift in 2025 to increase CFO LTIP target from 160% to 180% indicates greater equity-at-risk weighting; retention RSUs continue to vest over four years .
- Clawback “no-fault,” hedging/pledging prohibitions, and ownership guidelines/retention ratios mitigate misalignment and trading risks .
Investment Implications
- Alignment: High linkage to AOI in both AIP and PSUs, capped payouts, and robust clawback/anti-hedging/pledging policies support pay-for-performance and lower governance risk .
- Retention and selling pressure: Significant unvested equity plus maximum vesting of 2022 PSUs (61,024 shares) may create episodic selling capacity; mitigated by retention ratios (50% net shares until guideline met) and trading window controls; all designated officers are currently in compliance with ownership guidelines .
- Change-in-control protections: Double-trigger vesting and market-aligned severance (salary + target bonus) avoid single-trigger windfalls while ensuring continuity; no tax gross-ups .
- Execution signals: 2024 AOI max payout and acquisition bonus for USAHS reflect operational overdelivery and strategic M&A execution; continued AOI targeting suggests stability in incentive design and focus on disciplined operations .