David Czeszewski
PERDOCEO EDUCATIONAbout David Czeszewski
David C. Czeszewski is Senior Vice President and Chief Information Officer (CIO) at Perdoceo Education Corporation, age 61, with a 24-year company tenure since joining in 2001. He holds a BA in business and computer studies from Lake Forest College and an MBA from Dominican University, with technology experience dating to 1986 across consumer electronics, financial services, software, and postsecondary education; prior roles include VP of Product Development at Commerx, Inc. . As CIO, he provides quarterly cybersecurity updates to the Board, covering threat landscape, security program assessments, and project status, and the Company maintains a formal information security policy, annual training, third‑party assessments, and cyber insurance . Firm performance context: the Company’s 2024 Adjusted Operating Income (AIP AOI) was $194.6M vs. $166.0M target (max payout), while 2024 TSR (value of $100 investment) was $145.08; student enrollments rose 20% YoY, operating income reached $174.3M, and revenue declined 4% given mix shifts and USAHS timing .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Perdoceo Education Corporation | Senior Vice President, Chief Information Officer | Not disclosed | Enterprise technology leadership; board‑level cybersecurity reporting and risk oversight |
| Perdoceo Education Corporation | Interim Chief Information Officer | 2013 | Stabilized CIO function; led enterprise IT strategy during leadership transition |
| Perdoceo Education Corporation (Online Education Group) | Chief Information Officer | 2005–2006 | Drove online program technology; admissions effectiveness and personalized learning enablement |
| Perdoceo Education Corporation | Chief Technology Infrastructure Officer | Not disclosed | Managed enterprise infrastructure and service management; datacenter centralization and WAN build |
| Perdoceo Education Corporation | Vice President of Strategic Development | Not disclosed | Led internet development focused on admissions effectiveness and growth analytics |
| Perdoceo Education Corporation | Director of Project Office/Major Projects | Not disclosed | Oversaw enterprise student system upgrade, datacenter centralization, and network programs |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Commerx, Inc. | Vice President, Product Development | Not disclosed | Built eBusiness network products optimizing supply chains; product leadership prior to Perdoceo |
Fixed Compensation
- Individual base salary and bonus details for the CIO are not disclosed in the proxy; Perdoceo’s senior executive pay framework uses base salary plus an annual incentive plan (AIP) with 80% company‑wide Adjusted Operating Income (AOI) and 20% individual goals, capped at 200% of target .
- Stock ownership guidelines for executive officers require the CIO (SVP level) to hold shares equal to 1.5x base salary, with a 50% “net shares” retention requirement until compliant; as of the latest measurement, all designated officers had attained their guidelines .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| AIP: Adjusted Operating Income (Company-wide) | 80% | $166.0M | $194.6M | 200% | AIP payout scale from 0% to 200% based on AOI variance to plan |
| AIP: Individual Goals | 20% | Not disclosed (exec-specific) | Not disclosed (exec-specific) | Capped at AOI payout% | Qualitative objectives (strategy, compliance, operations); cannot exceed AOI % |
| LTI: RSUs (time-based) | 50% of LTI mix | Award size not disclosed (exec-specific) | N/A | N/A | Vests annually in four equal installments (typical vest dates around March 14) |
| LTI: PSUs (performance-based) | 50% of LTI mix | Two-year AOI measure; third-year threshold | Company-level design | 0%–200% of target | Cliff vest after 3 years; third-year AOI threshold reduces vest to 50% if minimum not met |
Notes:
- The AIP AOI definition is operating income before D&A, certain legal fees, asset impairments, and plan adjustments per Compensation Committee design .
- The LTI plan is granted under the Amended & Restated 2016 Plan; PSUs are settled in stock with dividend equivalents accruing and paid upon vesting; post-termination covenants (non-compete, non-solicit, non-disclosure) typically 1–2 years for executives .
Equity Ownership & Alignment
| Policy/Item | Details |
|---|---|
| Stock Ownership Guidelines (Executives) | CEO 5x salary; CFO 3x; SVPs 1.5x; retain 75% “net shares” (CEO) / 50% (others) until compliant; all designated officers have attained guideline per latest measurement |
| Hedging & Pledging | Prohibited for covered persons (directors, executive officers, designated employees), including short sales, margin purchases/borrowing, pledging, and derivatives (puts/calls/swaps/collars); limited entity exception at Board’s discretion |
| Clawback | “No-fault” clawback of incentive compensation upon any financial restatement under SEC/Nasdaq rules; applies to current/former executive officers; recoup excess vs. restated outcomes |
| Insider Trading Policy | Blackouts/trading windows; Rule 10b5‑1 compliance guidelines; prohibits trading while aware of MNPI |
- Beneficial ownership detail (shares owned, RSUs/options) for the CIO is not specifically disclosed in the Security Ownership table (which lists directors and NEOs only) .
Employment Terms
- Executive Severance Plan: For designated executive officers, lump-sum severance equal to one year base salary plus target annual incentive, subsidized COBRA to align with active employee rates through the severance period, and Company-paid outplacement; requires signing a release and at least one‑year non-compete/non-solicitation/confidentiality agreement (Section 409A compliant) .
- 2016 Plan CIC treatment: Double trigger—upon change in control and involuntary termination not for cause within 24 months, stock options become fully exercisable and RSUs fully vest; PSUs vest with performance deemed met at target .
- LTI restrictive covenants: 1–2 year post-termination non-compete/non-solicit/non-disclosure embedded in executive awards .
- Governance protections: No tax gross-ups on severance/CIC; no option repricing without shareholder approval; dividends accrue on unvested RSUs/PSUs and pay only if awards vest .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR ($100 initial value) | $68.68 | $63.95 | $75.58 | $96.74 | $145.08 |
| Net Income ($M) | $124.3 | $109.6 | $95.9 | $147.7 | $147.6 |
| Adjusted Operating Income (AIP AOI) ($M) | $170.6 | $183.6 | $175.8 | $199.2 | $194.6 |
- 2024 operating highlights: Operating income rose to $174.3M; total student enrollments increased 20% YoY; revenue decreased 4% due to CTU and AIUS declines partially offset by USAHS December contribution; ongoing investment in personalized learning (intellipath®), data analytics, and AI-based solutions to support retention/engagement .
- Cyber oversight: CIO presents cybersecurity updates at each quarterly Board meeting; Compliance & Risk Committee monitors information security quarterly; Board leverages directors with cybersecurity experience; Company conducts CIS Controls-based assessments and requires annual IT security awareness training .
Compensation Structure Analysis
- Pay-for-performance emphasis: Senior executive AIP and PSUs are tied to AOI; payout scales are explicit and capped; performance share vesting requires sustained multi-year AOI; dividends accrue only upon vesting, aligning realized value with performance .
- Governance strength: No CIC gross-ups, clawback policy implemented, hedging/pledging prohibited, no option repricing without shareholder approval; Say-on-Pay approval ~97% in 2024 and ongoing investor engagement .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay: Approved by approximately 97% of votes cast (excluding abstentions/broker non‑votes); Company conducted outreach to holders representing >50% of shares; no structural concerns raised; feedback shared with the Board .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Ownership guideline multiple (SVP) | 1.5x base salary; 50% “net shares” retention until met |
| Compliance status | All designated officers have attained their guideline as of latest measurement |
| Pledging/Hedging | Prohibited for covered persons (including executive officers) |
Employment Terms (Detailed)
- Executive Severance Plan economics: Base + target bonus lump sum; COBRA subsidy; outplacement; release and restrictive covenants required (≥1 year) .
- CIC & equity: Double‑trigger vesting; PSUs treated at target upon CIC + qualifying termination; options/RSUs fully vest .
- LTI covenants: PSUs/RSUs include 1–2 year non-compete/non-solicit post‑termination .
- Insider Trading & 10b5‑1: Policy prohibits trading on MNPI, sets blackout/trading windows, and defines permissible pre‑planned trading arrangements .
Investment Implications
- Strong alignment and low pledging risk: Ownership guidelines and hedging/pledging prohibitions reduce misalignment and forced‑sale pressure (positive for long‑term holders) .
- Incentive design drives retention but can amplify selling windows: Four‑year RSU vesting and three‑year PSU cliffs concentrate potential sellable events around typical March 14 vest dates; monitor Form 4s near vesting for insider supply signals .
- Focused performance metric (AOI): Uniform AOI across AIP and PSUs creates clarity and accountability; 2024 max AIP payout indicates operational outperformance—beneficial for execution signals in his domain (student tech, cybersecurity, analytics) .
- Standard severance/CIC protections: Executive Severance Plan and double‑trigger CIC vesting are market‑typical; no gross‑ups mitigate governance risk; clawback adds downside discipline .
Note: Individual compensation and ownership specifics for the CIO are not disclosed in the proxy; the above analysis relies on Company-wide executive program design and policies, which apply to executive officers including the CIO .