Dennis Chookaszian

About Dennis H. Chookaszian

Dennis H. Chookaszian, age 81, has served as an independent director of Perdoceo Education Corporation (PRDO) since October 2002, bringing deep financial, risk, and governance expertise from leadership roles at CNA Financial and the Financial Accounting Standards Advisory Council (FASAC) . He is a former Chairman and CEO of CNA Insurance Companies, served as CNA’s CFO for 15 years, and chaired FASAC from 2007–2011; he holds a B.S. in chemical engineering (Northwestern), an MBA in finance (University of Chicago), an M.A. in economics (London School of Economics), is a CPA, and a Chartered Property Casualty Underwriter .

Past Roles

External Roles

Board Governance

• Independence and tenure: The Board determined all nominees other than the CEO are independent; Mr. Chookaszian is an independent director and has served since October 2002 (long tenure is a potential independence consideration) .
• Committee assignments (2024): Audit Committee member; Compliance & Risk Committee member; Nominating & Governance Committee member; not a chair .
• Financial expertise: The Board designated Mr. Chookaszian as an “audit committee financial expert” under SEC rules; all Audit Committee members are independent and financially literate .
• Attendance and engagement: The Board met six times in 2024 and each incumbent director attended at least 75% of Board and relevant committee meetings; all directors then serving attended the 2024 Annual Meeting .
• Committee/meeting cadence: 2024 committee meetings—Audit (8), Compensation (5), Compliance & Risk (4), Nominating & Governance (4) .
• Election results (2025 Annual Meeting): Votes for/against/abstain—Chookaszian 54,155,117/1,751,439/16,251; each nominee elected; Say-on-Pay approved 53,991,646/1,836,289/94,872 (for/against/abstain) .

Fixed Compensation

• Director cash retainer: Independent directors (other than the Chair) receive an annual cash retainer of $80,000; the independent Chair receives $180,000 after a $50,000 increase approved in Oct 2024; committee chair retainers: Audit $25,000; Compensation, Compliance & Risk, and Nominating & Governance $20,000 each; meeting fee of $1,500 applies starting with the 18th Board/Committee meeting per year .
• Attendance-based retainer safeguard: The final quarterly retainer payment is forfeited if a director does not meet a 75% attendance threshold; does not apply to meeting fees or equity awards .
• 2024 actual (Chookaszian): Cash fees $80,000; total compensation $223,262 .

Performance Compensation

• Annual equity framework: Each independent director received an annual RSU grant at the 2024 Annual Meeting with a $125,000 target value; for the 2024–2025 term this equated to 6,256 RSUs per director, vesting June 14, 2025, subject to continued Board service to the 2025 Annual Meeting .
• Outstanding awards (as of 12/31/2024): Options to purchase 73,075 shares; 6,256 RSUs; 14,619 deferred stock units (vested; deliverable at service end) .

Other Directorships & Interlocks

• Current public board: Pillarstone Capital REIT (REIT; commercial properties) .
• Prior public boards: CME Group (2004–2023); Allscripts (2010–2016); LoopNet (2006–2012); Maxar (2005–2019); Prism (2003–2017); Sapient (2003–2007) .
• No related-party transactions requiring disclosure were identified by the Board’s processes for the latest proxy period .

Expertise & Qualifications

• Financial reporting/regulatory: Former FASAC Chair; audit committee financial expert; extensive service on accounting bodies (AICPA Group of 100, FASB task forces) .
• Strategic/M&A: Advised on 100+ acquisitions/dispositions across career; provides structuring/valuation perspectives .
• Governance: Teaches corporate governance (UChicago Booth; CKGSB; IIPM; Northwestern Kellogg); broad multi-company board experience .
• Digital/IT & Cybersecurity: Prior CIO responsibilities at CNA and IT systems consulting at Deloitte; experience informs oversight of online programs/tech infrastructure and security .
• Marketing: Background in internet marketing and related board roles aids brand/marketing program oversight in a regulated education context .

Equity Ownership

• Beneficial ownership (as of March 28, 2025):
  • Shares owned: 98,424 (includes 7,000 held by spouse) .
  • Options exercisable within 60 days: 46,411 .
  • Vested DSUs (deliverable at separation): 14,619 .
  • Total beneficially owned: 159,454; less than 1% of shares outstanding .

• Stock ownership guidelines (directors): Target = 3x base cash annual retainer (excludes chair/committee retainers); directors must 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 .

Governance Assessment

• Strengths:

  • Deep financial reporting expertise (FASAC chair; audit committee financial expert) enhances audit oversight and internal control rigor .
  • Multi-committee service (Audit; Compliance & Risk; Nominating & Governance) plus broad governance/IT/cyber skillset aligns with PRDO’s online education and regulatory risk profile .
  • No related-party transactions disclosed; robust insider trading/hedging and clawback policies support alignment and risk mitigation .
  • Shareholder support: Re-elected with 54.2M “For” votes; Say-on-Pay approved, indicating broad investor confidence .

• Potential risk indicators and monitoring items:

  • Very long tenure (director since 2002) can raise independence refresh considerations in some governance frameworks; continued committee rotation and periodic board evaluations are relevant mitigants .
  • Age (81) underscores succession and refresh planning importance, though experience remains a significant asset for audit/financial oversight .
  • Legacy option overhang (73,075 options as of 12/31/2024) reflects older director pay practices; current compensation is predominantly cash + time-based RSUs, which is market-conforming for directors .

• Compensation and alignment view:

  • 2024 pay mix is balanced (cash retainer + annual RSUs), with ownership and retention guidelines and prohibitions on hedging/pledging supporting alignment with shareholders .
  • Attendance safeguard (potential forfeiture of final quarterly retainer below 75% attendance) incentivizes engagement; Board reported all incumbents met the threshold in 2024 .

• Bottom line: Mr. Chookaszian’s financial acumen, regulatory standard-setting background, and multi-committee participation bolster board effectiveness at PRDO; governance watchpoints center on tenure/refresh and ongoing evaluation of independence, with no disclosed conflicts or related-party exposures .