Elise Baskel
PERDOCEO EDUCATIONAbout Elise Baskel
Elise L. Baskel is Senior Vice President of Colorado Technical University (CTU), appointed effective January 20, 2022, after serving as CTU’s Chief Operating Officer since 2019; she joined Perdoceo in 2010 and previously held roles in university strategy and operations . She is 47, holds a BS in business administration from the University of Illinois at Urbana-Champaign and an MBA from Northwestern University’s Kellogg School of Management . Company performance context for her pay programs: operating income rose to $174.3 million in 2024 (from $150.4 million in 2023) while AIP AOI was $194.6 million versus a $166.0 million target, driving maximum annual incentive payouts; revenue declined 4.0% in 2024 and total student enrollments rose 20.0% (CTU +8.1%, AIUS +11.8%), and PRDO’s cumulative TSR value reached 145.08 (value of $100 initial investment) for 2019–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Perdoceo Education (CTU) | Senior Vice President – CTU | 2022–Present | Senior leadership of CTU operations |
| Perdoceo Education (CTU) | Chief Operating Officer | 2019–2022 | Operational leadership of CTU |
| Perdoceo Education | VP, University Strategy & Operations | 2016–2019 | Strategy and operations responsibilities |
| Insight to Action (consulting) | Project Director | 2008–2010 | Led teams conducting research in food & beverage industry |
| Sara Lee (brands) | Brand Manager | 2005–2007 | Brand management responsibilities |
| Prophet (brand consulting) | Engagement Manager | 2000–2005 | Engagement management in brand consulting |
External Roles
No external public-company board roles are disclosed for Ms. Baskel in PRDO’s proxy biographies .
Fixed Compensation
- Base salary: $389,125 in 2024; $380,625 in 2023; $346,774 in 2022 . Effective November 1, 2024, her base salary was increased 3.7% to $401,000, aligning with company-wide adjustments .
- Perquisites/other: 401(k) company match of $6,900 and dividend equivalents paid in 2024 upon vesting ($6,236) .
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $346,774 | $380,625 | $389,125 |
| Bonus ($) | $0 | $191,100 (broad-based retention/one-time per plan) | $113,750 (retention/one-time per plan) |
| Stock Awards ($) | $425,644 | $461,334 | $473,655 |
| Non-Equity Incentive ($) | $450,806 | $494,812 | $505,862 |
| All Other Compensation ($) | $6,100 | $6,600 | $13,136 |
| Total ($) | $1,229,324 | $1,534,471 | $1,495,528 |
Performance Compensation
Annual Incentive Plan (AIP)
AIP design for senior executives: 80% Company-wide Adjusted Operating Income (AOI), 20% individual goals; payouts capped at 200% .
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment Timing |
|---|---|---|---|---|---|
| Adjusted Operating Income (AIP AOI) | 80% | $166.0 million | $194.6 million | 200% | Paid in cash Q1 2025 |
| Individual Goals | 20% | Qualitative goals set annually | Achieved per Committee | 200% | Paid in cash Q1 2025 |
Elise Baskel’s AIP specifics: Target value 65% of base salary ($251.4k) with 2024 payout $505.9k based on maximum achievement and individual goals .
| Executive | AIP Target % | AIP Target $ | Financial Component Payout % | Individual Component Payout % | 2024 AIP Paid ($) |
|---|---|---|---|---|---|
| Elise L. Baskel | 65% | $251,400 | 200% | 200% | $505,900 |
Individual objectives for 2024 focused on student retention/outcomes, mission delivery, operating efficiencies, compliant/ethical execution, and leadership accountability .
Long-Term Incentive (LTI) Awards
50% time-based RSUs (stock-settled, vest 25% annually over four years), 50% performance-based RSUs (PSUs, stock-settled, cliff vest after 3 years with 0–200% of target based on two-year AOI performance and third-year minimum threshold) .
| Grant Year | Award Type | # of Units | Performance Metric | Vesting Schedule | Key Conditions |
|---|---|---|---|---|---|
| 2024 | RSU | 13,564 | N/A | 25% per year (2025–2028) | Continued employment |
| 2024 | PSU | 13,564 | AOI (2-year + yr-3 threshold) | Cliff on 3/14/2027 | 0–200% payout, yr-3 minimum threshold |
| 2023 | PSU | 33,676 | AOI | Cliff on 3/14/2026 | Performance at “applicable AOI” |
| 2022 | PSU | 40,888 | Adjusted EBITDA (with yr-3 threshold) | Vested 3/14/2025 | Achieved at 200% (max) |
Dividend equivalents accrue for unvested RSUs/PSUs and were paid upon vesting in 2024 ($6,236 for Ms. Baskel) .
Equity Ownership & Alignment
- Beneficial ownership: 21,212 shares as of March 28, 2025; less than 1% of shares outstanding .
- Unvested equity as of 12/31/2024:
| Category | Units | Market Value ($) at $26.47/share | Vest Date/Notes |
|---|---|---|---|
| 2024 RSUs (time-based) | 13,564 | $359,039 | 25% annually, 2025–2028 |
| 2023 RSUs (time-based) | 12,627 | $334,237 | 1/3 annually, 2025–2027 |
| 2022 RSUs (time-based) | 10,222 | $270,576 | 1/2 annually, 2025–2026 |
| 2024 PSUs (performance-based) | 13,564 | $359,039 | Cliff 2027, AOI-based |
| 2023 PSUs (performance-based) | 33,676 | $891,404 | Cliff 2026, AOI-based |
| 2022 PSUs (performance-based) | 40,888 | $1,082,305 | Vested 3/14/2025 at 200% |
- Stock ownership guidelines: SVPs must hold stock equal to 1.5× base salary; executives must retain 50% of net shares until in compliance; as of the most recent measurement, all designated officers (including SVPs) had attained the guideline .
- Hedging/pledging: Prohibited for covered persons (directors, executive officers, designated employees) .
Vesting cadence may create periodic liquidity events (e.g., 2022 PSUs vested 3/14/2025), but trading is governed by blackout windows and the Insider Trading Policy, which prohibits hedging, pledging, short sales and derivatives, and sets Rule 10b5‑1 guidelines .
Employment Terms
- Employment status: At-will; executives participate in PRDO’s Executive Severance Plan .
- Severance (SVPs under the plan): Lump sum equal to one year base salary plus target bonus; partially subsidized COBRA (up to one year); outplacement; subject to signing a release and at least one-year non-compete/non-solicit/confidentiality agreements (plan aims for Section 409A compliance) .
- Change in control: Double trigger (CIC + involuntary termination) accelerates RSU vesting and deems PSU performance at target; stock options become fully exercisable .
- Non-compete in LTI awards: 1–2 year post-termination restrictive covenants included with 2024 awards .
- Clawback policy: “No fault” clawback effective Dec 1, 2023—recoup excess incentive compensation following accounting restatements per SEC/Nasdaq rules .
Potential payments for Ms. Baskel (as of 12/31/2024 scenario):
| Scenario | Lump Sum Severance | COBRA Benefits | Outplacement | RSUs/PSUs Acceleration | Total |
|---|---|---|---|---|---|
| Involuntary (not for cause) | $653,931 | $14,371 | $7,500 | $0 | $675,802 |
| Change-in-control + involuntary | $653,931 | $14,371 | $7,500 | $2,373,538 (target assumption) | $3,049,340 |
| Death/Disability | $0 | $0 | $0 | $2,373,538 | $2,373,538 |
Compensation Structure Analysis
- Pay-for-performance alignment: AIP and PSUs are tied to AOI, with AIP payout scale from 0–200% and PSUs from 0–200% subject to third-year threshold; 2024 AIP paid at the maximum due to AOI overachievement .
- Mix: 50% time-based RSUs to support retention and 50% PSUs to emphasize performance; no stock options granted to Ms. Baskel in recent years per outstanding awards table .
- Governance practices: No tax gross-ups on severance/CIC, no option repricing without shareholder approval, stock ownership/retention requirements, and an independent compensation consultant (Pay Governance) advising the committee .
- Metric nomenclature: Company transitioned from Adjusted EBITDA to Adjusted Operating Income for incentives—non-substantive change intended for consistency .
Performance & Track Record
- 2024 individual goals for Ms. Baskel centered on student retention and academic outcomes, CTU mission delivery, operating efficiency, compliant/ethical operations, and leadership accountability; committee determined maximum achievement on the individual component .
- Company-level context: Operating income increased in 2024; total student enrollments grew, with CTU up 8.1%; PRDO cumulative TSR value at 145.08 across 2019–2024 period .
Compensation Peer Group (Benchmarking)
PRDO’s 2024 compensation decisions used a 16-company peer group across education/services/technology-enabled businesses, with size-adjusted survey data; the peer list included Adtalem, Grand Canyon Education, Strategic Education, Graham Holdings, Huron, Korn Ferry, Stride, UTI, Lincoln, APEI, Chegg, Kforce, Heidrick & Struggles, Skillsoft, WW International; 2U was removed due to insolvency .
Say-on-Pay & Shareholder Feedback
Say-on-Pay approval was ~97% at the 2024 Annual Meeting; PRDO conducted outreach to investors representing over 50% of shares outstanding during 2024–25, with no structural concerns raised on executive pay design; feedback was shared with the Board .
Related-Party & Risk Indicators
- Related party transactions: None requiring disclosure .
- Hedging/pledging: Prohibited for covered persons .
- Clawback: Effective Dec 1, 2023, “no fault” recoupment for restatements .
- Say-on-Pay: Strong approval (~97%) .
- Option repricing: Not permitted without stockholder approval .
Equity Vesting Calendar (Insider Selling Pressure Context)
| Award | Next Vest Dates | Approximate Portion |
|---|---|---|
| 2024 RSUs | 3/14/2026, 3/14/2027, 3/14/2028 | Remaining 75% (25% vested 3/14/2025) |
| 2023 RSUs | 3/14/2026, 3/14/2027 | Remaining 2/3 (1/3 vested 3/14/2025) |
| 2022 RSUs | 3/14/2026 | Remaining 1/2 (1/2 vested 3/14/2025) |
| 2024 PSUs | 3/14/2027 (cliff) | Subject to AOI performance and yr‑3 threshold |
| 2023 PSUs | 3/14/2026 (cliff) | Subject to AOI performance |
| 2022 PSUs | Vested 3/14/2025 | Achieved at 200% (max) |
Trading is subject to PRDO’s Insider Trading Policy (windows/blackouts and Rule 10b5-1 guidelines), with hedging/pledging banned .
Investment Implications
- Pay-for-performance discipline: With AIP and PSUs tied to AOI (and capped at 200%), incentive outcomes are sensitive to operational performance trends; 2024 max payouts reflect strong AOI execution, supporting confidence in near-term operations .
- Retention risk moderated: Meaningful unvested RSUs/PSUs and ownership guidelines increase stickiness; 2024 RSUs and 2023/2024 PSUs represent multi-year vesting tailwinds to retention, while 2022 PSUs vested at max in March 2025 .
- Alignment safeguards: Hedging/pledging prohibitions and a “no fault” clawback reduce misalignment/recoup risk; no tax gross-ups or option repricing policies are shareholder-friendly .
- CIC economics: Double-trigger vesting and target treatment of PSUs upon CIC + termination provide balanced protection without single-trigger windfalls; severance under the plan equals one year salary + target bonus for SVPs .