Greg Jansen
PERDOCEO EDUCATIONAbout Greg Jansen
Greg E. Jansen, age 50, is Senior Vice President, General Counsel and Corporate Secretary of Perdoceo Education Corporation (PRDO), appointed March 16, 2022; he joined PRDO in 2005 after practicing corporate and M&A law at Katten Muchin Rosenman. He holds a B.A. from Illinois Wesleyan University and a J.D. from the University of Minnesota Law School . During 2024, PRDO’s operating income rose to $174.3M from $150.4M, while cumulative TSR since 12/31/2019 reached $145.08 vs. $105.11 for the peer group; management executed the USAHS acquisition, with Jansen’s 2024 goals explicitly including acquisitions and integration, legal contingencies, and cost‑effective legal/regulatory support . PRDO’s annual and long-term incentives are tied primarily to Adjusted Operating Income (AOI), which paid at the 200% cap for 2024, reflecting strong operating execution .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Perdoceo Education Corporation | SVP, General Counsel & Corporate Secretary | 2022–present | Lead counsel; M&A execution/integration; oversight of legal contingencies and regulatory support |
| Perdoceo Education Corporation | VP & Deputy General Counsel | 2011–2022 | Corporate and securities, compliance, M&A support |
| Perdoceo Education Corporation | Associate General Counsel | 2005–2011 | Corporate/securities and transactions |
| Katten Muchin Rosenman | Corporate Associate (M&A, securities, PE) | pre‑2005 | Public and private M&A, corporate governance, securities |
External Roles
No public company directorships or external board roles disclosed in Company filings .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | AIP Target ($) | Actual AIP Paid ($) | Other Cash Bonuses ($) | Notes |
|---|---|---|---|---|---|---|
| 2025 | 412,000 | — | — | — | — | Base increased effective Mar 1, 2025 |
| 2024 | 388,500 | 65% | 252,525 | 505,050 | 720,250 | AIP paid at 200%; bonuses include $600,000 one‑time acquisition bonus + $120,250 retention tranche |
| 2023 | 385,417 | 65% | — | 501,042 | 257,950 | Bonus comprised of retention/performance bonuses per footnotes |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Component | Weight | Target/Measure | Actual/Result | Payout |
|---|---|---|---|---|
| AOI | 80% | AOI target $166.0M | AOI actual $194.6M | 200% |
| Individual Goals | 20% | CEO‑set qualitative objectives | Achieved maximum | 200% |
| Jansen AIP payout | — | Target $252.5k | Payout factor 200% | $505.1k |
Key AIP mechanics: payout scale ranges 0–200% of target; individual component cannot exceed AOI component payout; eligible earnings based on base salary .
Long‑Term Incentives (LTI)
| Grant Year | Instrument | Grant Date | Shares Granted | Vesting | Performance Metric | Target LTI Value ($) |
|---|---|---|---|---|---|---|
| 2024 | Time‑based RSUs | 03/07/2024 | 13,626 | 25% annually 2025–2028 | — | 237,910 |
| 2024 | Performance‑based RSUs | 03/07/2024 | 13,626 | Cliff 3/14/2027 | AOI over 2 years with 3rd‑year threshold; 0–200% payout | 237,910 |
| 2023 | Performance‑based RSUs | 03/07/2023 | 33,828 | Cliff 3/14/2026 | AOI | — |
| 2022 | Performance‑based RSUs | 03/08/2022 | 43,224 | Vested 3/14/2025 at 200% | Adjusted EBITDA (with 3rd‑year threshold) | — |
Dividend equivalents on unvested RSUs/PSUs are paid upon vesting; Jansen received $7,498 in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 74,795 PRDO shares as of Mar 28, 2025 |
| Shares outstanding (for context) | 65,533,553 as of record date (Mar 28, 2025) |
| Ownership as % of outstanding | ~0.11% (74,795 / 65,533,553) |
| Unvested time‑based RSUs (12/31/24) | 13,626 (2024 grant); 12,684 (2023 grant); 10,806 (2022 grant); 2,780 (2021 grant) |
| Unvested PSUs (12/31/24) | 13,626 (2024; vests 2027, AOI); 33,828 (2023; vests 2026, AOI); 43,224 (2022; vested 3/14/2025 at 200%) |
| Market value reference (12/31/24 close) | $26.47 per share used in award table valuations |
| Stock options | None outstanding for Jansen (no options listed) |
| Pledging/hedging | Prohibited under insider trading policy |
| Ownership guidelines | SVPs: 1.5× base salary; retain 50% net shares until met; all current designated officers at target |
Vesting & Selling Pressure Monitor
| Date / Window | Event | Amount/Terms |
|---|---|---|
| 03/14/2025 | 2024 TB RSUs 25% vest; 2023 TB RSUs 1/3 vest; 2022 TB RSUs 1/2 vest; 2022 PSUs vested at 200% | See award counts above |
| 03/14/2026 | 2024 TB RSUs next 25%; 2023 TB RSUs next 1/3; 2022 TB RSUs final 1/2; 2023 PSUs cliff vest (subject to AOI) | |
| 03/14/2027 | 2024 TB RSUs next 25%; 2024 PSUs cliff vest (subject to AOI + 3rd‑year threshold) | |
| 03/14/2028 | 2024 TB RSUs final 25% | |
| 10b5‑1 plan (adopted 11/15/2024) | Sells 60% of net vested shares upon vesting of PSUs/RSUs through 11/14/2025 | Structured selling of new vests |
| 10b5‑1 plan (adopted 05/09/2025) | Sales between 08/08/2025 and 01/09/2026 of up to 30,234 owned shares | Potential ~40% of owned shares (as of 3/28/25) |
Note: PRDO prohibits pledging; 10b5‑1 plans indicate pre‑programmed, window‑compliant selling to manage liquidity/taxes .
Employment Terms
| Provision | Terms (Jansen) |
|---|---|
| Employment status | At‑will; no fixed‑term contract |
| Severance (involuntary, not for cause) | Lump sum = 1× base salary + 1× target bonus; partially subsidized COBRA for 12 months; outplacement assistance; subject to release and at least 1‑year non‑compete/non‑solicit/confidentiality |
| Potential cash severance (12/31/24 scenario) | $641,025 lump sum; $22,604 COBRA; $7,500 outplacement; total $671,129 (excludes equity) |
| Equity on death/disability | Unvested RSUs/PSUs vest; value reference $2,436,511 at 12/31/24 price assumptions |
| Change‑in‑control (CIC) | 2016 Plan is double‑trigger: upon CIC + qualifying termination within 24 months, options exercisable and RSUs vest; PSUs deemed at target |
| CIC treatment in tables | Severance Plan itself has no CIC cash term; tables treat CIC terminations as involuntary not for cause for cash severance |
| Clawback | “No‑fault” recoupment for restatements under SEC/Nasdaq rules (effective 12/1/2023) |
| Hedging/pledging | Prohibited for covered persons |
| LTI restrictive covenants | 2024 LTI included one‑ or two‑year post‑termination non‑compete/non‑solicit/non‑disclosure |
| Tax gross‑ups | No tax gross‑ups on CIC or severance |
Compensation Structure Analysis
- High at‑risk mix with AIP and PSUs tied to AOI; 2024 AIP paid at max (200%) given AOI outperformance; one‑time acquisition bonus ($600k) rewards M&A execution on USAHS, indicating emphasis on strategic transactions .
- Equity shifted toward RSUs/PSUs (no options outstanding), reducing risk of option repricing and aligning to operating performance; dividends accrue as equivalents only upon vesting .
- Strong governance: 97% Say‑on‑Pay support in 2024; independent comp consultant; explicit clawback; anti‑hedging/pledging; ownership guidelines in compliance .
Risk Indicators & Red Flags
- Related party transactions: none requiring disclosure in proxy .
- Estimate of selling pressure: two active Rule 10b5‑1 plans through early 2026 could create modest, programmatic insider sales; however, structured plans mitigate timing concerns .
- Retention risk mitigants: multi‑year vesting and significant unvested equity value as of 12/31/24 (e.g., ~$2.44M PSUs plus time‑based RSUs) create strong “golden handcuffs” .
Say‑on‑Pay & Shareholder Feedback (Company context)
- 2024 Say‑on‑Pay approved by ~97% of votes cast; investor outreach indicated no structural concerns about executive pay design .
Compensation Peer Group (Company context)
- Market benchmarking against a 16‑company comparison group (e.g., STRA, ATGE, GHC, GCE, STRIDE, etc.); size‑adjusted to median using Pay Governance methodologies .
Investment Implications
- Pay-for-performance alignment: Jansen’s incentives (AIP and PSUs) are tightly linked to AOI and vesting hurdles; 2024 max AIP and 2022 PSU max vest suggest compensation is responsive to operating performance—supportive of alignment .
- Selling pressure: Two 10b5‑1 plans (one for net vests through Nov 2025; one for up to 30,234 shares through Jan 2026) imply a steady supply of shares, but plan‑based sales (vs. discretionary) reduce signaling risk; monitor Form 4s for executions around key vest dates .
- Retention and execution: Moderate cash severance (1× base+target) but meaningful unvested equity, combined with ongoing vesting cadence, lower near‑term departure risk; governance policies (no pledging/hedging, clawback, ownership guidelines) further align behavior with shareholders .
- Strategic capability: Jansen’s remit includes M&A and legal/regulatory risk management; 2024 objectives and one‑time acquisition bonus evidence his role in executing USAHS—relevant for continued inorganic growth strategy .