Kenda Gonzales
PERDOCEO EDUCATIONAbout Kenda Gonzales
Independent director at Perdoceo Education Corporation (PRDO) since October 2016; age 67; career CFO with deep audit/finance expertise and prior industry experience in for‑profit education. She previously served as CFO of Apollo Group (now Apollo Education Group), UDC Homes, Continental Homes, and Harrison Properties; she holds a B.Acc. from the University of Oklahoma and is a CPA . The Board has affirmatively determined she is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harrison Properties LLC (Phoenix) | Chief Financial Officer | Jun 2007 – Aug 2017 | Industrial real estate finance leadership |
| Apollo Group, Inc. (Apollo Education Group) | Chief Financial Officer | Oct 1998 – Nov 2006 | Public company CFO in for‑profit education |
| UDC Homes Inc. | Senior Executive Vice President & Chief Financial Officer | Jul 1996 – Aug 1998 | Transactional finance and reorganizations |
| Continental Homes Holding Corp. | Senior Vice President & Chief Financial Officer | May 1985 – Jul 1996 | Corporate finance leadership |
| Peat, Marwick, Mitchell & Co. | Auditor (career start) | — | CPA foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gigi’s Playhouse of Phoenix | Board member | Current | Non‑profit board service |
| Main Street Restaurant Group, Inc. (public, former) | Independent Director; Audit Committee Chair | 2003 – 2006 | Former public company directorship |
| Arizona Board of Regents | Community Expert member; Audit Committee Chair | 2009 – 2015 (Chair 2010 – 2013) | State higher‑ed governance |
Board Governance
- Current PRDO committees: Audit Committee Chair; member, Compliance & Risk Committee .
- Audit Committee financial expert: The Board determined Ms. Gonzales qualifies as an “audit committee financial expert” under SEC rules .
- Independence: Board determined all nominees other than the CEO are independent; applies to Ms. Gonzales .
- Attendance and engagement: Board met 6 times in 2024; each incumbent director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting . Committee meeting counts in 2024: Audit (8), Compensation (5), Compliance & Risk (4), Nominating & Governance (4) .
- Shareholder mandate: Re‑elected with strong support—2025 votes For/Against/Abstain: 55,747,521 / 157,697 / 17,589; 2024 votes For/Against/Abstain: 53,129,088 / 393,365 / 5,238 .
Fixed Compensation
Program structure for independent directors (2024):
- Annual retainer: $80,000 (Chairman: $180,000) .
- Committee chair retainers: Audit $25,000; Compensation/Compliance & Risk/Nominating & Governance $20,000 .
- Meeting fees: $1,500 per meeting for each Board/Committee meeting starting with the 18th in the 12‑month period post‑annual meeting .
- Attendance gate: Forfeiture of final quarterly retainer if <75% attendance (excludes meeting fees and equity) .
2024 actual director pay (Ms. Gonzales):
| Component | Amount |
|---|---|
| Cash fees (retainer + chair fees) | $105,000 |
| Equity grant (RSUs, grant date fair value) | $143,262 |
| Total | $248,262 |
Performance Compensation
- Annual equity: Each independent director received RSUs at the 2024 annual meeting with a $125,000 target value; for 2024–2025 term the grant was 6,256 RSUs per director, vesting June 14, 2025, subject to continuous Board service through the 2025 annual meeting .
- Grant timing: Awards made on the date of the 2024 Annual Meeting (May 23, 2024) .
- Structure: Time‑based only; no performance metrics apply to director equity awards .
Detailed equity award data:
| Item | Detail |
|---|---|
| 2024 Director RSUs | 6,256 RSUs; vests 6/14/2025; service‑based |
| 2024 Equity value (grant date fair value) | $143,262 |
| Outstanding stock options (12/31/24) | 34,590 options to purchase PRDO common stock |
Other Directorships & Interlocks
- Current public company boards: None disclosed .
- Prior public company board: Main Street Restaurant Group, Inc. (former), Audit Chair .
- Interlocks/conflicts: Company states no related‑party transactions requiring disclosure and no relationships that would impair director independence .
Expertise & Qualifications
- Skills matrix flags for Ms. Gonzales: Educational services/regulatory; Strategic planning & growth; Investment/financial expertise .
- Board‑designated audit committee financial expert .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares owned (common) | 32,760 |
| Options exercisable within 60 days | 34,590 |
| RSUs vesting within 60 days | — (none shown) |
| Total beneficial ownership | 67,350 shares (includes options) |
| % of shares outstanding | Less than 1% (asterisk in proxy) |
Ownership alignment and policies:
- Director stock ownership guideline: 3× base annual retainer; retain at least 75% of “net shares” from equity awards until guideline met; majority of independent directors had attained guideline as of the 2024 valuation; all were in compliance with retention requirements .
- Hedging/pledging: Company policy prohibits short sales, pledging, and hedging (puts, calls, swaps, collars) by directors .
Governance Assessment
- Board effectiveness: Audit Chair and SEC‑defined financial expert with long CFO tenure—strong fit for PRDO’s risk, audit, and financial oversight needs .
- Shareholder support: High re‑election margins and strong Say‑on‑Pay approvals (2025 Say‑on‑Pay For 53,991,646 vs Against 1,836,289; 2024 For 51,573,537 vs Against 1,768,833) indicate broad investor confidence in governance and pay programs .
- Conflicts/related‑party exposure: No related‑party transactions requiring disclosure and independence affirmed; insider policy prohibits hedging/pledging, reducing alignment risks .
- Compensation alignment: Director pay mix is balanced (cash retainer + time‑based RSUs), with attendance gate on final retainer; equity is service‑based, not performance‑based—standard for directors and aligns with long‑term ownership .
Appendices
Committee Assignments Snapshot (2024–2025)
| Committee | Role |
|---|---|
| Audit Committee | Chair |
| Compliance & Risk Committee | Member |
Shareholder Vote Outcomes (Context)
| Item | 2025 Result | 2024 Result |
|---|---|---|
| Kenda B. Gonzales—Director election | For 55,747,521; Against 157,697; Abstain 17,589; Elected | For 53,129,088; Against 393,365; Abstain 5,238; Elected |
| Say‑on‑Pay | For 53,991,646; Against 1,836,289; Abstain 94,872; Approved (advisory) | For 51,573,537; Against 1,768,833; Abstain 185,321; Approved (advisory) |
Director Compensation Program (Key Terms)
| Element | Amount/Term |
|---|---|
| Annual retainer (independent director) | $80,000 |
| Audit Chair retainer | $25,000 |
| Meeting fee threshold | $1,500 per meeting starting with the 18th per 12‑month cycle |
| Annual director equity | RSUs at $125,000 target; 6,256 units in 2024 grant; vests 6/14/2025 |
Tenure & Appointment
- Appointed to PRDO Board October 24, 2016; initially to Audit Committee; compensation terms for non‑employee directors disclosed upon appointment .