Leslie Thornton
PERDOCEO EDUCATIONAbout Leslie Thornton
Leslie T. Thornton, age 66, has served as an independent director of Perdoceo Education Corporation (PRDO) since December 2005. She is a former Vice President and General Counsel of WGL Holdings/Washington Gas and previously held senior roles at the U.S. Department of Education (Chief of Staff to the Secretary). She holds a B.A. from the University of Pennsylvania, a J.D. and an LL.M. in National Security Law (cybersecurity focus) from Georgetown University Law Center, and is an adjunct professor of law at Georgetown Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WGL Holdings, Inc. / Washington Gas Light Company | Vice President & General Counsel; Counsel to the Chairman | Nov 2011–Nov 2018 | Led legal/compliance; gained cybersecurity oversight experience (privacy, security, breach response) . |
| Dickstein Shapiro LLP | Partner | 2004–2011 | Corporate investigations and regulatory matters . |
| Patton Boggs LLP | Partner | 2000–2004 | Corporate/regulatory counsel . |
| U.S. Department of Education | Chief of Staff; Deputy Chief of Staff & Counselor | 1992–2000 | Policy leadership; Continuity of Operations of Government . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Southwest Gas Holdings, Inc. (NYSE: SWX) | Director | 2019–present | Chair, Nominating & Corporate Governance; Member, Audit . |
| Georgetown University Law Center | Adjunct Professor of Law | Ongoing | Governance, compliance, cybersecurity topics . |
| Prior: Career Education Corporation (now PRDO) | Lead Independent Director (prior) | Prior to 2018 | Historical role referenced by SWX release . |
Board Governance
- Committee assignments (PRDO): Audit Committee member; Compliance & Risk Committee member; Chair, Nominating & Governance Committee .
- Independence: All four standing committees consist entirely of independent directors under Nasdaq standards; Board guidelines require at least two-thirds independent directors .
- Attendance: In 2024, the Board met six times and each incumbent director attended at least 75% of aggregate Board and applicable committee meetings; all directors then-serving attended the 2024 Annual Meeting .
- Cyber oversight: The Board delegated cybersecurity oversight to the Compliance & Risk Committee; directors with cybersecurity experience include Dennis Chookaszian, Patrick Gross, and Leslie Thornton; the committee reviews information security quarterly .
- Committee workloads (2024): Audit (8 meetings), Compensation (5), Compliance & Risk (4), Nominating & Governance (4) .
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | $80,000 | Paid quarterly . |
| Committee chair fee (Nominating & Governance) | $20,000 | Paid quarterly . |
| Meeting fees | $1,500 per meeting | For each Board or committee meeting starting with the 18th meeting in the 12‑month period post-annual meeting . |
| D&O insurance and indemnification | Provided | Directors are covered by D&O insurance and have indemnification agreements . |
| Attendance condition | Forfeiture of final quarterly retainer if <75% attendance | Equity awards and meeting fees excluded from this forfeiture provision . |
2024 reported director compensation for Thornton: Fees earned in cash $100,000; Stock awards $143,262; Total $243,262 .
Performance Compensation (Director)
| Equity Type | Grant/Units | Grant Date/Value | Vesting/Terms |
|---|---|---|---|
| Time-based RSUs (annual grant) | 6,256 units | Granted at 2024 Annual Meeting; target value $125,000 | Vests on June 14, 2025, subject to continued Board service through the 2025 Annual Meeting . |
| 2024 Stock Awards value (ASC 718) | — | $143,262 (grant date fair value) | As reported in 2024 Director Compensation table . |
PRDO’s director equity grants are time-based; there are no director performance-conditioned equity metrics disclosed for non-employee directors .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Conflicts |
|---|---|---|---|
| Southwest Gas Holdings (SWX) | Director | Chair, Nominating & Corporate Governance; Member, Audit | PRDO discloses no related person transactions or relationships requiring disclosure or that would impair director independence . |
Expertise & Qualifications
- Governance and compliance: Former GC at WGL; NACD Board Leadership Fellow; expertise in corporate process controls and investigations .
- Education sector regulatory insight: Experience in legislative and regulatory aspects of postsecondary education from policy/legal perspectives .
- Cybersecurity: LL.M. with cybersecurity focus; author/speaker on privacy and security; designated with cybersecurity expertise in PRDO’s matrix .
Equity Ownership
| Item | Amount/Detail | As-Of |
|---|---|---|
| Common stock owned | 55,996 shares | March 28, 2025 |
| Deferred stock units (vested; deliverable upon separation) | 14,619 units | Dec 31, 2024 / Mar 28, 2025 |
| Stock options outstanding | 73,075 options (legacy grants) | Dec 31, 2024 |
| Stock options exercisable within 60 days | 46,411 options | March 28, 2025 |
| RSUs outstanding (recent director grant) | 6,256 RSUs (2024 grant) | 2024-2025 director term |
| Total beneficially owned | 117,026 (denoted <1% of outstanding) | March 28, 2025 |
| Shares outstanding (reference) | 65,533,553 shares | March 28, 2025 |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy | |
| Stock ownership guidelines | Directors targeted at 3× base cash retainer; retain at least 75% of net shares until guideline achieved; as of 2024 annual valuation, all independent directors were in compliance with retention requirements and the majority had attained the guideline . |
Insider Trades (Form 4 highlights)
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | SEC Filing |
|---|---|---|---|---|---|
| 2025-05-07 | Sale | 20,865 | $30.76 | 56,006 | https://www.sec.gov/Archives/edgar/data/1046568/000095017025067276/0000950170-25-067276-index.htm |
| 2025-05-22 | Award (A) | 5,155 | $0.00 | 61,161 | https://www.sec.gov/Archives/edgar/data/1046568/000095017025077897/0000950170-25-077897-index.htm |
Source: Insider-trades skill (Form 4 retrieval) on PRDO for “Leslie Thornton,” 2020–2025 window; 18 total insider trade records retrieved across the period.
Governance Assessment
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Strengths
- Independent director; chairs Nominating & Governance; serves on Audit and Compliance & Risk—positions central to oversight of controls, compliance, risk, and board composition .
- Cybersecurity subject-matter expertise formally recognized; participates in the committee delegated with cyber risk oversight that reviews quarterly .
- Attendance and engagement: met at least the 75% attendance threshold; all directors attended the 2024 annual meeting .
- Alignment policies: robust stock ownership guidelines and retention ratios for directors; hedging and pledging prohibitions; indemnification and D&O coverage; company-wide clawback policy (no-fault, SEC/Nasdaq-compliant) bolster investor protections .
- No related-party transactions requiring disclosure; Board not aware of relationships interfering with independent judgment .
- Recent say‑on‑pay support of ~97% indicates broad investor approval of compensation governance (context for overall board credibility) .
-
Watch items
- Long tenure: Director since December 2005, which some governance frameworks scrutinize for potential independence drift; PRDO continues to deem her independent per Nasdaq standards and committee service .
- External commitments: Concurrent directorship at Southwest Gas, including chairing its governance committee; beneficial for cross-board governance expertise, but warrants monitoring for time/attention alongside PRDO roles .
Overall signal: Governance profile is strengthened by committee leadership in Nominating & Governance, formal cyber expertise, independence, attendance discipline, strong ownership/hedging policies, and absence of related-party concerns. Long service tenure should be viewed in context of ongoing independent committee roles and sustained investor support metrics .