Patrick Gross
PERDOCEO EDUCATIONAbout Patrick W. Gross
Patrick W. Gross, age 80, has served as an independent director of Perdoceo Education Corporation since December 2005. He is Chairman of The Lovell Group (since 2002) and co‑founded American Management Systems, Inc., where he was a principal executive officer (1970–2002) and Chairman of its executive committee (from 1982). He holds a BES from Rensselaer Polytechnic Institute, an MS in engineering from the University of Michigan, and an MBA from Stanford Graduate School of Business . The Board met six times in 2024 and each incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Management Systems, Inc. | Co‑founder; Principal Executive Officer; Chairman of Executive Committee | 1970–2002; Chair from 1982 | Led application of advanced IT and analytics for major corporations and agencies . |
| Several PE‑owned portfolio companies | Chairman of the Board | Various | Governance leadership across NYSE/Nasdaq/private companies; chaired audit/compensation/governance committees . |
| Youth for Understanding International Exchange | Vice Chairman | N/A | Non‑profit leadership . |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Liquidity Services, Inc. (NASDAQ: LQDT) | Lead Director | Current | Online auction marketplaces; current public board role . |
| Capital One Financial Corporation | Director | 1995–2017 | Banking . |
| Computer Network Technology Corporation | Director | 1997–2005 | Technology . |
| Mobius Management Systems, Inc. | Director | 2002–2007 | Software . |
| Rosetta Stone | Director | 2006–2020 | EdTech . |
| Taleo Corporation | Director | 2006–2012 | HR SaaS . |
| Waste Management, Inc. | Director | 2006–2020 | Environmental services . |
Board Governance
| Item | Detail |
|---|---|
| Committee memberships | Audit (member); Compensation (member); Compliance & Risk (Chairperson) |
| Cybersecurity oversight | Designated director with cybersecurity experience; Compliance & Risk Committee reviews information security quarterly; CIO reports to full Board each quarter . |
| Independence | All standing committees are composed entirely of independent directors under Nasdaq standards; Board guidelines require ≥ two‑thirds independent . |
| Attendance | Board met 6 times in 2024; each incumbent director attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual retainer (independent directors) | $80,000 | Paid quarterly . |
| Committee chair retainer | $20,000 | For Compliance & Risk chair (Audit chair: $25,000; other chairs: $20,000) . |
| Meeting fees | $1,500 per meeting after the 18th Board/Committee meeting in the annual cycle | Applies beginning with the 18th meeting; paid to independent directors including Chairman . |
| Cash fees earned (Gross) | $100,000 | Reflects retainer plus chair fee for 2024 . |
Performance Compensation
| Equity Element | Grant/Units | Grant Date/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (annual director grant) | 6,256 units | Granted at 2024 Annual Meeting; $125,000 target; 2024 grant fair value $143,262 | Settle June 14, 2025, subject to continued Board service | None (time‑based only) . |
Directors receive time‑based RSUs; no performance‑based equity is disclosed for directors .
Other Directorships & Interlocks
- Current public company directorship: Liquidity Services, Inc. (Lead Director) .
- No related person transactions requiring disclosure; Board is not aware of any relationships that would interfere with independent judgment .
Expertise & Qualifications
- Strategic planning and growth: founded/built multiple companies; leverages IT and advanced data analytics .
- Investment and financial expertise: experience with financial reporting/ERP systems across Nasdaq/NYSE companies .
- Marketing: direct‑to‑consumer marketing using advanced data analytics .
- Governance: chaired boards and key committees; deep knowledge of governance trends and fiduciary duties .
- Digital business & IT: decades in IT and analytics; advisory roles with SaaS, security, analytics firms .
- Cybersecurity: identified as director with cybersecurity experience; active oversight via Compliance & Risk Committee .
Equity Ownership
| Ownership Element | Amount | Notes |
|---|---|---|
| Shares owned | 71,458 | As of March 28, 2025 . |
| Deferred Stock Units (vested) | 14,619 | Pay out in stock upon termination of service . |
| RSUs (time‑based, outstanding) | 6,256 | Director grant from 2024 Annual Meeting . |
| Stock options exercisable within 60 days | 46,411 | As of March 28, 2025 . |
| Total beneficial ownership | 132,488 | Beneficial ownership per SEC rules . |
| Beneficial ownership % | * | Less than 1% of outstanding shares . |
| Shares outstanding (record date) | 65,533,553 | As of March 28, 2025 . |
Additional alignment policies:
- Director stock ownership guideline: 3× base cash annual retainer; retain ≥75% of “net shares” until guideline achieved; as of 2024 valuation, all independent directors complied with retention requirements and a majority had attained the guideline .
- Hedging/pledging prohibited for covered persons (directors, officers); Board may grant limited exceptions for entities, but no pledging by Mr. Gross is disclosed .
Governance Assessment
-
Strengths
- Independent director with multi‑committee service and chair role in Compliance & Risk, aligning with PRDO’s regulatory/cyber risk profile .
- Robust engagement: ≥75% attendance and Annual Meeting presence; clear cybersecurity oversight cadence .
- Clear alignment mechanisms: director ownership guidelines, retention ratios, and prohibitions on hedging/pledging; no related‑party transactions disclosed .
- Investor confidence signal: Say‑on‑Pay approved by ~97% in 2024; compensation governance includes independent consultant and clawback for executives (context for board oversight) .
-
Watch items
- Long tenure (director since 2005) necessitates ongoing board refreshment and succession planning balance; Board seeks a mix of tenures per governance guidelines .
- Legacy option holdings (73,075 options disclosed at year‑end in director compensation footnote) warrant monitoring for incentive alignment versus current RSU‑based approach .