William Hansen
PERDOCEO EDUCATIONAbout William D. Hansen
Independent director since November 2017; age 65. President and CEO of Building Hope Holdings (charter school facilities and financing), former Deputy Secretary at the U.S. Department of Education, and former CEO/President of Strada Education Network; B.S. in Economics from George Mason University . The Board has affirmatively determined he is independent under Nasdaq standards; PRDO’s Board met six times in 2024 and all incumbent directors attended at least 75% of Board and committee meetings; all directors at the time attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Education | Deputy Secretary | May 2001–July 2003 | Led financial, regulatory and policy operations; brings regulatory perspective . |
| Chartwell Education Group, LLC | CEO and Senior Managing Director | July 2005–July 2009 | Education consulting leadership . |
| Scantron Corporation | President; Chairman | President: July 2009–Dec 2010; Chairman: Sept 2010–July 2011 | Governance responsibilities to a public holding company . |
| Madison Education Group, LLC | CEO | July 2011–July 2013 | Education consulting leadership . |
| Strada Education Network (formerly USA Funds) | CEO and President | July 2013–March 2021 | Managed $1.4B portfolio; investment and governance expertise . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Building Hope Holdings, Inc. | President & CEO | Current | Charter school facilities/financing; sector expertise . |
| George Mason University | Board of Visitors | Current | Higher-education governance . |
| Performant Financial (public company) | Director | Since Dec 2011 | Public board experience; audit committee service background . |
| First Marblehead Corporation (public, acquired 2016) | Director | 2003–2016 | Specialty finance in education . |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Governance Committee; not on Audit or Compliance & Risk .
- Committee meeting cadence in 2024: Audit (8), Compensation (5), Compliance & Risk (4), Nominating & Governance (4) .
- Independence: All nominees except the CEO determined independent; PRDO separates Chair and CEO; independent Chair since Nov 16, 2023 .
- Attendance expectations and enforcement: Final quarterly director retainer contingent on ≥75% attendance across Board and assigned committees; forfeiture if below threshold; meeting fees apply starting with the 18th meeting .
- Say-on-Pay: 2024 Say-on-Pay approved by ~97%; investor outreach invited holders of >50% outstanding, with one investor call and no structural concerns raised .
- Compensation Committee governance: Uses independent consultant (Pay Governance), with formal independence safeguards; no conflicts identified for 2024 .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual director retainer (independent director) | $80,000 | Paid quarterly; attendance contingency applies to final quarterly payment . |
| Committee chair retainer (Compensation) | $20,000 | Paid quarterly . |
| Meeting fees | $1,500 per meeting after 18th in cycle | Applies to Board and committees . |
| Fees earned in cash (2024 actual) | $100,000 | Reflects $80k base + $20k chair fee . |
Performance Compensation
| Equity Element (2024) | Grant detail | Vesting | Grant-date fair value |
|---|---|---|---|
| Annual RSU grant | 6,256 RSUs awarded at 2024 Annual Meeting | Vests June 14, 2025, subject to continued Board service through 2025 Annual Meeting | $143,262 |
| Annual RSU target value | $125,000 target at grant (program design) | — | — |
Directors receive time-based RSUs; PRDO does not use performance metrics for director equity grants. RSU dividends accrue as dividend equivalents only upon vesting per program; equity awards for directors are stock-settled .
Other Directorships & Interlocks
| Company | Relationship to PRDO | Potential conflict assessment |
|---|---|---|
| Performant Financial | Unrelated technology-enabled recovery services | No related person transactions requiring disclosure; Board sees no business/relationship impairing independence . |
| Building Hope (non-profit) | K-12 charter sector | Distinct education segment from PRDO’s postsecondary focus; no related person transactions disclosed . |
Expertise & Qualifications
- Educational regulatory experience: 15 years in federal government, largely at Dept. of Education; key leadership roles .
- Strategic and growth leadership: CEO roles across multiple education-related companies; public/private board service .
- Financial and investment management: Managed $1.4B at Strada; audit committee background; prior assistant secretary for management and budget/CFO at Dept. of Education .
- Board skills matrix: PRDO identifies him for Educational Services/Regulatory, Strategic Planning, Investment Management, and Governance .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares owned (common) | 32,760 | As of March 28, 2025 . |
| Options exercisable within 60 days | 5,994 | Included in beneficial ownership . |
| Total beneficial ownership | 38,754; <1% of outstanding | Determined per SEC rules . |
| Unvested RSUs held (12/31/2024) | 6,256 | Not vesting within 60 days of 3/28/2025 . |
| Independent director ownership guideline | 3× base cash annual retainer; retain ≥75% net shares until achieved | All independent directors in compliance with retention; majority attained guideline as of 2024 valuation . |
| Hedging/pledging | Prohibited for directors; no short sales, options, derivatives; pledging prohibited with limited entity exceptions at Board discretion | Insider Trading Policy with blackout windows and Rule 10b5-1 guidelines . |
Governance Assessment
- Strengths: Independent status; deep regulatory and higher-ed leadership; active chair of Compensation Committee with independent consultant oversight; strong shareholder support for pay (97% Say-on-Pay); stock ownership guidelines and retention; anti-hedging/pledging controls; indemnification and D&O coverage for directors .
- Engagement: Board/committee attendance thresholds embedded in cash retainer; Board met six times in 2024; directors attended 2024 Annual Meeting .
- Conflicts/related party: No related person transactions requiring disclosure; Board found no relationships impairing independent judgment .
- Red flags: None disclosed regarding attendance shortfalls, related party dealings, hedging/pledging, or say-on-pay issues; PRDO maintains a no-fault clawback for executives (not directed at directors) reinforcing broader governance rigor .