UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Perdoceo Education Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PERDOCEO EDUCATION CORPORATION

ANNUAL MEETING OF STOCKHOLDERS

May 28, 2020June 3, 2021

NOTICE AND PROXY STATEMENT

April 15, 202020, 2021

Dear Stockholder:

I cordially invite you to attend our 20202021 Annual Meeting of Stockholders on May 28, 2020.June 3, 2021. The Annual Meeting will start promptly at 9:00 a.m., Central Daylight Saving Time, at our campus support center at Perdoceo Education Corporation, 231 North Martingale Road, Schaumburg, Illinois 60173. However, while we intendIf you plan to holdattend the 2021 Annual Meeting, in person, we are actively monitoring the coronavirus(COVID-19) situation. In the event it is not possible or advisable to hold the Annual Meeting in person, we will announce the alternative meeting arrangements, which may include changing the location of the meeting or holding the meeting by means of remote communication, in a press release which will also be filed with the Securities and Exchange Commission as additional proxy materials. You are encouraged to monitor theplease call our Investor Relations section of our website, www.perdoceoed.com, for updated information aboutsupport team at the Annual Meeting.Alpha IR Group at (312) 445-2870.

The attached Notice of Annual Meeting and Proxy Statement describes how our Board of Directors operates, provides biographical information on our director nominees, gives information for the voting matters to be acted upon at the Annual Meeting and explains the proxy voting process.

Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted. Please take a moment now to vote your shares by Internet or by toll-free telephone call. If you received a paper copy of the Notice of Annual Meeting and Proxy Statement, you may also vote your shares by signing, dating and returning the enclosed proxy card or voting instruction form.

We look forward to seeing you on May 28, 2020June 3, 2021 and urge you to vote as soon as possible.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF PERDOCEO EDUCATION CORPORATION

TO BE HELD ON MAY 28, 2020JUNE 3, 2021

Time: Registration begins: 8:30 a.m., Central Daylight Saving Time

Admission to the meeting: 8:45 a.m.    Meeting begins: 9:00 a.m.

To the Stockholders of Perdoceo Education Corporation:

We will hold our 20202021 Annual Meeting of Stockholders at the time, date and location specified above, to act and vote on the following matters:

Only stockholders of record at the close of business on March 30, 2020,April 6, 2021, the record date, are entitled to notice of and to vote at the meeting. Please contact Georgeson LLC, our proxy solicitation firm, toll-free at(866) 856-6388 if you have any questions regarding voting.

* While we intend to hold the Annual Meeting in person, we are actively monitoring the coronavirus(COVID-19) situation. In the event it is not possible or advisable to hold the Annual Meeting in person, we will announce the alternative meeting arrangements, which may include changing the location of the meeting or holding the meeting by means of remote communication, in a press release which will also be filed with the Securities and Exchange Commission as additional proxy materials. You are encouraged to monitor the Investor Relations section of the Company’s website, www.perdoceoed.com, for updated information about the Annual Meeting.

Schaumburg, Illinois

April 15, 202020, 2021

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 28, 2020June 3, 2021

The Proxy Statement and Annual Report on Form10-K and the means to vote by Internet are available atwww.ProxyVote.com.

Your Vote is Important

Please vote as promptly as possible by using the Internet or telephone or by signing, dating and returning the proxy card mailed to those who receive paper copies of the Notice of Annual Meeting and Proxy Statement.

PROXY STATEMENT

TABLE OF CONTENTS

PROXY STATEMENT

Perdoceo Education Corporation

231 North Martingale Road

Schaumburg, Illinois 60173

(847)781-3600

INFORMATION ABOUT VOTING AND THE MEETING

Why did I receive these proxy materials?

Perdoceo Education Corporation (“Perdoceo,” the “Company,” “we,” “us” or “our”) is holding its 20202021 Annual Meeting of Stockholders on May 28, 2020.June 3, 2021. You have received these materials in connection with the solicitation of proxies by our Board of Directors for the 20202021 Annual Meeting and for any adjournment or postponement thereof.

You are invited to attend the 20202021 Annual Meeting of Stockholders on May 28, 2020,June 3, 2021, beginning at 9:00 a.m., Central Daylight Saving Time. The Annual Meeting will be held at our campus support center at Perdoceo Education Corporation, 231 North Martingale Road, Schaumburg, Illinois 60173. If you plan to attend the 20202021 Annual Meeting, please call our Investor Relations support team at the Alpha IR Group at (312)(312) 445-2870.

While we intend to hold the 2020 Annual Meeting in person, we are actively monitoring the coronavirus(COVID-19) situation. In the event it is not possible or advisable to hold the Annual Meeting in person, we will announce the alternative meeting arrangements, which may include changing the location of the meeting or holding the meeting by means of remote communication, in a press release which will also be filed with the Securities and Exchange Commission as additional proxy materials. You are encouraged to monitor the Investor Relations section of the Company’s website, www.perdoceoed.com, for updated information about the 2020 Annual Meeting.

Notice of Internet Availability of Proxy Materials

In accordance with rules adopted by the Securities and Exchange Commission (“SEC”), we provide our stockholders with the choice of accessing the 20202021 Annual Meeting proxy materials on the Internet, rather than receiving printed copies of those materials through the mail. In connection with this process, a Notice Regarding the Availability of Proxy Materials is being mailed to our stockholders who have not previously requested electronic access to our proxy materials or paper proxy materials. The notice contains instructions on how you may access and review our proxy materials on the Internet and how you may vote your shares. The notice will also tell you how to request our proxy materials in printed form or by email, at no charge. The Company believes this process provides its stockholders the information they need in a more timely manner, while reducing the environmental impact and lowering the costs of printing and delivering the proxy materials.

We anticipate that the Notice Regarding the Availability of Proxy Materials will be mailed to stockholders beginning on or about April 15, 2020.20, 2021.

Who is entitled to vote at the Annual Meeting?

Stockholders of Perdoceo, as recorded in our stock transfer records as of the close of business on March 30, 2020April 6, 2021 (the “Record Date”), are entitled to vote at the 20202021 Annual Meeting.

Outstanding Shares

As of the Record Date, the Company had 69,053,48070,439,842 outstanding shares of common stock. Each outstanding share of common stock is entitled to one vote on each voting matter at the Annual Meeting.

What do I need to present for admission to the Annual Meeting?

You will need to present proof of your ownership of the Company’s common stock, such as a bank or brokerage account statement, and a form of personal identification, to be admitted to the Annual Meeting.No cameras, recording equipment, large bags, briefcases or packages will be permitted at the 20202021 Annual Meeting. All electronic devices will need to be turned off during the 20202021 Annual Meeting.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

You hold shares as a stockholder of record if your shares are registered directly in your name in our stock transfer records, which are managed by Computershare Trust Company, N.A., our transfer agent. The Company provides the proxy materials directly to you as a stockholder of record.

You hold shares as a beneficial owner if your shares are held in a stock brokerage account or by a bank or other holder of record. This form of ownership is commonly referred to as holding shares in “street name.” Your broker, bank or other stockholder of record forwards the proxy materials and that stockholder of record’s voting instructions to you. As the beneficial owner, you direct your broker, bank or other stockholder of record how to vote your shares by following the instructions provided.

How do proxies work?

Our Board of Directors is asking you to appoint Jeffrey D. Ayers and Michele R. Chaffee as your proxy holders to vote your shares at the 20202021 Annual Meeting. Mr. Ayers is the Company’s Senior Vice President, General Counsel and Corporate Secretary, and Ms. Chaffee is Associate General Counsel.

You may appoint these individuals by voting your shares by Internet or by toll-free telephone call, as described below. If you receive a paper copy of the Notice of Annual Meeting and Proxy Statement, you may also vote your shares by signing, dating and returning the enclosed proxy card or voting instruction form.

Giving us your Internet or telephone vote (or signed proxy card or voting instruction form) means that you authorize Mr. Ayers and Ms. Chaffee to vote your shares at the 20202021 Annual Meeting according to the voting directions you provide through the Internet or telephone voting procedures (or on the proxy card or voting instruction form).

You may vote for or against all, some or none of our director candidates. You may also provide your (a) advisory vote for or against approval of compensation paid by the Company to its named executive officers, commonly referred to as a“Say-on-Pay” proposal, (b) vote for or against the approval of the Perdoceo Education Corporation Amended and (b)Restated 2016 Incentive Compensation Plan, and (c) vote for or against the ratification of the selection of the Company’s independent registered public accounting firm. You may also choose to abstain from voting on any of these matters.

Unless you indicate otherwise through the Internet or telephone voting procedures (or on your proxy card or voting instruction form), you also authorize your proxy holders, to the extent permitted under securities regulations, to vote your shares on any matters not known by the Board of Directors at the time this Proxy Statement was printed and that, under ourBy-Laws, may be properly presented for action at the 20202021 Annual Meeting.

2

By mail (if you receive a paper copy of the Proxy Statement):    Complete, sign, date and return your proxy card in the enclosedpre-addressed, postage-paid envelope.

Internet and telephone voting procedures use a control number that appears on your Notice Regarding the Availability of Proxy Materials (or on your proxy card if you receive a paper copy of the Proxy Statement) to authenticate you as a stockholder of record and to allow you to confirm that your voting instructions have been properly recorded.

If you vote by Internet or telephone, you do not need to sign and return the proxy card.

Each Internet or telephone vote and each executed and returned proxy card will be voted as directed. If you do not provide voting directions, the proxy will be voted in accordance with the Board’s voting recommendations contained in this Proxy Statement.

Please contact our proxy solicitation firm, Georgeson LLC, toll-free at(866) 856-6388 if you have any questions regarding voting.

How do I vote if I am a beneficial owner through a stock brokerage account, a bank or other holder of record?

You will receive materials and instructions from your stockbroker, bank or other firm that you must follow in order to have your shares voted.

You will not be able to vote in person at the 20202021 Annual Meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other firm and present it at the 20202021 Annual Meeting.

Stockholders are advised to provide their voting instructions promptly to allow brokers sufficient time to process the voting instructions. Brokernon-votes will be included for purposes of determining whether a quorum is present at the 20202021 Annual Meeting. Brokernon-votes are proxies received by Perdoceo from brokers or nominees when the broker or nominee has neither received instructions from the beneficial owner or other persons entitled to vote nor has discretionary power to vote on a particular matter.

What is a quorum?

A quorum is the number of shares that must be present at a meeting to have a valid meeting and valid vote. The required quorum to transact business at the 20202021 Annual Meeting is a majority of the voting power of shares of Perdoceo common stock issued and outstanding and entitled to vote as of the Record Date.

The inspector of elections appointed for the 20202021 Annual Meeting will tabulate the votes cast by proxy and in person at the 20202021 Annual Meeting to determine whether or not a quorum is present. For purposes of

3

What vote is required to approve each proposal?

As provided by law, the advisory vote to approve executive compensation isnon-binding. The Board will review and consider the results of the vote when determining executive compensation.

4

from participating in any decision regarding that resignation. The Nominating and Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation. If the failure of a nominee to be elected at the 20202021 Annual Meeting results in a vacancy on the Board, the Board may act to fill that vacancy.

Can I change my vote or revoke my proxy?

Yes. Even after you have submitted your proxy, you may change your vote at any time before it is voted at the 20202021 Annual Meeting. To change your vote for shares you own directly as a stockholder of record, you may:

To revoke your proxy or instructions for shares you hold beneficially in “street name,” you can revoke your voting instructions by informing the holder of record in accordance with that holder’s procedures.

Could other matters be decided at the Annual Meeting?

Yes. At the date of this Proxy Statement, we did not know of any other matters to be presented for consideration at the 20202021 Annual Meeting.If any other item or matter does properly come before the 20202021 Annual Meeting, your proxy holders will vote in their discretion on that item or matter, to the extent permitted under the regulations of the SEC.

Is there a list of stockholders entitled to vote at the Annual Meeting?

Yes. An alphabetical list of stockholders of record entitled to vote at the 20202021 Annual Meeting, showing the address of and number of shares registered in the name of each stockholder, will be open to the examination of any stockholder for any purpose germane to the 20202021 Annual Meeting during ordinary business hours commencing May 18, 2020,24, 2021, and continuing through the date of the 20202021 Annual Meeting at our principal offices, 231 North Martingale Road, Schaumburg, Illinois 60173.

What is “householding” and how does it affect me?

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders of record sharing a single address can choose to receive only one annual report to stockholders, proxy statement or notice of Internet availability of proxy materials, as applicable. This “householding” practice reduces our printing and postage costs. However, if you or another stockholder of record at a single address wish to receive a separate Annual Report or Proxy Statement this year or in the future, you, he or she may do so. Please contact our Investor Relations support team at the Alpha IR Group at(312) 445-2870 or write to us at Investor Relations, Perdoceo Education Corporation, 231 North Martingale Road, Schaumburg, Illinois 60173.

5

CORPORATE GOVERNANCE AND BOARD MATTERS

The Board of Directors

The current members of the Board of Directors are:

The Board of Directors met 11seven times in 2019.2020. Each incumbent director attended at least 75% of the total number of Board meetings and at least 75% of the total number of meetings of the Committees on which he or she served during the period he or she served as a director or Committee member.

Directors are expected to attend annual meetings of the Company’s stockholders, including the 20202021 Annual Meeting, absent unusual circumstances. The 20192020 Annual Meeting of the Company’s stockholders was not attended by fiveany of the directors who served on the Board at the time of that meeting.meeting due to the COVID-19 pandemic.

Board Leadership Structure

The Board believes that separating the Chairman of the Board and the President and Chief Executive Officer positions serves the best interests of the Company and its stockholders because it enhances communication among the Board and members of the senior executive team and enables the Board to more effectively oversee the Company’s strategy and strategy implementation. Thomas Lally has served as Chairman of the Board since October 26, 2015. In 2015 through 2020,2021, the Board affirmatively determined that Mr. Lally was an “independent director” under the Nasdaq listing standards.

The Corporate Governance Guidelines provide that in the event the same individual serves as both the Chairman of the Board and Chief Executive Officer, thenon-employee directors of the Board of Directors will designate anon-employee director to serve as the Lead Director. The responsibilities of a Lead Director are to preside at all meetings of the Board at which the Chairman of the Board is not present, including serving as the chairperson of the Board’s executive sessions ofnon-employee directors; serve as liaison between the Chief Executive Officer andnon-employee directors; consult with, and provide input to, the Chairman of the Board regarding the agenda for Board meetings and meeting schedules; and otherwise perform duties as may be delegated by the Board to assist the Board in fulfilling its responsibilities. In addition, the Lead Director has the authority to call meetings of thenon-employee directors and is responsible for conducting exit interviews with resigning executive officers and such other persons as the Board deems necessary or appropriate.

Board’s Role in Risk Oversight

The Board of Directors as a whole oversees the Company’s risk management through both the Company’s enterprise risk management process and the internal audit function. While the Board of Directors has the ultimate oversight responsibility for the risk management process, the Board delegates responsibility for certain aspects of risk management to its Committees as described below under the heading “Committees of the Board of Directors.”

The Company has a long-standing Risk Committee which is currently comprised of the Chief Executive Officer (who serves as the chair), Chief Financial Officer, General Counsel, Chief Compliance Officer, Chief Internal Auditor, Senior Vice President—Corporate Tax, Risk and Real Estate, Senior Vice President—American InterContinental University, Senior Vice President—Colorado Technical University, Chief Information Officer and Chief Vice President—Human Resources Officer.Resources. The Risk Committee is intended to meet quarterly to review enterprise-wide, business-unit specific and other discrete topic risk surveys and assessments. The Committee then utilizes

7

the survey results to identify and prioritize the Company’s top risks, and develop implementation plans to manage the risks. The Risk Committee reports quarterlyat least annually to the Compliance and Risk Committee regarding identified enterprise risks, risk assessment and mitigation, effectiveness of risk management and related matters.matters, with quarterly reports on specific areas of focus by the Company and other risk management related topics.

The Chief Internal Auditor reports directly to the Audit Committee of the Board. The Company’s Internal Audit function prepares both annual and three-year audit plans identifying specific audit activities, scope and prioritization. These audit plans are developed utilizing the enterprise risk management survey results, the COSO framework for internal controls and the IT Governance Institute’s COBIT framework and are linked to the Company’s annual business plan.

Cybersecurity.    The Company focuses significant resources on protecting our technology infrastructure and the personal information therein regarding applicants, our students, their families, our alumni and our employees. The Compliance and Risk Committee oversees the Company’s management of cybersecurity risk. It reviews information security matters quarterly given their importance to the Company, and the full Board receives a report on cybersecurity matters at least annually. To bolster our internal efforts to mitigate the risks posed by cybersecurity incidents and cyber-attacks, the Company engages third party experts to perform periodic cyber assessments, including security assessments using the National Institute of Standards and Technology (NIST) cybersecurity framework. Additionally, the Company has an information security policy and requires annual information technology security awareness training by employees. The privacy of student records under the Family Educational Rights and Privacy Act of 1974 (FERPA) is addressed by our information security policy. Information technology employees are also required to acknowledge our IT employee code of conduct on an annual basis. The Company maintains a cybersecurity risk insurance policy as an additional element of our risk mitigation strategy.

Corporate Governance Guidelines and Ethics Codes

The Board of Directors has adopted Corporate Governance Guidelines to assist it in fulfilling its responsibility to exercise its business judgment to act in what it believes to be the best interest of our stockholders. The Corporate Governance Guidelines, as amended, are posted on the Company’s website,www.perdoceoed.com, in the Investor Relations section.

The Board of Directors has adopted a Code of Ethics for Executive Officers specifically applicable to our executive officers and senior financial officers, including our principal executive officer and principal financial and accounting officers.

We have also adopted a Code of Business Conduct and Ethics to promote honest and ethical conduct and compliance with the laws and governmental rules and regulations to which we are subject. The Code of Business Conduct and Ethics is applicable to all of our employees, officers and directors. The Code of Business Conduct and Ethics also incorporates the Company’s Conflicts of Interest Policy, among other policies. Employees are required to complete an annual ethics training course. The ConflictsCompany’s EthicsMatters Hotline provides for anonymous reporting of Interest Policy provides, among other things, that it is improper for employees to do businesssuspected violations of these Codes, and retaliation against anyone who in good faith reports a concern or cooperates with an individual thatinvestigation is not at “arm’s length” even if the employee has no financial interest in the transaction or arrangement, and that employees shall not directly or indirectly have any interest in or have any personal contract, agreement or understanding of any nature whatsoever with suppliers, customers or other persons or entities doing business or negotiating to do business with the Company. Employees are also prohibited under the Conflicts of Interest Policy from engaging or participating, directly or indirectly, either as a principal, agent, employee, employer, consultant, stockholder, copartner, board member or in any other individual or representative capacity, in the conduct or management of, or owning any stock or other proprietary interest in, any business that is or may be competitive or seeks to do business with the Company, unless the employee has obtained the prior written consentviolation of the Company’s General Counsel (or the ChairpersonCode of the NominatingBusiness Conduct and Governance Committee, in the case of members of the Board of Directors). However, this prohibition doesEthics and will not apply to ownership of (1) up to 1% of the equity of a company, or (2) publicly traded mutual fund or similar investments in which the covered person does not have direct control over the companies included in the fund.

be tolerated. These Codes are available on our website atwww.perdoceoed.com in the Investor Relations section. Any amendments of these Codes will be promptly posted on our website. The Board of Directors must approve any waiver of one or more provisions of these Codes for executive officers or directors. Any waiver approved by the Board will be disclosed promptly on our Internet site and as otherwise required by the rules of the SEC and Nasdaq.

Transactions with Related Persons

The Board of Directors and the Company have established certain policies and procedures regarding review and approval of activities involving related person transactions as defined under applicable SEC regulations. Related persons include anyone who is, or has been since the beginning of the last fiscal year, a

director or director nominee, an executive officer, a stockholder owning 5% or more of our outstanding common stock, and any immediate family member or associate of any of these persons. A person’s “immediate family”

8

Committees of the Board of Directors

The Board of Directors has established a standing Audit Committee, Compensation Committee, Compliance and Risk Committee and Nominating and Governance Committee, each composed entirely of directors who are “independent,” as defined in the Nasdaq listing standards. Each Committee has a written charter that is posted on our website,www.perdoceoed.com, in the Investor Relations section. Each Committee reports to the full Board of Directors regarding carrying out the Committee responsibilities set forth in its charter. In 2019,2020, the Audit Committee held seveneight meetings, the Compensation Committee held sixfour meetings, the Compliance and Risk Committee held four meetings, and the Nominating and Governance Committee held sixfive meetings.

9

Perdoceo, the Board of Directors determined that (1) all current members of the Audit Committee are “independent” as that concept is defined in Section 10A of the Exchange Act and as defined in the Nasdaq listing standards, (2) all current members of the Audit Committee are financially literate, and (3) Mr. Chookaszian and Ms. Gonzales qualify as an audit committee financial expert under the applicable rules promulgated under the Exchange Act.

Compensation Committee

The Compensation Committee, among other of its responsibilities:

10

Role of Executive Officers and Management.    The Chief Human Resources Officer, Chief Financial Officer, and General Counsel and Vice President—Compensation and Benefits generally attend each meeting of the Compensation Committee (except for its executive sessions without management present) to provide input regarding senior management’s view on our overall compensation programs, to provide feedback from key management on the forms of compensation and whether specific forms of compensation and specific performance measures and targets provide appropriate incentives for desired goals and objectives, and to provide the Compensation Committee with information such as each executive’s experience, compensation and promotion history, development and other materials necessary or useful to the Compensation Committee’s deliberations. The President and Chief Executive Officer generally

11

Compliance and Risk Committee

On May 31, 2018, the Board expanded the purpose and responsibilities of the Compliance Committee and it became the Compliance and Risk Committee. The Compliance and Risk Committee, among other of its responsibilities:

12

Nominating Procedures and Director Qualifications

Our Seventh Amended and RestatedBy-Laws address the director nominee selection process and our Corporate Governance Guidelines address director qualifications.

The Nominating and Governance Committee considers candidates for the Board from any reasonable source, including stockholder and Board recommendations. The Nominating and Governance Committee does not evaluate candidates differently based on who has proposed the candidate. The Nominating and Governance Committee has the authority under its charter to hire and pay a fee to consultants or search firms to assist in the process of identifying and evaluating director candidates. Alan Wheat, who joined the Board on March 8, 2021, was recommended by a non-employee director. The Nominating and Governance Committee recommends candidates for nomination to the Board of Directors.

13

discussion below describes the key experiences, qualifications, attributes and skills that led the Nominating and Governance Committee to the conclusion that the director nominees are qualified to serve as directors of the Company at this time. However, this summary is not meant to be a complete description of all of the skills and attributes of the director nominees. Additional details on our individual director nominees are presented in their biographies in “Items to be Voted On—Proposal 1: Election of Directors” below.

Educational Services and Related Legal and Regulatory Experience.    The Company offers a comprehensive array of educational programs and operatesprograms. We operate in a highly regulated environment.industry, which has significant impacts on our business and creates risks and uncertainties. In recent years, there has been substantial focus by various members of the U.S. Congress and federal agencies, including the Department of Education, the Consumer Financial Protection Bureau and the Federal Trade Commission, on the role that for-profit educational institutions play in higher education. Directors with experience in education and its regulation bring vital experience in understanding regulatory oversight and how it

14

Company continues to invest in its methods for delivering online education, as it seeks to differentiate its institutions and brands through its information technology architecture. Directors with experience working with information technology-intensive businesses assist the Board in overseeing the Company’s information system initiatives, including the development of online programs, and understanding the strengths and risks related to the Company’s online programs and technology infrastructure.

Cyber Security.Cybersecurity.    In the course of its business, the Company collects and stores sensitive data, including proprietary information and personally identifiable information of our students, employees, and business partners in our data centers and on our networks. The continued occurrence of high-profile data breaches generally provides evidence of the serious threats to information security and, in this regard, the Company’s networks are vulnerable to unauthorized access and security threats. Directors with experience in cyber securitycybersecurity assist the

15

DIRECTOR COMPENSATION

For 2019,2020, eachnon-employee director other than the Chairman of the Board received an annual retainer of $75,000$80,000 and thenon-employee Chairman of the Board received an annual retainer of $125,000,$130,000, payable in quarterly installments. In addition, eachnon-employee director who serves as a Board Committee chairperson also receives an additional annual retainer of $15,000, payable in quarterly installments. An individual meeting fee of $1,500 is paid to thenon-employee directors, including anon-employee Chairman of the Board with respect to meetings of the full Board, for each Board and Committee meeting commencing with the 18^th such Board or 18^th such Committee meeting in the12-month period following the annual meeting of the Company’s stockholders. The final quarterly payment with respect to a calendar year is contingent on the director having attended at least 75% of the aggregate of the total number of Board meetings (held during the portion of the year for which such individual has been a director) plus the total number of meetings held by all Committees of the Board on which such person served (during the portion of the year that the person served on such Committee). In the event the director has not achieved such attendance level, the director will forfeit the entire amount of the final quarterly retainer payment. This forfeiture provision does not apply to (1) Board or Committee meeting fees payable when the Board or Committee holds 18 or more meetings during the calendar year, or (2) equity awards (described below).

All directors are reimbursed for their reasonableout-of-pocket expenses incurred in attending Board of Directors and Committee meetings and associated with Board or Committee responsibilities, including attendance at one director education program each year. We do not believe the reimbursement of expenses related to attendance at such director education programs to be perquisites as directors are expected to attend such programs, which are integrally and directly related to their service as directors.

In addition, under the director compensation program, eachnon-employee director received an annual grant of restricted stock optionsunits under the 2016 Plan in August 2019 with a $75,000 target value at grant. The timing of the annual grant to thenon-employee directors was delayed fromon the date of our 20192020 Annual Meeting of Stockholders to August 2019 due to business matters impacting the available window for the awards as our guidelines for equity awards provide that awards should only be granted during open trading windows. Newwith a $100,000 target value at grant, and new directors who join the Board during the year receive a pro rata equity award for their partial year of service. For the 2019-20202020-2021 director term, eachnon-employee director elected at the 2020 Annual Meeting was granted options7,535 restricted stock units, with each unit representing the contingent right to purchase 5,994 sharesreceive one share of common stock at an exercise price equal to the closing price of theCompany common stock on Nasdaq on the date of grant. The stock options granted to eachnon-employee director vest on SeptemberJune 14, 2020,2021, subject to continued Board service through the 20202021 Annual Meeting of Stockholders.

The Nominating and Governance Committee has the responsibility to reviewnon-employee director compensation on a periodic basis and to recommend changes to the Board of Directors. In establishing the director compensation program for 2020, the Nominating and Governance Committee considered a competitive compensation analysis prepared by FW Cook.

Todd Nelson, our President and Chief Executive Officer, is an employee director and therefore does not receive any additional compensation as a member of the Board. The compensation of Mr. Nelson as President and Chief Executive Officer for 20192020 and prior periods is addressed under the headings “Compensation Discussion and Analysis” and “Compensation Tables.”

Each director is covered by our directors’ and officers’ insurance policy and also has an indemnification agreement providing indemnification and advancement of expenses to the fullest extent permitted by Delaware law.

17

20192020 Director Compensation

Stock Ownership Guidelines

The Board of Directors expectsnon-employee directors to be active participants in improving stockholder value by maintaining a predetermined level of ownership of Company common stock. Accordingly, the Company maintains stock ownership guidelines that apply to our executive officers andnon-employee directors. Under the stock ownership guidelines, thenon-employee director ownership target is set at five times the base cash annual retainer fornon-employee directors (excluding any additional retainer amounts for Committee or Chairperson service). There is no specific period of time under the guidelines by whichnon-employee directors are required to achieve their ownership target; however, the Board expects eachnon-employee director to make

18

EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION

Executive Officers

Set forth below is a table identifying our executive officers at March 30, 2020April 6, 2021 and their biographies are provided below, except for Todd S. Nelson, our President and Chief Executive Officer, whose biography can be found in “Matters to be Voted On—Proposal 1: Election of Directors.”

The Board of Directors elects our executive officers annually. The executive officers serve at the discretion of the Board of Directors. There are no family relationships among any of the directors or executive officers of Perdoceo.

Jeffrey D. Ayershas served as Senior Vice President, General Counsel and Corporate Secretary since joining the Company in December 2007. Mr. Ayers has extensive experience as a senior legal officer for public companies operating in complex regulatory and financial environments, with a focus on compliance and transactional matters. From 2005 until joining the Company, Mr. Ayers was the Senior Vice President, General Counsel and Corporate Secretary of NovaStar Financial, Inc., a NYSE-listed mortgage originator, servicer and securitizor, where he had responsibility for all legal, regulatory, compliance and corporate governance issues. From 2003 to 2005, Mr. Ayers was Vice President and Associate General Counsel with General Electric’s insurance subsidiary, where he managed and negotiated domestic and international transactions and corporate financings, and advised on securities law matters, among other responsibilities. From 1999 to 2002, Mr. Ayers was Senior Vice President, General Counsel and Corporate Secretary of Aquila Merchant Services, Inc., a NYSE-listed multinational risk merchant, commodity trader and energy infrastructure developer and manager. From 1996 to 1999, Mr. Ayers was managing partner of the London, England office of Husch Blackwell LLP. Mr. Ayers received a Bachelor of Science degree in computer science and mathematics from Graceland University and a law degree and Master of Business Administration from the University of Iowa.

David C. Czeszewski joined the Company in 2001 and currently serves as Senior Vice President and Chief Information Officer. Prior to being appointed Interim Chief Information Officer in 2013, Mr. Czeszewski served as Chief Technology Infrastructure Officer managing the enterprise technology infrastructure and service management functions. He previously served as Chief Information Officer for the Company’s then Online Education Group from 2005 to 2006. Mr. Czeszewski has also held roles such as Vice President of Strategic Development, overseeing Internet development with a special focus on admissions effectiveness, and Director of Project Office/Major Projects, overseeing the enterprise upgrade of a student administration system at each of the Company’s campuses, the centralization of a datacenter and the creation of a new wide-area network. Prior to joining the Company, Mr. Czeszewski was Vice President of Product Development for Commerx, Inc., a provider and operator of eBusiness networks enabling companies and their trading companies to optimize supply chains. He has worked in the technology field since 1986, serving in the consumer electronics, financial services, software product development, and postsecondary education industries. Mr. Czeszewski received a Bachelor of Arts degree in business and computer studies from Lake Forest College and a Master of Business Administration from Dominican University.

20

Ashish R. Ghia was appointed Senior Vice President and Chief Financial Officer effective March 1, 2018, after serving as Interim Chief Financial Officer since September 21, 2017. Mr. Ghia joined the Company in June 2008 and has served in various financial planning and analysis roles of increasing responsibility, including as Vice President Finance since February 2016 and Vice President Financial Planning & Analysis from October 2012 through January 2016. Mr. Ghia has also served as Assistant Treasurer of the Company since August 2016. Prior to joining the Company, he was a Business Finance Manager with Sears Holdings Corporation from 2006 to 2008, and also held associate positions with PricewaterhouseCoopers LLP and Ernst & Young. Mr. Ghia holds a Bachelor of Commerce degree in financial accounting and audit from the University of Mumbai and a Master of Business Administration from Georgia State University and is a certified public accountant.

Andrew H. Hurst joined the Company in April 2014 as President of Colorado Technical University, and also became the Company’s Senior Vice President—Colorado Technical University in October 2015. Prior to joining the Company, Mr. Hurst held various positions at Education Management Corporation (“EDMC”), where he most recently served as Vice Chancellor for Online and Strategic Operations for South University from March 2013 to March 2014, overseeing all online operational aspects of the university, including marketing and admissions, student retention, faculty recruitment, student affairs, new program development, academic technology, program portfolio and assessment, academic strategy as well as research and development. Prior to his Vice Chancellor position at South University, Mr. Hurst served from July 2011 to March 2013 as Vice President of Academic Operations for EDMC’s Online Higher Education division, supporting all of EDMC’s online programs offered by Argosy University, South University and the Art Institutes. In addition, he served as Chair of EDMC’s Education Innovation Council, leading the development and implementation of several key strategic initiatives, including EDMC’s “classroom of the future,” its mobile application platform and Argosy University’s competency-based program. Mr. Hurst first joined EDMC in 2004 as Vice President of Online for South University, responsible for implementation, development and growth of the university’s online programs. He later served in a similar role for Argosy University. Mr. Hurst began his higher education career in the early 1980s and held a variety of cross-functional leadership roles within his family’s educational business. His company developed and supported distance education programs for traditionalnot-for-profit universities, such as Saint Joseph’s College, Upper Iowa University and Indiana Institute of Technology, as well as founded Virginia College in 1983. Mr. Hurst received a Bachelor of Science degree from the McIntire School of Commerce at the University of Virginia.

John R. Kline joined the Company in October 2015 as Senior Vice President—American InterContinental University. Mr. Kline also serves as President of the American InterContinental University.University System. Prior to joining the Company, Mr. Kline served in executive leadership roles at several large education companies in the U.S. He served as Senior Vice President of Operations of Education Management Corporation from July 2011 to December 2013, where he also served as President of EDMC’s Online Higher Education Division from July 2009 to January 2013 and as Senior Vice President of Student Acquisition and Retention from April 2009 to July 2009. Prior to his service at EDMC, from October 2007 to April 2009 Mr. Kline was the Chief Executive Officer of Nelnet Enrollment Solutions, which provided solutions to higher education institutions in the area of marketing, recruiting and retention of high quality students. Prior to his service at Nelnet, Mr. Kline held several roles of increasing responsibility at the University of Phoenix and Apollo Group Inc. (now known as Apollo Education Group, Inc.) from 1996 to 2007, including serving as the Chief Administrative Officer from February 2006 to October 2007. Mr. Kline received a Bachelor of Science degree in accounting from Arizona State University.

Michele A. Peppers has served as the Company’s principal accounting officer since April 2015. Ms. Peppers has served in the Company’s finance department since 2004 in various roles of increasing responsibility. She has served in her current role of Vice President—Accounting and Reporting, since October 2014 and her prior positions with the Company have included Vice President and Assistant Controller from November 2012 to October 2014, Director of Financial Reporting from March 2009 to November 2012, as well as various other roles with increasing responsibility within the Accounting department since joining the Company in April 2004. Prior to joining the Company, she worked as an Accounting Manager for RJ Nelson

21

Compensation Discussion and Analysis

This compensation discussion and analysis describes how the Compensation Committee of our Board of Directors oversees the design and administration of executive compensation programs and how and why the Committee made its compensation decisions relating to 20192020 compensation for executive officers, including the named executive officers. For 2019,2020, our named executive officers were:

This discussion is divided into the following sections:

I. Executive Overview

Business EnvironmentUpdate

Perdoceo Education Corporation’sPerdoceo’s academic institutions offer a quality postsecondary education primarily online to a diverse student population, along with campus-based and blended learning programs. Our two regionally accredited universities —institutions – Colorado Technical University (“CTUCTU”)”) and the American InterContinental University System (“AIUAIU”)”) — – provide degree programs through the master’s or doctoral level as well as associate and bachelor’s levels. BothOur universities offer students industry relevantindustry-relevant and career-focused degreeacademic programs that are designed to meet the educational needs of today’s busy adults. CTU and AIU continue to show innovation in higher education, advancing new personalized learning technologies like their intellipath^® learning platform and using data analytics and technology to support students and enhance learning. Perdoceo is committed to providing quality education that closes the gap between learners who seek to advance their careers and employers needing a qualified workforce.

For-profit postsecondary education is a highly regulated industry, which has significant impacts on the Company’sour business and creates risks and uncertainties. In recent years, the U.S. Congress, the Department, of

22

encouraged the Departments of Education, Defense and Veterans Affairs to take action to limit or terminate the participation offor-profit educational institutions, including Perdoceo, in existing tuition assistance programs. Both major political parties have conveyed significantly different views on how they would propose to reauthorize the Title IV federal student financial aid programs and the various conditions on program or institutional eligibility they would require. As a result, the outcomeThe results of the 2020 Presidential and Congressional elections isare likely to significantly impact the outcome of future legislative and regulatory actions affecting our business. A loss of or material reduction in our Title IV program eligibilityPrograms or the amount of student financial aid for which our students are eligible would materially impact our student enrollments and profitability.

In 2018 we completed the multi-year process begun in 2015 of closing all our remaining career school campuses through a gradualteach-out process as part of a transformation strategy aimed at reducing the complexity of operations and focusing our attention on our primarily online university institutions. Students enrolled at theseteach-out campuses were afforded the reasonable opportunity to complete their program of study prior to the finalteach-out date. As a campusteach-out progresses, operating losses increase through the end of theteach-out because the operating expenses necessary to support and serve our students at the campus exceed the revenue from these students as they continue to graduate.

With our transformation strategy complete, 2019 results were positive with revenue, operating income and cash flow from operations all showing improvement from 2018. These positive results reflect enrollment growth within both CTU and AIU as well as operating and cost efficiencies realized across our student support functions. Some business highlights from 2019 include:

Both CTU and AIU continue to execute well against our objective of sustainable and responsible growth, providing reaffirmation around our overall strategy of prioritizing student-serving processes and initiatives while giving us the financial and operating confidence to continue investing in our universities. In addition to prudently investing in organic growth projects at our universities, our balanced capital allocation strategy focuses on maintaining a strong balance sheet and adequate liquidity while evaluating diverse strategies to enhance shareholder value. In 2019 we implemented several actions designed to enhance shareholder value. First, onOn March 8, 2019,2, 2020, the Company entered into an agreement to acquireacquired substantially all of the assets of Trident University International (“Trident University”). Trident is a regionally, an accredited university offering online undergraduate, master’s and doctoral programs with a strong focus on graduate programs. This acquisition closed on March 2, 2020, andTrident University’s operations were brought within the final cash consideration, including post-closing purchase price and working capital adjustments, is expected to be$44-45 million, plus reimbursement of certain employee related expensesscope of the seller. Second,state licensure, accreditation and Department of Education approval of American InterContinental University, with Trident University relinquishing its accreditor and Department approvals. Trident University’s programs are now offered by AIU under the “Trident” name. The combined institution continues to serve existing and future students with a broader range of program offerings and resources.

We made several changes to our business operations in 2020 in response to the global COVID-19 pandemic. While our universities are primarily online, we have a small portion of our students at campus locations. We transitioned these campus-based students to our online environment with minimal disruptions. Students continue to take classes virtually utilizing our online platform and are proceeding with their academic studies with no major disruption to the level of service they are used to experiencing from our institutions and support staff. We have opened our ground-based campuses for limited campus activities and classes and arranged an appointment process for students to request additional help, if needed, at these campuses. Additionally, we quickly and efficiently transitioned our workforce to a remote work environment. We continue to provide our employees with support and resources during this critical time so that they have the tools and information they need to continue supporting our students. Both our students and our workforce are well supported by our scalable and innovative technology infrastructure which enabled us to make these changes with minimal disruptions to our business operations. We continue to monitor the impact of COVID-19 on our university operations for future impacts of a potential worsening of global economic conditions as well as other unanticipated consequences.

Our financial results for the year ended December 31, 2020 reflected improvements in revenue, operating income and cash flow from operations as well as both new and total student enrollment growth as compared to the prior year. In addition to underlying organic growth, the financial results for 2020 were benefitted by the Trident acquisition. During 2020 we continued to make targeted investments within our student support processes as well as within technological initiatives while executing against our objective of sustainable and responsible growth. We believe these investments positively impacted student experiences, retention and academic outcomes. Some business highlights from 2020 include:

November 4, 2019,We believe our continued focus on student experiences, retention and academic outcomes, including the Boardtechnology investments we have made, have contributed to positive student enrollment growth and supports our objective of Directors of the Company approved a stock repurchase program, which authorizes the Company to repurchase up to $50.0 million of our common stock from time to time depending on market conditionssustainable and other considerations. The program expires on December 31, 2021. Our goal is to deploy resources in a way that drives long-term shareholder value while supporting and enhancing the academic value of our institutions.responsible growth.

20192020 Compensation Highlights

The above business environmentupdate provides context for these 20192020 compensation highlights:

Compensation Philosophy and Pay for Performance Objective

The Company’s philosophy is that compensation should reflect the Company’s and the individual’s performance, be well aligned with the interests of stockholders, and that upside and downside compensation potential should exist based on the Company’s performance againstpre-defined objectives. Accordingly, the Committee has designed the executive compensation program to achieve five principal objectives:

24

25

The long-term incentive mix for our CEO and other named executive officers for 2020 continues to be more performance oriented than the competitive median as illustrated by the following chart.

26

II. Setting Executive Compensation Consistent with the Company’s Compensation Philosophy

The Committee, with the assistance of Frederic W. Cook & Co., Inc.(“FW Cook”), its independent compensation consultant, annually reviews each component of compensation, including base salary, annual cash incentives and long-term incentives for each executive officer (including the named executive officers), considering the appropriate internal and external benchmarks. As part of its decision-making process, the Committee:

27

The 20182019 comparison group reflects continued discussions regarding the makeup of the comparison peer group to maintain a robust market mediansize-adjusted competitive benchmark for our executive officers. In establishing the 20182019 comparison group, the Committee agreed to remove 2017removed Cambium Learning Group because it was acquired by another company in December 2018 and National American University Holdings because it became too small for competitive comparison group members Advisory Board, Apollo Educationpurposes and Capella Education due to acquisitions by other companies.was delisted from Nasdaq in December 2018. The Committee also added three firmsfour companies to the comparison group. Bright Horizons Family Solutionsgroup: Chegg, an education services company that provides early educationa direct-to-student online learning platform and child care, with additional advisory services availableonline tutoring services; Cornerstone OnDemand, which provides human capital management software and learning products to employers, Houghton Mifflin Harcourt is primarily a publisher of educational material coveringpre-K through grade 12 as well as some adult learnersvarious industries including higher education; and Huron Consulting Group is aHeidrick & Struggles and Korn Ferry, which are professional services firmfirms that offersoffer advisory services to various industries including higher education. The Company ranked nearPerdoceo is positioned at the median range of the 2019 comparison companies,group, on average, in termsvarious measures of company size. This competitive ranking indicates thatsize, and the 2019 comparison group consists of 19 companies, which is a reasonable competitive benchmark and that the median range is an appropriate and fair rangeconsistent with best practice peer group size of 15 to target total direct compensation opportunities for the Company’s officers, with actual pay delivered dependent on Company and individual performance.25 companies.

28

The table below summarizes the Committee’s decisions with respect to 20192020 base salaries for the named executive officers.

Annual Incentive Award Program

The Committee uses an annual performance-based incentive award payable in cash to align the compensation of senior management with the Company’s short-term business objectives and financial performance. Target award size for each named executive officer is reviewed for competitiveness versus executives in similar positions and with similar responsibilities as the organizations in the Company’s comparison group. Employees subject to the Department of Education’s incentive compensation regulations are not eligible to participate in this program. Based on their strategic and policy-making responsibilities, none of the Company’s named executive officers are subject to these regulations.

Target Awards.    The Committee reviews the annual incentive target value (expressed as a percent of base salary) established for our executive officers in connection with its annual compensation review in the first quarter of each calendar year. The annual incentive target value established for each of the named executive officers, as well as the 20192020 AIP payout opportunity for achievement of the 20192020 target operating plan performance, is set forth in the chart below. Actual 20192020 AIP payouts are discussed below under the heading “2019“2020 Performance Results and Actual Payouts.”

Performance Measures and Payout Scales.    The 20192020 AIP maintains a single financial performance measure, which is based on adjusted EBITDA, weighted at 80%, and an individual goals performance component, weighted at 20%, for the most senior level participants.

30

performance target was set based on our operating plan. Our operating plan, and the AIP performance target, is the result of an extensive process which takes into consideration factors such as the industry and competitor environment, the regulatory landscape and the Company’s current operating margins and momentum inexpectations regarding key operating metrics. The operating plan is designed to support the long-term success of the Company and our objective of sustainable and responsible growth. It therefore contemplates investments in our universities and is designed to be realistic yet challenging. Year over year comparability of performance targets and prior year results is impacted by factors such as the incorporation of expenses which were not included in the prior year results.

Individual Goals (20% Weighting):

The individual goals performance component consisted of individual performance goals related to the key strategic objectives for the applicable function/education group and were based on the individual’s job responsibilities. Goals were developed for each participant in partnership with the participant’s manager, which is the Compensation Committee for the President and Chief Executive Officer, and is generally the President and Chief Executive Officer for the other named executive officers. The individual performance goals for our named executive officers are often qualitative goals which enhance focus on important strategic, departmental or corporate culture initiatives. Although these goals require a subjective performance determination, they are used to address a broader range of topics than those that can be quantitatively measured, and they help balance the quantitative financial performance goals applicable to the Company’s performance-based long-term incentive awards and the remaining 80% portion of the annual cash incentive. The payout opportunity for the individual goals performance component also varies based on the level of achievement of the adjusted EBITDA performance measure to further support the achievement of the Company’s business objectives.

Payout for performance above and below target is clearly defined. The following chart contains more information about the payout scale for the 20192020 AIP.

32

In setting the target dollar value of these annual awards, the Committee considered long-term award data provided by FW Cook, the Committee’s philosophy of providing a competitive pay package as compared to our comparison group, the FASB ASC 718 expense to the Company of the awards, the grant date fair value of the awards, and other matters discussed in Section VII below. The Committee’s goal continues to be to balance stockholder interests with the need to retain and attract leadership talent and ensure continuity of Company leadership in order to support the Company’s objective of sustainable and responsible growth.

The following table summarizes the annual long-term incentive awards to our named executive officers in 2019.2020.

The annual 20192020 time-based restricted stock units granted to the named executive officers are settled in stock and vest in four equal annual installments provided that the award recipient remains our employee on the date of vesting. The number of restricted stock units awarded is generally derived first by multiplying the grantee’s base salary by the LTI target value percentage from the table above times the 30% weight noted above to determine the target grant value. This value is then divided by the30-trading day average closing stock price as of one calendar week prior to the relevant grant date to determine the number of restricted stock units. The number of restricted stock units was further adjusted so that fractional units are not vested.

Consistent with investors’ desire for significant performance-based compensation, the Committee changed the award structure in 2019 with 70% of the target dollar value of annual long-term incentive awards being subject to a performance condition utilizing performance-based restricted stock units settled in stock that are subject to defined adjusted EBITDA performance goals over a three-year period. The performance-based restricted stock units cliff vest after three years only if atwo-year defined adjusted EBITDA performance measure is achieved; further, the level of vesting will be 50% or 100% depending on whether adjusted EBITDA performance for the third year satisfies a minimum threshold level of performance which was established to reduce the level of vesting in the event of a fundamental decline in Company performance in the third year. In 2018, the Committee determined to eliminate the cash-based performance units that used a relative TSR performance measure due to the reduction in the number of publicly traded education industry peers. An adjusted EBITDA performance measure provides an alternative to TSR that is a good indicator of the Company’s operating performance and focuses participants on key drivers of the organization’s future directionachieving sustainable and financial achievement,responsible growth, controlling costs to gain efficiencies and driving stockholder value, which is intended to balance the desire of stockholders for performance-based compensation while providing motivation to participants. The Committee determined to use an adjusted EBITDA performance measure for the annual performance-based restricted stock unit awards in addition to the AIP for these reasons and because of the difficulty in establishing alternative multi-year performance measures given industry conditions.the scrutiny and highly regulated nature of the industry. Thetwo-year (2020-21) adjusted EBITDA performance goal is designedwas established to be realistic yet a bit more challenging thanrequire growth as compared to the annual AIP2019-20 adjusted EBITDA performance goal dueapplicable to both the additional uncertainty2018 OEA grants discussed below under the heading “Outstanding Performance-Based Awards,” yet reflect planned increases in investments, uncertainties relating to the results of the longer performance2020 Presidential and Congressional elections and potential integration, restructuring and other costs relating to the Trident acquisition in order to enhance the retention impact of these long-term incentive awards as the Company was heading into another period and the continued growth expectation reflected in the multi-year performance measure.of regulatory uncertainty. The use of stock-settled restricted stock units instead of a cash-based performance unit award furthers the Company’s objective of continuing to build an ownership culture. The number of performance-based restricted stock units

35

The 20192020 long-term incentive awards to named executive officers generally included one ortwo-year, post-termination restrictive covenants coveringnon-solicitation,non-disclosure andnon-competition.

Additional 2019 Awards to Certain Named Executive Officers.    At the time of making the annual long-term incentive awards in August 2019, the Committee determined to make an additional award of 4,000 restricted stock units each to Messrs. Ayers and Ghia along with an additional award of 3,000 restricted stock units to each of Messrs. Hurst and Kline. The additional awards were made in recognition of their contributions and efforts related to the development and implementation of the operational aspects for the settlements with the U.S. Federal Trade Commission (Messrs. Ayers and Ghia) and the state attorneys general (Messrs. Hurst and Kline). The terms of these additional restricted stock unit awards are consistent with the terms of the time-based restricted stock units awarded as part of the regular annual 2019 long-term incentive awards.

Outstanding Performance-Based Awards

Performance Units.Impact of Trident Acquisition.Performance    On March 2, 2020, the Company acquired substantially all of the assets of Trident University International (the “Trident acquisition”). The terms of the Company’s outstanding long-term incentive awards provide that in the event of the sale, disposition, acquisition, restructuring, discontinuance of operations or other extraordinary corporate event in respect of a material business, the Committee shall review and adjust the applicable performance targets so that the achievement of the performance conditions following such event is no more or less probable than the achievement prior to such event. Accordingly, following the Trident acquisition, the performance conditions applicable to the performance-based restricted stock units awarded in 2018 and 2019 and to the 2018 Ownership Equity Awards (discussed below) were adjusted upward so that the achievement of the performance conditions after the acquisition was no more or less probable than the achievement prior to the acquisition.

2018 Performance-Based RSUs.    Performance-based restricted stock units were granted in March 2017.2018. These cash-based performanceperformance-based restricted stock units vest at the end of the respective three-year performance periodcliff vested after three years based on achievement of a two-year defined adjusted EBITDA performance measure. Further, the Company’s TSR relative to an established peer group.

The 2017level of vesting was 50% or 100% depending on whether adjusted EBITDA performance units containfor the payout scale set forth in the table below.

2018 Ownership Equity Awards. On December 14, 2018, the Committee granted performance-based restricted stock units to approximately 60 senior level employees, including the executive officers of the Company. These awards, referred to as Ownership Equity Awards (OEA), are designed to continue to foster an ownership culture at the Company while focusing on achieving the Company’s financial goals, delivering on its strategic objective to support student retention and academic outcomes and retaining talent to increase long-term stockholder value. The Committee determined that this was an appropriate time to make these awards to drive continued progress on the Company’s objective of sustainable and responsible growth given that the Company completed theteach-out of all of the campuses in its former All Other Campuses segment by the end of 2018.

The Committee approved management’s recommendations for the award amounts, which varied based on the relevant employee’s opportunity to impact the business, except that the Committee determined Mr. Nelson’s award. Awards to the Company’s named executive officers were as follows:

Each 2018 OEA restricted stock unit constitutes a right to receive one share of the Company’s common stock on December 14, 2021 depending on achievement of the performance conditions and subject to continued employment on that date. The 2018 OEA grants (other than those made to Messrs. Nelson and Ghia) are eligible to vest 85% subject to the achievement of a rigoroustwo-year adjusted EBITDA performance goal for2019-20, and 15% subject to the achievement of a new student retention performance measure which requires improved new student retention at both of the Company’s universitiesCTU and American InterContinental University in 2020 as compared to 2018. The rigorous nature of thetwo-year adjusted EBITDA performance goal for2019-20 is evidenced by the Company’s determination under FASB ASC 718 that as of the grant date the probable outcome was that the performance goal would not be achieved. This performance goal was established to be significantly more challenging than the annual long-term

37

“Impact of Trident Acquisition,” in 2020 following the Trident acquisition, the adjusted EBITDA performance conditions applicable to the 2018 OEA grants were increased so that the achievement of the performance conditions after the acquisition was no more or less probable than the achievement prior to the acquisition.

The performance criteria for our performance-based awards are assessed each quarter to determine the probability of attainment. In the fourth quarter of 2019, the Company began recording expense associated with the 2018 OEA grants because the Company believed as of the fourth quarter assessment that it iswas probable that the Company willwould meet the revisedthen applicable two-year adjusted EBITDA performance goal for2019-20 and the new student retention performance measure (as well as the minimum threshold level of adjusted EBITDA applicable for the nine months ended September 30, 2021). Pursuant to ASC 718, the Company began accruing expense relating to the market-based performance goal applicable to 15% of the 2018 OEA grants to Messrs. Nelson and Ghia as of the grant date. Lower than expected expenses for employee-related insurance programs andnon-student serving functions as well as better than expected prospective student interest for the final academic term of the year contributed to results exceeding our expectations for the fourth quarter of 2019. With respect to the new student retention performance measure, we believe efficiency and effectiveness across our student support processes have recently contributed to improving retention trends.

V. Other Compensation and Benefits

Executive officers are entitled to the same employee benefits available to all full-time employees (subject to the satisfaction of minimum service and other eligibility requirements). Such benefits include health and welfare benefits, vacation and other time off, and our 401(k) Plan, including a Company matching contribution.

Certain executive officers, including the named executive officers, also receive additional benefits and perquisites, including an executive severance plan for those executive officers designated by the Committee to participate, which is described below in “Compensation Tables—Potential Payments Upon a Termination or Change in Control—Executive Severance Plan;” an executive relocation plan; coverage under our directors’ and officers’ insurance policy; and indemnification agreements providing indemnification of, and advancing of expenses to, our named executive officers and certain other designated employees to the fullest extent permitted by Delaware law.

38

With respect to board refreshment, the Company notes its addition of a new director, Alan Wheat, in March 2021. Finally, the investors offered their comments about their internal review process with respect to the Company’s 2019 long-termindication that it was considering requesting stockholder approval for additional shares under its incentive awards which eliminated the use of stock options and increased the percentage of the awards comprised by performance-based restricted stock units from 50% to 70% for our named executive officers. The investor feedback from these discussions supported the Compensation Committee’s decision to maintain this long-term incentive award structure for 2020.compensation plan.

Feedback from the investor outreach calls was shared with the Compensation Committee and the full Board. We are committed to the interests of our stockholders and the delivery of stockholder value through sustainable and responsible growth, and we will continue to consider the outcome of the Company’s“Say-on-Pay” proposal and stockholder feedback when making further compensation decisions for our named executive officers.

Risk Assessment and Mitigation

The Committee has defined certain design guidelines for our compensation programs which are intended to mitigate harmful risk taking. As part of the Committee’s review of 20192020 executive compensation, the Committee confirmed the effective implementation of these features and, based on the following assessment, concluded that the Company’s compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company:

39

Although there is no specific period of time by which designated officers are required to achieve the applicable ownership guideline, executive officers are expected to make continuous progress toward their respective ownership guideline and to comply with certain retention ratios until their respective guideline has been achieved. The CEO is to retain 75% of “net shares” received from equity awards until the applicable guideline has been achieved. All other named executive officers are to retain 50% of “net shares” received from equity awards until the applicable guideline has been achieved.

“Net shares” for purposes of these retention ratios are defined as those shares that remain after deducting the exercise price, if applicable in the event of the exercise of options or SARs or similar instruments, and after deducting any shares the Company withheld to satisfy tax withholding obligations.

Once a designated officer has achieved the applicable ownership guideline according to an annual valuation, they will be considered in compliance, regardless of any changes in base salary (except for promotional increases) or the price of the Company’s common stock, so long as the officer continues to own at least the number of shares of Perdoceo common stock owned in order to achieve the applicable guideline. If an officer receives a promotion which involves a change in base salary or if an officer does not continue to own at least the number of shares of Perdoceo common stock owned in order to achieve the applicable guideline, then the applicable retention ratio will apply until the applicable ownership guideline is again achieved.

40

Notwithstanding the limitations on purchasing or borrowing against Company securities on margin or pledging Company securities, the Company’s Board of Directors may, in its discretion, determine that these limitations do not apply to any partnership, limited liability company, corporation or other entity for which a covered person (or an immediate family member of a covered person) has sole or shared investment power.

“Covered persons” under the Company’s insider trading policy are the Company’s directors, executive officers (including all officers subject to reporting obligations under Section 16 of the Exchange Act) and additional employees designated by the Board or the Company’s insider trading compliance officer who are expected to more likely be in possession of material, non-public information regarding the Company’s results of operations, cash flows and financial condition. The restrictions on trading the Company securities imposed by the insider trading policy also apply to members of a covered person’s family who reside with the covered person, any family members of a covered person who do not live in the covered person’s household but whose transactions in Company securities are directed by the covered person or are subject to the covered person’s influence or control, any other persons residing in a covered person’s household, any trust of which a covered

41

Compensation Tables

20192020 Summary Compensation Table

The following table shows compensation of our principal executive officer and our principal financial officer as of December 31, 20192020 and the three other most highly compensated executive officers who were serving as our executive officers as of December 31, 2019.2020. These officers are our 20192020 named executive officers. Information regarding amounts in certain columns follows the table.

Stock and Option Awards.    These columns show the grant date fair value of the restricted stock unit and stock option awards granted to our named executive officers, excluding the effect of actual or estimated forfeitures. See Note 1314 of the notes to the consolidated financial statements included in our Annual Report on Form10-K for the year ended December 31, 20192020 for information regarding the assumptions used in the valuation of equity-based awards.

Awards included in the Stock Awards column that are subject to performance conditions are Mr. Nelson’s 2017 restricted stock unit awards, the 2018 and 20192018-2020 performance-based restricted stock unit awards and the 2018 OEA grants. The grant date fair value of these awards is based upon the probable outcome of the performance conditions as determined at the date of grant and for all such awards included other than the 2018 OEA grants, that grant date value is based upon achieving the target level of performance. Mr. Nelson’s 2017 restricted stock unit award provides for a single payout amount at each vesting date if the applicable performance conditions are satisfied. The 2018 and 20192018-2020 performance-based restricted stock unit awards vest based on achievement of atwo-year performance measure with the level of vesting (50% or 100%) determined based on a year three performance measure. The probable outcome of the performance conditions for Mr. Nelson’s 2017 restricted stock unit award and the 2018 and 20192018-2020 performance-based restricted stock unit awards as determined at the date of grant was that the performance conditions would be achieved. Because there is no greater payout amount possible, the maximum attainment value is the same as the grant date fair value of these awards at target performance.

Due to the rigorous nature of the performance conditions applicable to the 2018 OEA grants, the probable outcome as determined at the date of grant was that the performance conditions generally would not be achieved. A portion of the 2018 OEA grants to Messrs. Nelson and Ghia is subject to a market condition, the grant date fair value of which, per FASB ASC 718, does not factor in the probable outcome of achievement as compensation cost for awards with a market condition will be recognized even if the market condition is never achieved as long as the requisite service period is fulfilled. The grant date fair value of this portion was calculated with the

43

highest level of all the applicable performance conditions is achieved, the entire 2018 OEA grant is eligible to vest subject to continued employment with the Company. This maximum attainment value is set forth in the chart below and is calculated as the number of restricted stock units eligible to vest times the closing price of our common stock as reported on Nasdaq on the grant date.

Grants of Plan-Based Awards in 20192020

The following table provides information concerning the awards made to our named executive officers during 2019.2020. Information regarding amounts in certain columns follows the table. All awards were made under the 2016 Plan.