P R O X Y S T A T E M E N T
2 0 2 4 A N N U A L M E E T I N G O F S T O C K H O L D E R S
Message from our Chairperson
April 4, 2024
Dear Stockholders:
We cordially invite you to join us for the 2024 Annual Meeting of Stockholders of American Public Education, Inc., which will be held virtually on Friday, May 17, 2024, at 8:30 a.m. EDT at http://www.virtualshareholdermeeting.com/APEI2024. Hosting a virtual meeting aligns with our long history of providing online education and demonstrates our dedication to inclusivity and access. This format not only includes enhanced opportunities for engagement and interaction through the Q&A forum and other platform features but also accommodates those unable to attend in person, ensuring accessibility for all stakeholders.
At the Annual Meeting, we will be asking you to elect eight director nominees to the Board of Directors, as detailed in the attached proxy statement. Details about the qualifications of our director nominees and why we believe they are the right individuals to represent your interests can be found starting on page 24. We believe all eight of our director nominees embody our commitment to strong governance, diversity, and inclusion.
Two of our directors, Jean C. Halle and Dr. Barbara L. ''Bobbi'' Kurshan, who have served as members of our Board since 2006 and 2014, respectively, have chosen not to stand for re-election. Their service as directors will conclude after the 2024 Annual Meeting. Jean served as the longstanding chair of the Audit Committee and Barbara most recently served on the Audit Committee and Management Development and Compensation Committee. On behalf of the entire board, we express deep appreciation to Jean and Barbara for their invaluable contributions and strategic leadership during their time as board members.
We remain focused on enhancing corporate governance and overseeing key strategic initiatives, while addressing the challenges and headwinds we face. In 2023, we made strategic hires aimed at bolstering our ability to deliver improved student experience and outcomes, accelerating growth and transformation, including a new President of Rasmussen University, a new President of Graduate School USA, and more recently, a new Chief Marketing Officer.
Additionally, the Board reaffirms its commitment to good corporate governance and our core values, including robust practices in environmental, social, and governance (''ESG''), which we consider essential for our long-term success. For example, in 2023, we updated various governance policies, including those pertaining to diversity and human rights, and updated our ESG disclosures.
As discussed in the Compensation Discussion and Analysis section, which begins on page 34, in 2023, we continued our commitment to compensation practices designed to attract, incentivize, retain, and reward the talent needed to maintain and strengthen our position in career-minded adult education and to achieve our business objectives. At the Annual Meeting, we will be asking for approval, on a non-binding advisory basis, of the compensation of our named executive officers.
As discussed, beginning on page 79, our Audit Committee has again selected Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024, and we will be asking you to ratify that appointment.
I would like to express our gratitude, on behalf of the entire Board, for your continued support. We value the opportunity to serve American Public Education on your behalf.
Sincerely,
Eric C. Andersen
Chairperson, APEI Board of Directors
111 W. Congress Street
Charles Town, West Virginia 25414
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The 2024 Annual Meeting of Stockholders of American Public Education, Inc. (the ''Annual Meeting'') will be held on May 17, 2024 at 8:30 a.m. Eastern Daylight Time as a virtual meeting of stockholders held over the Internet. Stockholders will be able to attend the Annual Meeting, vote, and submit questions during the Annual Meeting at www.virtualshareholdermeeting.com/APEI2024. The Annual Meeting will be held for our stockholders to consider and vote on the following proposals:
- Proposal No. 1: To elect to the Board, the eight nominees set forth in the accompanying proxy materials, each of whom will hold office until the next annual meeting of stockholders and until such director's successor is elected and qualified or until such director's earlier death, resignation, or removal.
- Proposal No. 2: To approve, on an advisory basis, the compensation of our named executive officers as disclosed in the accompanying proxy materials.
- Proposal No. 3: To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
In addition, any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof will be considered. Management is presently aware of no other business to come before the Annual Meeting.
Each outstanding share of American Public Education, Inc. common stock (Nasdaq: APEI) entitles the holder of record at the close of business on March 21, 2024 to receive notice of and to vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting.
We are pleased to take advantage of Securities and Exchange Commission rules that allow us to post these materials on the Internet, which enables us to provide stockholders with the information that they need more quickly, while lowering our costs of printing and delivery and reducing the environmental impact of our Annual Meeting.
Whether or not you expect to attend the meeting, we urge you to vote your shares before the meeting by Internet, telephone, or by signing, dating, and returning the proxy card you will receive if you request printed materials. If you choose to attend the virtual Annual Meeting, you may still vote your shares online at the meeting, even though you have previously voted or returned your proxy by any of the methods described in this Proxy Statement. If your shares are held in a bank or brokerage account, please refer to the materials provided by your bank or broker for voting instructions.
All stockholders are extended a cordial invitation to attend the meeting.
By Order of the Board of Directors,
Thomas A. Beckett
Senior Vice President, General Counsel and
Secretary
April 4, 2024
TABLE OF CONTENTS
PROXY STATEMENT SUMMARY | 1 |
Powering Potential and Prosperity | 1 |
Overview of Proposals | 1 |
Corporate Governance and Stockholder Engagement Highlights | 3 |
Executive Compensation Highlights | 4 |
ABOUT THE ANNUAL MEETING | 5 |
Purpose of the Annual Meeting | 5 |
Proposals to be Voted Upon at the Annual Meeting | 5 |
Recommendation of the Board | 5 |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be | |
Held Virtually on May 17, 2024 | 5 |
Attending the Annual Meeting | 6 |
Voting at the Annual Meeting | 6 |
Quorum Requirement for the Annual Meeting | 7 |
Broker Non-Votes | 7 |
Required Votes | 8 |
Solicitation of Proxies | 8 |
CORPORATE GOVERNANCE | 9 |
Corporate Governance Guidelines and Codes of Ethics | 9 |
Certain Relationships and Related Person Transactions | 9 |
Stock Ownership Guidelines | 10 |
Restrictions on ''Hedging'' | 11 |
Restrictions on ''Pledging'' | 11 |
Stockholder Engagement | 11 |
Corporate Governance Best Practices | 12 |
Board's Role in Risk Oversight | 15 |
COMPOSITION AND MEETINGS OF THE BOARD AND ITS COMMITTEES | 18 |
Board Independence and Leadership Structure | 18 |
The Board of Directors and its Committees | 19 |
DIRECTOR NOMINATIONS AND COMMUNICATION WITH DIRECTORS | 22 |
Director Nomination Process | 22 |
Contacting the Board of Directors | 23 |
PROPOSAL NO. 1 - ELECTION OF DIRECTORS | 24 |
Criteria for Evaluating Director Nominees | 24 |
2023 DIRECTOR COMPENSATION | 32 |
EXECUTIVE COMPENSATION | 34 |
Compensation Discussion and Analysis | 34 |
MANAGEMENT DEVELOPMENT & COMPENSATION COMMITTEE REPORT | 54 |
COMPENSATION TABLES AND DISCLOSURES | 55 |
Summary Compensation Table | 55 |
2023 Grants of Plan-Based Awards | 57 |
2023 Outstanding Equity Awards at Fiscal Year-End | 60 |
Option Exercises and Stock Vested | 61 |
Non-qualified Deferred Compensation | 62 |
Potential Payments Upon Termination or Change in Control | 62 |
CEO Pay Ratio | 70 |
2023 CEO Target Compensation versus Realizable Pay | 71 |
Pay Versus Performance | 72 |
Equity Compensation Plan Information | 76 |
PROPOSAL NO. 2 - ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED | |
EXECUTIVE OFFICERS | 77 |
PROPOSAL NO. 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED | |
PUBLIC ACCOUNTING FIRM | 79 |
Principal Accountant Fees and Services | 79 |
Audit Committee's Pre-Approval Policies and Procedures | 80 |
AUDIT COMMITTEE REPORT | 81 |
DELINQUENT SECTION 16(A) REPORTS | 82 |
BENEFICIAL OWNERSHIP OF COMMON STOCK | 83 |
GENERAL MATTERS | 85 |
Availability of Certain Documents | 85 |
Stockholder Proposal and Nominations | 85 |
Other Matters | 86 |
PROXY STATEMENT SUMMARY
This summary highlights information that is contained elsewhere in this Proxy Statement. It does not include all information necessary to make a voting decision and you should read this Proxy Statement in its entirety before casting your vote.
Powering Potential and Prosperity for Those Who Serve
American Public Education, Inc. (''APEI'') provides online and on-campus postsecondary education to students through American Public University System (''APUS''), Rasmussen University (''RU''), and Hondros College of Nursing (''HCN'') and career learning through Graduate School USA (''GSUSA''). Our vision is for education that transforms lives, advances careers, and improves communities, and our mission is to power potential and prosperity for those who serve. Our institutions of advanced learning are purpose-built to prepare service-minded students for employment, careers, and leadership in a diverse and changing world. In this Proxy Statement, ''we,'' ''our,'' ''us,'' ''the Company,'' and similar terms refer to APEI and its educational institutions collectively unless the context indicates otherwise.
- American Military University (''AMU'') is part of APUS. For additional information about AMU's recognition by CCME, please visithttps://www.ccmeonline.org/.
Overview of Proposals
Item 1: Election of Directors
Our director nominees bring a diverse mix of backgrounds, experience, and perspectives. The Board recommends a vote FOR each nominee. See page 24.
Nominee Highlights
- 50% are diverse based on racial or gender identity and 38% are female, and 25% are diverse based on race or ethnicity
- 75% have technology or cybersecurity expertise
- 100% have strategy or operational experience
- Average tenure of independent director nominees: 4.8 years
- Average age of nominees: 55 years old
1 | POWERING POTENTIAL |
AND PROSPERITY |
Director Nominees
Current | ||||||||
Committee | ||||||||
Memberships | ||||||||
Director | ||||||||
Nominee | Age | Since | AUD | MDC | NCG | |||
Eric C. Andersen, Independent(1) | 62 | 2012 | X | |||||
Operating Executive, PeakEquity Partners | ||||||||
Granetta B. Blevins, Independent | 65 | 2020 | X(2) | C | ||||
Independent Consultant | ||||||||
Michael D. Braner, Independent | 54 | 2023 | X | |||||
Managing Member and Chief Compliance Officer, 325 Capital LLC | ||||||||
Anna M. Fabrega, Independent | 45 | 2022 | X | |||||
Former Chief Executive Officer, Local Bounti Corp. | ||||||||
James Kenigsberg, Independent | 48 | 2022 | X | |||||
Senior Strategic Advisor, 2U Inc. | ||||||||
Daniel S. Pianko, Independent | 47 | 2020 | X | |||||
Co-Founder and Managing Director, Achieve Partners | ||||||||
William G. Robinson, Jr., Independent | 59 | 2016 | C | X | ||||
President, Broadgate Human Capital, LLC | ||||||||
Angela K. Selden | 58 | 2019 | ||||||
President and Chief Executive Officer of the Company | ||||||||
AUD | Audit Committee | (1) Chairperson of the Board | ||||||
MDC | Management Development & Compensation Committee | (2) Audit Committee Financial Expert | ||||||
NCG | Nominating and Corporate Governance Committee |
- Committee Chair
- Committee Member
Ms. Blevins is expected to be appointed as chair of the Audit Committee and Mr. Kenigsberg as chair of the NCG Committee immediately following the Annual Meeting.
Item 2: Compensation of our Named Executive Officers
We are holding a non-binding advisory vote on the compensation of our named executive officers as disclosed in our Proxy Statement for the Annual Meeting. The Board recommends a vote FOR this proposal. See page 77.
Item 3: Ratification of Independent Auditors
We are asking our stockholders to ratify the appointment of Deloitte & Touche LLP (''Deloitte'') as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024. The Board recommends a vote FOR this proposal. See page 79.
2 | POWERING POTENTIAL |
AND PROSPERITY |
Corporate Governance and Stockholder Engagement Highlights
Best Practices
✓ | Highly independent and diverse board | ✓ | Board oversight of ESG efforts | |
▪ Seven of our eight director nominees are | ✓ | Risk management oversight | ||
independent | ||||
▪ | Board has principal responsibility for risk | |||
▪ Four of our eight director nominees, | ||||
management oversight | ||||
including our CEO, are diverse, based on | ||||
▪ | Board regularly meets with management to | |||
racial or gender identity | ||||
receive reports | ||||
▪ All Board committees are 100% | ||||
▪ | Nominating and Corporate Governance, | |||
independent | ||||
Management Development & Compensation, | ||||
▪ Commitment to recruitment and | ||||
and Audit Committees each have responsibility | ||||
consideration of diverse nominees, | ||||
for certain risk areas as outlined under ''Board's | ||||
including women and minorities | ||||
Role in Risk Oversight'' (page 15) | ||||
▪ Active Board refreshment; three of our | ✓ | Equity ownership guidelines | ||
seven non-employee directors joined the | ||||
Board within the last three years | ▪ | 6x annual base salary for our CEO | ||
✓ | Annual elections of all directors | ▪ 2x annual base salary for our executive vice | ||
presidents and 1x for all other NEOs | ||||
✓ | Independent Chairperson | ▪ | 3x annual base retainer for non-employee | |
✓ | Restrictions on hedging and pledging | directors | ||
Stockholder Engagement |
We believe regular communication with our stockholders and the financial community is essential for both transparency and our success. Throughout 2023, our management team actively engaged in numerous meetings with investors through various platforms. Following key Company updates, such as earnings releases and executive appointments, we conducted meetings with investors and analysts. Additionally, management participated in investor conferences and non-deal roadshows to engage with both existing and prospective investors. These interactions covered a range of topics, including our long-term strategy, recent business and operating performance, enterprise transformation, regulatory profile, and capital allocation strategy.
ESG Highlights
We seek to create positive environmental and social impacts that bring value to our students, employees, other stakeholders, and society. For example, in 2023, we advanced our ESG disclosures and updated various governance documents regarding diversity and human rights among other topics. More information on our ESG policies and practices can be found on the Corporate Responsibility section of our corporate website, www.apei.com.
3 | POWERING POTENTIAL |
AND PROSPERITY |
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Disclaimer
American Public Education Inc. published this content on 03 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 April 2024 20:12:31 UTC.