DEF 14A of American Public Education Inc, Apr 8, 2025

DEF 14A of American Public Education Inc

Filed Apr 8, 2025 · FY20240001140361-25-012833

Open on EDGAR

  1. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

    | Potential Payments Upon Termination or Change in Control | 69 | | CEO Pay Ratio | 77 | | Pay Versus Performance | 78 | | Equity Compensation Plan Information | 82 | | PROPOSAL NO. 2 – AMENDMENT TO AMERICAN PUBLIC EDUCATION, INC. 2017 OMNIBUS INCENTIVE PLAN | 34 | | Notable Features of the Amended Plan | 35 | | Summary of the Material Terms of the Amended Plan | 35 | | Summary of U.S. Federal Income Tax Consequences | 41 | | Awards Outstanding and Shares Available | 44 | | Share Usage | 44 | | New Awards | 44 | | Registration with the SEC | 44 | | PROPOSAL NO. 3 – ADVISORY VOTE ON THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS | 83 | | PROPOSAL NO. 4 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 85 | | Principal Accountant Fees and Services | 85 | | Audit Committee’s Pre-Approval Policies and Procedures | 86 | | AUDIT COMMITTEE REPORT | 87 | | DELINQUENT SECTION 16(a) REPORTS | 88 | | BENEFICIAL OWNERSHIP OF COMMON STOCK | 89 | | GENERAL MATTERS | 91 | | Availability of Certain Documents | 91 | | Stockholder Proposal and Nominations | 91 | | Other Matters | 92 | | AMENDMENT NUMBER FOUR TO THE AMERICAN PUBLIC EDUCATION, INC. 2017 OMNIBUS INCENTIVE PLAN | A-1 | | CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | B-1 |

  2. Item 1: Election of Directors

    Item 1: Election of Directors Our director nominees bring a mix of experience, backgrounds, and perspectives to the Board. The Board recommends a vote FOR each nominee. See page 26.

  3. Nominee Highlights

    Nominee Highlights

  4. Nominee Highlights

    | • | 100% have strategy, risk management, and operational experience | | • | Average tenure of independent director nominees: 3 years | | • | Average age of nominees: 56 years old |

  5. Nominee Highlights

    | | 5 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  6. Director Nominees

    Director Nominees

  7. Director Nominees

    | | | | Current Committee Memberships | | | | Nominee | Age | Director Since | AUD | MDC | NCG | | Granetta B. Blevins, Independent(1) Independent Consultant | 66 | 2020 | C | | X | | Michael D. Braner, Independent Managing Member and Chief Compliance Officer, 325 Capital LLC | 55 | 2023 | X | X | | | Anna M. Fabrega, Independent Former Chief Executive Officer, Local Bounti Corp. | 46 | 2022 | X | X(2) | | | James Kenigsberg, Independent Former Senior Strategic Advisor, 2U Inc. | 49 | 2022 | | X | C | | Daniel S. Pianko, Independent(3) Co-Founder and Managing Director, Achieve Partners | 48 | 2020 | | | X | | Angela K. Selden President and Chief Executive Officer of the Company | 59 | 2019 | | | | | Richard J. Statuto, Independent Former President and Chief Executive Officer of Bon Secours Health System | 68 | 2025 | X | X | |

  8. Director Nominees

    | AUD | Audit Committee(1) | Audit Committee Financial Expert | | MDC | Management Development & Compensation Committee(2) | Expected Committee Chair as of the Annual Meeting | | NCG | Nominating and Corporate Governance Committee(3) | Board Chair | | C | Committee Chair | | | X | Committee Member | |

  9. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board is currently comprised of nine directors. Our nominees for the election of directors at the Annual Meeting include six independent non-employee directors and our Chief Executive Officer. Eric C. Andersen and William G. Robinson, Jr. have decided to not stand for reelection at the Annual Meeting, and the size of the Board will be reduced to seven directors upon their departure from the Board. Each director is elected to serve a one-year term, with all directors subject to annual election. At the recommendation of the NCG Committee, the Board has nominated the following persons to serve as directors for the term beginning at the Annual Meeting on May 23, 2025: Granetta B. Blevins; Michael D. Braner, Anna M. Fabrega; James Kenigsberg; Daniel S. Pianko; Angela K. Selden; and Richard J. Statuto. All of the nominees are currently serving on the Board. Proxies received in response to this solicitation will be voted FOR the election of each nominee named in this section unless otherwise stated in the proxy or in the case of a broker non-vote with respect to the proposal. Proxies submitted for the Annual Meeting can only be voted for those nominees named in this Proxy Statement. If, however, any director nominee is unable or unwilling to serve as a nominee at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee designated by the Board, or the Board may reduce the size of the Board. Each nominee has consented to serve as a director if elected, and the Board does not believe that any nominee will be unwilling or unable to serve. Each director will hold office until his or her successor is duly elected and is qualified or until his or her earlier death, resignation, or removal.

  10. Criteria for Evaluating Director Nominees

    Criteria for Evaluating Director Nominees The Board provides strategic direction to the Company and oversees the performance of our business and management. The NCG Committee periodically identifies and reviews with the Board desired skills and attributes of both individual Board members and the Board overall within the context of current and future needs. Among the Committee’s responsibilities is the development of general criteria, subject to approval by the full Board, for use in identifying, evaluating, and selecting qualified candidates for election or re-election to the Board. The Committee reviews the appropriate skills and characteristics required of directors in the context of the current composition of the Board, our operating requirements, and the long-term interests of our stockholders. It may use outside consultants to assist in identifying candidates. In determining whether to recommend candidates to serve on the Board, the Committee considers (i) whether candidates meet regulatory and independence requirements, (ii) the Board’s overall composition in light of current and future needs, (iii) the past performance of incumbent directors, (iv) whether candidates have the qualities of integrity, judgment, acumen, and the time and ability to make a constructive contribution to the Board, and (v) each current or prospective director’s public company leadership positions and other outside commitments. In reviewing the composition of the Board, the Committee considers professional skills and background, experience in relevant industries, and geographic background, and any applicable rules and regulations regarding the composition of the Board, including those of Nasdaq and the SEC. The Committee maintains a commitment to an inclusive approach with respect to the pool from which the Committee selects director candidates, and considers candidates submitted by directors and management, as well as candidates recommended by stockholders, which are evaluated in the same manner as other candidates identified to it. Final approval of director candidates is determined by the full Board. In order to mitigate risks of director overcommitments, the Company limits the number of other public company boards that on which non-employee directors and directors who are executive officers may serve to four and two, respectively, in each case including the Board, and also limits the number of public company board audit committees on which directors may serve to three, including the Audit Committee of the Board. All of our directors are in compliance with these limitations. As a part of our continued process of Board refreshment and succession planning, the NCG Committee and the Board regularly consider adding additional directors to the Board. In July 2024, the Committee

  11. Criteria for Evaluating Director Nominees

    | | 26 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  12. Criteria for Evaluating Director Nominees

    engaged Spencer Stuart, a professional search firm, to assist with a director search. The chair of the Committee, Mr. Kenigsberg, with input from the Board, developed criteria and specifications to be used to identify potential candidates based on a review of the Board’s current and future needs and then-current composition, among other things. After a comprehensive review of potential candidates, Spencer Stuart identified Mr. Statuto as a potential Board member. In connection with the decision to appoint Mr. Braner to the Board in 2023, we entered into a Cooperation Agreement with 325 Capital LLC. Other than the Cooperation Agreement, which contemplated that Mr. Braner would be nominated for election to the Board at the 2023 Annual Meeting, there are no arrangements or understandings between a director and any other person pursuant to which such person was elected as director or is being nominated as a director. The Board has determined that all of our director nominees are qualified to serve as directors of the Company. Set forth below are some of the experiences, qualifications, attributes, and skills possessed by these nominees.

  13. Criteria for Evaluating Director Nominees

    | Qualifications and Experience | Blevins | Braner | Fabrega | Kenigsberg | Pianko | Selden | Statuto | | Business Strategy Experience | • | • | • | • | • | • | • | | Finance, Investment and Accounting Experience | • | • | • | | • | • | • | | Corporate Governance Experience | • | • | | | • | • | • | | Operational Experience | • | • | • | • | • | • | • | | Education Sector Experience | • | | | • | • | • | | | Risk Management Experience | • | • | • | • | • | • | • | | Sales & Marketing Expertise | | | • | | | • | • | | Talent Management Expertise | • | | • | • | • | • | • | | Technology or Cybersecurity Expertise | | | • | • | • | • | |

  14. Criteria for Evaluating Director Nominees

    Information for each nominee for director, including names, ages as of March 27, 2025, terms of office, principal occupations, and business experience is set forth below. In addition, for each nominee, we have included additional information regarding the experiences, qualifications, attributes, or skills that caused the NCG Committee and the Board to determine that the person should serve as a director for the Company.

  15. Criteria for Evaluating Director Nominees

    | | 27 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  16. Criteria for Evaluating Director Nominees

    | Granetta B. Blevins | | | Director since June 2020 • Audit Committee (Chair) • Nominating and Corporate Governance Committee Age: 66 Independent: Yes | Biography Ms. Blevins has worked as an independent consultant/contractor since January 2000, working in a variety of capacities for non-profit and for-profit start-ups to mid-size businesses in multiple industries. From October 2018 to September 2019, Ms. Blevins served as Chief of Staff, LRNG at Southern New Hampshire University, where she was responsible for managing strategy, budget and resources for the LRNG learning platform. She also served as Chief Financial Officer and Chief of Staff of the non-profit social enterprise Collective Shift, which created the LRNG platform, from January 2015 until its acquisition by Southern New Hampshire University in October 2018. In addition, she served as Chief Financial Officer of Education Design Studio, a fund investor and business incubator for education technology start-up companies, from December 2012 until December 2019, and Chief Financial Officer of GlassLab, Inc., a non-profit that creates digital games for learning and assessment, from May 2014 to December 2016. Prior to 2000, Ms. Blevins held senior level finance and corporate planning positions with both public and privately held companies. Ms. Blevins currently serves on the Board of Trustees of Georgetown College in Georgetown, Kentucky and Chairs the Finance Committee and is a member of the Executive Committee. Ms. Blevins is also on the Board of Directors for CHI Saint Joseph Health, part of CommonSpirit Health, and chairs the Audit and Compliance Committee and serves on the Credentials Committee. Ms. Blevins has previously served on and chaired boards of other non-profits and been a board member of another for-profit privately held company. Skills and Qualifications • Significant experience serving in senior management positions for a range of corporations and non-profits • Extensive experience in financial management, financial planning and analysis, strategic planning, strategy execution and governance • Expertise in the education industry, including with respect to technology |

  17. Criteria for Evaluating Director Nominees

    | Michael D. Braner | | | Director since March 2023 • Audit Committee • Management Development & Compensation Committee Age: 55 Independent: Yes | Biography Mr. Braner has served as a founding Managing Member and as Chief Compliance Officer at 325 Capital LLC, a long-term, significant, minority owner of small public companies, since March 2019, where he is involved in investment research and overseeing compliance. Previously, Mr. Braner served as a Partner at Sagard Capital Partners LP, pursuing a similar investment strategy to 325 Capital, from 2005 to May 2016. Prior to that, Mr. Braner served as a Partner in JB Investment Partners, an investment company he founded in 2003, from 2003 to 2004. Earlier in his career, Mr. Braner served for more than 10 years at Bain & Company Inc., a management consulting company, where he consulted large corporations and private equity investors. Skills and Qualifications • Experience in executive-level investment and business consulting • Experience as a significant shareholder of the Company • Expertise in executive leadership and corporate governance |

  18. Criteria for Evaluating Director Nominees

    | | 28 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  19. Criteria for Evaluating Director Nominees

    | Anna M. Fabrega | | | Director since May 2022 • Audit Committee Age: 46 Independent: Yes | Biography Ms. Fabrega served as Chief Executive Officer of Local Bounti Corp. from June 2023 to December 2023. In addition, from October 2021 to November 2022, Ms. Fabrega served as Chief Executive Officer of fresh prepared food subscription service company Freshly, LLC, after joining Freshly as Chief Commercialization Officer in January 2021. Prior to Freshly, Ms. Fabrega spent nine years in roles of increasing seniority with Amazon, most recently as Managing Director, Amazon Convenience Stores, which includes Amazon Go, Amazon’s cashless convenience and grocery stores, from January 2020 through January 2021, and previously as Director, Amazon Go, from 2014 through January 2020. During her Amazon Go tenure, Ms. Fabrega helped launch Amazon Go Grocery, the first “Just Walk Out” grocery store, and scale the business to 28 stores across four cities. She earlier served as Senior Manager, Marketing and Third Party Marketplace, Sporting Goods, and General Manager, Sports and Outdoors, Amazon’s $4 billion sports and outdoors business, after joining Amazon in 2011. Before Amazon, Ms. Fabrega served as a Senior Product Manager, Brand Management and Relationship Marketing, and then Senior Manager, Global Brand Strategy, at Microsoft from 2008 through 2011, Director, Brand Management and Financial Services, for Stripes Convenience Stores, a convenience store chain then owned by Susser Holdings Corporation, from 2004 through 2008, and Inventory Control Manager at J&L Industrial, an industrial distribution and supply company then owned by Kennemetal, from 2002 to 2003. Ms. Fabrega began her career in distribution and operations at McMaster-Carr Supply Company, a hardware, tools, and materials supplier, in 1999. Skills and Qualifications • Experience in marketing, including digital marketing, and business management roles • Leadership at accelerated growth and technology companies |

  20. Criteria for Evaluating Director Nominees

    | James Kenigsberg | | | Director since June 2022 • Nominating and Corporate Governance Committee Age: 49 Independent: Yes | Biography Mr. Kenigsberg serves as a technologist for Epic Staffing Group and as a member of its board since 2022. He also served as a Senior Strategic Advisor to 2U Inc., a leading education technology company, from January 2022 to January 2024, and before that served as 2U’s Chief Technology Officer, a role in which he was integral in starting and growing the company from a start-up to a global, publicly traded company, since 2008. Mr. Kenigsberg has since August 2022 also served as a Venture Partner with Emerge Education, a European seed fund investing in startup education companies. Prior to 2U, Mr. Kenigsberg’s served as a Product Development Manager and later Vice President of Application Development at The Princeton Review, an education services company, from 2000 to 2008, where he led technology and product development teams. He was also formerly a part of technology and product development teams at Thomson Reuters and Ogilvy & Mather, and has served and continues to serve as an outside advisor to a number of education and technology companies: Skills and Qualifications • Experience in education technology across multiple decades • Experience in advising education and technology companies |

  21. Criteria for Evaluating Director Nominees

    | | 29 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  22. Criteria for Evaluating Director Nominees

    | Daniel S. Pianko | | | Director since June 2020 • Nominating and Corporate Governance Committee Age: 49 Independent: Yes | Biography Mr. Pianko has served as Board Chair since March 2025. Mr. Pianko is the founder of and currently serves as an investor and Managing Director for Achieve Partners, since January 2019. Since April 2011, he has served as an investor and Managing Director for University Ventures, which he also founded. He also serves on the boards of directors of Education Excellence Corporation, Tiber Health, Yellowbrick Learning, and Ro Health Inc. Mr. Pianko is a frequent commentator on higher education and his insights have been featured in national media outlets including The Wall Street Journal, CNBC, TechCrunch, Inside Higher Ed, and The Chronicle of Higher Education. Prior to founding University Ventures, Mr. Pianko established a student loan fund, served as chief of staff for the public/private investments in the Philadelphia School District, and worked as a hedge fund analyst. Mr. Pianko began his career in investment banking at Goldman Sachs. He currently serves on the Board of Trustees of Harlem Village Academies. Skills and Qualifications • Experience as an investor in the higher education sector • Expertise related to higher education |

  23. Criteria for Evaluating Director Nominees

    | Angela K. Selden | | | Director since September 2019 • President and Chief Executive Officer Age 58 Independent: No | Biography Ms. Selden has served as President and Chief Executive Officer and a member of the Board since September 2019. Ms. Selden previously served as Chief Executive Officer and a member of the board of DIGARC, LLC, an education technology provider to higher education institutions, from October 2016 to August 2019, continuing as a member of the board of directors until June 2021. From September 2005 until June 2013, Ms. Selden served as Chief Executive Officer and Executive Co-Chairman of Arise Virtual Solutions, Inc., a virtual workforce solutions outsourcer. Ms. Selden has also served as Chief Executive Officer of two private companies and served on a variety of private company boards. Earlier in her career, Ms. Selden spent 18 years at Accenture, including serving as the Managing Partner, leading Accenture’s North American Consumer and Industrial Products group to significant growth. In addition, Ms. Selden served on the University of St. Thomas, Opus College of Business’ Strategic Board of Governors from April 2012 to September 2019. Skills and Qualifications • Close to 25 years of leadership and management experience within the education and technology-enabled solutions industries and within private-equity and publicly-traded business • Experience in business strategy, financial oversight, risk management, sales, marketing, cybersecurity and corporate governance • Experience delivering workforce solutions to Fortune 500 enterprises and executing large-scale business transformation programs |

  24. Criteria for Evaluating Director Nominees

    | | 30 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  25. Criteria for Evaluating Director Nominees

    | Richard J. Statuto | | | Director since March 2025 • Audit Committee • Management Development & Compensation Committee Age: 68 Independent: Yes | Biography Mr. Statuto has served as Chairman of the board of directors of Premier, Inc. since 2023 and is a member of the Compensation Committee and Nominating and Governance Committee. He previously served as Chairman of the Board of Premier from May 2013, when the company went public, until August 2019. Mr. Statuto is currently an Executive Advisor for LRVHealth, a Boston-based venture capital firm, and for CoVest Partners, a Charlotte-based private equity firm. He previously served as President and Chief Executive Officer of Bon Secours Health System from 2005 until its merger with Mercy Health in 2018. Earlier in his career, he served as Chief Executive Officer of St. Joseph Health System in California from 1995 to 2004. In addition to his executive leadership roles, Mr. Statuto has served as Chairman of the Board of Trustees of the Catholic Health Association, Vice Chairman of Christus Health in Dallas, Vice Chairman of Incarnate Word Health System, Vice Chairman of CMMB, and Chairman of the American Red Cross Orange County California. He has also held board positions at Kmart, the Innovation Institute, Covenant Health System in Massachusetts, Mercy Housing, and the finance committee of the American Heart Association. Skills and Qualifications • Expertise in corporate governance, financial oversight, and risk management, strategic growth initiatives, and serving on finance and governance committees |

  26. 2024 DIRECTOR COMPENSATION

    2024 DIRECTOR COMPENSATION Pursuant to our non-employee director compensation policy, for 2024, directors received an annual retainer of $70,000. The chairs of the Audit, MDC, and NCG Committees were entitled to receive an additional annual retainer of $15,000, $10,000, and $8,000, respectively. The non-employee Board Chair was entitled to receive an additional annual retainer of $50,000. The Chairperson was not entitled to receive any additional annual retainers for also serving as chair of any of the Board’s standing committees. Members of the Board may also be asked to serve as a representative of the Board on the board of one of our wholly owned subsidiaries and receive a flat additional retainer of $65,000 for service with respect to APUS or RU. The annual retainers are payable in quarterly installments, and each director may, before the beginning of the applicable year, elect to receive his or her annual retainer in common stock having the same value as the portion of the annual retainer to be paid, calculated as of the close of business on the first business day of the year. In connection with our annual meeting of stockholders, our non-employee director compensation policy for 2024 also provided for an annual grant to each director of restricted stock having a value of $80,000 on the grant date. Consistent with past practice, the restricted stock grant vests on the earlier of the one-year anniversary of the date of grant or immediately prior to the next year’s annual meeting of stockholders. We also reimburse all directors for travel and other necessary business expenses incurred in the performance of their services for us and extend coverage to them under the directors’ and officers’ indemnity insurance policies. The following table sets forth information regarding compensation earned by our non-employee directors during 2024:

  27. 2024 DIRECTOR COMPENSATION

    | Name(1) | Fees Earned or Paid in Cash | Stock Awards(2) | Total | | Eric C. Andersen | $120,000 | $79,997 | $199,997 | | Granetta B. Blevins | $82,365 | $79,997 | $162,362 | | Michael Braner | $70,000 | $79,997 | $149,997 | | Anna M. Fabrega | $70,000 | $79,997 | $149,997 | | Jean C. Halle(3) | $32,225 | $0 | $32,225 | | James Kenigsberg | $74,989 | $79,997 | $154,986 | | Dr. Barbara L. Kurshan(3) | $26,538 | $0 | $26,538 | | Daniel S. Pianko | $135,000 | $79,997 | $214,997 | | William G. Robinson | $145,000 | $79,997 | $224,997 |

  28. 2024 DIRECTOR COMPENSATION

    | (1) See the Summary Compensation Table in the “Compensation Tables and Disclosures” section of this Proxy Statement for disclosure related to Ms. Selden, who is one of our named executive officers. |

  29. 2024 DIRECTOR COMPENSATION

    | (2) The grant date fair value per share of the restricted stock awards in 2024 was $18.39 for each of the other non-employee directors, each as computed in accordance with FASB ASC Topic 718. |

  30. 2024 DIRECTOR COMPENSATION

    | (3) Service on the Board ended upon adjournment of the 2024 Annual Meeting of Stockholders. |

  31. 2024 DIRECTOR COMPENSATION

    | | 32 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  32. 2024 DIRECTOR COMPENSATION

    As of December 31, 2024, there were no exercisable or unexercisable option awards held by our 2023 non-employee directors. The aggregate number of unvested stock awards outstanding held as of that date by our 2023 non-employee directors were as follows:

  33. 2024 DIRECTOR COMPENSATION

    | Name | Stock Awards | | Eric C. Andersen | 4,350 | | Granetta B. Blevins | 4,350 | | Michael Braner | 4,350 | | Anna M. Fabrega | 4,350 | | James Kenigsberg | 4,350 | | Daniel S. Pianko | 4,350 | | William G. Robinson | 4,350 |

  34. 2024 DIRECTOR COMPENSATION

    In December 2024, Willis Towers Watson presented to the MDC Committee information on non-employee director compensation, providing comparative information on the same peer group that the MDC Committee uses for executive compensation, as well as general industry levels. Because the comparative information indicated that the Company’s non-employee director compensation was below the 50th percentile of peers and survey data, the Board determined to increase the existing non-employee director compensation for 2025, which was the first increase since January 2020. Accordingly, effective January 1, 2025, the annual retainer for non-employee directors increased to $80,000 and the additional retainer for the Board Chair increased to $80,000, and the 2025 annual equity grant will be increased to $110,000.

  35. 2024 DIRECTOR COMPENSATION

    | | 33 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  36. 2024 Performance

    2024 Performance In 2024, we experienced strong financial performance across the enterprise, outperforming our full-year 2024 financial guidance. We reported revenue of $624.6 million, exceeding the top end of the original guidance and meeting the midpoint of our raised revised guidance. Net income available to common stockholders was $10.1 million, and Adjusted EBITDA of $72.3 million exceeded both the high end of our original and revised guidance range and represented 21% of year-over-year growth, building on the positive momentum and leveraging the acceleration we experienced in the previous year. Net income of $0.55 per diluted share also exceeded full-year guidance expectations, marking a significant improvement compared to the previous year’s net loss. Adjusted EPS achievement, as measured in the Annual Incentive Plan, was $1.00, above the maximum performance goal of $0.91. Our achievements in 2024 were a direct result of the work we continue to do to stabilize and transform RU and deliver growth and margin expansion at APUS and HCN. Our nursing and healthcare institutions delivered strong financial and enrollment growth. As we reported to the financial markets at the beginning of the year, at RU, in the last two quarters of 2024, there was positive momentum with respect to Adjusted EBITDA and enrollments. The third quarter of 2024 was the first quarter in which RU experienced positive year-over-year enrollment growth since its acquisition, with the trend continuing in the fourth quarter of 2024. Additionally, we continued to prioritize student outcomes and NCLEX pass rates. In 2024, 23 of our 25 nursing reporting entities met the state NCLEX pass rate thresholds, and positive enrollment trends at HCN continued. At APUS, 2024 total net course registrations increased 3% as compared to 2023, demonstrating consistent active-duty and veteran registrations, a testament to the strong military franchise that American Military University, a part of APUS, has built.

  37. 2024 Target Compensation Mix

    2024 Target Compensation Mix The charts below show the breakdown of the components of Ms. Selden’s target compensation opportunity for 2024, as well as the breakdown of the average target compensation for our other NEOs. As discussed in the overview section below, the breakdown of target compensation opportunity reflects our focus on variable compensation tied to performance, with our CEO’s fixed base salary representing 28% of her total target compensation opportunity, with annual and long-term incentives tied to financial performance relative to budget, strategic goals achievement, and stock price performance representing the remainder. While Ms. Selden’s base salary was not increased in 2024, for the second year in a row, the percentage of her base salary increased in 2024 compared to prior years because the MDC Committee decided to reduce the value of her 2024 long-term incentive awards for 2023 relative to prior years, including to account for the Company’s performance in 2023, and does not reflect a change in the Company’s emphasis on performance-based pay.

  38. Executive Compensation Best Practices

    | What We Do | | How We Do It | | We Pay for Performance | | We tie a significant portion of our executives’ annual compensation opportunity to objective performance metrics and continue to monitor our compensation mix to ensure the performance-based portion is consistent with that of our peers. | | We Target Pay Competitively | | We generally seek to target compensation within a competitive range of the market median and only deliver greater compensation when warranted by actual superior performance. Conversely, we seek to deliver lower compensation when performance results do not meet our threshold expectations. We review our compensation and performance alignment as compared to our peers annually to understand where our programs are working and where we can continue to make improvements. | | We Maintain Executive Stock Ownership Guidelines | | Each of our executives is expected to own shares of our common stock with a value ranging from two to six times the executive’s base salary, depending on position. | | We Utilize Meaningful Vesting Conditions for Equity Awards | | Equity awards, including performance-based awards, have three-year ratable vesting periods. |

  39. Executive Compensation Best Practices

    | What We Do | | How We Do It | | We Impose a “Clawback Policy” | | We have an incentive compensation recoupment policy that requires us to recover erroneously awarded incentive-based compensation previously paid to certain executive officers in the event of an accounting restatement due to our material noncompliance with financial reporting requirements. In addition, pursuant to previously existing plans and agreements, we can recover any performance-based cash or equity award made to any recipient where, as a result of an accounting restatement, performance goals were later determined not to have been achieved. We can also recover equity awards made to an employee in cases where we are required to prepare an accounting restatement due to our material noncompliance with financial reporting requirements and the restatement is the result of misconduct that resulted from the employee knowingly having engaged in that misconduct, the employee’s gross negligence, or the employee knowingly or through gross negligence having failed to prevent misconduct. | | We Utilize an Independent Compensation Consulting Firm | | The MDC Committee utilizes Willis Towers Watson, an independent compensation consulting firm, to assist the Committee in determining compensation. |

  40. Executive Compensation Best Practices

    | What We Don’t Do | | How We Prohibit It | | We Don’t Permit Hedging | | We prohibit our directors and employees, including our NEOs, from engaging in short sales, transactions in derivative securities (including put and call options), or other forms of hedging and monetization transactions, such as zero-cost collars, equity swaps, exchange funds, and forward sale contracts, that allow the holder to limit or eliminate the risk of a decrease in the value of our securities. | | We Don’t Permit Pledging | | We prohibit our directors and officers, including our NEOs, from holding our securities in margin accounts, pledging our securities as collateral or maintaining an automatic rebalance feature in savings plans, deferred compensation, or deferred fee plans, to avoid sales of our securities on behalf of an individual related to margin calls, loan defaults, and automatic rebalances, which may occur when the individual has material nonpublic information about us. | | We Don’t Offer Single-Trigger “Change of Control” Payments | | For those NEOs who have employment agreements, the agreements provide that in the case of a “change of control” the NEO only receives severance payments in connection with a termination of their employment. | | We Don’t Provide Tax Gross-Ups | | We do not provide our NEOs with tax gross-up payments for a change of control in employment agreements, or for other benefits. |

  41. Executive Compensation Best Practices

    | COMPETITIVE COMPENSATION |

  42. Assessing Competitive Practice

    Assessing Competitive Practice For 2024, the MDC Committee continued its prior engagement of Willis Towers Watson as an independent consultant to the Committee, including to assist the Committee with a competitive assessment of base salary, annual incentives, long-term equity incentives, and total direct compensation. The MDC Committee assesses the independence of its consultant annually, considering, among other factors, the independence factors established by Nasdaq. Specifically, Willis Towers Watson provides no services to the Company or its management other than the services provided to the MDC Committee in its capacity as the MDC Committee’s independent consultant on executive compensation matters. Willis Towers Watson affirmed that no member of the consulting team has any business or personal relationship with any member of the MDC Committee. Willis Towers Watson also affirmed that neither Willis Towers Watson nor any member of the consulting team serving the MDC Committee owns any stock of the Company. In addition, the MDC Committee evaluated the work of Willis Towers Watson and determined that its work raised no conflict of interest, including under the applicable independence assessment set forth in Nasdaq rules. Considering all of these factors, the MDC Committee concluded Willis Towers Watson was independent. For the MDC Committee’s assessment of its compensation program, Willis Towers Watson provides comparative data that includes survey data for each of the NEOs and data from a group of publicly traded companies against which we compare compensation, which we refer to as our peer group. For those executives for whom both survey data and peer group data are available, the MDC Committee uses the survey data for its primary comparisons because it believes, consistent with the advice of Willis Towers Watson, that the survey data is more robust and provides a better comparison for the Company than the peer group data. This is in part because peer group data is more limited and typically cannot be size-adjusted to account for revenue responsibilities. Consistent with the advice of Willis Towers Watson, when reviewing compensation for executive positions, the MDC Committee generally considers compensation to be competitive if it falls within the following ranges relative to the 50th percentile of the comparative survey data:

  43. Survey Data and Peer Group

    Survey Data and Peer Group For 2024 compensation decisions, Willis Towers Watson provided data from the following published surveys as a primary source: the 2024 Willis Towers Watson General Industry Executive Compensation U.S. Survey Report and the 2024 College and University Professionals Association for Human Resources Administrators in Higher Education Annual Survey Report. Because of the varying size of the companies included in the databases for the published surveys, Willis Towers Watson informed the MDC Committee that, to the extent possible, it had assessed the published survey data in the context of APEI consolidated and institution only projected fiscal 2024 revenue, as revenue responsibility is typically one of the most reliable predictors of executive compensation. The review of survey data for setting initial 2024 compensation included a competitive analysis for each of our 2024 NEOs, as well as other members of our management team. The review determined that the base salary and total cash compensation were generally within the competitive range, but target 2024 long-term incentive awards were generally below the competitive range. While the MDC Committee uses survey data as the primary source of comparative information, we believe a peer group is still an important element of the review of the competitive market for executive talent. The MDC Committee annually reviews the peer group for potential updates. For 2024, the MDC Committee, with the assistance of Willis Towers Watson, screened for public companies within the education services, consumer services, commercial and professional services, and software and services industry that were similar in size (revenue, net income, total assets, and number of employees), were peers of our peers, and that we had selected or proxy advisory firms had identified as our peers. As a result of this evaluation process, the MDC Committee determined not to make any changes for purposes of the peer group used for setting executive compensation for 2024. The 2024 peer group consisted of the following companies:

  44. Survey Data and Peer Group

    | • | 2U, Inc. (TWOU) |

  45. Survey Data and Peer Group

    | • | Adtalem Global Education Inc. (ATGE) |

  46. Survey Data and Peer Group

    | • | Grand Canyon Education, Inc. (LOPE) |

  47. Survey Data and Peer Group

    | • | Laureate Education, Inc. (LAUR) |

  48. Survey Data and Peer Group

    | • | Lincoln Educational Services Corporation (LINC) |

  49. Survey Data and Peer Group

    | • | Perdoceo Education Corporation (PRDO) |

  50. Survey Data and Peer Group

    | • | Strategic Education, Inc. (STRA) |

  51. Survey Data and Peer Group

    | • | Stride, Inc. (LRN) |

  52. Survey Data and Peer Group

    | • | Universal Technical Institute, Inc. (UTI) |

  53. Survey Data and Peer Group

    The review of our peer group for setting initial 2024 compensation resulted in comparative information for Ms. Selden, Mr. Sunderland, and Mr. Fernandes. Comparative information was not available for the remaining NEOs due to the more limited sample size of peer group data as compared to survey data.

  54. Survey Data and Peer Group

    | | 50 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  55. Survey Data and Peer Group

    | ELEMENTS OF COMPENSATION |

  56. Survey Data and Peer Group

    The compensation program for our NEOs is comprised of three core elements: base salary, annual incentive cash compensation, and long-term equity incentives.

  57. Survey Data and Peer Group

    | Pay Element | | How it Links to Performance | | | BASE SALARY | | | | | • | Regular, fixed compensation element | • | Informed by the 50th percentile of the survey data received from the MDC Committee’s independent compensation consultant | | • | Reviewed annually | • | Intended to be part of a competitive total compensation package | | • | Reflects each NEO’s individual role and responsibility | | | | SHORT-TERM ANNUAL INCENTIVE COMPENSATION | | | | | • | Provides cash incentives for achieving and surpassing financial and strategic goals | • | Helps focus executives on financial, strategic, and operations plans and goals that are expected to lead to increased stockholder value | | • | Offers the opportunity for NEOs to earn annual payments for achievement of Adjusted EBITDA, revenue; and satisfaction of annual institution-specific strategic goals | • | This focus is enhanced through above target payout opportunities, an additional incentive paid to NEOs for superior performance | | • | Generally structured so that target total cash (base salary plus annual incentives) is competitive with the 50th percentile of the survey data when target performance goals under the annual incentive plan are achieved | | | | LONG-TERM EQUITY INCENTIVE COMPENSATION | | | | | • | Annual grants of equity awards consisting of time-based RSUs and PSUs | • | Intended to align the interests of the NEOs with those of our stockholders | | • | Annual grants of equity awards consisting of time-based RSUs and PSUs | • | Time-based vesting aids in the retention of NEOs | | • | PSUs tied to fiscal year achievement of revenue and earnings per share (“EPS”) | • | Revenue and EPS performance measures align with metrics that are relevant to the achievement of our long-term strategic goals | | • | Generally selected so that total target compensation is competitive with the 50th percentile of the survey data received from the MDC Committee’s independent consultant | • | The MDC Committee retains the right to adjust equity awards downward, including based on its assessment of the demonstration of leadership behaviors, transparency, fidelity to our vision and values, and commitment to a culture of compliance | | • | Provides compensation that is tied to longer-term performance | | |

  58. Survey Data and Peer Group

    | | 51 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  59. Survey Data and Peer Group

    | 2024 COMPENSATION DECISIONS |

  60. Survey Data and Peer Group

    In setting base salary, annual incentive cash compensation, and long-term equity incentives for 2024, the MDC Committee considered, among other factors, the compensation levels for our NEOs in 2023, the respective performances of each of our NEOs in 2023 an enhanced focus on differentiation and pay-for-impact based on a culture of performance and accountability, internal fairness and equity consistent with role, and what the Committee believed was required based on the marketplace for executive talent, including based on the market information provided by Willis Towers Watson.

  61. 2024 Annual Incentive Plan

    2024 Annual Incentive Plan Overall Opportunity We believe annual incentive cash compensation furthers our compensation philosophy and objectives by focusing our NEOs on performance goals that measure strategic and financial objectives. The total opportunity for annual cash incentive compensation for our NEOs under our AIP is expressed as a target percentage of base salary. The following table sets forth the threshold, target, and maximum incentives under the AIP for our NEOs.

  62. 2024 Annual Incentive Plan

    | Named Executive Officer | Threshold (50% of Target) | Target Incentive (% of Base Salary) | Maximum (200% of Target) | | Angela K. Selden | 47.5% | 95% | 190% | | Richard W. Sunderland, Jr. | 25.0% | 50% | 100% | | Nuno S. Fernandes | 32.5% | 65% | 130% | | Craig S. MacGibbon | 25.0% | 50% | 100% | | Thomas A. Beckett | 25.0% | 50% | 100% |

  63. 2024 Annual Incentive Plan

    After considering the survey data and the individual performance of the executives, the MDC Committee determined that the target AIP percentages for all continuing NEOs should remain the same for 2024. The MDC Committee believes that the proportion of target annual incentive compensation to target total cash compensation (base salary plus target annual incentive pay) for our NEOs should be a relatively high percentage. It is also the Committee’s general intent, as discussed above, that target annual incentives should be structured so that target total cash compensation approximates the 50th percentile of the survey data for achievement of target performance goals under the AIP. We believe that positioning to be competitive with the 50th percentile is appropriate for target total cash compensation because of the high level of performance that we believe is required from our executives in order for us to achieve our performance goals. We believe the high percentage of compensation tied to incentive compensation increases the focus of our NEOs on achieving our performance goals. 2024 AIP Design Changes During 2023, we conducted a review of prevailing short- and long-term incentive plan design practices to identify opportunities to reinforce our performance-based pay philosophy, increase alignment with market practices, and simplify the plan design elements. As a result, after consultation with Willis Towers Watson, the MDC Committee approved the below AIP changes for 2024.

  64. 2024 Annual Incentive Plan

    | Design Elements | 2024 Plan Changes | Reasons for Changes | | Plan Metrics | Revenue replaced APUS and RU enrollment as the growth metric | Revenue is viewed as a more encompassing growth metric and provides a consistent growth metric for all our institutions | | | Strategic goals replaced individual Objectives and Key Results (“OKRs”) | Leads to meaningful and impactful focus on key strategic initiatives that will drive long-term growth and creates better alignment within each institution and across the enterprise | | | Adjusted EBITDA replaced EPS (Adjusted EBITDA was previously a long-term equity incentive plan performance measure) | Greater control over Adjusted EBITDA among most AIP participants and alignment with market practices. Our institutions lack control over outstanding shares used to calculate EPS. |

  65. 2024 Annual Incentive Plan

    | | 53 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  66. 2024 Annual Incentive Plan

    | Design Elements | 2024 Plan Changes | Reasons for Changes | | Metrics Weighting | Rebalanced earnings and growth metrics to provide approximately equal weighting | Reinforces importance of business growth and delivering bottom-line results | | Payout Opportunity | Replaced individual “stretch” targets with 200% maximum for all participants | Aligns with market practices, provides additional incentive for exceptional performance, and simplifies AIP | | Performance Scales | Increased maximum earnings performance goal from 110% to 120% of target | The increased payout opportunity (200%) requires higher performance to improve pay versus performance alignments | | | Increased threshold revenue goal from 80% to 90% of target | Requires higher performance to improve pay versus performance alignment, reduces the likelihood of AIP participants receiving payouts inconsistent with stockholder expectations and aligns with market practices |

  67. 2024 Annual Incentive Plan

    2024 AIP Performance Measures The MDC Committee determined that performance under the NEOs’ AIP should be measured based on our achievement of our financial performance and strategic goals, with financial performance metrics comprising 80% of the AIP and strategic goals comprising 20% of the AIP for all of our NEOs, other than Mr. Fernandes. We view this split among financial and strategic goals as an important reflection of our belief that our NEOs should remain focused on the overall performance of the business, but that it is also important to focus on those initiatives that will drive longer-term success. We also believe this split encourages a focus on multiple performance metrics rather than focusing on one particular metric to the exclusion of others that are also important to our results. For 2024, the financial performance measures included Adjusted EBITDA and institution revenue. For Mr. Fernandes, for 2024 the AIP opportunity was split evenly between the financial performance metrics and one strategic goal given the relative importance of that strategic goal for 2024. Adjusted EBITDA: The Committee selected Adjusted EBITDA as a financial performance measure because of its strong alignment with stockholder value creation. Adjusted EBITDA is a non-GAAP measure that is relevant to the achievement of our strategic goals and reflects our earnings performance. Adjusted EBITDA goals and achievement were based on consolidated enterprise budgets and results for executives employed at the APEI level and consolidated enterprise and APUS budgets and results for Mr. Fernandes. Revenue: The Committee selected revenue as the second financial performance measure in order to emphasize the importance of growth in addition to bottom-line results. For APEI participants, revenue was measured based on specific goals for APUS revenue, RU revenue, and HCN and GSUSA revenue measured on a combined basis, rather than measuring consolidated results, in order to make sure there was focus on growth at each institution, rather than only the collective results. The Committee combined GSUSA and HCN revenue into one measure of combined revenue given the relative size of GSUSA and HCN to the consolidated enterprise. For Mr. Fernandes, the revenue goal was solely based on APUS revenue. Strategic Goals: The Committee selected our strategic goals at the recommendation of our CEO to incent NEOs to remain focused on key initiatives that will drive sustainable long-term growth and strategy and achievement of annual financial objectives. Strategic goals are intended to represent the most critical institution and enterprise-wide initiatives to position the Company for continued success.

  68. 2024 Annual Incentive Plan

    | | 54 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  69. 2024 Annual Incentive Plan

    The following table shows the financial performance and strategic goals for APEI-level executives and for Mr. Fernandes expressed as a percentage of the portion of the AIP award at target that relates to financial and strategic performance.

  70. 2024 Annual Incentive Plan

    | | Adjusted EBITDA Weighting | | Revenue Weighting | | | Strategic Goals Weighting | | | Company | APUS | APUS | RU | HCN/GSUSA | | | APEI Executives | 35% | N/A | 20% | 20% | 5% | 20% | | Nuno S. Fernandes | 10% | 20% | 20% | N/A | N/A | 50% |

  71. 2024 Annual Incentive Plan

    Selecting 2024 Financial Performance Goals The consolidated and institution-level Adjusted EBITDA and revenue targets used for the 2024 AIP were those included in our annual budget when approved by our Board. The AIP was established with both threshold and maximum levels of performance. For 2024, the MDC Committee specified that threshold performance for Adjusted EBITDA required achieving 80% and revenue required achieving 90% of the respective target goals, which the Committee determined was at a level of achievement that would require effort for the Company to achieve. The Committee determined that it was appropriate to provide an incentive at a threshold level because it would provide an annual incentive that reflected the positive performance of the Company and the contributions of our employees and NEOs. At threshold achievement, participants earn 50% of the applicable target opportunity. In addition, the Committee set the Adjusted EBITDA threshold as a gateway metric, meaning that if it were not achieved, no payouts would be made under the AIP. The Committee also established a maximum payout for exceptional performance, which was set at 120% of the Adjusted EBITDA target and 110% of the revenue target, which the Committee determined was at a level of achievement that would require exceptional performance. At maximum performance achievement, participants earn 200% of the applicable target opportunity. In setting the threshold and maximum levels for the AIP, the Committee considered analysis from Willis Towers Watson, including a review of market practice and historical achievements that reflected that achievement at these levels was neither certain at the threshold level or likely to be achieved at the maximum level. Selecting 2024 Strategic Goals Strategic goals replaced OKRs for the 2024 AIP to incent NEOs to focus on key initiatives that will drive sustainable long-term growth in addition to annual financial objectives. The strategic goals were recommended by Ms. Selden and approved by the Committee. Strategic goals were selected for each institution and then the strategic goals for executives at the APEI level were selected from the institution-level strategic goals, with the intention of fostering alignment among AIP participants. For 2024, the Committee specified threshold, target, and maximum levels of achievement for each strategic goal that, if attained, would result in a payment of 50%, 100%, and 200% of the target amount, respectively, with no sliding scale adjustments for attainment between these levels. Two 2024 strategic goals were set for each NEO at the enterprise level, each weighted at 10% of total AIP opportunity. One goal was selected from each of our two largest institutions and aligned with strategic goals for the AIP participants at those institutions:

  72. 2024 Annual Incentive Plan

    | • | APUS: achieving compliance with the 90/10 Rule. |

  73. 2024 Annual Incentive Plan

    | • | RU: Improving overall enrollment while assuring average revenue per student. |

  74. 2024 Annual Incentive Plan

    | | 55 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  75. 2024 Annual Incentive Plan

    For 2024, Mr. Fernandes’ only strategic goal was based on the 90/10 Rule at APUS because of its relative significance. In addition, as discussed above, for Mr. Fernandes this strategic goal was also weighted at 50% of his total AIP target opportunity, rather than 20% as for the other NEOs. Annual Incentive Plan Achievement and Payouts APEI-level NEOs achieved 100.2% of target payouts while Mr. Fernandes achieved 61.3% of his target payout. Adjusted EBITDA Achievement: APEI Adjusted EBITDA achievement for 2024, which comprised 35% of AIP opportunity for APEI level NEOs and 10% for Mr. Fernandes, was assessed to be above target but below maximum, resulting in a payout of 143% of the APEI Adjusted EBITDA target. Mr. Fernandes earned 136% of the target for the APUS Adjusted EBITDA metric, which represented 20% of his 2024 AIP opportunity. For the purpose of determining performance in 2024, the MDC Committee calculated Adjusted EBITDA by deducting from EBITDA stock-based compensation expense, professional fees pursuant to unplanned projects that were approved by the Board, loss on leases, assets and disposals, and expenses related to transitioning information technology services. The Adjusted EBITDA used for the AIP was lower than our publicly reported Adjusted EBITDA because the Committee determined that it would exclude certain expenses that were greater than management had forecasted to the Board earlier in the year. The Committee concluded that its adjustments for purposes of Adjusted EBITDA were consistent with its historical practice, market practices, and a culture of accountability. Revenue Achievement: APUS and RU revenue achievement for 2024 was assessed to be 99.6% and 97.9%, respectively, of the revenue target goals. Each revenue goal target payout comprised 20% of APEI level target AIP and revenue performance resulted in payouts equal to the 98% and 90% of target for the portion of total AIP opportunity subject to revenue achievement for APUS and RU revenue, respectively. The combined revenue for GSUSA and HCN was assessed to be 51% of target and, based on the 5% AIP weighting, resulted in a 2.6% payout. Mr. Fernandes earned a payout equal to 98% for the 20% of his AIP opportunity based on APUS revenue performance. Strategic Goals Achievement: For 2024, the MDC Committee determined that the RU enrollment strategic goals were achieved at target. The MDC Committee determined that while APUS was in compliance with the 90/10 Rule for 2024, the level of achievement was not at a level that would result in a payout under the AIP. Accordingly, Mr. Fernandes did not receive a strategic goal payout, while NEOs other than Mr. Fernandes achieved 50% of their 20% strategic goal targets, or 10% of their total AIP target related to the strategic goals. The specific targets for RU enrollment and APUS 90/10 Rule strategic goals are not disclosed because they relate to information and internal forecasting of figures that are not publicly disclosed due to the proprietary nature and competitive sensitivity of that information. The method used to calculate the awards was based on actual performance. The following tables show the target opportunities and payouts for each element of the AIP for each NEO, as well as total target opportunities and payouts.

  76. 2024 Annual Incentive Plan

    | | Performance Achievement and Payouts for NEOs other than Mr. Fernandes | | | | | | | | | Metric | Weighting | Performance Goals | | | Achievement | | Payout | | | | | Threshold | Target | Maximum | Actual | % of Target | Payout % | Weighted Payout | | Adjusted EBITDA | 35% | $52.1 | $65.2 | $78.2 | $70.8 | 108.7% | 143.3% | 50.1% | | APUS Revenue | 20% | $286.4 | $318.2 | $350.0 | $317.0 | 99.6% | 98.2% | 19.6% | | RU Revenue | 20% | $198.8 | $220.9 | $242.9 | $216.3 | 97.9% | 90% | 17.9% | | HCN/GSUSA Revenue | 5% | $87.4 | $97.1 | $106.8 | $91.6 | 94.3% | 51% | 2.6% | | Strategic Goals | 20% | | | | 50% | 50.0% | 50% | 10.0% | | TOTAL | | | | | | | | 100.2% |

  77. 2024 Annual Incentive Plan

    | | 56 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  78. 2024 Annual Incentive Plan

    | | Performance Achievement and Payouts for Mr. Fernandes | | | | | | | | | Metric | Weighting | Performance Goals | | | Achievement | | Payout | | | | | Threshold | Target | Maximum | Actual | % of Target | Payout % | Weighted Payout | | APEI Adjusted EBITDA | 10% | $52.1 | $65.2 | $78.2 | $70.8 | 108.7% | 143.3% | 14.3% | | APUS Adjusted EBITDA | 20% | $73.2 | $91.5 | $109.8 | $98.2 | 107.3% | 136.4% | 27.3% | | APUS Revenue | 20% | $286.4 | $318.2 | $350.0 | $317.0 | 99.6% | 98.2% | 19.6% | | Strategic Goals | 50% | | | | 0% | 0% | 0% | 0% | | TOTAL | | | | | | | | 61.3% |

  79. 2024 Annual Incentive Plan

    | | 2024 AIP Payouts | | | | | | NEO | Target AIP | | | 2024 Payouts | | | | Annual Salary | AIP Target | Target AIP $ | % of Target | $ Payout | | Angela K. Selden | $795,000 | 95% | $755,250 | 100.2% | $757,055 | | Richard W. Sunderland, Jr. | $484,500 | 50% | $242,250 | 100.2% | $242,829 | | Nuno S. Fernandes | $500,000 | 65% | $325,000 | 61.3% | $199,079 | | Craig S. MacGibbon | $401,700 | 50% | $200,850 | 100.2% | $201,330 | | Thomas A. Beckett | $400,588 | 50% | $200,294 | 100.2% | $200,773 |

  80. 2024 Equity Incentives

    2024 Equity Incentives We believe that a significant portion of our NEOs’ total compensation should be in the form of long-term equity incentive awards in order to align the priorities of the NEOs with the interests of our stockholders. To further emphasize performance and ensure that management’s objectives are aligned with those of our stockholders, the 2024 annual equity awards for our continuing NEOs were split 50% as RSUs and 50% as PSUs. Consistent with historical practice, the RSUs and PSUs each vest in three equal installments on the first three anniversaries of the grant date, subject to achievement of performance metrics in the case of the PSUs. Determining 2024 Equity Award Values When establishing equity award values in 2024, the MDC Committee considered both shares available under the 2017 Plan and 2023 performance. Given the decline in stock price performance the Company experienced in 2023, delivering similar values for 2024 equity grants as had been delivered in 2023 would have resulted in executives receiving awards representing significantly more shares than they received in 2023, as well as depleting the shares available in the Company’s equity plan more quickly than had been expected. After considering these factors, the dilutive effects of equity awards, the importance of alignment between executives and shareholders, and recognizing that overall financial performance for 2023 was uneven across the Company and neither the financial performance nor stock price performance met our expectations, the MDC Committee determined that it was not appropriate to seek stockholder approval for additional shares in 2024, and the Committee approved equity incentive awards for 2024 with target values lower than what they would typically have been. Accordingly, to address the above, particularly the decreased grant date stock price in 2023 compared to 2024, the MDC Committee determined that the number of each of the RSUs and PSUs issued to the NEOs in 2024 should be comparable to the number of each of those units issued in 2023, which resulted in lower equity award values in 2024. If the MDC Committee had set equity award values consistent with the Willis Towers Watson competitive market data and then determined the number of units issued using the 60-day trailing average closing stock price, the 2024 equity awards would have been priced at approximately $9.00 per unit, significantly lower than the $12.91 60-day average stock price used to determine the units issued under the 2023 equity awards, resulting in a greater number of units being issued to NEOs.

  81. 2024 Equity Incentives

    | | 57 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  82. 2024 Equity Incentives

    The Committee further reduced the 2024 long-term incentive award to Ms. Selden in light of the Company’s uneven performance in 2023 and her role as CEO. The Committee also recognized that she had received a significant increase to the target value of her equity award in 2023. Ms. Selden’s 2024 equity awards granted on January 31, 2024, were valued at approximately $1.3 million, compared to the 2023 equity award value of approximately $2.8 million. The size of the equity incentive awards for our NEOs was discussed at the same time the MDC Committee met to set the other elements of compensation so that all elements of compensation were set taking into account the total target compensation opportunity. In setting the equity awards, the Committee also continued to consider equitable treatment among executives but recognized that the market for competitive talent varies among executives and that it is appropriate for equity awards to vary among executives. The equity award values and resulting number of RSUs and PSUs at the target level of performance reported in the below chart reflect the January 31, 2024, grant date closing price of $10.58.

  83. 2024 Equity Incentives

    | | 2024 Equity Awards | | | | | | NEO | Base Salary ($) | Calculated Value ($) | Value (% of Salary) | RSUs (#) | PSUs (#) | | Angela K. Selden | $795,000 | $1,296,791 | 163% | 61,285 | 61,285 | | Richard W. Sunderland, Jr. | $484,500 | $502,550 | 104% | 23,750 | 23,750 | | Nuno S. Fernandes | $500,000 | $370,300 | 74% | 17,500 | 17,500 | | Craig S. MacGibbon | $401,700 | $317,400 | 79% | 15,000 | 15,000 | | Thomas A. Beckett | $400,588 | $312,110 | 78% | 14,750 | 14,750 |

  84. 2024 Equity Incentives

    2024 Performance Share Unit Metrics In order to reflect the importance of overall financial performance and also the importance of growth for the Company, for 2024, the Committee determined to use revenue and Adjusted EPS as the performance metrics for the PSUs, each weighted at 50%. For 2024, Adjusted EPS, which was previously included as an AIP financial performance measure, replaced Adjusted EBITDA as a PSU metric because Adjusted EPS was determined to be a more appropriate and commonly used long-term incentive metric and Adjusted EBITDA would now be used in the AIP. Revenue is defined as the Company’s revenue calculated in accordance with accounting principles generally accepted in the United States (“GAAP”) and included in the Company’s financial statements. Adjusted EPS is the Company’s GAAP net income per share (diluted) included in the Company’s audited financial statements, subject to adjustment for unbudgeted or unusual items, such as impairments, effects of acquisitions and legal settlements. The Committee set targets for PSUs that reflect the approved budget. The threshold payout for PSUs was established as 50% of the target level, which would be earned for achieving 90% of the revenue target and 85% or the EPS target. These numbers reflected achievement that the Committee determined would require effort for the Company to achieve. The maximum payout was set at 200% of the target level, which would be earned for achieving 110% of the revenue target and 115% of the EPS target. These numbers reflected the Committee’s view of exceptional performance that would create shareholder value. For levels of revenue and Adjusted EPS between the applicable dollar amounts set forth below, the percentage of the award earned would be prorated accordingly. The Committee also retains the ability, in its subjective judgment, to reduce the level of achievement under the PSUs considering its views of an executive’s overall performance, demonstration of leadership behaviors, transparency, fidelity to our vision and values, and commitment to a culture of compliance. The Committee did not exercise this discretion in 2024.

  85. 2024 Equity Incentives

    | | 58 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  86. 2024 Equity Incentives

    2024 Performance Share Unit Performance Achievement

  87. 2024 Equity Incentives

    | | | Revenue (50% of Target Number of PSUs) | | Adjusted EPS (50% of Target Number of PSUs) | | | | Earnout (% of Target) | % of Budget Amount | Goal | % of Budget Amount | Goal | | Threshold | 50% | 90% | $572.4 million | 85% | $0.67 | | Target | 100% | 100% | $636.0 million | 100% | $0.79 | | Maximum | 200% | 110% | $699.6 million | 115% | $0.91 | | Actual Result | | | $624.6 million | | $1.00 | | % of Target Shares Earned | | | 91% | | 200% |

  88. 2024 Equity Incentives

    Our 2024 revenue was $624.6 million, or approximately 98% of the target goal, and Adjusted EPS was $1.00, or approximately 123% of the target goal, resulting in 145.5% of the target PSU award being earned. For 2024, the MDC Committee adjusted reported EPS for unbudgeted professional fees related to a key strategic initiative, loss on leases, assets and disposals, and loss on minority investments. The Committee concluded that these adjustments are consistent with its historical practice and market practice and provided an incentive to leadership to capitalize on unbudgeted strategic opportunities. The award earned is further subject to time-based vesting, in order to continue to provide a retention element and to encourage executives to focus on the long-term performance of the Company.

  89. 2024 Equity Incentives

    | | 2024 PSUs Earned and Subject to Vesting | | | | | Named Executive Officer | 2024 PSU Grant Date Value | Target 2024 PSU Shares | Performance Achievement | Actual 2024 PSU Shares Earned Subject to Vesting | | Angela K. Selden | $648,395 | 61,285 | 145.5% | 89,170 | | Richard W. Sunderland, Jr. | $251,275 | 23,750 | 145.5% | 34,556 | | Nuno A. Fernandes | $185,150 | 17,500 | 145.5% | 25,463 | | Craig S. MacGibbon | $158,700 | 15,000 | 145.5% | 21,825 | | Thomas A. Beckett | $156,055 | 14,750 | 145.5% | 21,461 |

  90. Employment Agreements and Post-Termination Compensation

    Employment Agreements and Post-Termination Compensation We have entered into employment agreements with Ms. Selden and Mr. Sunderland. These agreements provide the executive with severance payments upon certain terminations, including termination without cause, termination by the executive for good reason, or upon certain triggering events following a change of control. The agreements provide for certain payments in connection with a termination of the executives’ employment within 60 days prior to or 365 days following a change of control of the Company, in the case of Ms. Selden or within 180 days with respect to Mr. Sunderland. We believe that these agreements were necessary to attract some of our NEOs and help to retain these NEOs due to the prevalence of similar arrangements in the market in which we compete for executives.

  91. Employment Agreements and Post-Termination Compensation

    | | 59 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  92. Employment Agreements and Post-Termination Compensation

    In 2014, the MDC Committee (then the Compensation Committee) authorized negotiating an employment agreement with Mr. Sunderland on substantially the same terms as the agreements with our other then-serving NEOs. The Committee determined it was appropriate to have an employment agreement with Mr. Sunderland in an effort to retain Mr. Sunderland, treat him similarly to other executives, and to ensure his agreement would be subject to post-employment non-competition and non-solicitation terms with which he otherwise would not have had to comply. In 2019, we entered into an employment agreement with Ms. Selden in connection with Ms. Selden’s appointment as our President and Chief Executive Officer. The MDC Committee determined that entering into the employment agreement with Ms. Selden was appropriate in order to attract her to the Company and provide her with employment on terms similar to our other executives and in line with what we concluded were appropriate terms for a Chief Executive Officer for a company of our size and in our industry and commensurate with her responsibilities. In September 2020, Ms. Selden’s employment agreement was amended to extend certain relocation benefits. In 2017, at the recommendation of the MDC Committee, our Board adopted the Executive Severance Plan. The MDC Committee recommended the adoption of the Executive Severance Plan in order to provide severance benefits to Senior Vice Presidents of the Company that are designated by the MDC Committee without having to adopt individual employment or severance agreements. The MDC Committee concluded that a severance arrangement for the designated participants was appropriate in order to help retain these executives. In concluding it was appropriate to adopt the Executive Severance Plan, the MDC Committee considered practices in industry generally and among our peer group, as well as the advice of Willis Towers Watson. The MDC Committee also considered that the Executive Severance Plan requires, as a condition to receiving benefits, that each participant must comply with covenants not to compete with us and our affiliates and not to solicit our employees or those of our affiliates, in each case during the term of employment and for a period of 12 months thereafter. In addition, in order to receive severance benefits, a participant must agree to release all claims against us and our affiliates and their respective officers and directors. For additional information regarding these agreements, including a quantification of benefits that would be received by these officers had termination occurred on December 31, 2024, see the section titled “Potential Payments upon Termination or Change in Control” below.

  93. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We maintain a non-qualified deferred compensation plan in which our executive officers are permitted to participate. The Code limits the amounts of matching contributions that we can contribute to our traditional 401(k) plan for the benefit of our executives. The deferred compensation plan provides that we will make an annual matching contribution to plan participants in an amount equal to the difference between the matching contribution that the participant would have received under our 401(k) plan if those limitations under the Code did not apply and the matching contribution that the employee actually received under our 401(k) plan. The balances in the plan are only available for investment in investment options that are also available under our 401(k) plan. We believe that it is fair to provide this plan to our executives because absent the limitations under the Code, they would have otherwise received these amounts. The plan also permits us, but does not require us to, make additional, discretionary contributions. We did not make any discretionary contributions in 2024.

  94. Our Commitment to Strong Executive Compensation Practices

    Our Commitment to Strong Executive Compensation Practices The Company does not currently grant awards of stock options, stock appreciation rights, or similar option-like awards as part of its annual compensation program. The Company does not time the disclosure of material non-public information, or the granting of equity awards, for the purpose of impacting the value of executive compensation.

  95. Summary Compensation Table

    Summary Compensation Table

  96. Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary(2) | Bonus | Stock Awards(3) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation(5) | Total | | Angela K. Selden President and Chief Executive Officer | 2024 | $795,000 | — | $1,296,791 | $757,055 | $60,456 | $2,909,301 | | | 2023 | $795,000 | — | $2,908,441 | $423,997 | $48,636 | $4,176,074 | | | 2022 | $825,577 | — | $2,327,339 | $125,613 | $80,644 | $3,359,173 | | Richard W. Sunderland, Jr. Executive Vice President, Chief | 2024 | $481,942 | — | $502,550 | $242,829 | $39,103 | $1,266,425 | | | 2023 | $475,000 | — | $742,699 | $149,483 | $34,328 | $1,401,510 | | | 2022 | $493,269 | — | $614,749 | $39,501 | $37,714 | $1,185,233 | | Nuno S. Fernandes President, American Public University System | 2024 | $493,269 | — | $370,300 | $199,079 | $42,315 | $1,104,963 | | | 2023 | $475,000 | — | $415,495 | $388,270 | $36,112 | $1,314,877 | | Craig S. MacGibbon Executive Vice President, Chief Information Officer | 2024 | $398,550 | — | $317,400 | $201,330 | $32,247 | $949,527 | | | 2023 | $390,000 | — | $311,622 | $127,413 | $28,586 | $857,621 | | Thomas A. Beckett Senior Vice President and General Counsel | 2024 | $394,006 | — | $312,110 | $200,773 | $28,697 | $935,585 | | | 2023 | $366,407 | — | $337,583 | $122,038 | $21,133 | $847,161 | | | 2022 | $355,096 | — | $317,128 | $28,436 | $24,138 | $724,799 |

  97. Summary Compensation Table

    | (1) Information is provided for 2024 and 2023 only for Mr. Fernandes and Mr. MacGibbon because they were not NEOs in 2022. |

  98. Summary Compensation Table

    | (2) Values reflect the amounts actually paid to the NEOs for each year. In addition, for fiscal 2022, salary for certain NEOs includes a one-time payout of accumulated vacation time resulting from a change in policy relating to vacation accrual for all Vice President and above-level employees, as follows: $30,577 for Ms. Selden; $18,269 for Mr. Sunderland; $16,154; and $13,152 for Mr. Beckett. |

  99. Summary Compensation Table

    | (3) Amounts reflect the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of RSUs and PSUs, as applicable, excluding estimates of forfeiture. A discussion of the relevant assumptions used in calculating these equity awards can be found in Notes 1 and 13 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024. PSUs are valued assuming achievement at target, which was the probable outcome determined for accounting purposes at the time of grant. The target and maximum grant date values of PSUs for 2024 are as follows: |

  100. Summary Compensation Table

    | Name | Grant Date Value at Target Performance | Grant Date Value at Maximum Performance | | Angela K. Selden | $648,395 | $1,296,791 | | Richard W. Sunderland, Jr. | $251,275 | $502,550 | | Nuno S. Fernandes | $185,150 | $370,300 | | Craig S. MacGibbon | $158,700 | $317,400 | | Thomas C. Beckett | $156,055 | $312,110 |

  101. Summary Compensation Table

    | (4) Amounts reflect payments made pursuant to our annual incentive compensation plan based upon the achievement of performance goals established by our MDC Committee. |

  102. Summary Compensation Table

    | (5) Amounts for 2024 include, but are not limited to, (i) $13,800 of 401(k) contribution matches made by us to Ms. Selden, Mr. Sunderland, Mr. Fernandes, and Mr. MacGibbon, and $12,901 to Mr. Beckett, and (ii) non-qualified deferred compensation plan matching contributions made by us of $34,960 for Ms. Selden, $11,457 for Mr. Sunderland, $21,462 for Mr. Fernandes, $7,239 for Mr. MacGibbon, and $6,842 for Mr. Beckett. |

  103. Summary Compensation Table

    | | 63 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  104. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards

  105. 2024 Grants of Plan-Based Awards

    | Name | Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Stock or Units(3) | Grant Date Fair Value Awards(4) | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Angela K. Selden | RSUs | 1/31/2024 | | | | | | | 61,285 | $648,395 | | | PSUs | 1/31/2024 | | | | 15,321 | 61,285 | 122,570 | | $648,395 | | | Annual Incentive Plan | | $132,160 | $755,250 | $1,510,500 | | | | | | | Richard W. Sunderland | RSUs | 1/31/2024 | | | | | | | 23,750 | $251,275 | | | PSUs | 1/31/2024 | | | 5,938 | 5,938 | 23,750 | 47,500 | | $251,275 | | | Annual Incentive Plan | | $42,340 | $242,250 | $484,500 | | | | | | | Nuno S. Fernandes | RSUs | 1/31/2024 | | | | | | | 17,500 | $185,150 | | | PSUs | 1/31/2024 | | | | 4,375 | 17,500 | 35,000 | | $185,150 | | | Annual Incentive Plan | | $16,250 | $325,000 | $650,000 | | | | | | | Craig S. MacGibbon | RSUs | 1/31/2024 | | | | | | | 15,000 | $158,700 | | | PSUs | 1/31/2024 | | | | 3,750 | 15,000 | 30,000 | | $158,700 | | | Annual Incentive Plan | | $35,149 | $200,850 | $401,700 | | | | | | | Thomas A. Beckett | RSUs | 1/31/2024 | | | | | | | 14,750 | $156,055 | | | PSUs | 1/31/2024 | | | | 3,688 | 14,750 | 29,500 | | $156,055 | | | Annual Incentive Plan | | $35,051 | $200,294 | $400,588 | | | | | |

  106. 2024 Grants of Plan-Based Awards

    | (1) These columns show the range of possible cash payouts for 2024 performance pursuant to our annual incentive plan. Actual amounts paid out pursuant to the plan are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. For a discussion of the performance goals established by the MDC Committee for these awards, see the section titled “2024 Compensation Decisions — 2024 Annual Incentive Plan” in the Compensation Discussion and Analysis. |

  107. 2024 Grants of Plan-Based Awards

    | (2) These columns show the range of PSUs that could be earned based on 2024 performance pursuant to the performance-based awards granted in 2024. PSUs earned vest over a three-year period. For a discussion of the performance goals established by the MDC Committee for these awards, see the section titled “2024 Compensation Decisions — 2024 Equity Incentives” in the Compensation Discussion and Analysis. |

  108. 2024 Grants of Plan-Based Awards

    | (3) This column shows the number of RSUs granted, which vest ratably over three years. |

  109. 2024 Grants of Plan-Based Awards

    | (4) Amounts reflect the grant date fair value, computed in accordance with FASB ASC Topic 718, and will likely vary from the amount actually realized by any NEO based on a number of factors, including the number of shares that are earned and ultimately vest, the timing of vesting, the timing of any sale of shares, and the market price of our common stock at that time. PSUs are valued assuming achievement at target, which was the probable outcome determined for accounting purposes at the time of grant. For RSUs, we calculate grant date fair value by multiplying the number of shares granted by the closing market price per share of our common stock on the grant date. |

  110. 2024 Grants of Plan-Based Awards

    | | 64 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  111. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 Outstanding Equity Awards at Fiscal Year-End The following table sets forth information with respect to the outstanding equity awards at December 31, 2024 for our NEOs:

  112. 2024 Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | Named Executive Officer | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Options Exercise Price ($) | Options Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Angela K. Selden | 43,134 | — | $23.77 | 9/23/2029 | 306,877 | $6,619,339 | | Richard W. Sunderland, Jr. | — | — | — | — | 98,473 | $2,124,066 | | Nuno S. Fernandes | 15,037 | 7,519(3) | $10.66 | 8/29/2032 | 69,834 | $1,506,316 | | Craig S. MacGibbon | 6,973 | 3,487(3) | $15.74 | 8/8/2032 | 55,218 | $1,191,047 | | Thomas A. Beckett | — | — | — | — | 54,880 | $1,183,763 |

  113. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (1) Includes the number of shares underlying PSUs that were earned pursuant to the achievement of the 2024 performance metrics, as adjusted. Of the numbers of shares of stock shown, for the officers indicated, the following numbers of shares have vested or will vest on the dates indicated: |

  114. 2024 Outstanding Equity Awards at Fiscal Year-End

    | Named Executive Officer | Grant Date | Award Type | Vest Date | Number of Shares or Units of Stock That Have Not Vested | | Angela K. Selden | 01/31/2022 | PSU | 01/31/2025 | 7,290 | | | 01/31/2022 | RSU | 01/31/2025 | 18,134 | | | 01/31/2024 | PSU | 01/31/2025 | 29,723 | | | 01/31/2024 | RSU | 01/31/2025 | 20,429 | | | 02/07/2023 | PSU | 02/07/2025 | 29,352 | | | 02/07/2023 | RSU | 02/07/2025 | 36,148 | | | 01/31/2024 | PSU | 01/31/2026 | 29,723 | | | 01/31/2024 | RSU | 01/31/2026 | 20,428 | | | 02/07/2023 | PSU | 02/07/2026 | 29,351 | | | 02/07/2023 | RSU | 02/07/2026 | 36,147 | | | 01/31/2024 | PSU | 01/31/2027 | 29,723 | | | 01/31/2024 | RSU | 01/31/2027 | 20,428 | | Richard W. Sunderland, Jr. | 01/31/2022 | PSU | 01/31/2025 | 1,926 | | | 01/31/2024 | PSU | 01/31/2025 | 11,519 | | | 01/31/2022 | RSU | 01/31/2025 | 4,790 | | | 01/31/2024 | RSU | 01/31/2025 | 7,917 | | | 02/07/2023 | PSU | 02/07/2025 | 7,496 | | | 02/07/2023 | RSU | 02/07/2025 | 9,231 | | | 01/31/2024 | PSU | 01/31/2026 | 11,519 | | | 01/31/2024 | RSU | 01/31/2026 | 7,917 | | | 02/07/2023 | PSU | 02/07/2026 | 7,495 | | | 02/07/2023 | RSU | 02/07/2026 | 9,230 | | | 01/31/2024 | PSU | 01/31/2027 | 11,519 | | | 01/31/2024 | RSU | 01/31/2027 | 7,916 |

  115. 2024 Outstanding Equity Awards at Fiscal Year-End

    | | 67 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  116. 2024 Outstanding Equity Awards at Fiscal Year-End

    | Named Executive Officer | Grant Date | Award Type | Vest Date | Number of Shares or Units of Stock That Have Not Vested | | Nuno S. Fernandes | 01/31/2024 | PSU | 01/31/2025 | 8,488 | | | 01/31/2024 | RSU | 01/31/2025 | 5,834 | | | 02/07/2023 | PSU | 02/07/2025 | 4,193 | | | 02/07/2023 | RSU | 02/07/2025 | 5,164 | | | 08/29/2022 | RSU | 08/29/2025 | 8,157 | | | 01/31/2024 | PSU | 01/31/2026 | 8,488 | | | 01/31/2024 | RSU | 01/31/2026 | 5,833 | | | 02/07/2023 | PSU | 02/07/2026 | 4,193 | | | 02/07/2023 | RSU | 02/07/2026 | 5,164 | | | 01/31/2024 | PSU | 01/31/2027 | 8,488 | | | 01/31/2024 | RSU | 01/31/2027 | 5,833 | | Craig S. MacGibbon | 01/31/2024 | PSU | 01/31/2025 | 7,275 | | | 01/31/2024 | RSU | 01/31/2025 | 5,000 | | | 02/07/2023 | PSU | 02/07/2025 | 3,145 | | | 02/07/2023 | RSU | 02/07/2025 | 3,873 | | | 08/08/2022 | RSU | 08/08/2025 | 4,357 | | | 01/31/2024 | PSU | 01/31/2026 | 7,275 | | | 01/31/2024 | RSU | 01/31/2026 | 5,000 | | | 02/07/2023 | PSU | 02/07/2026 | 3,145 | | | 02/07/2023 | RSU | 02/07/2026 | 3,873 | | | 01/31/2024 | PSU | 01/31/2027 | 7,275 | | | 01/31/2024 | RSU | 01/31/2027 | 5,000 | | Thomas A. Beckett | 01/31/2022 | PSU | 01/31/2025 | 993 | | | 01/31/2024 | PSU | 01/31/2025 | 7,154 | | | 01/31/2022 | RSU | 01/31/2025 | 2,471 | | | 01/31/2024 | RSU | 01/31/2025 | 4,917 | | | 02/07/2023 | PSU | 02/07/2025 | 3,407 | | | 02/07/2023 | RSU | 02/07/2025 | 4,196 | | | 01/31/2024 | PSU | 01/31/2026 | 7,154 | | | 01/31/2024 | RSU | 01/31/2026 | 4,917 | | | 02/07/2023 | PSU | 02/07/2026 | 3,406 | | | 02/07/2023 | RSU | 02/07/2026 | 4,195 | | | 01/31/2024 | PSU | 01/31/2027 | 7,154 | | | 01/31/2024 | RSU | 01/31/2027 | 4,916 |

  117. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (2) The market value of the shares of common stock that have not vested is based on the closing price of our common stock on Nasdaq on December 31, 2024 (the last trading day of 2024), $21.57. |

  118. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (3) Relates to an option award granted to Mr. Fernandes on August 29, 2022, the remaining portion of which will vest on August 29, 2025 and to Mr. MacGibbon on August 8, 2022 the remaining portion of which will vest on August 8, 2025. |

  119. 2024 Outstanding Equity Awards at Fiscal Year-End

    | | 68 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  120. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information with respect to option exercises by our NEOs during 2024 and shares of restricted stock held by our NEOs that vested during 2024.

  121. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Angela K. Selden | — | — | 111,184 | $1,252,285 | | Richard W. Sunderland, Jr. | — | — | 29,465 | $332,618 | | Nuno S. Fernandes | — | — | 17,514 | $239,796 | | Craig S. MacGibbon | 3,487 | $7,075 | 11,376 | $136,388 | | Thomas A. Beckett | — | — | 13,493 | $151,702 |

  122. Option Exercises and Stock Vested

    | (1) The value realized on exercise is based on the difference between the exercise price of the option and the closing price of our common stock on The NASDAQ Global Select Market on the day of exercise, multiplied by the number of shares acquired. |

  123. Option Exercises and Stock Vested

    | (2) The value realized on vesting is based on the closing price of our common stock on Nasdaq on the day of vesting multiplied by the number of shares acquired. |

  124. Non-qualified Deferred Compensation

    Non-qualified Deferred Compensation The following table sets forth information with respect to each defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified during 2024:

  125. Non-qualified Deferred Compensation

    | Name | Registrant Contributions for Last FY(1) | Aggregate Earnings in Last FY(2) | Aggregate Balance at Last FYE(3) | | Angela K. Selden | $34,960 | $13,988 | $201,002 | | Richard W. Sunderland, Jr. | $11,457 | $10,024 | $143,464 | | Nuno S. Fernandes | $21,462 | $944 | $31,242 | | Craig S. MacGibbon | $7,239 | $305 | $11,241 | | Thomas A. Beckett | $6,842 | $4,099 | $54,982 |

  126. Non-qualified Deferred Compensation

    | (1) Includes amounts contributed by the Company in 2024 with respect to 2024 as matching contributions. All amounts are reported in the Summary Compensation Table on page 63. |

  127. Non-qualified Deferred Compensation

    | (2) Amounts reflected in this column include changes in plan values during 2024, as well as any dividends and interest earned by the plan participant with regard to the investment funds chosen by such participant during the fiscal year. |

  128. Non-qualified Deferred Compensation

    | (3) All amounts have been reported in the Summary Compensation Table or in previous years. |

  129. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The employment agreements for Ms. Selden and Mr. Sunderland described beginning on page 65, include provisions providing for payments to them in the event of certain terminations of their respective employment. The other NEOs, do not have employment agreements but are covered by our Executive Severance Plan. Termination for cause, without good reason or by reason of death. In the event that Ms. Selden’s or Mr. Sunderland’s employment is terminated by us for “cause,” by the executive without “good reason,” or by reason of death (each of “cause” and “good reason” as defined below), we will pay to each of them or their estate, as the case may be, (i) his or her full base salary through the date of termination, (ii) any

  130. Potential Payments Upon Termination or Change in Control

    | | 69 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  131. Potential Payments Upon Termination or Change in Control

    previously deferred and unpaid compensation and any unpaid accrued vacation pay, and (iii) any earned, but unpaid, amounts the executive is entitled to as of the date of termination in connection with any fringe benefits or under any of our incentive compensation plans or programs, including the annual incentive bonus. In the event that Mr. Beckett’s, Mr. Fernandes’, or Mr. MacGibbon’s service to the Company is terminated by us for “cause,” by the executive without “good reason,” or by reason of death (each of “cause” and “good reason” as defined below), we will pay him or his estate, as the case may be, (i) his full base salary through the date of termination, (ii) any unpaid accrued vacation pay and unreimbursed business expenses accrued through the date of termination, (iii) any benefits provided under our employment benefit plans upon or following a termination of employment (together, the “Accrued Amounts”), and (iv) the bonus, if any, earned with respect to the calendar year ending on or preceding the termination date, to the extent not previously paid (the “Earned Bonus”). Termination by reason of disability. If Mr. Sunderland’s employment is terminated by reason of disability, we are required to pay to him, in a lump sum within 30 days of the date of termination, an amount equal to (i) his base salary through the date of termination, (ii) his annual incentive bonus, to the extent the Company and Mr. Sunderland’s were then satisfying applicable performance targets, adjusted for the short period through the date of termination, for such bonus, prorated for the period of Mr. Sunderland’s service during the applicable year, and (iii) any previously deferred and unpaid compensation and unpaid accrued vacation pay (together, the “Accrued Obligations”). In addition, subject to Mr. Sunderland’s timely execution of a release of claims, we are further required to pay to Mr. Sunderland’s an amount equal to the sum of (i) Mr. Sunderland’s annual base salary paid in installments in accordance with our normal payroll practices for a period of 18 months (the “Salary Continuation Payments”) and (ii) Mr. Sunderland’s annual incentive bonus, to the extent the Company and Mr. Sunderland were then satisfying applicable performance targets, adjusted for the short period, after the date of termination to the end of the calendar year for such bonus and as to the remainder of the 18-month period following the date of termination (the “Bonus Period”), if net income increased from the same period in the prior year and the performance targets established for the successor executive were being satisfied for that period, paid in installments in accordance with our normal payroll practices over the Bonus Period, and the second within 60 days after the end of the Bonus Period (the “Bonus Continuation Payments”). If Ms. Selden’s employment is terminated by reason of disability, we are required to pay to her, (i) in a lump sum within 30 days of the date of termination, an amount equal to the Accrued Obligations, (ii) an amount equal to two times Ms. Selden’s annual base salary paid in installments in accordance with our normal payroll practices for a period of 24 months (the “Selden Salary Continuation Payments”), and (iii) an amount equal to two times Ms. Selden’s annual incentive bonus, to the extent the Company and the executive were then satisfying applicable performance targets, adjusted for the short period, after the date of termination to the end of the calendar year for such bonus and as to the remainder of the 24-month period following the date of termination (the “Selden Bonus Period”), if net income increased from the same period in the prior year and paid in two installments, one within 60 days after the end of the year in which the termination occurred, and the second within 60 days after the end of the Selden Bonus Period (the “Selden Bonus Continuation Payments”), in the case of (ii) and (iii), subject to Ms. Selden’s timely release of claims. These payments shall be reduced by the sum of the amounts, if any, payable to the executive at or prior to the time of any payment under our disability benefit plans and which amounts were not previously applied to reduce any payment, all in a manner that complies with Section 409A of the Code. If Mr. Beckett’s, Mr. Fernandes’, or Mr. MacGibbon’s employment is terminated by reason of disability, we are required pursuant to the terms of the Executive Severance Plan to pay to the executive the Accrued Amounts and Earned Bonus.

  132. Potential Payments Upon Termination or Change in Control

    | | 70 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  133. Potential Payments Upon Termination or Change in Control

    Termination other than for cause or disability or for good reason. In the event that we terminate Ms. Selden’s or Mr. Sunderland’s employment other than for cause or disability or they terminate their employment for good reason, we are required to pay, or provide, to the executive (subject to the NEO’s timely execution of a release of claims in respect of all but the first item below), as applicable:

  134. Potential Payments Upon Termination or Change in Control

    | • | in a lump sum within 30 days of the date of termination, the Accrued Obligations; |

  135. Potential Payments Upon Termination or Change in Control

    | • | the Salary Continuation Payments or the Selden Salary Continuation Payments, as applicable; |

  136. Potential Payments Upon Termination or Change in Control

    | • | the Bonus Continuation Payments or the Selden Bonus Continuation Payments, as applicable; and |

  137. Potential Payments Upon Termination or Change in Control

    | • | for a period of 24 months following the date of termination (for Ms. Selden) or 12 months following the date of termination (for Mr. Sunderland) or for any longer period provided for under the terms of the appropriate plan, program, practice or policy, a continuation of benefits to the executive and/or his or her family at a level and in an amount that is at least equal to that which would have been provided by us to them had the executive continued his employment, provided, however, that we may elect to pay the executive a payment equal to 24 or 12 months’ premiums (as applicable) under our benefit plans in lieu of the continuation of such benefits, and provided, further, that if the executive becomes reemployed with another employer and is eligible to receive any of the benefits that had been provided by us, then the benefits we provide shall be secondary; and to the extent not otherwise paid or provided, for a period of 24 months following the date of termination (for Ms. Selden) or 12 months following the date of termination (for Mr. Sunderland), any other amounts or benefits required to be paid or provided or which the executive is eligible to receive under any of our other existing benefit plans; provided, however, if Ms. Selden terminates her employment after we have delivered to her a written notice of intent not to renew, or a notice of Nonrenewal Termination (as defined in Ms. Selden’s employment agreement), prior to the beginning of a change in control termination period (as defined in Ms. Selden’s employment agreement), then the Selden Salary Continuation Payments shall be for a period of 18 months, the Selden Bonus Continuation Payments shall be equal to 1.5 times the Annual Bonus, and the continuation of benefits shall apply for only 18 months. |

  138. Potential Payments Upon Termination or Change in Control

    In the event that Ms. Selden’s employment is terminated by the Company without cause or by her for good reason, Ms. Selden will become vested in a prorated portion of each of her then-unvested outstanding equity awards, determined by multiplying the number of shares of our common stock scheduled to vest at the vesting date immediately following her termination of employment by a fraction, the numerator of which is the number of days following the last vesting date (or the grant date if no portion of the award has vested) that she was employed and the denominator of which is the number of days from the last vesting date or the grant date, as applicable, to the date the next tranche of such outstanding equity award would have vested, rounded to the nearest whole share, subject, however, in the case of performance-vesting awards to the attainment of the applicable performance criteria. In the event that we terminate Mr. Beckett’s, Mr. Fernandes’, or Mr. MacGibbon’s employment other than for cause or disability or they terminate their employment for good reason, we are required to pay, or provide, to the executive (subject to the executive’s timely execution of a release of claims and other certain restrictive covenants): (i) the Accrued Amounts; (ii) the Earned Bonus; (iii) an amount equal to his base salary in effect immediately prior to the date of termination plus the product of (x) the annual cash bonus that would have been earned for the entire calendar year in which the date of termination occurs based on the actual level of achievement of any Company performance goals for such year and the higher of the actual or target level of achievement of any individual performance goals for such year; and (y) a fraction, the numerator of which is the number of days the executive was employed by the Company during the calendar year in which the date of termination occurs and the denominator of which is the number of days in such year, paid on the date that annual bonuses are paid to our executives or the 61st day following the date of termination; and (iv) any amount, determined in the sole discretion of the MDC Committee, equal to

  139. Potential Payments Upon Termination or Change in Control

    | | 71 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  140. Potential Payments Upon Termination or Change in Control

    12 times the difference between (x) the monthly COBRA premium paid by the executive for group health plan coverage and (y) the monthly premium amount paid by the executive immediately prior to the date of termination for the same coverage, payable in a single lump sum on the 61st day following the date of termination. Termination following a change of control. If within 60 days prior to or one year after a change in control (as defined below), we terminate Ms. Selden’s employment or if within 180 days after a change of control or we terminate Mr. Sunderland’s employment, other than for cause or disability or the executive terminates his or her employment for good reason, we are required to pay, or provide, to the executive (subject to the NEO’s timely execution of a release of claims in respect of all but the first item below):

  141. Potential Payments Upon Termination or Change in Control

    | • | in a lump sum within 30 days of the effective date of termination, the Accrued Obligations; |

  142. Potential Payments Upon Termination or Change in Control

    | • | an amount equal to the sum of (i) two times the executive’s annual base salary and (ii) two times the executive’s annual incentive bonus, to the extent the Company and the executive were then satisfying applicable performance targets, adjusted for the short period, in a lump sum within 60 days of the effective date of termination; |

  143. Potential Payments Upon Termination or Change in Control

    | • | for a period of 24 months following the date of termination (for Ms. Selden) or 12 months following the date of termination (for Mr. Sunderland) or for any longer period provided for under the terms of the appropriate plan, program, practice, or policy, a continuation of benefits to the executive and/or his or her family at a level and in an amount that is at least equal to that which would have been provided by us to them had the executive continued his or her employment, provided, however, that we may elect to pay the executive a payment equal to 24 or 12 months’ (as applicable) premiums under our benefit plans in lieu of the continuation of such benefits, and provided, further, that if the executive becomes reemployed with another employer and is eligible to receive any of the benefits that had been provided by us, then the benefits we provide shall be secondary; and |

  144. Potential Payments Upon Termination or Change in Control

    | • | to the extent not otherwise paid or provided, for a period of 24 months following the date of termination (for Ms. Selden) or 12 months following the date of termination (Mr. Sunderland), any other amounts or benefits required to be paid or provided or which the executive is eligible to receive under any of our other existing benefit schemes. |

  145. Potential Payments Upon Termination or Change in Control

    In the event that any amounts payable or benefits to be provided to the executive under the employment agreement or otherwise would be nondeductible to us by reason of Section 280G of the Code and would subject the executive to the excise tax imposed by Section 4999 of the Code, then such payments and/or benefits will be reduced to the extent necessary so that such payments or benefits will no longer be ineligible for deduction by reason of Section 280G of the Code or subject to the excise tax imposed by Section 4999 of the Code unless the executive would receive at least $50,000 more on a net after-tax basis if such payments and benefits were not reduced. If within six months after a change of control, we terminate Mr. Beckett’s, Mr. Fernandes’, or Mr. MacGibbon’s employment without cause or the executive terminates his employment for good reason (as defined below), the executive shall be entitled to receive the Accrued Amounts and the Earned Bonus. In addition, we are required to pay to the executive (subject to the executive’s timely execution of a release of claims and other certain restrictive covenants):

  146. Potential Payments Upon Termination or Change in Control

    | • | an amount equal to the 1.5 times the sum of the base salary in effect, plus the executive’s target annual bonus for the year in which the date of termination occurs, payable in a single lump sum on the 61st day following the date of termination; and |

  147. Potential Payments Upon Termination or Change in Control

    | | 72 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  148. Potential Payments Upon Termination or Change in Control

    | • | an amount, determined in the sole discretion of the Committee, equal to 18 times the difference between (x) the monthly COBRA premium paid by the executive for group health plan coverage for the executive, and (y) the monthly premium amount paid by the executive immediately prior to the date of termination for the same coverage, payable in a single lump sum on the 61st day following the date of termination. |

  149. Potential Payments Upon Termination or Change in Control

    Acceleration of equity awards upon termination for death, for disability or following a change of control. Under Ms. Selden’s or Mr. Sunderland’s employment agreements, all equity awards granted to the NEO under any of our equity incentive plans that are outstanding immediately prior to the following events will vest and become fully exercisable as follows: (i) upon termination of the executive’s employment by the executive’s death; (ii) upon our termination of the executive’s employment for disability; or (iii) upon termination of the executive’s employment, in the 12-month period following a change of control, or in the 60-day period prior to or one year period after a change of control, in the case of Ms. Selden (a) by us for any reason other than for disability or cause, or for no reason at all, or (b) by the executive for good reason in the 12-month period following a change of control. However, for purposes of clauses (i) and (ii) above, any equity awards that are subject to performance conditions for a performance period not yet completed will be deemed to be vested and exercisable in a pro-rated amount equivalent to the portion of the performance period that has passed and assuming achievement of the performance conditions for that period at the “target” level, and, for purposes of clause (iii) above, any equity awards that are subject to performance conditions for a performance period not yet completed will be deemed to be vested and exercisable in full at the “target” level. The Executive Severance Plan does not affect the term of any outstanding equity awards. In the event Mr. Beckett’s, Mr. Fernandes’, or Mr. MacGibbon’s employment is terminated, the treatment of any outstanding equity awards is determined in accordance with the terms of the Company equity plan or plans under which they were granted and any applicable award agreements. The 2017 Plan provides that equity awards will vest in full upon the termination of an awardee without cause within one year of a change in control in which the awards are assumed, continued, or substituted. Terms defined in employment agreements. For purposes of Ms. Selden’s and Mr. Sunderland’s employment agreements, the following definitions apply: “Cause” means:

  150. Potential Payments Upon Termination or Change in Control

    | • | refusal by the executive to follow a lawful written order of the Chair of our Board, the Board, or for Mr. Sunderland, our President and Chief Executive Officer; |

  151. Potential Payments Upon Termination or Change in Control

    | • | refusal by the executive to follow a lawful written order of the Chair of our Board, the Board, or for Mr. Sunderland, our President and Chief Executive Officer; |

  152. Potential Payments Upon Termination or Change in Control

    | • | the executive’s engagement in conduct materially injurious to us or our reputation; |

  153. Potential Payments Upon Termination or Change in Control

    | • | dishonesty of a material nature that relates to the performance of the executive’s duties under his or her employment agreement; |

  154. Potential Payments Upon Termination or Change in Control

    | • | the executive’s conviction for any crime involving moral turpitude or any felony; or |

  155. Potential Payments Upon Termination or Change in Control

    | • | the executive’s continued failure to perform his or her duties under his or her employment agreement (except due to the executive’s incapacity as a result of physical or mental illness) to the satisfaction of the Board for a period of at least 30 consecutive days after written notice is delivered to the executive specifically identifying the manner in which the NEO has failed to perform his or her duties. |

  156. Potential Payments Upon Termination or Change in Control

    | | 73 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  157. Potential Payments Upon Termination or Change in Control

    “Change of control” generally means:

  158. Potential Payments Upon Termination or Change in Control

    | • | our dissolution or liquidation, or a merger, consolidation, or reorganization of us with one or more other entities in which we are not the surviving entity; |

  159. Potential Payments Upon Termination or Change in Control

    | • | a sale of substantially all of our assets to another person or entity; or |

  160. Potential Payments Upon Termination or Change in Control

    | • | any transaction (including without limitation a merger or reorganization in which we are the surviving entity) which results in any person or entity owning 50% or more of the combined voting power of all classes of our stock. |

  161. Potential Payments Upon Termination or Change in Control

    “Good reason” generally means:

  162. Potential Payments Upon Termination or Change in Control

    | • | the assignment to the executive of duties inconsistent in any material respect with the NEO’s position as set forth in, or in accordance with, his or her employment agreement, excluding an isolated, insubstantial, and inadvertent action that we remedy promptly after receipt of notice from the executive; |

  163. Potential Payments Upon Termination or Change in Control

    | • | any material failure by us to comply with any provisions of the executive’s employment agreement, excluding an isolated, insubstantial, and inadvertent failure that we remedy promptly after receipt of notice from the executive; |

  164. Potential Payments Upon Termination or Change in Control

    | • | there is a change of control and the executive does not continue in his or her position, or any other office he or she holds at the time of the transaction, of the most senior resulting entity succeeding to our business; |

  165. Potential Payments Upon Termination or Change in Control

    | • | any material failure by us to require any successor or any party that acquires control of us, whether directly or indirectly, by purchase, merger, consolidation or otherwise, or all or substantially all of our business and/or assets to assume expressly and agree to perform the executive’s employment agreement in the same manner and to the same extent; |

  166. Potential Payments Upon Termination or Change in Control

    | • | with respect only to Ms. Selden, any material reduction in her base salary or annual bonus opportunity; |

  167. Potential Payments Upon Termination or Change in Control

    | • | with respect only to Ms. Selden, after her initial relocation, any requirement that her primary workplace be located more than 50 miles from our current headquarters; and |

  168. Potential Payments Upon Termination or Change in Control

    | • | with respect only to Ms. Selden, her election to terminate employment after the end of the term or any renewal term if we have delivered to her a written notice of intent not to renew. |

  169. Potential Payments Upon Termination or Change in Control

    None of the foregoing constitute good reason if the executive consents in writing to such event, and none of the foregoing constitute good reason unless the executive provides notice to us within 90 days of the initial existence of such grounds and we fail to cure the asserted grounds for good reason within 30 days of receipt of such notice from the executive. In order to terminate his or her employment for good reason, the executive must terminate employment within 30 days of the end of the cure period if the breach has not been cured.

  170. Potential Payments Upon Termination or Change in Control

    | | 74 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  171. Potential Payments Upon Termination or Change in Control

    Terms defined in the Executive Severance Plan. For purposes of the Executive Severance Plan, which currently only applies to Mr. Beckett, Mr. Fernandes, and Mr. MacGibbon, the following definitions apply: “Cause” means:

  172. Potential Payments Upon Termination or Change in Control

    | • | gross negligence or willful misconduct in connection with the performance of duties; |

  173. Potential Payments Upon Termination or Change in Control

    | • | conviction of, or pleading guilty or nolo contendere to, a criminal offense (other than minor traffic offenses); or |

  174. Potential Payments Upon Termination or Change in Control

    | • | material breach of any term of any employment, consulting or other services, confidentiality, intellectual property, or non-competition agreements, if any, between such executive and the Company or an affiliate. |

  175. Potential Payments Upon Termination or Change in Control

    “Change of control” generally means:

  176. Potential Payments Upon Termination or Change in Control

    | • | the dissolution or liquidation of the Company or a merger, consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity; |

  177. Potential Payments Upon Termination or Change in Control

    | • | a sale of substantially all of the assets of the Company to another person (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act); or |

  178. Potential Payments Upon Termination or Change in Control

    | • | any transaction (including without limitation a merger or reorganization in which the Company is the surviving entity) which results in any person owning 50% or more of the combined voting power of all classes of common stock of the Company. |

  179. Potential Payments Upon Termination or Change in Control

    “Good reason” generally means:

  180. Potential Payments Upon Termination or Change in Control

    | • | a material diminution in the executive’s authority, duties, or responsibilities; |

  181. Potential Payments Upon Termination or Change in Control

    | • | a material reduction in the executive’s base salary; or |

  182. Potential Payments Upon Termination or Change in Control

    | • | a material change in the geographic location at which the executive must perform services, including a required relocation of the executive’s principal place of employment of more than 50 miles. |

  183. Potential Payments Upon Termination or Change in Control

    Equity Retirement Policy. In July 2016, the MDC Committee approved the Equity Retirement Policy, effective January 1, 2017. The Equity Retirement Policy provides for accelerated vesting at retirement of any (i) time-based awards and (ii) subject to the achievement of the applicable performance measure, performance-based awards, that were granted at least one year prior to the date of retirement. The Equity Retirement Policy applies to employees who have voluntarily terminated service, reached an age of 62 years, and provided at least 10 years of continuous service to the Company as of and through the date of their retirement. Mr. Sunderland was the only NEO eligible for the Equity Retirement Policy in 2024. Payment and Benefit Estimates. The table below reflects the potential termination or change in control payments pursuant to the employment agreements and arrangements described above, calculated as though the applicable triggering event occurred, (i.e. the NEO’s employment was terminated, or the applicable change in control occurred) on December 31, 2024 (the last trading day of 2024), using the closing price of our common stock on Nasdaq of $21.57 on December 31, 2024. As discussed in the narrative above, upon termination for cause or by the NEO without good reason, the NEO is generally only

  184. Potential Payments Upon Termination or Change in Control

    | | 75 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  185. Potential Payments Upon Termination or Change in Control

    entitled to receive amounts they are owed as of the termination date (e.g., salary, benefits, and, in limited cases, any previously earned, but unpaid, annual incentive compensation). These accrued amounts are described in the narrative above, and we have not included these earned, but unpaid amounts, in the termination events included in the table below.

  186. Potential Payments Upon Termination or Change in Control

    | | Aggregate Severance Pay(1) $ | Accelerated Vesting of Equity Awards $ | Welfare Benefits Continuation $ | Total $ | | Angela K. Selden | | | | | | Termination by Reason of Disability | $3,100,500 | $4,218,577 | | $7,319,077 | | Termination other than for Cause or Disability or by Executive for Good Reason | $3,100,500 | $4,218,577 | $60,991 | $7,380,068 | | Termination other than for Cause within 60 days before or 1 year after a Change in Control | $3,100,500 | $6,619,337 | $60,991 | $9,780,828 | | Termination by Executive for Good Reason 12 months after a Change in Control | $3,100,500 | $6,619,337 | $60,991 | $9,780,828 | | Nonrenewal of employment agreement by Company prior to a Change in Control | $2,325,375 | | $45,743 | $2,371,118 | | Termination by Reason of Death | | $4,218,577 | | $4,218,577 | | Richard W. Sunderland, Jr | | | | | | Termination by Reason of Disability | $1,090,125 | $2,124,066 | | $3,214,191 | | Termination by Executive for Good Reason | $1,090,125 | $2,124,066 | $24,224 | $3,238,415 | | Termination by Executive other than for Good Reason | — | — | | $0 | | Termination other than for Cause or Disability | $1,090,125 | | — | $1,090,125 | | Termination other than for Cause or by Executive for Good Reason within 180 days of a Change in Control | $1,453,500 | $2,124,066 | $24,224 | $3,601,790 | | Termination other than for Cause or by Executive for Good Reason within between 180 days and 12 months of a Change in Control | | $2,124,066 | | $2,124,066 | | Termination by Reason of Death | | $2,124,066 | | $671,952 | | Termination due to Retirement | | $866,400 | | | | Nuno S. Fernandes | | | | | | Termination without Cause or by Executive for Good Reason | $825,000 | | $15,566 | $840,566 | | Termination without Cause or by Executive for Good Reason within six months of a Change in Control | $1,075,000 | | $23,349 | $1,098,349 | | Termination without Cause within one year of a Change in Control in which awards are assumed, continued, or substituted | | $1,506,316 | | $1,506,316 | | Craig S. MacGibbon | | | | | | Termination without Cause or by Executive for Good Reason | $602,550 | | $27,608 | $630,158 | | Termination without Cause or by Executive for Good Reason within six months of a Change in Control | $803,400 | | $41,412 | $844,812 | | Termination without Cause within one year of a Change in Control in which awards are assumed, continued, or substituted | | $1,191,047 | | $1,191,047 | | Thomas A. Beckett | | | | | | Termination without Cause or by Executive for Good Reason | $600,882 | | $28,542 | $629,424 | | Termination without Cause or by Executive for Good Reason within six months of a Change in Control | $801,176 | | $42,813 | $843,989 | | Termination without Cause within one year of a Change in Control in which awards are assumed, continued, or substituted | | $1,183,763 | | $1,183,763 |

  187. Potential Payments Upon Termination or Change in Control

    | (1) We have assumed for purposes of calculating the aggregate severance pay that (a) our financial performance and, if applicable, the NEO’s successor’s performance would be sufficient for the NEO to receive the maximum payout and (b) in the case of a termination due to Disability, amounts are not reduced by any payment under our disability benefit plans. |

  188. Potential Payments Upon Termination or Change in Control

    | | 76 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  189. CEO Pay Ratio

    CEO Pay Ratio As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are presenting the ratio of our Chief Executive Officer’s annual total compensation to our median employee’s annual total compensation. In order to identify our median employee for purposes of calculating the ratio, we used total annual earnings as reported in our payroll system for our 5,792 employees other than our Chief Executive Officer as of November 1, 2024, and then annualized the total compensation of all permanent employees that were employed for less than the full year. As set forth in the Summary Compensation Table in this Proxy Statement, the 2024 annual total compensation as determined under Item 402 of Regulation S-K for our Chief Executive Officer was $2,909,301. The 2024 annual total compensation for our median employee, who is a part-time faculty member at APUS, was $30,851. The ratio of our Chief Executive Officer’s annual total compensation to our median employee’s total compensation for 2024 is approximately 94 to 1. This ratio was determined using reasonable estimates as permitted by the SEC’s rules and should not be used as a comparison with pay ratios disclosed by other companies.

  190. CEO Pay Ratio

    | | 77 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  191. Pay Versus Performance

    Pay Versus Performance In accordance with SEC rules, this section provides information with respect to Compensation Actually Paid (“CAP”) to our NEOs and Company performance. This information does not necessarily align with how the Company, or the MDC Committee views the link between the Company’s performance and its NEO’s pay. CAP is an SEC-defined term and neither CAP nor the amount reported in the Summary Compensation Table (“SCT”) necessarily reflect the amounts earned, received, or realized by the NEOs. Unvested awards remain subject to vesting conditions and fluctuations in value based on changes in the price of our common stock, and the ultimate value realized by our NEOs from unvested equity awards will not be determined until the awards vest. In addition, a significant portion of CAP relates to changes in fair value of unvested awards over the course of each year. For a more detailed discussion of how we view our executive compensation structure, including alignment with our performance, see the Compensation Discussion and Analysis (“CD&A”) and the 2024 CEO Target Compensation versus Realizable Pay sections.

  192. Pay Versus Performance

    | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(3,4) | Average Summary Compensation Table Total for Other NEOs(2) | Average Compensation Actually Paid to Other NEOs(3,4) | Value of Initial Fixed $100 Investment Based on(5) | | Net Income (in millions)(6) | Revenue (in millions)(7) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return | | | | 2024 | $2,909,301 | $6,901,739 | $1,064,125 | $2,025,656 | $79 | $159 | $10.1 | $624.6 | | 2023 | $4,176,075 | $2,982,535 | $1,056,661 | $778,190 | $35 | $119 | ($53.3) | $600.5 | | 2022 | $3,359,173 | $826,912 | $864,041 | $345,804 | $45 | $88 | ($115.0) | $606.3 | | 2021 | $2,994,052 | $1,963,734 | $953,983 | $673,074 | $81 | $71 | $17.8 | $418.8 | | 2020 | $2,996,393 | $4,376,919 | $1,566,715 | $1,614,207 | $111 | $84 | $18.8 | $321.8 |

  193. Pay Versus Performance

    | (1) Ms. Selden was the CEO for each of the covered years. |

  194. Pay Versus Performance

    | (2) The other NEOs for each covered year were: In 2024, Mr. Sunderland, Mr. Beckett, Mr. Fernandes, and Mr. MacGibbon; in 2023, Mr. Sunderland, Mr. Beckett, Mr. Fernandes, Mr. MacGibbon, and Mr. Tognola; in 2022, Mr. Sunderland, Mr. Beckett, Mr. Wilkins, Mr. Tognola, Mr. Dyberg, and Mr. Slagle; in 2021, Mr. Sunderland, Mr. Beckett, Dr. Dyke, Mr. Dyberg, and Dr. Smith; and in 2020, Mr. Sunderland, Mr. Beckett, Dr. Dyke, Mr. Dyberg, and Dr. Boston. Dr. Boston served as APEI CEO until September 30, 2019, at which time he was appointed President of APUS. Therefore, equity awards Dr. Boston received as CEO prior to September 30, 2019, are included in the 2020 Other NEOs covered year. |

  195. Pay Versus Performance

    | (3) The following tables disclose the amounts deducted from and added to SCT total compensation for the applicable year pursuant to Item 402(v) of Regulation S-K to determine CAP: |

  196. Pay Versus Performance

    Adjustments made to NEO SCT to calculate CAP

  197. Pay Versus Performance

    | Year | Reported SCT total | minus reported value of equity awards | plus, equity award adjustments | equals CAP | | CEO | | | | | | 2024 | $2,909,301 | $1,296,791 | $5,289,229 | $6,901,739 | | Other NEOs | | | | | | 2024 | $1,064,125 | $375,590 | $1,337,120 | $2,025,656 |

  198. Pay Versus Performance

    | | 78 | POWERING PURPOSE POTENTIAL AND PROSPERITY |

  199. Pay Versus Performance

    | (4) Adjustments made to NEO equity awards |

  200. Pay Versus Performance

    | Year | Year-end FMV awards granted during the year | Year over year FMV change of outstanding and unvested awards as of year end | Year over year FMV change of awards granted in prior years that vested during the year | Total equity award adjustments | | CEO | | | | | | 2024 | $3,245,307 | $1,864,562 | $179,359 | $5,289,229 | | Other NEOs | | | | | | 2024 | $939,940 | $341,558 | $55,622 | $1,337,120 |

  201. Pay Versus Performance

    | • | Fair market value (“FMV”) used to determine the equity award adjustments is consistent with the calculations used to account for share-based payments in the Company’s financial statements in accordance with GAAP, although the assumptions are materially different from those disclosed with respect to valuation at the time of grant including: |

  202. Pay Versus Performance

    | • | RSUs: The FMV of RSU awards was calculated using the closing price of our common stock as of the last day of the applicable year or on the date of vesting, as applicable. |

  203. Pay Versus Performance

    | • | PSUs: The number of “earned” units was calculated by multiplying the target units by the applicable performance achievement percentage for a given year. The FMV of PSU awards was calculated using the closing price of our common stock as of the last day of the applicable year or on the date of vesting, as applicable, multiplied by the number of “earned” units. |

  204. Pay Versus Performance

    | • | Stock Option Awards: Option awards use a model consistent with the fair value methodology used to account for share-based payments in the Company’s financial statements in accordance with GAAP. The FMV value of the options was estimated using the Black-Scholes option pricing model that reflect for each award and valuation date, adjustments for expected volatility, risk-free interest rate, dividend yield, and expected term. Declining stock price served as the primary driver of change in the fair value of option awards, none of which were in the money as of any valuation date applicable to the equity adjustment used to determine CAP. |

  205. Pay Versus Performance

    | (5) Reflects Total Shareholder Return (“TSR”) for the Company and the Company’s customized peer group of companies as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Historical stock performance is not necessarily indicative of future stock performance. |

  206. Pay Versus Performance

    | (6) Represents the amount of net income reflected in our audited financial statements for each applicable fiscal year. |

  207. Pay Versus Performance

    | (7) SEC rules require us to designate a “company-selected measure” that in our assessment represents the most important financial performance measure (other than TSR, stock price, or net income) used by the Company to link the CAP of our NEOs, for the most recently completed fiscal year, to our performance. We selected revenue as the most important financial performance measurement due to the alignment with the Company’s long-term strategic goals, including its direct linkage to enrollments. Revenue is defined as the Company’s GAAP revenue as reported. |

  208. Pay Versus Performance

    | | 79 | POWERING PURPOSE POTENTIAL AND PROSPERITY |