Angela Selden
AMERICAN PUBLIC EDUCATIONAbout Angela Selden
Angela K. Selden is President & CEO of American Public Education, Inc. (APEI) and has served as a director since September 2019; she is 59 years old and not an independent director . Under her leadership, 2024 performance improved materially: revenue was $624.6 million, net income available to common stockholders was $10.1 million, Adjusted EBITDA was $72.3 million, and Adjusted EPS achievement in the AIP was $1.00 (above the maximum goal of $0.91) . The company’s 2024 say‑on‑pay approval was ~92%, up from 82% in 2023, reflecting investor support for the pay‑for‑performance design . APEI cumulative TSR (initial $100 investment from 2019 base) improved to $79 in 2024 versus $35 in 2023; peer group TSR was $159 in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| DIGARC, LLC | Chief Executive Officer; director | Oct 2016 – Aug 2019; board to Jun 2021 | Ed‑tech provider serving higher education institutions |
| Arise Virtual Solutions, Inc. | CEO and Executive Co‑Chairman | Sep 2005 – Jun 2013 | Led virtual workforce solutions outsourcing platform |
| Accenture | Managing Partner; various roles over 18 years | Approx. 18 years | Led North American Consumer & Industrial Products group to significant growth |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| University of St. Thomas, Opus College of Business | Strategic Board of Governors | Apr 2012 – Sep 2019 | Governance and strategy advisory |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 825,577 | 795,000 | 795,000 |
| Target AIP (% of Salary) | — | — | 95% |
| Non‑Equity Incentive Plan Paid ($) | 125,613 | 423,997 | 757,055 |
| All Other Compensation ($) | 80,644 | 48,636 | 60,456 |
| Total Compensation ($) | 3,359,173 | 4,176,074 | 2,909,301 |
Notes:
- 2024 CEO AIP payout was 100.2% of target, equating to $757,055 .
- CEO base salary was unchanged in 2024; her target compensation mix kept 72% at‑risk/performance‑based, with a reduced LTI value reflecting 2023 performance and share usage discipline .
Performance Compensation
Annual Incentive Plan (AIP) – FY 2024 CEO Design and Outcomes
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout % | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA (APEI) | 35% | $52.1m | $65.2m | $78.2m | $70.8m | 143.3% | 50.1% |
| APUS Revenue | 20% | $286.4m | $318.2m | $350.0m | $317.0m | 98.2% | 19.6% |
| RU Revenue | 20% | $198.8m | $220.9m | $242.9m | $216.3m | 90.0% | 17.9% |
| HCN/GSUSA Revenue | 5% | $87.4m | $97.1m | $106.8m | $91.6m | 51.0% | 2.6% |
| Strategic Goals | 20% | 50% payout | 100% payout | 200% payout | Achieved at 50% (RU target; APUS 90/10 below payout threshold) | 50.0% | 10.0% |
| Total AIP Payout | — | — | — | — | — | — | 100.2% |
Design highlights:
- AIP split: 80% financial (Adjusted EBITDA and institution revenue), 20% strategic goals; CEO target AIP 95% of salary; max 190% of salary .
- 2024 design increased maximum payout to 200% and tightened thresholds for revenue/earnings to improve pay‑for‑performance alignment .
Long‑Term Incentives (2024 Grants and Earnout)
| Grant Type | Grant Date | Target Units (#) | Grant Date Value ($) | Vesting | 2024 Performance Metrics | 2024 Earnout |
|---|---|---|---|---|---|---|
| RSUs | 01/31/2024 | 61,285 | 648,395 | 3 annual tranches | Time‑based | N/A |
| PSUs | 01/31/2024 | 61,285 | 648,395 | 3 annual tranches (earned units vest ratably) | 50% Revenue; 50% Adjusted EPS | 145.5% of target; 89,170 units earned |
PSU performance curve and actual:
| Metric | Threshold | Target | Maximum | Actual | Earnout |
|---|---|---|---|---|---|
| Revenue ($m) | 572.4 (90%) | 636.0 (100%) | 699.6 (110%) | 624.6 | 91% of target shares for revenue |
| Adjusted EPS ($) | 0.67 (85%) | 0.79 (100%) | 0.91 (115%) | 1.00 | 200% of target shares for EPS |
| Total Earnout | — | — | — | — | 145.5% of target |
Program features:
- Three‑year minimum vesting; no options/SARs are used in annual grants; clawback policy aligned with SEC rules and misconduct recoupment .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 354,737 shares; ~2.0% of outstanding (18,036,421 shares as of 03/27/2025) |
| Unvested equity as of 12/31/2024 | 306,877 shares/units; market value $6,619,339 (at $21.57 close) |
| Options | 43,134 exercisable; strike $23.77; expiration 09/23/2029 (currently out‑of‑the‑money vs $21.57 on 12/31/2024) |
| 2024 stock vested | 111,184 shares vested; $1,252,285 value realized |
| Ownership guidelines | CEO required to hold stock = 6x base salary; executives/directors subject to retention of 75% net shares until compliant; all execs/directors in compliance as of 12/31/2024 |
| Hedging/pledging | Company prohibits hedging and pledging by directors/officers |
Upcoming vesting schedule (selected tranches)
| Award Type | Vest Date | Shares |
|---|---|---|
| 2024 PSU (earned) | 01/31/2025 | 29,723 |
| 2024 RSU | 01/31/2025 | 20,429 |
| 2023 PSU | 02/07/2025 | 29,352 |
| 2023 RSU | 02/07/2025 | 36,148 |
| 2024 PSU (earned) | 01/31/2026 | 29,723 |
| 2024 RSU | 01/31/2026 | 20,428 |
| 2023 PSU | 02/07/2026 | 29,351 |
| 2023 RSU | 02/07/2026 | 36,147 |
| 2024 PSU (earned) | 01/31/2027 | 29,723 |
| 2024 RSU | 01/31/2027 | 20,428 |
Employment Terms
| Term | CEO Agreement Detail |
|---|---|
| Agreement dates | Effective 09/23/2019; initial term through 03/31/2023; auto‑renews annually unless notice given ≥30 days before renewal |
| Base salary at appointment | $630,000 (2019); subject to MDC annual review |
| AIP framework at appointment | Up to 90% target bonus and 45% stretch (2019 plan); 2019 bonus guaranteed between $200k–$300k |
| Sign‑on/relocation | $100k sign‑on; RSUs 52,668; options 43,134 at $23.77; travel/lodging reimbursement and relocation (COVID‑driven extension into 2021) |
| Non‑compete/non‑solicit | Non‑compete and non‑solicit for two years post‑termination |
| Severance (no CoC) | If terminated without cause/for good reason: lump sum accrued; 24 months salary continuation; performance‑based bonus continuation over 24 months; benefits continuation for 24 months; pro‑rata vesting of time‑based equity; PSUs prorated subject to performance |
| Change‑of‑control (CoC) | Double‑trigger: lump sum accrued; 2x base salary + 2x annual bonus; 24 months benefits; full vesting of equity (PSUs at target) if termination occurs within specified CoC window |
| 280G treatment | “Best after‑tax” cutback to avoid excise tax unless unreduced yields ≥$50k better after‑tax outcome |
| Clawback | SEC‑compliant incentive compensation recoupment; additional misconduct‑based recovery provisions |
| Perquisites | Travel/lodging reimbursement to facilitate presence at HQ; no tax gross‑ups provided |
| Deferred comp | Company matching contributions to non‑qualified plan; 2024 registrant contribution $34,960; aggregate balance $201,002 |
Illustrative severance economics (12/31/2024)
| Scenario | Severance Pay ($) | Equity Acceleration ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|
| Termination without cause/for good reason | 3,100,500 | 4,218,577 | 60,991 | 7,380,068 |
| CoC + termination (double‑trigger) | 3,100,500 | 6,619,337 | 60,991 | 9,780,828 |
Board Governance
| Item | Detail |
|---|---|
| Board service | Director since September 2019; current nominee slate includes CEO plus six independent directors |
| Committees | All Board committees are 100% independent; CEO is not a member of any standing committee |
| Independence status | CEO is the sole non‑independent director; all others independent under Nasdaq rules |
| Board leadership | Independent Chair (Daniel S. Pianko as of March 2025); CEO and Chair roles are split |
| Executive sessions | Independent directors hold at least two executive sessions per year |
| Meeting attendance | All current directors attended ≥75% of Board/committee meetings in 2024; Board held 8 meetings |
| Director pay | Employee directors (including CEO) do not receive non‑employee director retainers; see CEO SCT for compensation |
Compensation Benchmarking and Shareholder Feedback
- Target percentile: MDC intends to position base salary ~50th percentile; target total cash ~50th; target total direct compensation ~50th, with upside for superior performance and below-target when underperforming .
- Peer group used for 2024 decisions: TWOU, ATGE, LOPE, LAUR, LINC, PRDO, STRA, LRN, UTI; no changes from prior year .
- Say‑on‑pay: 92% approval in 2024; active investor engagement and program refinements considered for 2025 .
Risk Controls and Related‑Party
- Related‑party transactions: None since the beginning of 2024; Audit Committee pre‑approval required for any related‑party dealings .
- Hedging/pledging: Prohibited for directors/officers; strong insider trading policy in place .
- Equity plan practices: No liberal share recycling; minimum one‑year vesting (limited carveouts); no option/SAR repricing without shareholder approval .
Investment Implications
- Alignment: High at‑risk pay with rigorous multi‑metric AIP and PSU design; strong 2024 performance yielded 100.2% AIP payout and 145.5% PSU earnout, signaling pay closely tracks financial outcomes (Adjusted EBITDA and Adjusted EPS) .
- Retention and potential selling pressure: Significant unvested equity through 2027 and scheduled vesting tranches create retention hooks but also predictable liquidity windows that can coincide with vest dates; options are currently out‑of‑the‑money (strike $23.77 vs $21.57 at 12/31/2024), limiting near‑term option exercise incentives .
- Event risk: Double‑trigger CoC terms (2x salary/bonus, full equity vesting at target) may incentivize neutrality to strategic transactions but materially increase deal‑related cash/equity obligations; 280G “best after‑tax” reduces excessive parachute exposure .
- Governance quality: Split CEO/Chair, independent committees, ownership guidelines (6x salary) and clawbacks mitigate dual‑role concerns and support investor confidence .
- Share usage discipline: 2024 LTI values were reduced versus 2023 to manage dilution and reflect uneven 2023 performance; 2025 plan amendment increases share reserve and removes fungibility penalty for full‑value awards, supporting continued equity‑based alignment .
Overall, Selden’s compensation structure emphasizes performance leverage, with clear financial and strategic gates, strong governance guardrails (no hedging/pledging; clawbacks), and retention through multi‑year vesting—factors that typically reduce misalignment risk while creating identifiable calendar windows for potential insider liquidity tied to vesting .