Anna Fabrega
AMERICAN PUBLIC EDUCATIONAbout Anna M. Fabrega
Independent director of American Public Education, Inc. (APEI) since May 2022; age 46. Former CEO of Local Bounti Corp. (Jun–Dec 2023) and Freshly, LLC (Oct 2021–Nov 2022), with prior senior roles at Amazon (Amazon Go and Convenience Stores) and Microsoft, bringing marketing, digital, and scaled operations expertise to APEI’s board . She is affirmed independent under Nasdaq rules and serves on APEI’s Audit and Management Development & Compensation (MDC) Committees; she is expected to become MDC Committee Chair following the 2025 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Local Bounti Corp. | Chief Executive Officer | Jun 2023–Dec 2023 | Led short-term turnaround effort; CEO experience |
| Freshly, LLC | Chief Executive Officer; previously Chief Commercialization Officer | Oct 2021–Nov 2022; joined Jan 2021 | Consumer subscription operations leadership |
| Amazon | Managing Director, Amazon Convenience Stores (incl. Amazon Go); Director, Amazon Go; various senior roles | 2011–Jan 2021 | Launched Amazon Go Grocery and scaled to 28 stores across 4 cities |
| Microsoft | Senior Manager, Global Brand Strategy; Brand Management | 2008–2011 | Technology brand strategy |
| Stripes Convenience Stores | Director, Brand Management & Financial Services | 2004–2008 | Retail brand management |
| J&L Industrial | Inventory Control Manager | 2002–2003 | Supply/operations |
| McMaster-Carr | Distribution and operations | Began 1999 | Early career operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed for Ms. Fabrega |
Board Governance
- Committee memberships: Audit Committee (member) and MDC Committee (member); expected MDC Chair as of May 23, 2025 annual meeting .
- Independence: Board determined all directors except the CEO are independent; Ms. Fabrega is listed “Independent: Yes” .
- Attendance: In 2024 all current directors attended at least 75% of aggregate Board and applicable committee meetings; 2024 Annual Meeting was attended by all directors .
- Meeting cadence and executive sessions: Board held 8 meetings in 2024; Audit (8), MDC (4), NCG (5); independent directors hold at least two executive sessions annually .
- Risk oversight: All committees are 100% independent; Audit oversees ERM and financial reporting risk; MDC oversees compensation risk and human capital; NCG oversees ESG and governance .
Fixed Compensation
| Component | 2024 | 2025 Policy Change | Notes |
|---|---|---|---|
| Annual director cash retainer | $70,000 | $80,000 (effective Jan 1, 2025) | Payable quarterly; election to receive in stock permitted |
| Committee chair fees (Audit/MDC/NCG) | $15,000 / $10,000 / $8,000 | Unchanged in proxy; Board Chair fee increased | Chair not entitled to additional chair fees if also Board Chair |
| Board Chair cash retainer | $50,000 | $80,000 (effective Jan 1, 2025) | Independent Chair structure |
| Subsidiary board representative retainer (APUS or RU) | $65,000 flat | — | As assigned, not routine |
Non-employee director compensation earned by Ms. Fabrega in 2024:
| Name | Fees Earned or Paid in Cash | Stock Awards (Grant Date Fair Value) | Total |
|---|---|---|---|
| Anna M. Fabrega | $70,000 | $79,997 (per share grant-date fair value $18.39) | $149,997 |
Performance Compensation
| Equity Award Metric | 2024 | Vesting / Conditions | 2025 Plan |
|---|---|---|---|
| Annual director equity grant (restricted stock) | $80,000 grant-date value | Vests on earlier of one-year from grant or immediately before next annual meeting; dividend equivalents not vested until award vests | Annual grant increased to $110,000 in 2025 |
| Unvested stock awards outstanding (as of 12/31/24) | 4,350 shares | Time-based; no options outstanding for non-employee directors | — |
| Non-employee director annual comp cap (cash + equity grant-date value) | $500,000 per calendar year | Governance guardrail; excludes if director becomes employee | — |
APEI’s plan features minimum one-year vesting for time-based awards and 12+ months for performance awards (limited 5% exception), and prohibits option/SAR repricing without stockholder approval, reinforcing pay-for-performance discipline for equity programs broadly .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards (Ms. Fabrega) | None disclosed |
| Interlocks/arrangements | 2023 Cooperation Agreement with 325 Capital LLC related to appointment of Mr. Braner; no such arrangement disclosed for Ms. Fabrega |
Expertise & Qualifications
- Skills: Marketing (incl. digital), business management; leadership at accelerated growth and technology companies .
- Board competency matrix: She contributes business strategy, operational experience, risk management, talent management, sales & marketing expertise, and technology exposure noted across nominees .
Equity Ownership
| Holder | Beneficial Shares | Percent of Class | Notes |
|---|---|---|---|
| Anna M. Fabrega | 27,544 | <1% | As of Mar 27, 2025; 18,036,421 shares outstanding |
| Unvested stock awards outstanding (12/31/24) | 4,350 | — | Director restricted stock outstanding (no options outstanding) |
Ownership alignment and policies:
- Stock ownership guidelines require non-employee directors to hold shares equal to at least 3x annual Board retainer; all continuing directors were in compliance as of Dec 31, 2024, to the extent required .
- Hedging and pledging prohibited for directors and officers, supporting alignment and reducing risk (no margin accounts, no collateral pledges) .
Governance Assessment
- Committee leadership signal: Expected elevation to MDC Chair places Ms. Fabrega at the center of CEO and executive compensation oversight, succession planning, and human capital strategy—critical levers for investor confidence. Her operator background in scaled, technology-enabled consumer businesses should sharpen pay-for-impact calibration and talent architecture .
- Independence & attendance: Independent director, serving on two key committees, with Board-wide attendance at or above 75% in 2024; board and all committees fully independent—supports robust oversight .
- Pay structure and alignment: Director pay blends cash ($70k) and equity ($80k grant value), with 2025 increases to market median (cash $80k; equity $110k) and an annual non-employee director compensation cap of $500k—balanced incentives and prudent guardrails .
- Ownership & restrictions: Compliance with 3x retainer ownership guideline; anti-hedging and anti-pledging policies; unvested restricted stock aligns tenure with ownership .
- Conflicts & related-party transactions: None reported since the beginning of 2024; no related-person transactions involving Ms. Fabrega disclosed—low conflict risk .
- Shareholder say-on-pay context: 92% approval of NEO compensation in 2024 indicates broad investor support for compensation governance; as MDC Chair, Ms. Fabrega will be accountable for sustaining that alignment .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, low attendance, or option repricing. Monitoring point: Transition to MDC Chair—watch for any changes in executive pay mix (e.g., increases in guaranteed compensation or easing of performance metric rigor) that could impact pay-for-performance alignment over 2025–2026 .