Craig MacGibbon
AMERICAN PUBLIC EDUCATIONAbout Craig MacGibbon
Craig S. MacGibbon is Executive Vice President and Chief Information Officer (CIO) at American Public Education, Inc. (APEI) and has been a named executive officer (NEO) since 2023. He joined APEI in 2022 and, as CIO, provides regular cybersecurity and technology risk briefings to the Board, which received CIO updates at each quarterly meeting in 2023 and 2024 . Pay-for-performance ties are meaningful: in 2024, APEI outperformed full-year guidance with revenue of $624.6 million, Adjusted EBITDA of $72.3 million, and diluted EPS of $0.55, driving enterprise-level AIP payouts of ~100% of target and PSU earnouts of 145.5% based on revenue and Adjusted EPS performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Public Education, Inc. | EVP & Chief Information Officer | 2022–present | Board-level cybersecurity and IT risk reporting; CIO reported quarterly in 2023–2024 as the company strengthened its cybersecurity posture via staffing, third-party providers, and expanded processes . |
External Roles
- Not disclosed in proxy materials reviewed.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary | $390,000 | $401,700 |
| All Other Compensation | $28,586 | $32,247 |
| Total (as disclosed in SCT) | $857,621 | $949,527 |
Notes:
- Base salary increased 3.0% in 2024 as part of market-adjusted increases for NEOs other than the CEO .
- Deferred compensation (company match): $7,239 (2024); aggregate DC plan balance $11,241 at year-end 2024 .
Performance Compensation
Annual Incentive (AIP) – Design, Targets, and Payouts
- 2024 AIP design (APEI-level NEOs): 80% financial metrics (Adjusted EBITDA and segment revenues) and 20% strategic goals; target payout 50% of base salary for MacGibbon .
- 2024 AIP weighting and outcomes (APEI-level NEOs, including CIO): total payout = 100.2% of target .
| Metric | Weight | Target scale | Actual vs target | Payout factor | Weighted payout |
|---|---|---|---|---|---|
| Adjusted EBITDA (Company) | 35% | Threshold 80%; Max 120% | 108.7% | 143.3% | 50.1% |
| APUS Revenue | 20% | Threshold 90%; Max 110% | 99.6% | 98.2% | 19.6% |
| RU Revenue | 20% | Threshold 90%; Max 110% | 97.9% | 90.0% | 17.9% |
| HCN/GSUSA Revenue | 5% | Threshold 90%; Max 110% | 94.3% | 51.0% | 2.6% |
| Strategic Goals | 20% | 50% / 100% / 200% | 50% achievement | 50.0% | 10.0% |
| Total | 100% | 100.2% |
- 2024 AIP payout for MacGibbon: Target $200,850 (50% of $401,700 base), paid $201,330 (100.2% of target) .
- 2023 AIP payout for MacGibbon: Target $195,000 (50% of $390,000 base), paid $127,413 (65% of target) .
| AIP Detail | 2023 | 2024 |
|---|---|---|
| Target bonus % of base | 50% | 50% |
| Target $ | $195,000 | $200,850 |
| Actual payout $ | $127,413 | $201,330 |
| Actual as % of target | 65% | 100.2% |
AIP metric architecture changes:
- 2024 replaced individual OKRs with enterprise Strategic Goals (20% weighting), shifted AIP earnings metric to Adjusted EBITDA, increased payout max to 200%, and raised performance thresholds to strengthen pay-performance alignment .
Long-Term Incentives (Equity)
- Structure: 50% RSUs / 50% PSUs; both vest ratably over three years; 2024 PSUs based on revenue (50%) and Adjusted EPS (50%) .
2024 Grants (1/31/2024):
- RSUs: 15,000 ($158,700 grant-date fair value) .
- PSUs (target): 15,000 ($158,700 grant-date fair value) .
- 2024 PSU performance curve and outcome:
| PSU Metric (2024) | Threshold | Target | Maximum | Actual | Earned (% of target) |
|---|---|---|---|---|---|
| Revenue (50%) | 90% of budget ($572.4m) | 100% ($636.0m) | 110% ($699.6m) | $624.6m | 91% |
| Adjusted EPS (50%) | 85% of target ($0.67) | 100% ($0.79) | 115% ($0.91) | $1.00 | 200% |
| Total Earnout | 145.5% |
- 2024 PSUs earned (subject to continued vesting): 21,825 shares for MacGibbon (145.5% of 15,000 target) .
2023 Grants (2/07/2023) and 2022 Grants:
- 2023 target award values: $300,000 (split equally between RSUs and PSUs), with performance metrics revenue and Adjusted EBITDA (PSUs) and 3-year ratable vesting .
- 2022 RSU award (remaining tranche vests 8/08/2025) .
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Awards
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 16,191 shares; <1% of class as of March 27, 2025 (18,036,421 shares outstanding) |
| Unvested stock awards (12/31/2024) | 55,218 shares; market value $1,191,047 (based on $21.57 close) |
| Options outstanding (12/31/2024) | 6,973 exercisable; 3,487 unexercisable; strike $15.74; expiration 8/08/2032 |
| 2024 option exercises | 3,487 shares; value realized $7,075 |
| 2024 stock vested | 11,376 shares; value realized $136,388 |
Vesting Schedule (as of 12/31/2024)
| Award | Grant Date | 2025 Vest | 2026 Vest | 2027 Vest |
|---|---|---|---|---|
| PSU (2024) | 01/31/2024 | 7,275 | 7,275 | 7,275 |
| RSU (2024) | 01/31/2024 | 5,000 | 5,000 | 5,000 |
| PSU (2023) | 02/07/2023 | 3,145 | 3,145 | — |
| RSU (2023) | 02/07/2023 | 3,873 | 3,873 | — |
| RSU (2022) | 08/08/2022 | 4,357 (vests 8/08/2025) | — | — |
Ownership alignment and policies:
- Stock ownership guidelines: 2x base salary for executive officers other than CEO/CFO; 5-year accumulation period; retention requirement of 75% of net shares until compliant (updated Dec 2024). As of Dec 31, 2024, all executive officers were in compliance to the extent required .
- Hedging and pledging: Prohibited (no short sales, derivatives, collars, swaps; no margin/pledging) .
- Clawback: Dodd-Frank-compliant incentive compensation recoupment policy in place .
Employment Terms
Severance and Change-in-Control (Executive Severance Plan)
Applies to MacGibbon (not party to an individual employment agreement) .
| Scenario | Aggregate Severance Pay | Accelerated Equity | Welfare Benefits Continuation | Total |
|---|---|---|---|---|
| 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 6 months after a Change in Control | $803,400 | — | $41,412 | $844,812 |
| Termination without Cause within 1 year of a Change in Control in which awards are assumed/continued/substituted | — | $1,191,047 | — | $1,191,047 |
Key terms:
- Non-compete and non-solicit required for 12 months post-termination to receive severance .
- Double-trigger CoC cash severance equal to 1.5x (base salary + target bonus), plus COBRA premium differential lump sum; treatment of equity follows plan/award agreements (full vesting if terminated without cause within one year post-CoC when awards are assumed/continued/substituted) .
- Definitions of Cause, Good Reason, and Change of Control per Executive Severance Plan .
Compensation Structure Analysis
- Cash vs equity mix: Equity remains ~50/50 RSU/PSU with three-year vesting, sustaining multi-year alignment; 2024 awards for NEOs (including CIO) slightly up vs 2023 (from $300k to $317.4k target value) but sized conservatively to manage share usage and reflect 2023 stock performance .
- Metric shifts (risk/return): 2024 AIP replaced EPS with Adjusted EBITDA (closer management control), increased max payout to 200%, and raised thresholds. 2024 PSUs replaced Adjusted EBITDA with Adjusted EPS, alongside revenue, sharpening focus on profitable growth and shareholder returns .
- Say-on-pay: Strong investor support—92% approval in 2024 (vs. 82% in 2023), indicating improved alignment and responsiveness to feedback .
- Governance safeguards: No hedging/pledging; robust clawback; no tax gross-ups; no single-trigger CoC; plan prohibits option/SAR repricing without shareholder approval .
Compensation & Incentive Detail Tables
Summary Compensation (selected line items)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary | $390,000 | $398,550 |
| Stock Awards (Grant-date FV) | $311,622 | $317,400 |
| Non-Equity Incentive (AIP) | $127,413 | $201,330 |
| All Other Compensation | $28,586 | $32,247 |
| Total | $857,621 | $949,527 |
2024 Grants of Plan-Based Awards (equity and AIP targets)
| Type | Grant Date | Target/Awards |
|---|---|---|
| RSUs (#) | 1/31/2024 | 15,000 (FV $158,700) |
| PSUs (Target #) | 1/31/2024 | 15,000 (FV $158,700) |
| AIP Target (% base) | 2024 | 50% (Threshold 25%; Max 100%) |
2024 PSU Earned Shares (subject to vesting)
| 2024 PSU Target | Performance Achievement | Earned Shares |
|---|---|---|
| 15,000 | 145.5% | 21,825 |
Compensation Peer Group and Pay Positioning
- Peer group for competitive benchmarking (2024 decisions): 2U, Adtalem Global Education, Grand Canyon Education, Laureate Education, Lincoln Educational Services, Perdoceo, Strategic Education, Stride, Universal Technical Institute .
- Target positioning: generally around the 50th percentile for base, target total cash, and target total direct compensation (with role-specific adjustments) .
Related Party Transactions and Risk Indicators
- Related party transactions: None since the beginning of 2024; none proposed .
- Risk controls: Hedging/pledging prohibited; clawback policy; no tax gross-ups; no option/SAR repricing; AIP and LTI structures reviewed for risk and alignment .
Investment Implications
- Alignment: Clear pay-for-performance linkage—2024 AIP paid near target and PSUs earned 145.5% on revenue and Adjusted EPS; equity mix and 3-year vesting support retention and long-term focus .
- Near-term selling pressure: Multiple vesting tranches in Q1 2025–2027 (RSUs/PSUs) plus an August 2025 RSU tranche could add periodic supply; 2024 option exercise was modest (3,487 shares) .
- Retention and CoC protections: Executive Severance Plan provides competitive (but not excessive) protection—1.0x cash severance for ordinary terminations and 1.5x (base + target) on double-trigger CoC, with 12-month non-compete/non-solicit—mitigating abrupt departure risk while aligning to shareholder norms .
- Governance quality: Robust safeguards (clawback, anti-hedging/pledging, no repricing, strong say-on-pay support) reduce governance risk and suggest compensation committee responsiveness to investors .