Edward Codispoti
AMERICAN PUBLIC EDUCATIONAbout Edward Codispoti
Edward H. Codispoti is Executive Vice President and Chief Financial Officer of American Public Education, Inc. (APEI), appointed effective October 20, 2025. He is 54 and a Certified Public Accountant, with BAcc and MAcc degrees from Florida International University; he is a member of the AICPA and Florida Institute of CPAs . He joined as APEI reported strong momentum: in Q3 2025, revenue grew 7% year over year to $163.2M and Adjusted EBITDA rose 60% to $20.7M, with APUS +8%, RU +16%, and HCN +19% revenue growth; net income rose to $5.6M; cash and equivalents were $193.1M and no net debt . APEI prohibits hedging and pledging by officers and maintains a clawback policy; CFO stock ownership guideline equals 3x base salary, with 75% net-share retention until compliant .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NV5 Global, Inc. | Chief Financial Officer | 2019–Oct 2025 | Led finance through 45+ M&A transactions; guided strategy through merger with Acuren in Aug 2025 . |
| Ilumno Holdings, Ltd. | Chief Financial Officer | 2017–2019 | CFO for higher education learning platforms/technology provider in Latin America . |
| JetSmarter, Inc. | Chief Financial Officer | 2016–2017 | Senior financial leadership at private aviation platform . |
| TradeStation Group, Inc. | CFO; CAO; Corp. Controller/VP Accounting | 2010–2016 (various) | Progressively senior finance roles culminating as CFO . |
| Kos Pharmaceuticals | Senior finance/accounting roles | N/A | Earlier industry finance experience . |
| Arthur Andersen LLP | Public Accountant | Early career | Foundation in public accounting . |
External Roles
| Organization | Role/Capacity | Years | Notes |
|---|---|---|---|
| American Institute of CPAs | Member | N/A | CPA professional membership . |
| Florida Institute of CPAs | Member | N/A | CPA professional membership . |
Fixed Compensation
| Component | Terms | Effective/Timing |
|---|---|---|
| Base Salary | $530,000 per year | Effective Oct 20, 2025; eligible for base pay increase in Q1 2027 subject to MD&CC approval . |
| Sign‑On Bonus | $70,000, paid first payroll after start; must repay if termination within 12 months (except Co. without cause, death, disability) | Paid at start (Oct 2025) . |
| Benefits | Eligible for senior executive benefit plans | Upon start . |
Performance Compensation
| Incentive Type | Metric/Design | Target/Value | Vesting/Timing |
|---|---|---|---|
| Annual Bonus (AIP) | Based on organizational performance goals set by MD&CC; includes “stretch” goals | First eligible in 2026: Target 50% of base; additional stretch up to 50% (total up to 100% of base) . | Paid per annual plan after MD&CC determination . |
| Long‑Term Incentive (PSUs) | Performance Stock Units under APEI LTI program (senior executives) | Recommended 2026 target grant value: $300,000 (subject to MD&CC approval) . | Performance period and vest per plan/award; plan requires minimum 12‑month performance period and one‑year minimum vesting conditions . |
| Sign‑On Equity (RSUs) | Time‑based RSUs; number of shares = $300,000 ÷ 60‑day average closing price ending on start date | $300,000 grant value at grant date (Oct 20, 2025) . | Vest one‑third annually on each anniversary of grant date over three years, subject to continued service . |
Notes on plan mechanics and change‑in‑control
- Equity plan disallows repricing without shareholder approval; grants observe one‑year minimum vest (with limited exceptions) .
- In a “corporate transaction”: if awards are not assumed, time‑based RSUs vest before closing; if assumed and service is terminated without cause within one year post‑closing, awards fully vest (double‑trigger) .
Equity Ownership & Alignment
- Stock ownership guidelines: CFOs must hold common stock equal to 3x base salary; executives must retain 75% of net shares acquired until achieving the guideline; five‑year accumulation period from becoming an executive officer .
- Hedging/derivative transactions prohibited for officers; pledging or margin accounts prohibited for directors and officers, reducing forced‑sale risk from margin calls .
- APEI maintains an incentive compensation clawback policy compliant with SEC/Nasdaq; also provides recoupment for misconduct‑related restatements in prior plans .
Employment Terms
| Term | Detail |
|---|---|
| Start Date | October 20, 2025 . |
| Reporting | Reports to APEI President & CEO . |
| Severance Eligibility | Eligible to participate in APEI Executive Severance Plan effective October 20, 2026 . |
| Insider Trading Policy | Company policy governs trading, including 10b5‑1 plans; filed as exhibit to 2024 Form 10‑K . |
| Governance on Pay | Compensation set and reviewed by Management Development & Compensation Committee using independent advisor (Willis Towers Watson) and market benchmarks . |
| Say‑on‑Pay Support | 2024 Say‑on‑Pay approval: 92% of votes cast supported executive compensation . |
Performance & Track Record
- NV5 CFO tenure: led finance through more than 45 acquisitions; supported expansion and value creation; NV5 merged with Acuren in Aug 2025 .
- APEI operating backdrop at appointment: Q3 2025 revenue +7% YoY to $163.2M; Adjusted EBITDA +60% to $20.7M; APUS +8%, RU +16%, HCN +19% revenue growth; net income to common of $5.6M; cash/ equivalents/restricted cash $193.1M; no net debt .
Risk Indicators & Red Flags
- Hedging and pledging prohibited for officers (mitigates misalignment/forced sale risk) .
- No tax gross‑ups and no single‑trigger change‑of‑control payments in executive program; double‑trigger applies (company‑wide policy) .
- Clawback policy in force; enhances accountability .
- As a recent appointee, beneficial ownership/pledging disclosures will be reflected in future filings; none disclosed to date in 2025 proxy .
Compensation Structure Analysis
- Cash vs equity mix: Sign‑on package balances cash ($70k) and equity ($300k RSUs), with ongoing variable pay tied to performance (AIP up to 100% of base; PSUs target $300k), aligning pay to results and retention via 3‑year RSU vesting .
- Shift toward performance equity: Starting 2026, equity for CFO role targeted in PSUs (100% of recommended LTI), consistent with APEI’s emphasis on pay‑for‑performance and broader move away from options to full‑value awards .
- Ownership alignment: 3x salary guideline and 75% net‑share hold until compliance increase alignment and reduce selling pressure risk .
Investment Implications
- Incentive alignment: High at‑risk pay (AIP up to 100% of base; PSU‑weighted LTI) and stringent ownership/anti‑hedging policies should align CFO decisions with shareholder value creation .
- Execution upside: Codispoti’s M&A and integration experience (45+ deals at NV5) could support APEI portfolio optimization and operating simplification as the company consolidates institutions and scales nursing/APUS growth .
- Retention risk mitigated: Three‑year RSU vesting, deferred PSU opportunity, and severance plan eligibility (from Oct 2026) create retention hooks; double‑trigger protection on awards reduces flight risk in a change‑of‑control scenario .
- Near‑term performance context: Joining amid accelerating EBITDA and revenue growth provides a constructive baseline; monitoring 2026 AIP metrics/targets and PSU goal rigor will be critical to assess pay‑for‑performance integrity .