Michael Braner
AMERICAN PUBLIC EDUCATIONAbout Michael D. Braner
Independent director at American Public Education, Inc. (APEI) since March 2023; age 55; currently Managing Member and Chief Compliance Officer at 325 Capital LLC (since March 2019). Career background includes Partner roles at Sagard Capital Partners LP (2005–May 2016) and JB Investment Partners (2003–2004), and more than 10 years at Bain & Company advising corporates and private equity investors. Core credentials: executive-level investment research, compliance oversight, corporate governance; also affiliated with APEI’s largest shareholder via 325 Capital .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 325 Capital LLC | Managing Member & Chief Compliance Officer | Mar 2019–present | Long-term minority owner strategy; investment research and compliance leadership |
| Sagard Capital Partners LP | Partner | 2005–May 2016 | Similar long-term investment strategy |
| JB Investment Partners | Partner (founder) | 2003–2004 | Investment company leadership |
| Bain & Company Inc. | Consultant (corporate & PE clients) | >10 years (early career) | Strategy and operational consulting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No current public company directorships disclosed for Braner |
Board Governance
- Independence: Board determined Braner is independent; all three standing committees are comprised entirely of independent directors .
- Committees: Member, Audit Committee; Member, Management Development & Compensation (MDC) Committee .
- Attendance: In 2024, the Board held 8 meetings; all current directors attended at least 75% of aggregate Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet at least twice per year in executive session .
- Board leadership: Independent Board Chair (Daniel S. Pianko, appointed March 2025) .
| 2024 Board & Committee Composition (meetings held) | Board | Audit | MDC | NCG |
|---|---|---|---|---|
| Meetings held | 8 | 8 | 4 | 5 |
| Braner membership | Yes | Yes | Yes | No |
Fixed Compensation
| Component | 2024 | 2025 Policy |
|---|---|---|
| Annual cash retainer | $70,000 | $80,000 (effective Jan 1, 2025) |
| Committee chair fees | Not applicable (member) | Audit Chair $15,000; MDC Chair $10,000; NCG Chair $8,000 (policy) |
| Board Chair retainer | Not applicable | $80,000 (policy; applies to non-employee Chair) |
| Subsidiary board service retainer | Not disclosed for Braner | $65,000 flat for APUS/RU service (if assigned) |
| Restricted stock grant (annual) | $79,997 grant date fair value; vests at one-year or pre-next AGM | $110,000 planned grant value (2025) |
| Total reported 2024 director pay | $149,997 (cash $70,000 + stock $79,997) | — |
Performance Compensation
| Element | Structure | Metrics | 2024 Outcome |
|---|---|---|---|
| Director equity | Time-based RSUs; annual grant; no options granted to directors | None (time-based vesting only) | Unvested director RSUs outstanding as of 12/31/2024: 4,350 shares |
Directors do not receive performance-based equity (PSUs/options) under APEI’s director program; options were not outstanding for non-employee directors at year-end 2024 .
Other Directorships & Interlocks
| Entity | Relationship | Details / Potential Interlock |
|---|---|---|
| 325 Capital LLC | Managing Member & CCO | APEI entered a 2023 Cooperation Agreement with 325 Capital in connection with Braner’s appointment and nomination; 325 Capital beneficially owned ~12.0% of APEI at 3/27/2025 . |
| 325 Capital Master Fund LP & SMAs | Beneficial ownership | Braner may be deemed to beneficially own shares held by 325 Master Fund and separately managed accounts through his role at 325; aggregate beneficial ownership attributed to Braner: 2,289,601 shares (12.7%) . |
Expertise & Qualifications
- Executive-level investment and business consulting experience; significant shareholder perspective; governance expertise cited by APEI .
- Committee experience across Audit and MDC (human capital & pay oversight), enabling risk, financial, and compensation oversight contributions .
Equity Ownership
| Item | Amount / Policy |
|---|---|
| Shares beneficially owned (Braner) | 2,289,601 shares; 12.7% of common stock, including 325 Master Fund and SMAs attribution |
| Unvested director stock awards (RSUs) | 4,350 shares outstanding at 12/31/2024 |
| Options (director) | None outstanding for non-employee directors as of 12/31/2024 |
| Shares outstanding (reference) | 18,036,421 shares at 3/27/2025 |
| Hedging / pledging | Prohibited for directors and officers (no hedging, no pledging/margin) |
| Director ownership guidelines | ≥3x annual base retainer; compliance affirmed for continuing directors as of 12/31/2024 |
Board Governance Signals and Risk Assessment
- Alignment positives: Independent status; service on Audit and MDC committees; robust governance policies including ownership guidelines, hedging/pledging prohibitions, and executive sessions; committee independence and refreshed board composition .
- Shareholder support: Say-on-pay approval ~92% in 2024 indicates strong investor support for compensation practices overseen by the MDC Committee .
- Potential conflicts: Braner’s dual role at 325 Capital (a 12% holder) and committee memberships (Audit/MDC) create perceived influence risks; mitigants include formal independence determinations, related-party transaction policy, and disclosure of Cooperation Agreement; no related person transactions reported since start of 2024 .
- RED FLAGS:
- Section 16(a) compliance: Proxy notes five late Form 4 transactions for Braner, indicating filing timeliness issues (administrative) .
- Activist interlock: Cooperation Agreement with 325 Capital (activist-style engagement); monitor for undue influence on compensation/audit outcomes .
Compensation Committee Analysis (context for MDC where Braner serves)
- Consultant independence: Willis Towers Watson retained; independence assessed; no conflicts of interest; consultant sets peer group and survey benchmarking .
- Program design: Emphasis on variable pay; clawback policy; no repricing; double-trigger change-in-control for executives; ownership requirements; hedging/pledging prohibitions .
Insider Trading & Section 16 Compliance
| Item | Disclosure |
|---|---|
| Late Section 16 filings | Braner reported five transactions late on Form 4 in 2024; Board Chair Pianko had one late Form 4 |
| Related person transactions | None since the beginning of 2024; Audit Committee policy requires pre-approval and oversight |
Note: Detailed Form 4 transaction data is not provided in the proxy; only late-filing disclosures are available .
Director Compensation Summary (for benchmarking and alignment)
| Metric | 2024 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Braner) | $70,000 | Annual director retainer |
| Stock Awards (grant-date fair value) | $79,997 | Restricted stock; grant price reference $18.39 per share |
| Total | $149,997 | Vests by next AGM or one-year anniversary |
Governance Assessment
- Overall, Braner brings investor/operator discipline and governance acumen, with committee roles that can enhance oversight quality. His significant beneficial ownership ties via 325 Capital align interests with shareholders but warrant ongoing monitoring for potential conflicts, particularly within Audit and Compensation decision-making. Administrative lapses (late Form 4s) are modest but should be remediated to avoid perception risks. APEI’s governance structures (independent Board/committees, ownership rules, hedging/pledging bans, related-party policy) and strong say-on-pay outcomes support investor confidence, provided transparency continues around 325-related engagements and committee deliberations .