Thomas Beckett

About Thomas Beckett

Thomas A. Beckett serves as Senior Vice President, General Counsel and Secretary of American Public Education, Inc. (APEI) and is a Section 16 named executive officer; he has been disclosed in the Company’s executive compensation tables since at least 2018, indicating multi‑year tenure in the senior legal role . In 2024, APEI delivered revenue of $624.6 million, net income of $10.1 million, and Adjusted EBITDA of $72.3 million, with Adjusted EPS of $1.00 used for incentive calculations; these results drove above‑target performance outcomes in the annual and long‑term incentive programs, including a 145.5% PSU earnout and 100.2% of target AIP payouts for APEI‑level NEOs, including Mr. Beckett . APEI’s compensation structure emphasizes pay‑for‑performance through Adjusted EBITDA, revenue, and Adjusted EPS metrics with clear threshold/target/maximum goals; 2024 say‑on‑pay support rose to ~92%, signaling shareholder alignment with the program .

Fixed Compensation

Base salary positioning and target bonus opportunity (plan settings vs actual cash paid).

• 2024 salary setting and target AIP: Mr. Beckett’s 2024 base salary was set at $400,588 (up 6.5% vs 2023), with a 50% target annual incentive opportunity; the Committee noted his salary remained below market median in 2023 and adjusted accordingly .
• Actual 2024 salary paid and AIP payout: Mr. Beckett received $394,006 in salary and $200,773 in AIP payout (100.2% of target), consistent with APEI‑level payouts .

Performance Compensation

2024 Annual Incentive Plan (AIP) – Design, Metrics, and Payout

• Design updates emphasized revenue and Adjusted EBITDA with balanced weighting, strategic goals replacing individual OKRs, and a 200% max payout curve; threshold raised (Rev 90%, EBITDA 80%) and max tightened (Rev 110%, EBITDA 120%) to strengthen pay‑performance alignment .
• APEI‑level metric weights for NEOs (incl. Beckett): Adjusted EBITDA 35%, APUS Rev 20%, RU Rev 20%, HCN/GSUSA Rev 5%, Strategic Goals 20% .
• 2024 enterprise results: Adjusted EBITDA achieved 108.7% of target (143.3% payout for that component); APUS Rev 99.6% (98.2% payout); RU Rev 97.9% (90% payout); HCN/GSUSA Rev 94.3% (51% payout); Strategic Goals: 50% payout for APEI‑level NEOs. Total AIP payout: 100.2% of target (Mr. Beckett aligned to this) .

Mr. Beckett’s 2024 AIP detail (aligned to above): Salary $400,588; Target 50%; Target $200,294; Payout 100.2% → $200,773 .

2024 Performance Share Units (PSUs) – Metrics, Goals, Achievements

• PSU metrics (50/50): Revenue and Adjusted EPS; threshold at 90% Rev / 85% EPS (50% payout), max at 110% Rev / 115% EPS (200% payout) .
• 2024 results: Revenue $624.6m (~98% of target, 91% of target shares earned) and Adjusted EPS $1.00 (~123% of target, 200% of target shares earned) → combined PSU achievement of 145.5% of target; awards then subject to time‑based vesting (3‑year ratable) .

Mr. Beckett’s 2024 PSU outcome: Target 14,750 shares; Earned subject to vesting 21,461 shares (145.5% of target) .

Equity Ownership & Alignment

Beneficial Ownership

Note: “*” indicates less than 1% ownership per proxy footnotes; shares outstanding were 17,558,137 (2024) and 18,036,421 (2025) .

Stock Ownership Guidelines, Hedging/Pledging, Clawback

• Ownership guideline: Senior Vice Presidents are expected to hold Company stock equal to 1x base salary; compliance required within five years, with 50% net‑share retention until met. As of 12/31/2023, all executive officers and continuing directors were compliant or retaining 50% as required .
• Hedging/Pledging: Directors and officers are prohibited from hedging and from holding/pledging APEI securities in margin accounts or as collateral; policy aims to prevent misaligned incentives and forced sales .
• Clawback: Incentive Compensation Recovery Policy (effective Dec 2023) compliant with Rule 10D‑1/Nasdaq; requires recoupment of erroneously awarded incentive‑based compensation upon restatement, subject to limited exceptions .

Outstanding and Unvested Equity (selected awards as of 12/31/2024)

Vesting cadence: RSUs/PSUs generally vest ratably over three years; PSUs first must be earned on performance, then vest time‑based, reinforcing retention .

Employment Terms

Contract Status and Severance Framework

• Mr. Beckett does not have an individual employment agreement; he is covered by APEI’s Executive Severance Plan (ESP). ESP definitions include Cause, Good Reason, and Change in Control as specified; eligibility and benefits apply to ESP participants including Mr. Beckett .
• Termination economics (2024 year‑end valuation):
  • Without Cause / Good Reason (no CIC): Severance $600,882 and welfare benefits continuation valued at $28,542 .
  • Without Cause / Good Reason within 6 months of Change in Control: Severance $801,176 and welfare benefits continuation $42,813; separate row shows accelerated vesting value if awards are assumed/continued/substituted: $1,183,763 .
• CIC multiple: If terminated within six months after a Change in Control (double‑trigger), ESP provides a lump sum of 1.5x (base salary + target bonus) for Mr. Beckett (and similarly situated executives), payable on the 61st day after termination, plus benefit continuation or cash in lieu .
• 280G cutback: Payments/benefits reduced to avoid excise tax unless the executive would be at least $50,000 better off after‑tax without reduction (best‑net approach) .
• Equity retirement policy (accelerated vesting upon retirement after age/service thresholds) exists but was only applicable to another NEO in 2024; included for completeness of policy context .

Definitions excerpt (ESP): Cause, Good Reason, Change in Control definitions summarized in proxy; see cited section for full language .

Multi‑Year Compensation (Summary Compensation Table line items)

Governance, Shareholder Feedback, and Risk Controls

• Say‑on‑pay support: ~92% approval at 2024 meeting (vs ~82% in 2023), reflecting stronger investor support for the revised design and outcomes .
• Related‑party transactions: None since the beginning of 2023; oversight resides with the Audit Committee under an enhanced policy adopted in March 2023 .
• Equity plan governance: 2017 Omnibus Incentive Plan (Amendment No. 3) added minimum vesting requirements (generally ≥1 year, with de minimis 5% exception) and conditioned dividend equivalents on performance goal achievement for performance awards .

Investment Implications

• Pay‑for‑performance alignment: 2024 AIP and PSU outcomes directly reflected top‑line and profitability execution (Rev ~98% of target, Adjusted EPS above maximum), supporting realized pay increases that remain formula‑driven; this structure lowers discretionary risk and ties compensation to operating leverage and growth across institutions .
• Near‑term supply from vesting: Multiple RSU/PSU tranches vest across 2025–2027 (notably 1/31/2025 and 2/07/2025), which may create routine insider selling to cover taxes; lack of stock options reduces forced exercise pressure .
• Alignment and risk controls: Ownership guidelines (1x salary for SVPs), prohibitions on hedging/pledging, and a Dodd‑Frank compliant clawback mitigate misalignment and downside governance risk; no related‑party transactions disclosed since 2023 .
• Change‑in‑control economics: Moderate double‑trigger severance (1.5x salary+target bonus) plus benefit continuation and potential equity acceleration represent standard market protections without tax gross‑ups (best‑net 280G cutback), limiting windfall risk while aiding retention in strategic scenarios .
• Overall: Beckett’s incentives are meaningfully tied to revenue and profit quality via AIP and PSUs, with substantial unvested equity supporting retention; governance safeguards and high say‑on‑pay support reduce compensation risk, while scheduled vesting may imply modest, periodic insider selling for tax liquidity rather than directional views .