Eric Andersen
About Eric Andersen
Eric Andersen is Vertex’s lead independent director; he joined the Board in January 2008 and has over 25 years of consulting/management experience at IBM, PwC and PwC Consulting, with the last ~15 years in private equity (including prior roles at Silver Lake Partners and Milestone Partners) and currently serves as a part‑time operating partner at PeakEquity; he is also an Adjunct Professor at Villanova School of Business and a member of NACD, holding an MBA from Wharton and a BS from Bucknell University . The Board has determined Andersen is independent under SEC and Nasdaq rules ; he presides over executive sessions in his role as lead independent director .
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| IBM; PwC; PwC Consulting | Senior partner/executive leading businesses in US/Asia/global | 25+ years in consulting/management | Built/led businesses; operational/strategic expertise |
| Silver Lake Partners | Managing Director (technology-focused PE) | Part of last ~15 years in PE | Private equity investing/oversight |
| Milestone Partners | Partner (PE) | Part of last ~15 years in PE | Private equity investing/oversight |
| PeakEquity | Part-time Operating Partner | Current | Lower middle market enterprise software focus |
| Villanova School of Business | Adjunct Professor | Current | Academic/teaching role |
External Roles
| Organization | Role | Dates (as disclosed) | Committees/Notes |
|---|---|---|---|
| American Public Education, Inc. (NASDAQ: APEI) | Director; previously Chairman | Chairman from May 2020 to March 2025; currently Director | Member, Management Development & Compensation Committee |
| NACD | Member | Current | Director education/engagement |
Board Governance
- Current roles: Lead Independent Director; member, Human Capital Committee; member, Nominating & Governance Committee .
- Committee chairs: Human Capital (Philip Saunders, Chair); Nominating & Governance (Bradley Gayton, Chair); Audit (J. Richard Stamm, Chair; Audit “financial expert”) .
- Independence: Board determined Andersen and a majority of directors are independent under SEC/Nasdaq standards; all three standing committees are independent .
- Attendance: Five Board meetings in FY2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non‑employee directors meet regularly in executive session, presided over by the lead independent director (Andersen) .
- Risk oversight: Board oversees enterprise and cybersecurity risk; Audit Committee oversees ERM/cyber; Board leadership currently combined CEO/Chair with a robust lead independent role (Andersen) .
- Controlled company context: Vertex is a “controlled company” under Nasdaq due to the Stockholders’ Agreement voting power, but does not currently rely on controlled company exemptions .
Fixed Compensation (Non‑Employee Director Pay Program and Actual 2024)
| Component | Policy Amount | Notes |
|---|---|---|
| Annual cash retainer | $42,000 | Paid monthly |
| Lead Independent Director fee | $20,000 | Additional annual fee |
| Audit Chair / Member | $20,000 / $10,000 | Annual fee |
| Human Capital Chair / Member | $15,000 / $7,500 | Annual fee |
| Nominating & Governance Chair / Member | $12,000 / $6,000 | Annual fee |
| Annual equity grant (RSA) | $200,000 grant-date value | Shares = $200,000 / closing price on grant date |
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Eric Andersen | 78,854 | 200,017 | 278,871 |
- Vesting convention for director RSAs: cliff vest on earlier of the day before the next annual meeting or first anniversary; accelerated vesting upon change in control .
Performance Compensation (Structure and Metrics)
| Item | Detail |
|---|---|
| Equity vehicle | Restricted stock awards (time-based) for non‑employee directors |
| Annual grant value | $200,000 (grant-date fair value) |
| Vesting schedule | Single installment on earlier of next annual meeting (day before) or first anniversary; CIC acceleration |
| Performance metrics | None disclosed for director equity (time-based, not performance‑conditioned) |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| American Public Education, Inc. | Public company | Director; prior Chairman | Serves on APEI compensation committee; Vertex discloses no compensation committee interlocks in past year |
- Compensation Committee Interlocks: None; no Vertex executive served on another entity’s board/comp committee with reciprocal relationships in the past year .
Expertise & Qualifications
- Domains: Consulting and operating leadership (IBM/PwC), private equity (Silver Lake, Milestone, PeakEquity), strategy and operations; public company governance experience; NACD member .
- Education: MBA (Wharton, University of Pennsylvania); BS (Bucknell University) .
- Board leadership: Lead Independent Director with responsibilities including presiding over executive sessions, agenda/schedule approval, and liaison duties per Corporate Governance Guidelines .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Class B Shares | % of Class B | Notes |
|---|---|---|---|---|---|
| Eric Andersen | 183,572 | * (<1%) | — | — | Includes 78,558 options exercisable within 60 days and 5,705 unvested restricted shares |
| Shares outstanding (reference) | 71,999,335 (Class A) | — | 86,480,641 (Class B) | — | As of April 16, 2025 |
- Outstanding awards at FY2024 year‑end (director): Options 100,558; Restricted stock awards 5,705; all director RSAs accelerate on CIC .
- Anti‑hedging/Anti‑pledging: Directors, officers, employees and entities they control are prohibited from pledging Vertex securities and from hedging/monetization transactions (e.g., collars, forwards) .
- Ownership guidelines: Proxy discloses stock ownership policy for certain officers (not directors); no director ownership guideline disclosed .
Related Party Exposure and Policies
- Related person transaction policy: Audit Committee must review/approve transactions >$120,000 with related persons; must be arm’s length; related members recuse .
- 2024 related party transactions: “There were no other related party transactions in 2024.” (aside from Stockholders’ Agreement context) .
- Stockholders’ Agreement and controlled status: Voting control by family group; transfer restrictions and ROFR/ROFO; company currently does not rely on “controlled company” exemptions .
- Indemnification: Company provides indemnification to directors and officers to fullest extent permitted; separate agreements in place .
Governance Assessment
-
Positives:
- Lead independent director role held by Andersen with clear responsibilities; regular executive sessions enhance independent oversight .
- Andersen is independent; majority-independent Board and fully independent standing committees .
- No compensation committee interlocks; robust related‑party review policy and no material related‑party transactions in 2024 .
- Director equity is time‑based RSAs with straightforward vesting; anti‑hedging and anti‑pledging policy strengthens alignment .
-
Watch items / potential risks:
- Controlled company structure could reduce minority shareholder influence over Board composition; company states it is not relying on exemptions currently, but may in future .
- Long tenure (since 2008) can raise independence/perception questions at some institutions despite formal independence; Board cites his operational/strategic expertise as rationale .
- External commitments (APEI directorship and PE operating partner role) may affect time allocation; attendance threshold met by all directors (≥75%) in 2024 .
-
Compensation alignment signals:
- Balanced mix: ~$78.9k cash fees plus ~$200k annual RSAs in 2024; equity weighting promotes alignment without performance conditions typical for directors .
- CIC acceleration applies to director RSAs; standard but note for takeover optics .
-
Compliance/controls:
- Insider trading policy prohibiting pledging/hedging reduces alignment risks; Clawback Policy applies to executive officers upon restatements (note: executive-focused) .
RED FLAGS: None identified specific to Andersen in 2024 (no related‑party transactions, no pledging, no interlocks, met attendance threshold) .