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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held Virtually on June 1, 2018

Pursuant to the “notice and access” rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide stockholders access to our proxy materials over the Internet. Accordingly, we sent a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about April 20, 20189, 2021 to all of our stockholders as of the close of business on April 5, 2018March 25, 2021 (the “Record Date”). The Notice includes instructions on how to access our proxy materials over the Internet and how to request a printed copy of these materials. In addition, by following the instructions in the Notice, stockholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis.

Choosing to receive your future proxy materials by e-mail will save the Companyus the cost of printing and mailing documents to you and will reduce the impact of the Company’sour annual meetings on the environment. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

Our Annual Report to Stockholders and this Proxy Statement are available athttp://phx.corporate-ir.net/phoenix.zhtml?c=214618&p=www.apei.com/resources/proxy-materials.

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Attending the Annual Meeting

The Annual Meeting will be a completely virtual meeting to be held over the Internet. We are again holding the Annual Meeting as a virtual meeting this year to ensure the health and safety of our stockholders, Board and management and also because we believe that the virtual meeting platform offers expanded access to stockholders who may otherwise not attend in person. As a technology-enabled organization, a virtual meeting aligns with our commitment to innovation and our role as a provider of online education.

Whether you are a shareholder of record or hold your shares in “street name,” you may participate in and vote online at the Annual Meeting by visiting www.virtualshareholdermeeting.com/APEI2021 and using the 16-digit control number included on your Notice, on your proxy card, or on the instructions that accompanied your proxy materials to enter the Annual Meeting.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong internet or Wi-Fi connection wherever they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to dial-in to the conference call or log in and ensure that they can hear audio prior to the start of the Annual Meeting.

If you have questions regarding how to attend and participate in the Annual Meeting, or encounter any technical difficulties with the virtual meeting platform on the meeting day, please call 844-986-0822 (Toll Free) or 303-562-9302 (International Toll). Technical support will be available starting at 7:45 a.m. EDT on May 21, 2021.

If you wish to submit a question, you may do so in a few ways. If you want to submit a question before the meeting, then beginning April 9, 2021 and until 11:59 p.m. EDT on May 20, 2021, you may log into www.proxyvote.com and enter your 16-digit control number. Once past the login screen, click on “Question for Management,” type in your question or comment, and click “Submit.” Alternatively, if you want to submit your question or make a comment during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/APEI2021, type your question into the “Ask a Question” field, and click “Submit”. Any emailed questions or comments will need to include your 16-digit control number in order to be addressed at the meeting.

Questions and comments submitted via the virtual meeting platform that are pertinent to meeting matters will be addressed during the meeting. Consistent with our approach when the annual meetings were held in person, questions or comments that are not related to the proposals under discussion, are about personal concerns not shared by stockholders generally, or use blatantly offensive language may be ruled out of order. In the unlikely event that the volume of questions increases to the point that time constraints prohibits APEI from answering all pertinent questions, the remaining pertinent questions will be answered on our Investor Relations site.

A webcast of the 2021 Annual Meeting will be archived and accessible through May 20, 2022.

Voting at the Annual Meeting

Stockholders will be entitled to vote at the Annual Meeting on the basis of each share held of record at the close of business on the Record Date.

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If on the Record Date you hold shares of our common stock that are represented by stock certificates or registered directly in your name with our transfer agent, American Stock Transfer & Trust Company (“AST”), you are considered the stockholder of record with respect to those shares, and AST is sending these proxy materials directly to you on our behalf. As a stockholder of record, you may vote in persononline at the meeting or by proxy.proxy via Internet, mail, or telephone. Whether or not you plan to attend the Annual Meeting in person,online, you may vote over the Internet by following the instructions in the Notice. If you request printed copies of the proxy materials by mail, you may also vote by submitting your vote by telephone or by signing and submitting your proxy card or by submitting your vote by telephone.card. Whether or not you plan to attend the Annual Meeting, we urge you to vote by way of the Internet, by telephone, or by filling out and returning the proxy card you will receive upon request of printed materials. If you submit a proxy but do not give voting instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of the Board stated in this Proxy Statement.

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by (1) delivering a written notice of revocation addressed to American Public Education, Inc., Attn: Corporate Secretary, 111 W. Congress Street, Charles Town, West Virginia 25414, (2) submitting a duly executed proxy bearing a later date, (3) voting again by Internet or by telephone, or (4) attending the Annual Meeting and voting in person.online. Your last vote or proxy will be the vote or proxy that is counted. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you vote or specifically so request.

If on the Record Date you hold shares of our common stock in an account with a brokerage firm, bank, or other nominee, then you are a beneficial owner of the shares and hold such shares in street name, and these proxy materials will be forwarded to you by that organization.organization or person. As a beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote the shares held in theirits account, and the nominee has enclosed or provided voting instructions for you to use in directing it how to vote your shares. The nominee that holds your shares, however, is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares in persononline at the Annual Meeting unless you bringuse your 16-digit control number to enter the Annual Meeting a letter from your broker, bank or other nominee confirming your beneficial ownership of the shares.meeting.

Whether or not you plan to attend the Annual Meeting, we urge you to vote by following the voting instructions provided to you to ensure that your vote is counted.counted should you later decide not to attend the Annual Meeting.

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If you are a beneficial owner and do not vote, and your broker, bank or other nominee does not have discretionary power to vote your shares, your unvoted shares may constitute “broker non-votes.” Unvoted shares that constitute broker non-votes will be counted for the purpose of establishing a quorum at the Annual Meeting. Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. If you receive more than one Notice, it is because your shares are registered in more than one name or are registered in different accounts. Please follow the instructions on each Notice received to ensure that all of your shares are voted.

A list of stockholders of record as of the Record Date will be available for inspection during ordinary business hours at our offices located at 111 W. Congress Street, Charles Town, West Virginia 25414, from May 22, 201810, 2021 to the date of our Annual Meeting. TheStockholders may contact our Corporate Secretary and arrangements will be made to review the records in person. During the Annual Meeting, the list of stockholders will also be available for inspectionexamination at the Annual Meeting.www.virtualshareholdermeeting.com/APEI2021.

Quorum Requirement for the Annual Meeting

The presence at the Annual Meeting, whether in persononline or by valid proxy, of the persons holding a majority of shares of common stock outstanding on the Record Date will constitute a quorum, permitting us to conduct our business at the Annual Meeting. On the Record Date, there were 16,399,19918,671,101 shares of common stock outstanding, held by 496445 stockholders of record. Abstentions (i.e., if you or your broker mark “ABSTAIN”

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on a proxy) and “broker non-votes” will be considered to be shares present at the meeting for purposes of a quorum.

Broker Non-Votes

Broker non-votes occur when shares held by a broker for a beneficial owner are not voted with respect to a particular proposal and generally occur because the broker (1) does not receive voting instructions from the beneficial owner and (2) lacks discretionary authority to vote the shares. Brokers and other nominees have discretionary authority to vote on routine matters, such as the ratification of an independent public accounting firm, for clients who have not provided voting instructions. However, without voting instructions from their clients, they cannot vote on “non-routine” proposals, including the election of directors, approval of amendments to stock plans, and matters related to executive compensation.

Required Votes

Election of Directors.Directors. Each director will be elected by the vote of the majority of the votes cast with respect to that director’s election. For purposes of electing directors, a majority of the votes cast means that the number of shares voted “FOR” a director’s election exceeds the number of the votes cast against that director’s election. Abstentions and broker non-votes are not taken into account in determining the outcome of the election of directors.

AdvisoryThe advisory vote on executive compensation.compensation and the ratification of our independent public accounting firm. The advisory vote on compensation of our named executive officers requiresand the approval of the proposal to ratify the Audit Committee’s appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2021 each require the affirmative vote of the holders of at least a majority of the shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote. Broker non-votes are not taken into account in determining the outcome of this proposal,these proposals, and abstentions will have the effect of a vote against this proposal.each of these proposals.

Solicitation of Proxies

We will bear the cost of solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our outstanding common stock. We have retained Georgeson LLC to assist in the distribution of proxy materials and the solicitation of proxies from brokerage firms, fiduciaries, custodians, and other similar organizations representing beneficial owners of shares for the Annual Meeting. We have agreed to pay Georgeson a fee of approximately $11,000 plus out-of-pocket expenses. We may solicit proxies by mail, personal interview, telephone, or via the Internet through our officers, directors and other management employees, who will receive no additional compensation for their services.

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agreement, related person transaction, our Nominating and Corporate Governance Committee shall considerconsiders the facts and circumstances available and deemed relevant to the Nominating and Corporate Governance Committee, including, but not limited to the risks, costs and benefits to us, the terms of the transaction, the availability of other sources for comparable services or products, and, if applicable, the impact on a director’s independence. Our Nominating and Corporate Governance Committee shall approveapproves only those agreements that, in light of known circumstances, are in, or are not inconsistent with, our best interests, as our Nominating and Corporate Governance Committee determines in the good faith exercise of its discretion. Under the policy, if we should discover related person transactions that have not been approved, the Nominating and Corporate Governance Committee will be notified and will determine the appropriate action, including ratification, rescission, or amendment of the transaction.

Related Person Transactions

There werehave been no related person transactions in 2017.since the beginning of 2020 and there are no currently proposed related person transactions.

Stock Ownership Guidelines

To further align the interestinterests of our executive officers and directors with the interests of our stockholders, and after evaluation of best practices and consultation by the CompensationMDC Committee with Willis Towers Watson Public Limited Company (“Willis Towers Watson”), its independent consultant, the Board has implemented stock ownership guidelines applicable to our executive officers and directors. Each executive officer is expected to hold shares of common stock with an aggregate value greater than or equal to a multiple of the executive officer’s base salary as set forth below:

Each of the Company’sour non-employee directors is expected to hold shares of common stock with an aggregate value greater than or equal to at least three times the amount of the annual retainer paid to non-employee directors for service on the Board, excluding additional committee retainers, if any.

Under the stock ownership guidelines, common stock held directly, including shares of common stock held in a separate brokerage account or in a 401(k) account, and common stock held indirectly (e.g., by a spouse, minor dependent, or a trust for the benefit of the executive or director, or the executive’s or director’s spouse or minor dependent), count toward satisfaction of the levels set forth in the guidelines. For purposes of the guidelines, the “value” of the common stock is based on the closing price of the common stock on the day on which a determination under the guidelines is being made. The determination of compliance with the guidelines is measured annually on the last business day of each year.

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Our executives and non-employee directors are expected to comply with these guidelines within five years of the date the person first became an executive or non-employee director, as applicable. If an executive officer has not achieved the stock ownership level as outlined above by that date, the executive officer will be required to retain 50% of the net shares of common stock acquired pursuant to equity awards made after the adoption of the guidelines until such levels are achieved. “Net shares” are those shares that remain after shares are sold or withheld to pay withholding taxes and/or the exercise price of stock options, (if applicable).if applicable. As of December 31, 2020, all of our executive officers and non-employee directors were in compliance with the stock ownership guidelines to the extent required.

Restrictions on “Hedging”

We have adopted a policy prohibiting our directors, officers, and employees from engaging in short sales, transactions in derivative securities (including put and call options), or other forms of hedging and monetization transactions, such as zero-cost collars, equity swaps, exchange funds, and forward sale contracts, that allow the holder to limit or eliminate the risk of a decrease in the value of our securities. We have adopted this policy in order to align the interests and objectives of individuals subject to the policy with those of our stockholders.

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Restrictions on “Pledging”

We have adopted a policy prohibiting our directors and officers from holding our securities in margin accounts, pledging our securities as collateral or maintaining an automatic rebalance feature in savings plans, deferred compensation or deferred fee plans. This prohibition is to avoid sales of our securities on behalf of an individual related to margin calls, loan defaults, and automatic rebalances, which may occur when the individual has material nonpublic information regarding the Company.

Board IndependenceStockholder Engagement

We believe that stockholder engagement is an important corporate governance practice. Regular dialogue with stockholders strengthens our relationship with the financial community and Leadership Structure

The Board believes,helps stockholders make informed investment decisions, assess our long-term financial performance, and evaluate our business practices. Through our stockholder engagement process, we receive valuable feedback that informs our decisions regarding our strategy, our executive compensation practices, and our Guidelines require,corporate governance practice and policies, which we believe is a critical component to our success.

Our meetings with investors are attended by one or more members of APEI’s management team, including our Chief Executive Officer, our Chief Financial Officer, our Senior Vice President, Chief Strategy and Corporate Development Officer, and our Vice President, Corporate Communications. In 2020, our management team had more than 160 individual engagements with current and prospective investors through a combination of a non-deal roadshow, investor conferences, and one-on-one meetings.

The focus of our 2020 meetings with investors spanned a wide variety of topics, including but not limited to, discussions about:

As part of these meetings, we also shared with investors our approach to corporate governance and executive compensation. We view these engagements as opportunities to learn from our investors and better understand their concerns and expectations.  We expect to increase the number of engagements with investors over time as we grow and as we seek additional feedback from our long-term investors.

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In December 2020, we embarked on an ESG-focused stockholder engagement campaign that began with outreach to our top 25 shareholders, representing approximately 74% of shares outstanding. Stemming from this outreach, our Chief Financial Officer and our Vice President, Communications met with institutional investors representing approximately 23% of shares outstanding, including two of our five largest shareholders, to discuss our progress on ESG-related matters, and additional stockholders representing approximately 6% of our shares outstanding to discuss more general strategic matters. In the ESG-focused meetings, we heard that Board involvement in ESG is increasingly important, that investors expect our website to be a substantial majorityprimary disclosure channel for ESG-related information, and that the investors we met with were pleased with our progress but stressed that continued improvement would be important in light of its members should be independent directors. In addition, the respective chartersemerging standards and increasing investor expectations. We have since taken several actions that were responsive to these views, including formalizing Board oversight of the Audit,ESG in our governance documents and enhancing ESG disclosure on our website, including by making public several of our ESG-related policies. We plan to conduct another ESG-focused investor outreach campaign in 2021.

Corporate Governance Best Practices

We continue to demonstrate a strong commitment to corporate governance and our commitment to best practices:

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Our Commitment to Environmental and Social Quality

We believe that our intrinsic value can be measured by the impact of our activities on the communities that we serve – by our ability to make a difference. We seek to create positive environmental and social impacts that bring value to our students, employees, other stakeholders, and society. And we believe that the Board of Directors and management play a critical role in delivering on these commitments. In March 2021, we formalized the Board’s responsibility to establish and support our commitment to positive environmental and social impacts and to ensure strong governance practices through amendments to the Guidelines and our Nominating and Corporate Governance Committees currently require that each member of such committees be independent directors. Consistent with NASDAQ’s independence criteria, the Board has affirmatively determined that all of our directors are independent, with the exception of Dr. Boston, who is our PresidentCommittee’s charter. Our Nominating and Chief Executive Officer. NASDAQ’s independence criteria includes a series of objective tests, such as that the director is not an employee of the Company and has not engaged in various types of business dealings with us. In addition, as further required by NASDAQ rules, the Board has made a subjective determination as to each independent director that no relationship exists that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board reviewed and discussed information provided by the directors and management with regard to each director’s business and personal activities as they may relate to us and our management.

In accordance with our Guidelines, the independent members of the Board will hold at least two “executive session” meetings each year. If the Chairperson of the Board is not an independent director, an independent chairperson will be selected for each executive session. In general, these meetings are intended to be used as a forum to discuss the annual evaluation of the Chief Executive Officer’s performance, the annual review of the Chief Executive Officer’s plan for management succession and such other topics as the independent directors deem necessary or appropriate.

Our Guidelines specify that the Board shall select its Chairperson based on the Board’s determination of what is then in the best interests of the Company. Historically, the Company has split the positions of the Chairperson of the Board and Chief Executive Officer because we believe that this structure is appropriate given the differences between the two roles in our management structure. Our Chief Executive Officer, among other duties,Corporate Governance Committee is responsible for implementingassisting the strategic direction for the CompanyBoard in overseeing this commitment, including by overseeing our strategy and for the day-to-day leadershipactivities related to corporate social responsibility, sustainability and performanceother ESG matters. The Committee is also tasked with oversight of related risks, review and evaluation of ESG-related strategy, goals, initiatives, policies and practice, and oversight of the Company, while the Chairpersondevelopment and use of the Board, among other responsibilities, provides guidanceESG metrics as well as ESG reporting and disclosure. We also have a management-led Environmental and Social Quality Committee that reports to the Chief Executive Officer, and presides over meetings of the full Board. Currently, Dr. Boston serves as our Chief Executive Officer and MG (Ret) Fast serves as the Chairpersonsupports management’s execution of our ESG efforts and development of our ESG strategy. This committee is comprised of a chairperson (currently, our Senior Vice President, Chief Human Resource Officer) designated by our Chief Executive Officer and members designated by our Chief Executive Officer and executive leadership team.

Additionally, we have implemented, and recently made available on our website:

APUS is a charter signatory of the Board.American College & University Presidents’ Climate Commitment, pursuant to which we committed to work toward carbon neutrality, inventory our emissions, integrate sustainability into our curriculum and make related information publicly available. We have committed to climate neutrality by 2050 and a 20 percent waste reduction by 2030. Our commitment to environmental sustainability is not just a paper commitment. Overall, we estimate that our greenhouse gas emissions were 0.148 metric tons of CO2 equivalent per full-time enrollment (FTE) in 2019. That puts APUS emissions well below the average of 4.9 metric tons among institutions that are members of Second Nature, an organization of universities committed to climate neutrality.

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In addition to creating positive environmental impacts, we believe that our Company should have a positive social impact. We were built on the belief that quality education should be accessible to all, not reserved for the few. We strive for inclusiveness in our classrooms - our goal is to build bridges, not tear them down. Informed debate focused on finding solutions is incorporated into the heart of our curriculum. For example, in our criminal justice programs, we teach de-escalation to help police officers be more effective in the communities they serve. We also believe in making a difference in the communities in which we live and work. Our many volunteer and community service projects often emerge organically from the ideas and passions of our students. In 2020, through our network of 70-plus student organizations with more than 74,000 members, APUS students, graduates, faculty and staff took part in more than 1,300 activities supporting environmental and social causes.

1. Located in Charles Town, West Virginia.

2. Calculated by Sundowner Sustainability Consultants LLC as of December 31, 2019. Analysis of 2020 is currently underway.

3. Universal waste as defined by Resource Conservation and Recovery.

Our Commitment to Our People

Our ability to deliver on our corporate mission and our enterprise transformation is tightly aligned with our human capital strategy. Our MDC Committee is tasked with overseeing our human capital efforts and alignment, including with respect to recruitment, development, and retention. In March 2021, our Board amended our MDC Committee Charter to clarify its oversight responsibilities relating to human capital, including by adding express responsibility for oversight of human capital measures and objectives and human capital efforts related to diversity, inclusion and corporate culture.

We believe the workplace and institutions of higher education are greatly enhanced by diversity. We have committed to recruitment and consideration of diverse nominees, including women and minorities, and our Board nominees are 67% diverse from a racial, gender or ethnic standpoint. We further defined our commitment in March 2021 by updating the Guidelines to clarify that the existing requirement of consideration of diversity includes diversity of viewpoints, experience, race, ethnicity, and gender, as well as age and background. As of December 31, 2020, approximately 65% of our faculty and staff at APEI and APUS

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were female, and 19% self-identified as ethnically diverse. We are committed to attracting additional underrepresented minorities to join our ranks. In 2020, APUS formed an Equity, Diversity, and Inclusion (“ED&I”) task force sponsored by the President and Provost of APUS that is dedicated to creating a more intentional ED&I strategy, including long term plans and working to address immediate priorities.

We are also committed to the health and well-being of our employees. In March 2020, in response to the COVID-19 pandemic, we implemented our business continuity plan, and employees at HCN began operating in a blended model with online delivery of courses and limited in-person interaction and substantially all of our APEI and APUS employees transitioned to a remote workforce, using digital platforms and virtual collaboration tools to communicate with one another and our institutions’ students. Since then, we have cautiously allowed certain employees to return to an office work setting, following Centers for Disease Control and Prevention and local guidelines and regulations. In addition, we continue to prioritize a safe workplace, with no reported workplace injuries, arrests, assaults, fatalities, or known occupation diseases in 2020.

Board’s Role in Risk Oversight

Our management is responsible for managing risks in our business, including by developing processes to monitor and control risks. The Board views its role as one of oversight and of responsibility for setting a tone that risk management should be properly integrated with our strategy and culture. The Board focuses on understanding management’s risk management processes, the effectiveness of those processes, and the way in which management proactively manages risks. The Board regularly meets with our management, particularly our Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, and our General Counsel, to receive updates on how management is assessing and managing risk in particular functional areas of our business.business, as well as monitors risks that have been delegated to its committees. The Board and its committees also request and receive regular reports from management on particular areas of risk, such as cybersecurity or threats to technology infrastructure.

The Board’s committees assist the Board is assisted in carrying out its oversight of risks, by the Committees. In this regard,and each of the committee charters of the Board’s committees specifically address issues of risk. At the request of the full Board, from time to time the Nominating and Corporate Governance Committee may discuss

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or examine in more depth specific risk areas and request presentations and information from management for that purpose. Pursuant to the Guidelines, the Board is expected to specifically consider risks that relate to our reputation and the general industry in which we operate, including with respect to privacy, information technology and cybersecurity, and threats to technology infrastructure. The Nominating and Corporate Governance Committee considers and makes recommendations on how the Board is approaching its role of risk oversight. The Nominating and Corporate Governance Committee also has responsibility for oversight of ESG-related risks. The Audit Committee reviews and assesses the qualitative aspects of financial reporting and our processes to manage financial and financial reporting risk. The Audit Committee regularly reports its findings to the Board.

While the Audit Committee and the Nominating and Corporate Governance Committee and the Audit Committee have primary responsibility for assisting the Board with its risk oversight responsibilities, the CompensationMDC Committee also assists the Board with risk oversight. The MDC Committee is responsible for the oversight of our human capital policies, programs, initiatives, and strategies, including with respect to employee engagement, diversity and inclusion, culture, employee retention, training, and talent development. When establishing executive compensation and director compensation and in its role in implementing incentive compensation plans, the CompensationMDC Committee considers whether compensation practices properly take into account an appropriate risk-reward relationship or encourage unnecessary and excessive risks that threaten the value of the Company. The BoardMDC Committee has concluded that the Company’sour compensation policies and practices are not reasonably likely to have a material adverse effect on the Company; this conclusion has been confirmed by the Compensation Committee.Board.

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The performance, reliability, and security of the networks and technology infrastructure we use or rely on is critical to our operations, our institutions’ reputation, and our ability to attract and retain students. The Board regularly reviews our cybersecurity and other information technology risks, controls, and procedures, including plans to mitigate such risks and respond to any cyber incidents. The Board receives regular reports from our Chief Technology Officer on these and related topics, including management’s approach to cybersecurity and potential investments in additional cybersecurity capabilities. In 2020, the Board oversaw efforts to mature cybersecurity processes, grow and strengthen our cybersecurity organization, and increase measures for detection and prevention of threats, including as a result of remote working due to COVID-19.

The following table highlights the roles of the Board and each committee in risk oversight:

The Board
●    Assesses management’s risk management processes, the effectiveness of those processes, and the way in which management proactively manages risks.
●    Receives and reviews regular reports provided by management, and monitors risks that have been delegated to its three standing committees.
●    Considers risks that relate to the reputation of our Company and the general industry in which we operate, including with respect to privacy, information technology and cybersecurity, and threats to technology infrastructure.
Nominating and Corporate Governance Committee	Audit Committee	Management Development & Compensation Committee
●    Assists the Board in overseeing management’s development and application of approach for the assessment and management of strategic, operational, regulatory, information, external and other significant risks. ●    Assists the Board in overseeing strategy and activities related to corporate social responsibility, sustainability, and other ESG matters.  ●    Periodically communicates with the other committees of the Board with regard to their current risk oversight activities.	●    Discusses our major financial and other financial reporting risk exposures.  ●    Discusses the steps management has taken to monitor and control such exposures, including our risk assessment and risk management policies.  ●    Receives and reviews the annual report from management regarding the manner in which we are assessing and managing our exposure to financial and other financial reporting risks.	●    Considers whether our compensation policies and practices properly take into account an appropriate risk-reward relationship or encourage unnecessary and excessive risks.  ●    Oversees human capital management efforts and alignment, including any related risks.

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COMPOSITION AND MEETINGS OF THE BOARD AND ITS COMMITTEES

The following table details certain basic information on our directors, the composition of the Board and its standing committees, and the number of meetings held during the year ended December 31, 2020:

Director	Age	Director Since	Committee Memberships
			AUD	MDC	NCG
Eric C. Andersen, Independent (1)  Partner, PeakEquity	59	2012		X
Granetta B. Blevins, Independent  Independent Consultant	62	2020	X(2)		X
Barbara G. Fast*, Independent  President and Chief Executive Officer, BGF Enterprises LLC	67	2009		X	X
Jean C. Halle, Independent  Independent Consultant	62	2006	C(2)
Barbara L. Kurshan, Independent  Senior Fellow and Innovation Advisor, University of Pennsylvania, Graduate School of Education	72	2014	X	X
Timothy J. Landon, Independent  Partner, Ergo Ventures & Advisors, LLC	58	2009	X		C
Daniel S. Pianko, Independent  Co-Founder and Managing Director, University Ventures	44	2020			X
William G. Robinson, Jr., Independent  President, Broadgate Human Capital, LLC	56	2019		C	X
Angela K. Selden  President and Chief Executive Officer of the Company	55	2019
2020 Meetings	Board:	23	5	12	5

* MG (Ret) Fast will retire from the Board upon the expiration of her term at the 2021 Annual Meeting. 

AUD	Audit Committee	(1)       Chairperson of the Board
NCG	Nominating and Corporate Governance Committee	(2)       Audit Committee Financial Expert
MDC	Management Development & Compensation Committee
C	Committee Chair
X	Committee Member

Board Independence and Leadership Structure

The Board believes, and the Guidelines require, that a substantial majority of its members should be independent directors. In addition, the respective charters of the Audit, MDC, and Nominating and Corporate Governance Committees currently require that each member of such committees be independent directors. Consistent with Nasdaq’s independence criteria, the Board has affirmatively determined that all of our directors are independent, with the exception of Ms. Selden, who is our President and Chief Executive Officer. Nasdaq’s independence criteria includes a series of objective tests, such as that the director is not an employee of the Company and has not engaged in various types

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of business dealings with us. In addition, as further required by Nasdaq rules, the Board has made a subjective determination as to each independent director that no relationship exists that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board reviewed and discussed any information provided by the directors and management with regard to each director’s business and personal activities that may relate to us and our management.

In accordance with the Guidelines, the independent members of the Board holds at least two “executive session” meetings each year. If the Chairperson of the Board were not an independent director, an independent chairperson would be selected for each executive session. These meetings serve as a forum to discuss the annual evaluation of the Chief Executive Officer’s performance, the annual review of the Chief Executive Officer’s plan for management succession, and such other topics as the independent directors deem necessary or appropriate.

The Guidelines specify that the Board shall select its Chairperson based on the Board’s determination of what is then in our best interests. Historically, we have split the positions of the Chairperson of the Board and Chief Executive Officer because we believe that this structure is appropriate given the differences between the two roles in our management structure. Our Chief Executive Officer, among other duties, is responsible for implementing the strategic direction for the Company and for the day-to-day leadership and performance of the Company, while the Chairperson of the Board, among other responsibilities, provides guidance to the Chief Executive Officer and presides over meetings of the full Board. Currently, Ms. Selden serves as our Chief Executive Officer and Mr. Andersen serves as the Chairperson of the Board.

The Board of Directors and its Committees

Information concerning the Board and its three standing committees is set forth below. Each Board committee currently consists only of directors who are not employees of the Company and who are “independent” as defined in NASDAQ’sNasdaq’s rules.

The Board and its committees meet regularly throughout the year, and also hold special meetings and act by written consent from time to time. The Board held a total of five23 meetings during the fiscal year ended December 31, 2017.2020. During this time, all of our current directors attended at least 75% of the aggregate number of meetings held by the Board and all committees of the Board on which such director served (during the period that such director served). The Board does not have a formal policy with respect to Board member attendance at annual meetings of stockholders.stockholders, but all members of the Board are encouraged to attend. Our 20172020 Annual Meeting of Stockholders was attended by all seven of our directors who were then serving.

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BOARD COMMITTEES AND THEIR FUNCTIONS

The Board has three standing committees: the Audit Committee; the CompensationMDC Committee; and the Nominating and Corporate Governance Committee. The charters for the Audit, CompensationMDC, and Nominating and Corporate Governance Committees can be accessed electronically on the Committees page“Governance — Governance & Ethics Documents” section of our corporate website, which iswww.americanpubliceducation.comwww.apei.com. The information on our corporate website is not incorporated by reference into this Proxy Statement.

The Board conducts, and the Nominating and Corporate Governance Committee oversees, an annual evaluation of the Board’s operations and performance in order to enhance its effectiveness. Recommendations resulting from this evaluation are made by the Nominating and Corporate Governance Committee to the full Board for its consideration. Each committee also conducts an annual evaluation of its own performance.performance and charter, and makes recommendations as necessary to either management, the Nominating and Corporate Governance Committee, or the full Board, as applicable, as a result of these evaluations.

The following table describes which directors serve on each of the Board’s standing committees and the number of committee meetings held during the year ended December 31, 2017:

Name

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Eric C. Andersen

X

X

Wallace E. Boston, Jr.

Barbara G. Fast(2)

X

(1)

X

Jean C. Halle

X

(1)

Barbara L. Kurshan

X

X

Timothy J. Landon

X

X

(1)

William G. Robinson, Jr.

X

X

2017 Meetings:

8

7

4

(1)19

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Audit Committee

The Board has established a separately designated standing Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934.Act. The Audit Committee is responsible, among its other duties and responsibilities, for overseeing our accounting and financial reporting processes, the audits of our financial statements, the qualifications of our independent registered public accounting firm, and the performance of our internal audit function and our independent registered public accounting firm. The Audit Committee reviews and assesses the qualitative aspects of our financial reporting, our processes to manage financial reporting risk, and our compliance with significant applicable legal, ethical and regulatory requirements. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm.

The members of our Audit Committee are Ms. Halle, who serves as chair of the Committee, Ms. Blevins, Dr. Kurshan, and Mr. Andersen, Mr. Landon, and Dr. Kurshan.Landon. Each member of the Audit Committee is able to read and understand fundamental financial statements, including our balance sheet, statement of operations, statement of stockholders’ equity, and statement of cash flows.

The Board has determined that each of Ms. Halle and Mr. Andersen are eachMs. Blevins is an “Audit Committee financial expert,” as that term is defined under the SEC rules implementing Section 407 of the Sarbanes-Oxley Act of 2002. The Board has determined that each member of our Audit Committee is independent under NASDAQ’sNasdaq’s listing standards and each member of our Audit Committee is independent pursuant to Rule 10A-3 of the Securities Exchange Act of 1934.Act. 

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Management Development & Compensation Committee

The CompensationMDC Committee is responsible, among its other duties and responsibilities, for establishing the compensation and benefits of our Chief Executive Officer and other executive officers, monitoring compensation arrangements applicable to our Chief Executive Officer and other executive officers in light of their performance, effectiveness, and other relevant considerations, and administering our equity incentive plans. In addition, the MDC Committee is responsible for succession planning for our Chief Executive Officer and other key executive officers and for overseeing our human capital management efforts, including with respect to recruitment, development, and retention. Pursuant to our Bylaws, the CompensationMDC Committee may create one or more subcommittees, each subcommittee to consist of one or more members of the CompensationMDC Committee, and may delegate any or all of its powers and authority to those subcommittees.

The members of our CompensationMDC Committee are MG (Ret) Fast,Mr. Robinson, who serves as chair of the Committee, Mr. Andersen, MG (Ret) Fast, and Mr. Robinson.Dr. Kurshan. The Board has determined that each member of our CompensationMDC Committee meets NASDAQ’sNasdaq’s independence requirements for approval of the compensation of our Chief Executive Officer and other executive officers.

The CompensationMDC Committee has the sole authority to retain and terminate any compensation consultant to assist in evaluating executive officer compensation. In 2017,2020, the CompensationMDC Committee retained Willis Towers Watson directly as an outside compensation consultant to assist in evaluating our compensation programs, as it has since 2007. The CompensationMDC Committee assessed Willis Towers Watson’s independence, considering all relevant factors, including those set forth in NASDAQNasdaq rules. In connection with this assessment, the Committee considered Willis Towers Watson’s work and determined that it raised no conflicts of interest. Willis Towers Watson does no work for the Company other than work that is authorized by the CompensationMDC Committee or its chairperson. The Compensation Committee used information provided to it by Willis Towers Watson in connection with making 20172020 compensation determinations. Willis Towers Watson also advised the CompensationMDC Committee on the use of a peer group and applicable survey data for comparative purposes. The consultant’s role in recommending the amount or form of executive compensation paid to the Company’sour named executive officers during 20172020 is described in the “Compensation Discussion and Analysis — Compensation Program Philosophy and Objectives — Competitive Compensation and Peer Group Review”—Competitive Compensation” section below.on page 38.

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The CompensationMDC Committee considers the results of the annual advisory vote on the compensation of our named executive officers. See “Proposal No. 2” belowon page 73 to review this year’s proposal. In 2017,2020, approximately 98%96% of the stockholder votes cast on this proposal were voted in favor of our executive compensation proposal.

The CompensationMDC Committee works closely with our Chief Executive Officer Dr. Boston, on compensation decisions and has delegated certain aspects of the annual incentive plans for the other executive officers, including the named executive officers, to Dr. Boston.our Chief Executive Officer. For a discussion of Dr. Boston’sthe role of our Chief Executive Officer in determining or recommending the executive compensation paid to the Company’sour named executive officers during 2017,2020, see the “Compensation Discussion and Analysis — Other Compensation Policies and Practices — Role of Executives in Executive Compensation Decisions” section below.on page 55. None of our other executive officers participates in any deliberations related to the setting of executive compensation.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for recommending candidates for election to the Board. The Committee is also responsible, among its other duties and responsibilities, for making recommendations to the Board or otherwise acting with respect to corporate governance policies and practices, including board size and membership qualifications, recommendations with respect to director resignations tendered in the event a director fails to achieve a majority of votes cast in favor of his or her election, new director orientation, committee structure and membership, succession planning for our Chief Executive Officer and other key executive officers,policies and practices regarding communications with stockholders. In addition, the Nominating and Corporate Governance Committee assists the Board in understanding and overseeing management’s processes for the assessment and management of non-financial risks of the Company and the steps that management has taken to monitor and control exposure to such risks. The members of our Nominating and Corporate Governance Committee are Mr. Landon, who serves as chair of the Committee, Ms. Blevins, MG (Ret) Fast, Dr. KurshanMr. Pianko, and Mr. Robinson. The Board has determined that each

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member of our Nominating and Corporate Governance Committee meets NASDAQ’sNasdaq’s independence requirements for directors that make director nominations.

Ad Hoc and Subsidiary Committees

From time to time, the Board may create ad hoc committees for specific purposes. In 2017,2018, the Board created a temporary new committee of the Board called the Operations Committee.Transaction Review Committee, which continued its work in 2019 and 2020. The Operations Committee was formed when Dr. Boston, the Company’s President and Chief Executive Officer took over the position of Interim President of our subsidiary, American Public University System, in light of the transition and given the increased workload for Dr. Boston. The OperationsTransaction Review Committee was tasked with providing the Board with additional oversight, on a regular basis, of the Company’sour strategic and diversification efforts, talent managementefforts. MG (Ret) Fast, Mr. Andersen, Ms. Halle and other personnel matters, and other areasMr. Pianko were the only members of the Company’s operations.Committee during 2020.

Members of the Board may also be asked to serve in a committee role that involves service as a representative of the Board on the board of one of our wholly owned subsidiaries. In 2020, Mr. Robinson was the only member of the Operations Committee during 2017. The Operations Committee met 12 times during the course of 2017.and Dr. Kurshan served in this role for APUS and MG (Ret) Fast served in this role for HCN.

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recommendation, and publicly disclose (by a press release and filing an appropriate disclosure with the SEC) its decision regarding the resignation and, if such resignation is rejected, the rationale behind the decision, within 90 days following certification of the election results. The Committee in making its recommendation and the Board in making its decision each may consider any factors and other information that it considers appropriate and relevant.

Additional information regarding requirements for stockholder nominations for next year’s annual meeting is described in this Proxy Statement in the section titled “General Matters — Stockholder Proposals and Nominations” below.on page 81.

Contacting the Board of Directors

Stockholders wishing to communicate with the Board may do so by writing to the Board, the Chairperson of the Board, or the non-employee members of the Board as a group, at:

American Public Education, Inc.

111 W. Congress Street

Charles Town, West Virginia 25414

Attn: Corporate Secretary

Complaints or concerns relating to our accounting, internal accounting controls or auditing matters will be referred to members of the Audit Committee. Other correspondence will be referred to the relevant individual or group. All correspondence is required to prominently display the legend “Board Communication” in order to indicate to the Corporate Secretary that it is a communication subject to our policy and will be received and processed by the Corporate Secretary’s office. Each communication received by the Corporate Secretary will be copied for our files and in most cases will be promptly forwarded to the addressee. The Board has requested that certain items not related to the Board’s duties and responsibilities be excluded from the communications so forwarded under the policy. In addition, the Corporate Secretary is not required to forward any communication that the Corporate Secretary, in good faith, determines to be frivolous, unduly hostile, threatening, illegal or similarly unsuitable. However, the Corporate Secretary will maintain a list of each communication subject to this policy that is not forwarded and, on a quarterly basis, will deliver the list to the Chairperson of the Board. In addition, each communication subject to this policy that is not forwarded because it was determined by the Corporate Secretary to be frivolous shall nevertheless be retained in our files and made available at the request of any member of the Board to whom such communication was addressed.

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The name of

Information for each nominee for director, theirincluding names, ages as of April 6, 20189, 2021, terms of office, principal occupations, and other information about each nomineebusiness experience is shownset forth below. In addition, the biographies offor each of the nominees below containnominee, we have included additional information regarding the experiences, qualifications, attributes, or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the person should serve as a director for the Company.

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Name		Age		Principal Occupation		Director Since
Eric C. Andersen		56		Partner, Peak Equity		2012
Wallace E. Boston, Jr.		63		President and Chief Executive Officer of the Company		2004
Barbara G. Fast		64		President and Chief Executive Officer, BGF Enterprises LLC		2009
Jean C. Halle		59		Independent Consultant		2006
Barbara L. Kurshan		69		Senior Fellow and Innovation Advisor, University of Pennsylvania, Graduate School of Education		2014
Timothy J. Landon		55		Chief Executive Officer, Aggrego, LLC		2009
William G. Robinson, Jr.		53		Independent Consultant		2016

Eric C. Andersen has served on the Board since June 2012. Mr. Andersen also serves on the board of NWHW Holdings, Inc. as the APEI representative. Mr. Andersen is a partner with Peak Equity, a lower middle market private equity firm that specializes in making investments in enterprise software companies. Prior to joining Peak, Mr. Andersen was a partner at Milestone Partners, a private equity firm, from 2011 to 2015. From 2006 to 2011 Mr. Andersen served as a Managing Director of private equity firm Silver Lake Partners, before which he worked in the consulting industry with IBM Business Consulting Services (BCS), serving as Managing Partner, Asia Pacific responsible for IBM’s business solutions and business process outsourcing business across Asia Pacific, and Managing Partner, Distribution Sector responsible for IBM’s consulting business in the pharmaceutical, retail, consumer goods and travel/transportation industries. Before working with IBM, Mr. Andersen was a senior partner at PwC Consulting, where he served in a variety of positions. Mr. Andersen currently serves on the boards of directors of several private companies.

We believe that Mr. Andersen’s qualifications to serve on the Board include his experience as a principal in several private equity firms, as well as his expertise in outsourcing, business processes and international operations.

Dr. Wallace E. Boston, Jr.  joined us in September 2002 as Executive Vice President and Chief Financial Officer of American Public University System (APUS) and since June 2004 has served as President and Chief Executive Officer and a member of the Board of Directors of APEI. Since October 2017, Dr. Boston has also served as Interim President of APUS. Dr. Boston previously served President and Chief Executive Officer of APUS from June 2004 to July 2016. From August 2001 to April 2002, Dr. Boston served as Chief Financial Officer of Sun Healthcare Group. From July 1998 to May 2001, Dr. Boston served as Chief Operating Officer and, later, President of NeighborCare, Inc. From February 1993 to May 1998, Dr. Boston served as Vice President of Finance and later, Senior Vice President of Acquisitions and Development of Manor Healthcare Corporation, now Manor Care, Inc. From November 1985 to December 1992, Dr. Boston served as Chief Financial Officer of Meridian Healthcare.

We believe that Dr. Boston’s qualifications to serve on the Board include his service as our Chief Executive Officer since 2004 and his service as our Chief Financial Officer between 2002 and 2004. Dr. Boston’s leadership has been pivotal to the Company in some of our most significant events, including our accreditation by the Higher Learning Commission in 2006, our 2007 initial public offering, the receipt by American Public University System of the 2009 Ralph E. Gomory Award for Quality Online Education, also known as the Sloan-C Award, our reaccreditation in 2011, and our 2013 acquisition of National Education Seminars, Inc., which we refer to as Hondros College of Nursing.

Major General (Retired) Barbara G. Fast has served on the Board since May 2009, was appointed Vice-Chairperson of the Board in August 2014 and was appointed Chairperson in

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As we help our students prepare to advance their careers, APEI is committed to remaining successfulofficers during a period of growing competition and challengesunprecedented disruption in for-profit education. We continue to focus on driving improvements in our core services — focusing on academic quality, student outcomes,education and the learning experience — not onlywider economy.

2020 Say-on-Pay Vote

We consider the views of our stockholders in designing our executive compensation program and welcome feedback on our executive pay practices. At our 2020 Annual Meeting, more than 96% of the votes cast by our stockholders on our annual advisory vote on the compensation of our NEOs were in favor of this proposal. We believe that this level of support for this proposal affirms our approach to potentially reach more students and improve our business results, but also to enroll students with greater college readiness on average and help them achieve success. Strong and motivated leadership is and will be critical to achieving our goals.executive compensation. See page 73 for this year’s say-on-pay proposal.

2017

2020 Compensation Mix

The tablecharts below showsshow the breakdown of the components of Dr. Boston’sMs. Selden’s target compensation opportunity for 2017.2020 as well as the average target compensation for our other NEOs serving at the beginning of the year, other than Dr. Boston. As discussed in the overview section below, the breakdown of Dr. Boston’s target compensation opportunity reflects our focus on variable compensation tied to performance, with Dr. Boston’sour CEO’s fixed base salary representing only 28%23% of hisher total target compensation opportunity, with annual and long-term incentives tied to ourfinancial, enrollment, individual, and equity performance representing the remainder.

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CEO Target Compensation*

Other NEO Target Compensation*

 

*Pay mix totals exclude signing bonus amounts, as described in the “Summary Compensation Table” below.

COMPENSATION PROGRAM OVERVIEW  

Compensation Program Philosophy and Objectives

Our compensation programs for our NEOs are designed to attract, incentivize, retain, and reward the talent that we need to maintain and strengthen our position in higher education and to achieve our business objectives.objectives, as well as to hold our executives accountable for our actual business performance.

Elements of our Compensation Program Philosophy
Variable Cash Compensation		We believe in using variable cash compensation to motivate and reward performance for our NEOs.
Focus on Corporate Goals		We strive to provide compensation that is directly related to the achievement of our corporate goals, which we measure through financial earnings per share, enrollment, individual management objectives, and free cash flowadjusted EBITDA and revenue goals.
Carefully Monitor External Market Practices		We monitor market practices so that our programs reflect the realities of the competitive market to ensure we are paying for performance. At the same time, we must also ensure we can attract the top talent necessary to drive results through our diversified business strategy.

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Executive Compensation Best Practices

Highlighted below are certain executive compensation practices that we employ in order to align executive compensation with stockholder interests. Also listed below are certain compensation practices that we do not employ because we do not believe they would serve our stockholders’ long-term interests.

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50th			The CompensationMDC Committee’s general intent is to setthat each NEO’s base salary, neartarget total cash compensation (base salary plus annual cash incentives at the50th target performance level), and total direct compensation (which also includes equity awards) should be set to be competitive with the 50th percentile of the survey data received from the CompensationCommittee’s independent consultant, with appropriate adjustments to reflect the specific situation of each NEO, including how their roles may differ from those at other companies.
50th	The MDC Committee’s intent is generally to set each NEO’s base salary to be competitive with the 50th percentile of the survey data received from the Committee’s independent consultant.

Our executive compensation policies are designed to assist us in attracting and retaining qualified executives by providing competitive levels of compensation that are consistent with the executives’ alternatives within the for-profit education industry and the broader market for executive talent. It is the Compensation Committee’s general intent that each NEO’s base salary should be set within a competitive range of the 50^th percentile of the survey data received from the Committee’s independent consultant, with appropriate adjustments to reflect the specific situation of each NEO, including howtheir roles may differ from those at other companies. The Committee believes that the 50^th percentile for base salary is appropriate to remain competitive with the companies with which the Company competes for executive talent. Consistent with the approach to base salary, the Compensation Committee believes that target annual incentives should be structured so that target total cash compensation (base salary plus annual incentives) approximates the 50^th percentile of the survey data for achievement of target performance goals under the annual incentive plan. Each NEO has the opportunity to receive a stretch payment for superior performance if stretch performance goals are achieved under the plan. Conversely, the possibility for below target payment or no payment at all exists for below target or below threshold performance if performance goals are not achieved. The Compensation Committee believes that these opportunities for base salary and target annual incentive pay are in line with competitive market levels and are appropriate if our NEOs achieve the targeted level of performance.

Assessing Competitive Practice

For 2017,2020, the CompensationMDC Committee continued its prior engagement of Willis Towers Watson as an independent consultant to the Committee. Willis Towers Watson provided information on competitive levels of compensation that was used byCommittee, including to assist the Committee in determining 2017 compensation, including information onwith a competitive assessment of base salary, annual incentives, long-term equity awardsincentive and total direct compensation.

As part For the Committee’s assessment of the analysis of APEI’sits compensation program, Willis Towers Watson providedprovides comparative data that includes survey data for each of the NEOs and data from the following published surveys as a primary source: the2016 Willis Towers Watson CDB General Industry Survey Report; the2016 Willis Towers Watson Data Services Top Management Survey; and the2015 – 2016 College and University Professionals Association for Human Resources Administrators in Higher Education Salary Survey. Because of the variance in size among the companies included in the databases for the published surveys, Willis Towers Watson informed the Compensation Committee that, to the extent possible, it had assessed the published survey data in the context of APEI’s projected fiscal year 2017 revenue, as revenue responsibility is typically one of the most reliable predictors of executive pay.

In addition to published survey data, Willis Towers Watson also examined publicly filed proxy statements of select industry-specific peers.

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Assessing Competitive Practice

The Compensation Committee also reviewed, with the guidance and input of Willis Towers Watson, a group of publicly traded companies against which we compare compensation, which we refer to as our peer group. The companies in the peer group were originally selected because the Committee considered them to be similar to and competitive with us in the market for executive talent, and because they are in comparable or related businesses (e.g., focus on secondary education and online access). For 2017, the group did not change from what it had been the prior three years, and it consisted of the following companies:

The review of the peer group only included comparative information for Dr. Boston and Mr. Sunderland, as the peer group information either did not identify executives at comparable positions for the other NEOs, or the applicable NEOs were not executive officers at the time that compensation was set for 2017.

The comparative data provided by Willis Towers Watson included survey data for each of the NEOs, and was used in connection with our determinations of base salaries, target annual incentive compensation and equity incentive awards as part of the 2017 compensation setting process, as described below. For those executives for whom both survey data and peer group data are available, the CompensationMDC Committee uses the survey data for its primary comparisons because we believe, consistent with the advice of Willis Towers Watson, that the survey data is more robust and provides a better comparison for the Company than the peer group data. This is in part because peer group data is more limited and typically cannot be size-adjusted to account for revenue responsibilities. Notwithstanding

Consistent with the advice of Willis Towers Watson, when reviewing compensation for executive positions, the MDC Committee generally considers compensation to be competitive if it falls within the following ranges relative to the 50th percentile of the comparative survey data:

Survey Data and Peer Group

For 2020 compensation decisions, Willis Towers Watson provided data from the following published surveys as a primary source: the 2019 Willis Towers Watson General Industry Executive Compensation U.S. Survey Report and the 2018-2019 College and University Professionals Association for Human Resources Administrators in Higher Education Annual Survey Report. Because of the variance in size among the companies included in the databases for the published surveys, Willis Towers Watson informed the MDC Committee that, to the extent possible, it had assessed the published survey data in the context of APEI’s and APUS’s projected fiscal year 2020 revenue, as revenue responsibility is typically one of the most reliable predictors of executive pay.

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While the MDC Committee uses survey data as the primary source of comparative information, we believe theour peer group is still important as a secondary review of the competitive market for executive talent. Prior to making compensation decisions for 2019, the MDC Committee, with the assistance of Willis Towers Watson, had adopted a new peer group after screening for public companies within the education services, consumer services, commercial and professional services, and software and services industry that were similar in size (revenue, net income, total assets and number of employees), were peers of our peers, and that we had selected or proxy advisory firm Institutional Shareholder Services had identified as our peers. For 2020, the MDC Committee went through the same evaluation process, however the group did not change from what it had been in 2019, and consisted of the following companies:

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The review of our peer group for setting initial 2020 compensation only resulted in comparative information for Ms. Selden and Mr. Sunderland. The analysis indicated that there was insufficient comparable information for the other NEOs, other than with respect to the President of APUS. However, Dr. Boston’s salary had been set separately as discussed below and his successor had not been hired at the time compensation was generally set for 2020. The MDC Committee, however, did take the peer group information into account when assessing the competition package for Dr. Dyke at the time of his appointment.

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 ELEMENTS OF COMPENSATION 

The compensation program for our NEOs is comprised of three elements: base salary; annual incentive cash compensation; and long-term equity incentives.

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TheseThe target and stretch percentages for Ms. Selden, Dr. Dyke, Dr. Boston, Mr. Sunderland, and Dr. Powell reflectedMr. Dyberg reflect the minimum target and stretch percentages set forth in their employment agreements. After considering the survey data information and the individual performance of the executives, the CompensationMDC Committee believed, in its subjective, but informed, judgment, that thesethe percentages for all of thecontinuing NEOs should remain the same for 2017, including, with respect to Mr. Beckett and2020. Ms. Panzarella. Dr. Boston’sSelden’s annual incentive target iswas set at a higher percentage than those of the other NEOs which(other than Dr. Boston), reflecting that she is consistentour President and CEO, and Dr. Dyke’s percentage was set in connection with overall market practice and reflects his roleappointment as President of APUS and CEO.in recognition of the significant importance of that role. Dr. Boston’s annual incentive target was set at a higher percentage because it was the minimum under his employment agreement, which was entered into when he was President and CEO, and in recognition of his long service in that position and the important role he played during the transition to Ms. Selden’s and Dr. Dyke’s leadership. In anticipation of his retirement, Dr. Boston’s employment agreement, described below under “Employment Agreements – Dr. Boston’s Employment Agreement”, provided that his incentive for 2020 would be prorated in the event he terminated his employment during the year.

Overall,

Dr. Dyke’s employment agreement, described below under “Employment Agreements – Dr. Dyke’s Employment Agreement”, provided that his incentive for 2020 would be prorated for the Compensationportion of the year that he was employed and that he would receive no less than $100,000. The MDC Committee believesagreed to provide a guaranteed minimum bonus for Dr. Dyke as part of the overall incentive package to attract him to the Company. The guaranteed minimum was slightly greater than the $96,525 total target opportunity that would be available to Dr. Dyke based on the 55% target incentive set forth in his employment agreement. The MDC Committee agreed to provide a guaranteed minimum bonus for Dr. Dyke as part of the overall incentive package to attract him to the Company.

We believe that the proportion of target annual incentive paycompensation to target total cash compensation (base salary plus target annual incentive pay) for our NEOs should be a relatively high percentage. It is also the Committee’s general intent, as discussed above, that each NEO’s base salary should be set near the 50^th percentile of the survey data received from the Committee’s independent consultant, and that target annual incentives should be structured so that target total cash compensation approximates the 50^th50th percentile of the survey data for achievement of target performance goals under the annual incentive plan.AIP. We believe that positioning atto be competitive with the 50^th50th percentile is appropriate for target total cash compensation because of the high level of performance that we believe is required from our executives in order for the Companyus to achieve our performance targets. We believe the high percentage of compensation tied to incentive paycompensation increases the focus of our NEOs on achieving our performance goals.

We further enhance this focus through a stretch incentive that pays an additional amount to our NEOs for superior performance, which we refer to as the stretch portion of the annual incentive plan. This additional amount, if achieved, provided an opportunity to Dr. Boston of an additional 45% of his base salary (for 135% of base salary in total maximum incentive potential), an opportunity to Mr. Sunderland and Dr. Powell of an additional 30% of each of their respective base salaries (for 80% of base salary in total maximum incentive potential) and an opportunity to Mr. Beckett and Ms. Panzarella of an additional 20% of each of their respective base salaries (for 70% of base salary in total maximum incentive potential).

Performance Measures. The CompensationMDC Committee intended that performance under the NEOs’ annual incentive awardsAIP at both the target and stretch incentive levels would be measured based on achieving and surpassing a financialbusiness performance goalgoals and achievement of MBOs.individual “management by objective” goals (“MBOs”). We believe that a split among goals is important to reflect our belief that our NEOs should be focused on both an earnings goalbusiness performance goals and also on specific goals that are relevant to their specific positions and responsibilities, dependent in significant part on individual performance, and that are largely derived from important strategic and operating plan goals. We believe this split also encourages a focus on multiple

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metrics of performance rather than focusing on one particular metric of performance to the exclusion of others that are also important to our results. Unlike in prior years,For 2020, the Committee determined that a threshold level80% of financial performance would not be required before any amounts could be paid out for personal MBO goals.

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The following charts shows the breakdown between the financial goal and the MBO goals for each NEO, including how they relate to the target award would be based on business performance and stretch portions of each NEOs potential awards. The charts also show the amount of payout for 2017 of each portion20% of the annual incentive plan. The discussion that follows the charts focusestarget award would be based on the financial goal and the MBO goals.achievement of MBOs.

		Portion of Annual Incentive Plan		Weighting of Performance Goals		Opportunity		Actual Payout
Dr. Boston		Target award equivalent to 90% of base salary Stretch award equivalent to 45% of salary		70% based on financial performance goal 20% based on annual MBO goals   35% based on financial performance goal 10% based on annual MBO goals		$465,500 $133,000 $232,750 $66,500 Total Opportunity: $897,750		$0 $79,800 $0 $0 Total: $79,800

		Portion of Annual Incentive Plan		Weighting of   Performance Goals		Opportunity		Actual Payout
Mr. Sunderland		Target award equivalent to 50% of base salary Stretch award equivalent to 30% of salary		40% based on financial performance goal 10% based on annual MBO goals 20% based on financial performance goal 10% based on annual MBO goals		$161,200 $40,300 $80,600 $40,300 Total Opportunity: $322,400		$0 $32,340 $0 $0 Total: $32,240

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		Portion of Annual Incentive Plan		Weighting of Performance Goals		Opportunity		Actual Payout
Dr. Powell		Target award equivalent to 50% of base salary Stretch award equivalent to 30% of salary		40% based on financial performance goal 10% based on annual MBO goals 20% based on financial performance goal 10% based on annual MBO goals		$152,000 $38,000 $76,000 $38,000 Total Opportunity: $304,000		$0 $13,300 $0 $0 Total: $13,300

		Portion of Annual Incentive Plan		Weighting of Performance Goals		Opportunity		Actual Payout
Mr. Beckett		Target award equivalent to 50% of base salary Stretch award equivalent to 20% of salary		40% based on financial performance goal 10% based on annual MBO goals 15% based on financial performance goal 5% based on annual MBO goals		$110,000 $27,500 $41,250 $13,750 Total Opportunity: $192,500		$0 $27,500 $0 $0 Total: $27,500