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DEF 14C
APOLLO EDUCATION GROUP INC filed this Form DEF 14C on 12/29/2014
Entire Document
 


Each restricted stock unit award granted entitles the Board member to one share of the Company’s Class A Common Stock on the vesting date of that unit upon the director’s continuation in the Board service, unless the issuance of such vested share is subject to a deferral election, as described further below.
Director Compensation
The following summarizes the compensation of each non-employee who served as a member of our Board of Directors during fiscal year 2014:
 
 
Fees Earned or Paid in Cash(1)
 
 
 
 
Name
 
Annual
Retainer 
($)
 
Committee
Meeting Fees
($)
 
Committee
Chairperson -
Additional
Retainer
($)
 
Total
($)
 
Stock
Awards(2)
($)
 
Total
($)
Dana H. Born
 
29,144

 
16,000

 

 
45,144

 
284,976

 
330,120

Matthew Carter, Jr.
 
65,000

 
31,000

 

 
96,000

 
190,014

 
286,014

Richard H. Dozer
 
65,000

 
32,500

 

 
97,500

 
190,014

 
287,514

Dr. Roy A. Herberger, Jr.
 
65,000

 
25,750

 
64,000

 
154,750

 
190,014

 
344,764

Dr. Ann Kirschner
 
65,000

 
25,750

 

 
90,750

 
190,014

 
280,764

Robert S. Murley
 
65,000

 
35,000

 
56,000

 
156,000

 
190,014

 
346,014

Manuel F. Rivelo
 
65,000

 
37,500

 

 
102,500

 
190,014

 
292,514

Darby E. Shupp(3)
 
65,000

 

 

 
65,000

 
190,014

 
255,014

Allen R. Weiss
 
65,000

 
30,250

 

 
95,250

 
190,014

 
285,264

(1) Represents fees earned by each Board member during fiscal year 2014 for service in such capacity and as a member of one or more Board committees, regardless of whether the fees were actually paid during the fiscal year. No other cash compensation was paid to those Board members for fiscal year 2014.
(2) Represents the grant-date fair value of each restricted stock unit award made to the non-employee Board member during fiscal year 2014. None of the non-employee Board members were granted stock options for their fiscal year 2014 or 2015 Board service.
The following summarizes the aggregate number of shares of our Class A Common Stock subject to outstanding restricted stock units and the number of shares subject to outstanding and unexercised option awards held by non-employee Board members as of August 31, 2014:
Name
 
Number of Shares of
Class A Common Stock
Subject to All Outstanding
Restricted Stock Units Held
as of August 31, 2014
(#)
 
Number of Shares of
Class A Common Stock
Subject to All Outstanding
Options Held as of
August 31, 2014
(#)
Dana H. Born
 
7,106

 

Matthew Carter, Jr.
 
7,106

 
2,847

Richard H. Dozer
 
7,106

 
6,122

Dr. Roy A. Herberger, Jr.
 
7,106

 
38,519

Dr. Ann Kirschner
 
7,106

 
35,519

Robert S. Murley
 
7,106

 
8,018

Manuel F. Rivelo
 
7,106

 
25,519

Darby E. Shupp
 
7,106

 
12,242

Allen R. Weiss
 
7,106

 
5,425

(3) Ms. Shupp is provided office space and related services by Apollo in connection with her services as an executive employee of a holding company wholly-owned by the late Dr. John Sperling. We do not believe that any incremental costs have been incurred in connection with those items and accordingly, no compensation has been attributed to Ms. Shupp for those items.
Deferral Election Program for Non-Employee Board Members
We have a deferral election program that provides each non-employee Board member with the opportunity to defer up to 100% of annual retainer fees payable for service on the Board or any Board committee. The deferral election must be made prior to

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