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


For each performance goal, we established a threshold, target and maximum performance level with the payouts for attainment of each target determined in accordance with the following schedule:
Level of Attainment for Particular Performance Goal
 
Payout Percentage for
Particular Performance Goal
Below Threshold
 
%
Threshold
 
50
%
Target
 
100
%
Maximum
 
200
%
The conversion factor for any percentage between threshold level and target level or between target level and maximum level is interpolated on a straight-line basis between the two applicable levels.
The following table shows the attainment levels for the financial goals established under the plan for 2014 along with the actual bonuses paid to each named executive officer:
Name
 
Fiscal Year 2014
Base Salary
($)
 
Target Percentage
of Fiscal Year 2014
Base Salary
 
Operating Income
Attainment Level
(weighted 60%)
 
Net Revenue
Attainment Level
(weighted 40%)
 
Total
Attainment Level
(%/$)
 
Actual Bonus Paid for Fiscal Year 2014
($)
Mr. Cappelli
 
800,000

 
100
%
 
156.5
%
 
113.2
%
 
139.2
%
 
1,113,600

Mr. Swartz
 
515,000

 
75
%
 
156.5
%
 
113.2
%
 
139.2
%
 
537,660

Mr. Bowling(1)
 
540,000

 
100
%
 
156.5
%
 
113.2
%
 
139.2
%
 
562,215

Mr. Martin
 
540,000

 
75
%
 
156.5
%
 
113.2
%
 
139.2
%
 
563,760

Mr. Sperling
 
700,000

 
100
%
 
156.5
%
 
113.2
%
 
139.2
%
 
974,400

Mr. Uehlein(2)
 
385,000

 
75
%
 
156.5
%
 
113.2
%
 
139.2
%
 
349,015

(1) Mr. Bowling’s annual cash bonus for fiscal year 2014 was prorated based on his hire date in December 2013.
(2) In January 2014, Mr. Uehlein’s base salary was increased from $350,000 to $385,000 and his target bonus percentage was increased from 50% to 75% as part of a market adjustment to target cash compensation. This market adjustment was established based only on his role as President, Apollo Global. No other changes to target bonus percentages were made for our named executive officers for fiscal year 2014. Mr. Uehlein’s fiscal year 2014 bonus payment was calculated on a proportional basis using both levels of base salary and target bonus applicable to him during fiscal year 2014. Because Mr. Uehlein was no longer an executive officer at the end of fiscal year 2014, he was no longer a participant in the 2014 Bonus Plan at the time bonuses were calculated and paid. However, under the terms of the bonus plan in which Mr. Uehlein was participating at the end of fiscal year 2014, his bonus was calculated as though he were still a participant in the 2014 Bonus Plan.
(1) Operating Income. As indicated, the first financial performance goal established under the 2014 Bonus Plan was tied to our annual operating income, as measured on a consolidated basis with our subsidiaries and in accordance with United States generally accepted accounting principles (“GAAP”), subject to certain adjustments. The target, threshold, maximum and actual levels that the Compensation Committee set for this particular metric, subject to the adjustments noted below, were as follows:
Goal
 
Threshold
 
Target
 
Maximum
 
Actual
Operating Income
 
$450 million
 
$500 million
 
$585 million
 
$548 million
Our operating income (as adjusted for the add-backs and other items summarized below) for fiscal year 2014 was $548 million and accordingly between the $500 million target level and the $585 million maximum level, with the actual level of attainment at 156.5% of target.
The 2014 Bonus Plan provided for certain pre-established adjustments to the calculation of the operating income target for that year. Accordingly, the following amounts were added back to our consolidated operating income reported for fiscal year 2014: (i) any expense for fiscal year 2014 with respect to the bonuses payable under our various cash bonus plans, including the 2014 Bonus Plan, and profit-sharing plans; (ii) any costs related to the acquisition or disposal of a company or other entity expensed for fiscal year 2014, whether relating to actual or potential acquisitions or disposals (including non-completed or abandoned transactions); (iii) any income or loss attributable to entities acquired during fiscal year 2014; (iv) any impairment charges related to goodwill, intangible assets or other long-lived assets that are recorded during fiscal year 2014; (v) any gain or loss recognized in connection with the sale of any business or asset disposal not otherwise reported as a discontinued operation; (vi) any restructuring and other charges for such fiscal year; (vii) any employee separation costs recorded for such fiscal year that are outside of normal business operations; (viii) any expense for fiscal year 2014 with respect to the special cash retention

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