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


Based on the formula utilized for fiscal year 2014, the aggregate grant-date values of the equity awards made to the named executive officers in August 2013 for fiscal year 2014 were allocated as shown in the table below. The percentages for Mr. Cappelli relate to the portion of his multiyear awards allocable to fiscal year 2014:
 
 
Percentage Allocation of Grant-Date Award Value
Name
 
RSUs
 
Options
 
Apollo Education Group PSUs
 
Apollo Global PSUs
Mr. Cappelli
 
55
%
 
22
%
 
15
%
 
8
%
Mr. Swartz
 
60
%
 
40
%
 
%
 
%
Mr. Bowling
 
69
%
 
31
%
 
%
 
%
Mr. Martin
 
63
%
 
37
%
 
%
 
%
Mr. Sperling
 
77
%
 
23
%
 
%
 
%
Mr. Uehlein(1)
 
%
 
%
 
%
 
100
%
Aggregate
 
57
%
 
27
%
 
7
%
 
9
%
(1) Mr. Uehlein’s award contains both a performance share unit component and a performance cash component, each tied to the growth in the adjusted operating free cash flow of our subsidiary, Apollo Global, over a three-year performance period that ends with our fiscal year 2016. Each of these two components has a grant date award value equal to 50% of the overall award value.
The fiscal year 2014 long term incentive equity awards for our named executive officers that were made in August 2013 are shown in the following table. These values are different than the amounts reported in the Summary Compensation Table, which includes the amounts for equity grants actually awarded during fiscal year 2014. As noted above in the Executive Summary, Mr. Cappelli did not receive an annual long term equity incentive grant for fiscal year 2014, and the amounts shown below for him represent the portion of the grant date value of his multiyear grants allocable to fiscal year 2014. The amounts shown for Mr. Cappelli do not include the retention stock option award granted to Mr. Cappelli in December 2012. For all of the others, the grant-date fair value of stock options is based on a Black-Scholes formula and does not represent the intrinsic value of those options (the excess of the market price of our Class A Common Stock over the exercise price). For restricted stock unit awards, the grant-date value is tied to the market price of the underlying shares of the Class A common stock on the grant date. For performance share unit awards, the grant-date value is tied to the market price of the underlying shares of Class A common stock on the grant date and based on an assumed attainment of target level or other 100% level performance.
 
 
Fiscal Year 2014 Grant-Date Annual Target Award Value
(excluding retention and other special Awards)
Name
 
RSUs
($)
 
Options
($)
 
Apollo Education Group PSUs
($)
 
Apollo Global PSUs
($)
Mr. Cappelli
 
3,300,038

 
1,318,412

 
800,046

 
500,035

Mr. Swartz
 
1,190,039

 
808,682

 

 

Mr. Bowling(1)
 
690,000

 
310,000

 

 

Mr. Martin
 
940,011

 
559,086

 

 

Mr. Sperling
 
540,016

 
159,739

 

 

Mr. Uehlein(2)
 

 

 

 
500,000

(1) Mr. Bowling’s award values are for the pro-rated annual long term incentive awards, based on an annual target value of $1,400,000, granted to Mr. Bowling when he commenced his employment with the Company in December 2013.
(2) As noted in the previous table, Mr. Uehlein’s award contains both a performance share unit component and a performance cash component. Each of these two components has a grant date award value of $250,000.
The equity awards that were made in August 2013 to each named executive officer for fiscal year 2014 are comprised of two components (with an additional performance share and performance cash award component tied to the financial performance of Apollo Global for Mr. Uehlein, as noted above):
Restricted stock unit awards with an initial performance-vesting requirement tied to our attainment of $75 million of adjusted net income for fiscal year 2014 (which performance-vesting requirement was attained) and an additional 4-year service vesting requirement measured from the effective date of the award, and
Stock options with a 4-year service vesting requirement measured from the effective date of the award.

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