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DEF 14C
APOLLO EDUCATION GROUP INC filed this Form DEF 14C on 12/27/2013
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Cash Retainer/Meeting Fees
Dr. Sperling, Mr. Cappelli, Peter Sperling and Ms. Bishop, executive officers of the Company, did not receive any additional compensation for their service on the Board of Directors during the 2013 fiscal year.
Retainer Fees. For the 2013 fiscal year, our non-employee Board members received a $65,000 annual retainer or a pro-rated amount for a partial year of service. In addition, for the 2013 fiscal year, the Audit Committee Chair received a $20,000 retainer, the Compensation Committee Chair received an $18,000 retainer, the Nominating and Governance Committee Chair received a $16,000 retainer, the Lead Independent Director received a $30,000 retainer, the Special Litigation Committee Chair received a $20,000 retainer and the Finance Committee Chair received a $16,000 retainer. Such retainer fees are paid quarterly.
Meeting Fees. Non-employee Board members did not receive any fees for Board meetings attended. Members of the Audit Committee and the Special Litigation Committee received $2,000 for each committee meeting attended. The independent directors also received $2,000 for each meeting of independent directors attended. Members of the Compensation Committee, Nominating and Governance Committee and Finance Committee received $1,500 for each committee meeting attended, including working group meetings. The meeting fee for each of the various Board Committees is reduced by 50% if the duration of the meeting is less than one hour.
Expenses. Non-employee Board members are also reimbursed for out-of-pocket expenses.
Director Equity Compensation
Equity Compensation for Fiscal Year 2013. For fiscal year 2013 Board service, each of the following non-employee Board members were granted options in the value of $30,000, calculated in accordance with the Black-Scholes option-pricing formula, as of a specified date shortly before the actual grant date in order to allow the timely filing of the requisite Form 4 reports. Accordingly, each of the following non-employee Board members was granted an option on July 2, 2012 to purchase 2,638 shares of the Company’s Class A Common Stock under the Company’s 2000 Stock Incentive Plan: Richard H. Dozer, Dr. Roy A. Herberger, Jr., Dr. Ann Kirschner, Robert S. Murley, K. Sue Redman, Manuel F. Rivelo, Darby E. Shupp, Margaret Spellings, Allen R. Weiss and George A. Zimmer. Each option has an exercise price of $36.34 per share, the fair market value of the Class A Common Stock on the grant date, and a maximum term of six years, subject to earlier termination following the cessation of Board service. Each option vested upon the optionee’s continuation in Board service through August 31, 2013, except Ms. Redman’s option which vested upon her continuation in Board service through the sixth month anniversary of the July 2, 2012 grant date. In addition, on July 2, 2012 each of the foregoing non-employee Board members received an award of restricted stock units covering 5,504 shares of the Company’s Class A Common Stock, with a value of $200,000 per award, based on the closing selling price per share of such common stock as of the July 2, 2012 grant date. Each restricted stock unit entitled the Board member to one share of the Company’s Class A Common Stock on the vesting date of that unit, unless the issuance of such vested share was subject to a deferral election. The restricted stock units vested upon the director’s continuation in the Board service through August 31, 2013, except Ms. Redman’s restricted stock units which vested upon her continuation in Board service through the sixth month anniversary of the July 2, 2012 award date.
On December 13, 2012, in connection with his appointment to the Board, Mr. Carter received a pro-rata equity award for fiscal year 2013 Board service. Such equity award was comprised of an option grant for 2,847 shares of the Company’s Class A Common Stock with an exercise price of $21.40 per share and a restricted stock unit award covering 6,231 shares of the Company’s Class A Common Stock. Both components of such equity award vested upon Mr. Carter’s continuation in Board service through August 31, 2013.
Equity Compensation for Fiscal Year 2014. For fiscal year 2014 Board service, none of the non-employee Board members were granted options. On August 13, 2013 each of the following non-employee Board members received an award of restricted stock units covering 10,469 shares of the Company’s Class A Common Stock, with a value of $210,000 per award, based on the closing selling price per share of such common stock as of the August 13, 2013 grant date: Matthew Carter, Jr., Richard H. Dozer, Dr. Roy A. Herberger, Jr., Dr. Ann Kirschner, Robert S. Murley, Manual F. Rivelo, Darby E. Shupp, and Allen R. Weiss. Each restricted stock unit will entitle the Board member to one share of the Company’s Class A Common Stock on the vesting date of that unit, unless the issuance of such vested share is subject to a deferral election. The restricted stock units will vest upon the director’s continuation in the Board service through August 31, 2014.
Deferral Election Program for Non-Employee Board Members
Effective with the 2010 calendar year, the Company has implemented a deferral election program for the non-employee Board members. Pursuant to that program, each non-employee Board member may elect to defer up to 100% of the annual retainer fees payable for service on the Board or any Board committee. The deferral election must be made prior to the start of the calendar year for which the retainer fees subject to the election are to be earned. During the deferral period, the deferred fees will be credited with an investment return based on the investment funds the non-employee Board member selects to measure that return. The available investment funds are substantially the same as those offered under the Company’s broad-based employee 401(k) savings plan, and the non-employee Board member may change investment selections on a daily basis. The fees deferred for each calendar

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