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DEF 14C
APOLLO EDUCATION GROUP INC filed this Form DEF 14C on 12/27/2013
Entire Document
 


The target and actual bonus amounts for our named executive officers were set as follows:
Name
 

Target Percentage
of 2013 Fiscal Year
Annual Base Salary
(%/$)
 
Actual Bonus Paid
as a Percentage
of 2013 Fiscal Year
Annual Base Salary
(%/$)
Dr. Sperling*
 
100%
 
N/A
Mr. Cappelli**
 
107%
 
133%
Mr. D’Amico***
 
100%
 
134%
Mr. Swartz
 
75%
 
101%
Mr. Martin
 
75%
 
101%
Ms. Bishop****
 
100%
 
124%
Mr. Sperling
 
100%
 
134%
*
Dr. Sperling retired from his position as Executive Chairman of the Board effective December 31, 2012 and was not eligible to receive an annual bonus for the 2013 fiscal year.
**
The target bonus amount established and the actual bonus paid to Mr. Cappelli under the plan was in accordance with the terms of his September 2012 letter agreement, in which we agreed to establish Mr. Cappelli’s bonus target at 100% of the $750,000 annual base salary provided for by his April 2, 2011 employment agreement, rather than on the $700,000 annual base salary that he actually received for the 2013 fiscal year, due to his agreement to waive the automatic base salary increase to $750,000 for the 2013 fiscal year provided for by his employment agreement. This resulted in an actual bonus target percentage of 107% of his actual annual base salary. His bonus payout of $931,500 under the plan was 124.2% of this 107% target percentage resulting in an actual bonus payment that was 133% of his actual base salary of $700,000.
***
The target bonus amount established for Mr. D’Amico under the plan was in accordance with the target bonus levels (100% of base salary) set forth in his employment agreement. Because Mr. D’Amico was employed through the last day of our fiscal year, the amount of Mr. D’Amico bonus was calculated and paid, like the other named executive officers’ bonuses, based on the attainment level of the performance goals established by the Compensation Committee in accordance with the terms of the bonus plan and Mr. D’Amico’s employment agreement.
****
Ms. Bishop’s target bonus percentage was 75% prior to her appointment to Vice Chairman of the Board effective December 31, 2012.
(1)    Operating Income. As indicated, the first financial performance goal established under the plan for the 2013 fiscal year was tied to our operating income for that year, as measured on a consolidated basis with our subsidiaries and in accordance with United States generally accepted accounting principles (“GAAP”). 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
 
$525 Million
 
$579 Million
 
$670 Million
 
$709 Million
Our operating income (as adjusted for the add-backs and other items summarized below) for the 2013 fiscal year was $709 million and accordingly exceeded the $670 million maximum level, making the actual level of attainment 200% of target.
The 2013 cash incentive plan provided for certain 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 2013 fiscal year: (i) any expense for the 2013 fiscal year with respect to the bonuses payable under our various cash bonus plans, including the 2013 fiscal year executive officer cash incentive plan, and profit-sharing plans; (ii) any acquisition costs expensed for the 2013 fiscal year, whether relating to actual or potential acquisitions; (iii) any income or loss attributable to entities acquired during the 2013 fiscal year; (iv) any impairment charges related to goodwill, intangible assets or other long-lived assets that are recorded during the 2013 fiscal year; (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 the 2013 fiscal year with respect to the special cash retention awards that become payable under our various incentive/retention plans; and (ix) any amounts recorded for the 2013 fiscal year relating to judgments, verdicts, or settlements in connection with certain specified litigation matters.

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