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SEC Filings

DEF 14C
APOLLO EDUCATION GROUP INC filed this Form DEF 14C on 12/27/2013
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designated the Average Credit Earned Per Student (“ACEPS I”). ACEPS I is measured in terms of the percentage increase (if any) in the ACEPS I level attained for enrolled bachelor degree students for the measurement period over the corresponding ACEPS I level attained for a baseline period commencing December 1, 2009 and concluding November 30, 2010.
The actual number of PSUs allocated to this performance goal that may be earned ranges from 0% to 200% of the target number of PSUs depending on the level of attainment determined in accordance with the schedule below.

Increase Over ACEPS I Level Calculated for Baseline Period (“Baseline ACEPS I”)
 
Percentage of Target Number
of Performance Share Units
to Qualify as
Performance-Qualified Shares*
Threshold: 0.00% increase, but no decrease
 
50%
Target: 3.00% increase over Baseline ACEPS I
 
100%
Maximum: 6.00% increase over Baseline ACEPS I
 
200%
The performance-vesting requirement for the final ten percent (10%) of the awarded target PSUs (i.e., 5,562 PSUs) is tied to the number of academic credits earned per identified associate-degree enrolled University of Phoenix student over a measurement period commencing March 1, 2013 and concluding February 28, 2014. Such performance metric is designated the Average Credit Earned Per Student (“ACEPS II”). Accordingly, ACEPS II will be measured in terms of the percentage increase (if any) in the ACEPS II level attained for enrolled associate degree students for the measurement period over the corresponding ACEPS II level attained for a baseline period commencing March 1, 2010 and concluding February 28, 2011.
The actual number of PSUs allocated to this performance goal that may be earned ranges from 0% to 200% of the target number of PSUs depending on the level of attainment determined in accordance with the schedule below.

Increase Over ACEPS II Level Calculated for Baseline Period (“Baseline ACEPS II”)
 
Percentage of Target Number
of Performance Share Units
to Qualify as
Performance-Qualified Shares*
Threshold: 0.00% increase, but no decrease
 
50%
Target: 3.00% increase over Baseline ACEPS II
 
100%
Maximum: 6.00% increase over Baseline ACEPS II
 
200%
If the attainment level for any of the performance goals described above falls between the stated threshold and target levels or between the stated target and maximum levels, the conversion percentage to be used for determining the number of performance-qualified shares will be calculated on a straight-line interpolation basis between the two applicable levels.
Since the performance share unit awards also contain a service-vesting component, the actual number of shares of Class A Common Stock in which Mr. Cappelli will vest will be determined by multiplying the aggregate number of his performance-qualified shares for the levels at which the three performance goals are attained by a fraction, the numerator of which is the number of fiscal years of employment Mr. Cappelli completes with us within the applicable service period and the denominator of which is the total number of fiscal years within that service period. For such purpose, the service period will commence with the September 1, 2011 start date of our 2012 fiscal year and will conclude with the August 31, 2014 end date of our 2014 fiscal year. As of the end of our 2013 fiscal year, no performance-qualified shares have been earned under this award.
It is currently anticipated that no performance qualified shares will be earned by Mr. Cappelli under this award.
(ii) Apollo Global PSU Awards. Mr. Cappelli received an Apollo Global performance share unit award in July 2011 tied to the growth in the adjusted operating free cash flow of our subsidiary, Apollo Global, over a three-year performance period ending with our 2014 fiscal year. This award covered a target number of 21,066 PSUs. In March 2012, Mr. Cappelli received the balance of the multi-year award for the 2012 through 2014 fiscal years provided under his employment agreement in the form of an additional performance share unit award that is also tied to the growth in adjusted operating free cash flow of Apollo Global over a two-year performance period, which also ends with our 2014 fiscal year. This award covered a target number of 12,810 PSUs. Within the time limits prescribed by Code Section 162(m), the Compensation Committee modified the March 2012 award to authorize adjustments to cash flow from operations used to determine adjusted operating free cash flow in order to take into account the impact that dispositions of discontinued operations or other businesses or assets that occur during the Performance Period will have upon Apollo Global’s reported cash flow from operations.

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