BRIDGEPOINT EDUCATION, INC. (NYSE:BPI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Officers; Compensatory Arrangements of Certain Officers.

2019 Annual Long-Term Incentive Grants

On March 29, 2019, the Compensation Committee of the Board of Directors of the Company granted long-term incentive (“LTI”) awards under the Company’s Amended and Restated 2009 Stock Incentive Plan, as amended, to the Company’s executive officers. The long-term incentive awards are comprised of (i) restricted stock units (“RSUs”) and (ii) market stock units (“MSUs”), and the total value of such awards are apportioned approximately one-half each in the form of RSUs and MSUs. The estimated dollar amount, the number of RSUs, the target number of MSUs to vest with these awards are shown below:

The RSUs are subject to a four-year vesting schedule, with 25% of the shares underlying the RSUs vesting on each anniversary of the grant date. The MSUs are subject to a three-year vesting schedule, with the full grant vesting three years from the grant date, provided that the Company or a subsidiary of the Company must meet a vesting condition within three years from the grant date. If the vesting condition is not met during that time frame, no MSUs will vest.

In addition to the vesting condition, the vesting of the MSUs is also subject to a threshold, a ten percent discount and a cap. The MSUs have a threshold which provides that if the Company’s stock price declines by more than 40%, no MSUs will vest. In addition, the MSUs are subject to a ten percent discount; for example if there is no change in share price, the number of MSUs that vest is 90% of the Target Number of MSUs, and if the share price increases 210%, the number of MSUs that vest is 200% of the Target Number of MSUs granted. The MSUs also have a cap which provides that the maximum number of MSUs that may vest are capped at 200% of the Target Number of MSUs granted.

Subject to the conditions and restrictions described above, on the first anniversary of the Closing the respective Target Number of MSUs multiplied by: (i) the 20-day average closing price of the Company’s common stock divided by $6.11 (closing price on the date of grant), minus (ii) 0.1, shall vest for each NEO shown.

About BRIDGEPOINT EDUCATION, INC. (NYSE:BPI)

Bridgepoint Education, Inc. (Bridgepoint) is a provider of postsecondary education services. The Company’s academic institutions include Ashford University and University of the Rockies, which offer associate’s, bachelor’s, master’s and doctoral programs online, as well as at the campuses located in Iowa and Colorado, respectively. Bridgepoint’s institutions conduct ongoing faculty and student assessment processes, and provide a range of student services. The Company is also developing Constellation, Waypoint Outcomes and mobile application technology. The Company has approximately 49,160 students enrolled in its institutions. The Company’s institutions offer approximately 1,850 courses, over 80 degree programs and approximately 150 specializations. Its institutions offer programs and specialization areas through the University of the Rockies’ two schools: the School of Organizational Leadership and the School of Professional Psychology.