Adtalem Global Education Inc. DEF 14A Filing

Ticker: CVSA · Form: DEF 14A · Filed: 2024-10-17T00:00:00.000Z

Sentiment: neutral

Topics: DEF 14A, executive-compensation, corporate-governance

TL;DR

Adtalem's DEF 14A is out, detailing exec pay for FY24. Beard & Wardell compensation in focus.

AI Summary

Adtalem Global Education Inc. filed a DEF 14A on October 17, 2024, for the fiscal year ending November 13, 2024. The filing details executive compensation and corporate governance matters. Key individuals mentioned include Stephen W. Beard and Lisa W. Wardell, with compensation data spanning fiscal years 2021-2024.

Why It Matters

This filing provides transparency into the compensation of Adtalem's top executives and board members, which can influence investor decisions and perceptions of the company's management.

Risk Assessment

Risk Level: low — This is a routine DEF 14A filing providing information on executive compensation and corporate governance, not indicating any immediate financial distress or significant operational changes.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of this DEF 14A filing?

The primary purpose of this DEF 14A filing is to provide information to shareholders regarding the company's annual meeting, including details on executive compensation, director nominations, and corporate governance.

Who are the key individuals whose compensation is detailed in this filing?

Key individuals whose compensation is detailed include Stephen W. Beard and Lisa W. Wardell, with compensation data provided for fiscal years 2021 through 2024.

What is the fiscal year end for Adtalem Global Education Inc. relevant to this filing?

The fiscal year end relevant to this filing is June 30, with the period of report extending to November 13, 2024.

When was this DEF 14A filing submitted to the SEC?

This DEF 14A filing was submitted to the SEC on October 17, 2024.

What is the company's primary business sector?

Adtalem Global Education Inc. operates in the Services-Educational Services sector, with SIC code 8200.

Filing Stats: 4,289 words · 17 min read · ~14 pages · Grade level 15.1 · Accepted 2024-10-17 17:00:38

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS Strong linkage of pay to individual, institutional, and financial performance Balanced compensation program aligning performance to interests of shareholders, students, and other stakeholders Our Compensation Framework 2024 COMPENSATION SNAPSHOT Objective Time Horizon Performance Measures Additional Explanation Salary (cash) Base Salary Reflect experience, market competition and scope of responsibilities Reviewed Annually Assessment of performance in prior year. Represents 9% and 29% (on average) of target Total Direct Compensation for Mr. Beard and other NEOs, respectively. Annual Incentive (cash) Management Incentive Plan ("MIP") Reward achievement of short-term operational business priorities 1 year Revenue* Adjusted earnings per share ("EPS")* Individual performance modifier Represents 25% to 35% (on average) of target Total Direct Compensation for Mr. Beard and other NEOs respectively. Long-Term Incentive (equity) RSUs Align interests of management and shareholders, and retain key talent 3 year ratable vest Stock price growth Represents 40% of NEO regular annual LTI granted in FY24.** Revenue Growth PSUs Reward achievement of multi-year financial goals, align interests of management and shareholders, and retain key talent 3 year cliff vest Revenue Growth Represents 30% of NEO regular annual LTI granted in FY24.** Adjusted EBITDA Margin PSUs Adjusted EBITDA margin Represents 30% of NEO regular annual LTI granted in FY24.** * The MIP payout for executive leadership of the institutions is based on revenue and adjusted operating income at such executive's institution(s). ** The total regular annual long-term incentive ("LTI") award consisting of both RSUs and Performance Share Units (PSUs) represents 66% of target Total Direct Compensation for Mr. Beard and 36% of target Total Direct Compensation for other NEOs (on average), respectively. SUSTAINABILITY AND COM

Executive Compensation Highlights

Executive Compensation Highlights 8 Sustainability and Community Relations 10 Diversity, Equity, and Inclusion 12 PROPOSAL NO. 1 ELECTION OF DIRECTORS 13 Board Composition 23 Director Nominating Process 23 Board Succession Planning 25 Board Structure and Operations 28 Key Board Responsibilities 32 Board Practices and Policies 32 Director Compensation 34 PROPOSAL NO. 2 RATIFY SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 34 Selection and Engagement of Independent Registered Public Accounting Firm 34 Pre-Approval Policies 35 Audit Fees and Other Fees 36 Audit and Finance Committee Report 37 PROPOSAL NO. 3 SAY-ON-PAY: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS ("NEOs") 37 Compensation Discussion & Analysis 57 Compensation Committee Report 58

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 58 2024 Summary Compensation Table 59 2024 Grants of Plan-Based Awards 60 2024 Outstanding Equity Awards at Fiscal Year-End 61 2024 Options Exercises and Stock Vested 62 2024 Nonqualified Deferred Compensation 62 2024 Nonqualified Deferred Compensation Plan 62 2024 Potential Payments Upon Termination or Change-In-Control 64 CEO Pay Ratio 65 P ay Versus Performance 68 Equity Compensation Plan Information 69 VOTING SECURITIES AND PRINCIPAL HOLDERS 69

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 69

Security Ownership by Directors and Executive Officers

Security Ownership by Directors and Executive Officers 71 ADDITIONAL INFORMATION 71 Voting Instructions 72 Voting Information 73 Proxy Solicitation 73 Shareholder Proposals for 2025 Annual Meeting 73 Availability of Form 10-K 74 Householding 74 Delinquent Section 16(a) Reports 74 Other Business A- 1 APPENDIX A – SUMMARY OF SPECIAL ITEMS EXCLUDED FOR PERFORMANCE ASSESSMENT Adtalem Global Education Inc. 2024 Proxy Statement 11 Table of Contents PROPOSAL NO. 1 Election of Directors The Board has nominated ten of Adtalem's eleven sitting directors and recommends their re-election, each for a term to expire at the 2025 Annual Meeting. All of the nominees have consented to serve as directors if elected at the Annual Meeting. Mr. Mayur Gupta has informed the Board that he is not standing for re-election and will retire from the Board at the Annual Meeting. Mr. Gupta has served on the Board since 2021 and the Board sincerely appreciates Mr. Gupta's service to Adtalem. Mr. Gupta's decision to not stand for re-election is not the result of any disagreement with the Company. It is intended that all shares represented by proxy at the Annual Meeting will be voted for the election of each of Stephen W. Beard, William W. Burke, Donna J. Hrinak, Georgette Kiser, Liam Krehbiel, Michael W. Malafronte, Sharon L. O'Keefe, Kenneth J. Phelan, Betty Vandenbosch, and Lisa W. Wardell as directors unless otherwise specified in such proxy. A proxy cannot be voted for more than ten persons. In the event that a nominee becomes unable to serve as a director, the proxy committee (appointed by the Board) will vote for the substitute nominee that the Board designates. The Board has no reason to believe that any of the nominees will become unavailable for election. Each nominee for election as a director is listed below, along with a brief statement of his or her current or most recent principal occupation, business experience, and other inform

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