Adtalem Global Education Inc
For the period ended Nov 13, 2024. Filed Oct 17, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 13, 2024 · Filed Oct 17, 2024
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Contents
Pay Versus Performance
PAY VERSUS PERFORMANCE TABLE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” (“CAP”) to our principal executive officer (“PEO”) and to our other non-PEO NEOs and certain financial performance of the Company. CAP, as determined under SEC requirements, does not reflect the actual amount of compensation earned, realized or received by our NEOs during a covered year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion & Analysis.
The pay versus performance disclosures include information for fiscal years ended June 30, 2024, 2023, 2022, and 2021.
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| · · · · · · · · · · · · · · Value of Initial Fixed $100 Investment Based On: · · · · | |||||||||||||||||||
| Fiscal Year · · SCT Total for First PEO($)(1) · · SCT Total for Second PEO($)(1) · · CAP to First PEO($)(2) · · CAP to Second PEO($)(2) · · Average SCT Total for non-PEO NEOs($)(1) · · Average CAP to non-PEO NEOs($)(2) · · Adtalem Total Shareholder Return($)(3) · · Peer Group Total Shareholder Return($)(3) · · Net Income($ in thousands) · · Company Selected Measure: Revenue Growth (4) | |||||||||||||||||||
| 2024 | n/a | | 14,302,581 | | n/a | | 30,032,741 | | 2,390,184 | | 4,074,936 | | 219 | | 163 | | 136,777 | | 9.2% |
| 2023 | n/a | | 8,054,094 | | n/a | | 8,364,122 | | 1,699,688 | | 1,762,437 | | 110 | | 115 | | 93,358 | | 5.0% |
| 2022 | 6,276,069 | | 9,204,332 | | 6,757,452 | | 8,973,854 | | 1,851,310 | | 1,867,071 | | 115 | | 110 | | 310,991 | | 53.7% |
| 2021 | 8,528,433 | | n/a | | 10,373,072 | | n/a | | 1,766,966 | | 1,433,322 | | 114 | | 104 | | 70,027 | | 3.9% |
| (1) | Lisa W. Wardell is the First PEO for each of the years shown. Stephen W. Beard is the Second PEO for each of the years shown. The following non-PEO NEOs are included in the average amounts shown: |
2024: Robert J. Phelan, Douglas G. Beck, Michael Betz, Maurice Herrera
2023: Robert J. Phelan, Douglas G. Beck, Maurice Herrera, and Steven Tom
2022: Robert J. Phelan, Douglas G. Beck, John W. Danaher, and Maurice Herrera
2021: Robert J. Phelan, Stephen W. Beard, Douglas G. Beck, Kathy Boden-Holland, and Michael O. Randolfi
| (2) | The following tables show amounts deducted from and added to the SCT total to calculate CAP. The fair value of the equity awards was determined consistent with the methodology used to determine the grant date fair value of the awards, with values changing primarily due to the change in stock price and our performance on the metrics applicable to those awards. |
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| Adtalem Global Education Inc. | 2024 Proxy Statement 65 |
First PEO SCT Total to CAP Reconciliation:
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| Fiscal Year · · SCT Total for First PEO($) · · Less: SCT Total Equity (Stock Awards + Option Awards)($) · · Plus: Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year($) · · Plus: Fair Value as of Vest Date of Stock and Option Awards Granted and Vested in Covered Year($) · · Plus: Change in Fair Value of Outstanding and Unvested Stock and Option Awards From Prior Years($) · · Plus: Change in Fair Value of Stock and Option Awards From Prior Years that Vested in the Covered Year($) · · Less: Fair Value as of Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year($) · · CAP to First PEO($) | |||||||||||||||
| 2024 | n/a | | n/a | | n/a | | n/a | | n/a | | n/a | | n/a | | n/a |
| 2023 | n/a | | n/a | | n/a | | n/a | | n/a | | n/a | | n/a | | n/a |
| 2022 | 6,276,069 | | (4,999,803) | | 5,167,325 | | — | | 190,398 | | 123,463 | | — | | 6,757,452 |
| 2021 | 8,528,433 | | (5,785,373) | | 6,891,998 | | — | | 630,983 | | 107,031 | | — | | 10,373,072 |
Second PEO SCT Total to CAP Reconciliation:
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| Fiscal Year · · SCT Total for Second PEO($) · · Less: SCT Total Equity (Stock Awards + Option Awards)($) · · Plus: Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year($) · · Plus: Fair Value as of Vest Date of Stock and Option Awards Granted and Vested in Covered Year($) · · Plus: Change in Fair Value of Outstanding and Unvested Stock and Option Awards From Prior Years($) · · Plus: Change in Fair Value of Stock and Option Awards From Prior Years that Vested in the Covered Year($) · · Less: Fair Value as of Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year($) · · CAP to Second PEO($) | |||||||||||||||
| 2024 | 14,302,581 | | (10,499,903) | | 17,212,207 | | — | | 8,342,349 | | 675,507 | | — | | 30,032,741 |
| 2023 | 8,054,094 | | (5,808,957) | | 6,417,116 | | — | | (286,448) | | (11,683) | | — | | 8,364,122 |
| 2022 | 9,204,332 | | (8,019,699) | | 7,168,073 | | 625,000 | | 53,564 | | (57,416) | | — | | 8,973,854 |
| 2021 | n/a | | n/a | | n/a | | n/a | | n/a | | n/a | | n/a | | n/a |
Non-PEO NEOs Average SCT Total to Average CAP Reconciliation:
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| Fiscal Year · · Average SCT Total for non-PEO NEOs($) · · Less: SCT Total Equity (Stock Awards + Option Awards)($) · · Plus: Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year($) · · Plus: Fair Value as of Vest Date of Stock and Option Awards Granted and Vested in Covered Year($) · · Plus: Change in Fair Value of Outstanding and Unvested Stock and Option Awards From Prior Years($) · · Plus: Change in Fair Value of Stock and Option Awards From Prior Years that Vested in the Covered Year($) · · Less: Fair Value as of Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year($) · · Average CAP to non-PEO NEOs($) | |||||||||||||||
| 2024 | 2,390,184 | | (986,649) | | 1,609,794 | | — | | 821,826 | | 239,781 | | | | 4,074,936 |
| 2023 | 1,699,688 | | (559,281) | | 617,862 | | — | | (36,114) | | 40,282 | | — | | 1,762,437 |
| 2022 | 1,851,310 | | (1,047,505) | | 1,078,377 | | — | | 3,532 | | (18,643) | | — | | 1,867,071 |
| 2021 | 1,766,966 | | (1,034,209) | | 1,159,225 | | — | | 58,941 | | 22,460 | | (540,061) | | 1,433,322 |
| (3) | Adtalem Total Shareholder Return (“TSR”) and Peer Group TSR assume a respective investment of $100 on June 30, 2020 in common stock and also assumes the reinvestment of dividends. Additionally, the Peer Group is weighted by the market capitalization of each component company. The Peer Group consists of American Public Education, Inc. (APEI), Graham Holdings Company (GHC), Grand Canyon Education, Inc. (LOPE), Laureate Education, Inc. (LAUR), Perdoceo Education Corporation (formerly known as Career Education Corporation) (PRDO), and Strategic Education, Inc. (formerly known as Strayer Education, Inc.) (STRA). It is consistent with the Peer Group described in our Form 10-K for fiscal year 2024. |
| (4) | Adtalem acquired Walden University on August 12, 2021 (during fiscal year 2022) and the timing of the acquisition is impacting Adtalem’s revenue growth percentages in fiscal year 2022 and 2023. |
MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES
Included below are the most important metrics used to link CAP to our NEOs for fiscal year 2024 and company performance.
| ● | Revenue Growth (which we selected as the “company selected measure” for purposes of the table set forth above |
| ● | Revenue |
| ● | Adjusted earnings per share |
| ● | Adjusted EBITDA margin |
Please see “Compensation Discussion & Analysis” for a description of our short-term and long-term executive compensation plans and our pay-for-performance philosophy, including more information on these performance measures and how they are taken into account in our executive compensation plans in determining compensation for our NEOs.
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| 66 2024 Proxy Statement | Adtalem Global Education Inc. |
RELATIONSHIP BETWEEN “COMPENSATION ACTUALLY PAID” AND COMPANY PERFORMANCE
Below are graphs showing the relationship between CAP to our First PEO, Second PEO, and the average of the CAP to ournon-PEONEOs in 2021, 2022, 2023, and 2024 and (1) Adtalem TSR, (2) our Net Income, and (3) our Revenue Growth. In addition, the first graph below compares our TSR and peer group TSR for the indicated years.
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| Adtalem Global Education Inc. | 2024 Proxy Statement 67 |
The foregoing disclosures related to Pay Versus Performance shall not be deemed incorporated by reference by any general statement incorporating this Proxy Statement by reference into any other Adtalem filing under the Securities Act or under the Exchange Act, except to the extent that Adtalem specifically incorporates the information by reference.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.