Adtalem Global Education Inc

15. Stock-Based Compensation

Adtalem’s current stock-based incentive plan is its Fourth Amended and Restated Incentive Plan of 2013, which is administered by the Compensation Committee of the Board. Under the plan, employees and directors are eligible to receive stock options, restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), and other forms of stock awards. As of September 30, 2024,2,166,973 shares of common stock were available for future issuance under this plan.

Stock-based compensation expense is recognized on a straight-line basis over the required service period. Adtalem accounts for stock-based compensation granted to retirement eligible employees that fully vests upon an employee’s retirement under the non-substantive vesting period approach. Under this approach, the entire stock-based compensation expense is recognized at the grant date for stock-based grants issued to retirement eligible employees. For non-retirement eligible employees, stock-based compensation expense is recognized over the requisite service period. We account for forfeitures of unvested awards in the period they occur. Adtalem issues new shares of common stock to satisfy stock option exercises, RSU vests, and PSU vests. Stock-based compensation expense is included in student services and administrative expense in the Consolidated Statements of Income. There wasno capitalized stock-based compensation cost as of September 30, 2024 and June 30, 2024.

Stock Options

Beginning in fiscal year 2023, the Compensation Committee of the Board determined to no longer grant stock options. Prior to fiscal year 2023, we granted stock options generally with afour-year graded vesting from the grant date and expireten years from the grant date. The following table summarizes stock option activity for the three months ended September 30, 2024:

The fair value of stock options that vested during the three months ended September 30, 2024 and 2023 was $1.3 million and $1.9 million, respectively. As of September 30, 2024, $0.3 million of unrecognized stock-based compensation expense related to unvested stock options is expected to be recognized over a remaining weighted-average period of 0.9 years. The total intrinsic value of stock options exercised for the three months ended September 30, 2024 and 2023 was $9.7 million and $0.1 million, respectively.

RSUs

Prior to fiscal year 2023, we granted RSUs generally with afour-year graded vesting from the grant date. Beginning in fiscal year 2023, we grant RSUs generally with athree-year graded vesting from the grant date. We also regularly grant RSUs to our Board members with aone-year cliff vest from the grant date. The fair value per share of RSUs is the closing market price of our common stock on the grant date. The following table summarizes RSU activity for the three months ended September 30, 2024:

The weighted-average grant date fair value per share of RSUs granted in the three months ended September 30, 2024 and 2023 was $74.83 and $42.98, respectively. Our annual grant of RSUs is expected to be granted in the second quarter of fiscal year 2025. The grant date fair value of RSUs that vested during the three months ended September 30, 2024 and 2023 was $11.4 million and $8.7 million, respectively. As of September 30, 2024, $11.3 million of unrecognized stock-based compensation expense related to unvested RSUs is expected to be recognized over a remaining weighted-average period of 1.4 years.

PSUs

We issue PSUs generally with athree-year cliff vest from the grant date. The fair value per share of PSUs is the closing market price of our common stock on the grant date. We estimate the number of shares that will vest under our PSU awards when recognizing stock-based compensation expense for each reporting period. The final number of shares that vest under our PSUs is based on metrics approved by the Compensation Committee of the Board. The following table summarizes PSU activity for the three months ended September 30, 2024:

The weighted-average grant date fair value per share of PSUs granted in the three months ended September 30, 2023 was $42.98. Our annual grant of PSUs is expected to be granted in the second quarter of fiscal year 2025. The grant date fair value of PSUs that vested during the three months ended September 30, 2024 and 2023 was $2.8 million and $4.1 million, respectively. As of September 30, 2024, $16.7 million of unrecognized stock-based compensation expense related to unvested PSUs is expected to be recognized over a remaining weighted-average period of 1.4 years.