Adtalem Global Education Inc
For the period ended Mar 31, 2025. Filed May 8, 2025.
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Mar 31, 2025 · Filed May 8, 2025
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Stock-Based Compensation
- 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 March 31, 2025,1,640,297 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 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 March 31, 2025 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 expire
ten years from the grant date. The following table summarizes stock option activity for the nine months ended March 31, 2025:
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · Weighted-Average · · | ||||||||||
| · · Number of · · · · Remaining · · Aggregate | ||||||||||
| · · Stock · · Weighted-Average · · Contractual Life · · Intrinsic Value | ||||||||||
| · · Options · · Exercise Price · · (in years) · · (in thousands) | ||||||||||
| Outstanding as of June 30, 2024 | 550,343 | | $37.34 | | | | | |||
| Exercised | (272,960) | | | 36.66 | | | | | ||
| Expired | | (1,325) | | | 36.46 | | | | | |
| Outstanding as of March 31, 2025 | 276,058 | | 38.01 | 5.7 | | $17,289 | ||||
| Exercisable as of March 31, 2025 | 233,250 | | $38.19 | 5.5 | | $14,566 | ||||
The fair value of stock options that vested during the nine months ended March 31, 2025 and 2024 was $1.3 million and $1.9 million, respectively. As of March 31, 2025, $0.1 million of unrecognized stock-based compensation expense related to unvested stock options is expected to be recognized over a remaining weighted-average period of 0.4 years. The total intrinsic value of stock options exercised for the nine months ended March 31, 2025 and 2024 was $10.6 million and $9.1 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 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 nine months ended March 31, 2025:
| · · · · · | |||
|---|---|---|---|
| · · · · Weighted-Average | |||
| · · Number of · · Grant Date | |||
| · · RSUs · · Fair Value | |||
| Unvested as of June 30, 2024 | 755,841 | | $40.51 |
| Granted | 213,390 | | 88.99 |
| Vested | (348,379) | | 40.05 |
| Forfeited | (40,870) | | 53.00 |
| Unvested as of March 31, 2025 | 579,982 | | $57.74 |
The weighted-average grant date fair value per share of RSUs granted in the nine months ended March 31, 2025 and 2024 was $88.99 and $44.23, respectively. The grant date fair value of RSUs that vested during the nine months ended March 31, 2025 and 2024 was $14.0 million and $10.9 million, respectively. As of March 31, 2025, $18.7 million of unrecognized stock-based compensation expense related to unvested RSUs is expected to be recognized over a remaining weighted-average period of 1.8 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 nine months ended March 31, 2025:
| | | | | | |
|---|---|---|---|---|---|
| · · · · Weighted-Average | |||||
| · · Number of · · Grant Date | |||||
| · · PSUs · · Fair Value | |||||
| Unvested as of June 30, 2024 | 629,770 | | $43.77 | ||
| Granted | | 167,050 | | | 89.74 |
| Vested | (83,357) | | 33.84 | ||
| Forfeited | (82,443) | | 43.65 | ||
| Unvested as of March 31, 2025 | 631,020 | | $57.27 | ||
The weighted-average grant date fair value per share of PSUs granted in the nine months ended March 31, 2025 and 2024 was $89.74 and $50.07, respectively. The grant date fair value of PSUs that vested during the nine months ended March 31, 2025 and 2024 was $2.8 million and $4.1 million, respectively. As of March 31, 2025, $27.8 million of unrecognized stock-based compensation expense related to unvested PSUs is expected to be recognized over a remaining weighted-average period of 1.7 years.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.