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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

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Proxy Statement Pursuant to Section 14(a) of

the
Securities Exchange Act of 1934 (Amendment No. )

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Under Rule 14a-12Pursuant to §240.14a-12

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Adtalem Global Education Inc.

(Name of Registrant as Specified In Its Charter)

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2  Adtalem Global Education Inc.

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About Us

#WEAREADTALEMWho We Are

Adtalem Global Education is a leader in post-secondary education and leading provider of professional talent to the healthcare industry. With a dedicated focus on driving strong outcomes that increase workforce solutions providerpreparedness, Adtalem empowers a diverse learner population to achieve their goals and make inspiring contributions to our global community. Adtalem is the parent organization of American University of the Caribbean School of Medicine, Association of Certified Anti-Money Laundering Specialists, Becker Professional Education, Chamberlain University, EduPristine, OnCourse Learning, Ross University School of Medicine, Ross University School of Veterinary Medicine, and Walden University.

STUDENT FOCUSED

Empowering individuals is the meaning behind our name – Adtalem Global Education. Adtalem (pronunciation: ad TAL em) is Latin for “To Empower.”​

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MISSION

VISION

VISION

PURPOSE

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We provide global

access to knowledge

that transforms lives and

enables careers.

To create a dynamic global

community of life-longlifelong learners

who improve the world.

We empower students
members and colleagues to

achieve their goals, find success,

and make inspiring contributions

to our global community.


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WE ARE
9
institutions and companies​

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MORE THAN
10,000
employees​

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WITH A PRESENCE INWE ARE
209
territories and countries*

5

institutions

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NEARLY

10,000

colleagues

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WITH A NETWORK OF MORE THAN

300,000 alumni

located in all 50 states – addressing nursing and physician shortages, particularly in underserved communities

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WITH

27

operating campuses

and satellite locations

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As of SeptemberOctober 1, 2021.2023

*Presence indicates employees, students, members or offices.

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Message from our Executive ChairmanPresident and CEO, Steve Beard

October 6, 2023Graphic

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To our Shareholders:

We entered fiscal year 2023 with a determined focus on seamlessly integrating our five like-kind post-secondary institutions in a way that created value for our stakeholders, enhanced our value propositions and competitive positioning and set us up for long-term success. Because of this focus, fiscal year 2023 will be remembered as a pivotal year for Adtalem. The work undertaken to integrate and simplify our operating model and realize durable efficiencies across the Board

October 8, 2021

To Our Shareholders:

Fiscal year 2021 was a yearenterprise is affording us the ability to sustainably invest to strengthen and accelerate the academic, operational and financial performance of significant progress and impact as we strengthened our position as a leading workforce solutions provider and healthcare educator. It is clear from our solid performance, robust educational offerings and partnerships, that our ability to truly make a difference in the lives of our students, add value for our employer partners and positively impact the communities we serve — remains strong and in demand.

All of this is possible because of our dedicated colleagues around the world. When the world sheltered from the pandemic, our organizational instincts — resiliency, responsiveness and change agility — carried us forward in an unwavering pursuit of our mission. These key cultural qualities enable us to thrive amidst ongoing changes in the world.

Despite lingering headwinds from COVID-19, our institutions. With an unwavering commitment to delivering outstanding student outcomes, we are expanding access to high-quality education, innovating with new learning modalities and developing curricula to prepare students to become practice-ready clinicians. Our new foundation will amplify our purpose-led mission for many years to come.

Our financial performance for the full year wasreflects the significant progress that we have made, surpassing expectations that we set at the onset of the year. The pandemic not only created challenges for traditional higher education, it also generated a heightened awareness of the widespread health disparities facing underserved communities across the U.S. As we settle into post-pandemic normalcy, our institutions – with a center of gravity in line withhealthcare and market leading scale – are well positioned to address these challenges. Furthermore, we exited the year returning to student enrollment growth across a myriad of our outlook. Our medicalprograms as demand for healthcare, social and healthcare institutions performed well, as student outcomesbehavioral health and veterinary medicine professionals is greater than ever before. We continue to drive demand forexecute on our programs, andcapital allocation priorities by strengthening our financial services businesses continuedposition—generating cash, reinvesting for future organic growth, optimizing capital structure and, importantly, returning excess capital back to capitalize onyou, our leading market positions and previous investments to drive operating performance.

Most notably, just after the close of the fiscal year, we finalizedowners, through share repurchases.

Advancing Health Equity

As a mission-driven organization, our acquisition of Walden University, which represented the culmination of a multi-year strategy to reposition the business as a leading healthcare education provider with unmatched scale and breadth. After several years of streamliningeconomic imperative is mutually reinforced by our portfolio through the divestiture of non-core assets, the Walden acquisition further positions Adtalem as a more strategically focused business with a greater emphasis on the rapidly growing healthcare sector.

As the need for more physicians and nurses continues to rise and improving health equity remains a global priority, Adtalem issocial imperative. We are uniquely positioned to scale sustainable workforce solutions. By engaging and supporting students from historically underrepresented groups and offering learning modalities that meet learners wherever they may be in life, our organization is well equippeddeliver highly qualified, diverse talent to meet the challenges and demands for thesehealthcare professions facing critical workforce sectors —shortages - and with industry-leading results.

Proudly,to do so at scale. With more than 300,000 alumni across our two medical institutions and nearly 10,000 colleagues dedicated to our mission, we graduated more than 1,000 physicians; first-time residency match rates were 92% for first-time eligible 2020-2021 graduates; more than 70%are already making a significant impact that will continue to grow as we grow.

Across the country, tensions and inequities are palpable, ranging from economic dynamics—such as inflation and the widening wealth gap—to social justice reform, judicial rulings impacting college admissions criteria, and the polarization of our 2019-2020 medical graduates chose to enter critical roles in primary care across all 50 U.S. states and Puerto Rico; and Chamberlain’s first-time NCLEX pass rates were over 91%. These outcomes demonstratepolitical beliefs. Amid this landscape, achieving health equity has emerged as one of the greatest challenges that our dedication has paid off, and we remain committed to building a pipeline of highly qualifiedface today, exacerbated by the talent to solve complex issuesdeficit in the healthcare industry.professions. At Adtalem, our mission, vision and values position us to be a force for good. We are investing to expand access, provide opportunity to a diverse community of learners who might have otherwise been overlooked, empower our students with the tools to succeed and support them as they become practicing clinicians in local and global communities.

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Adtalem Global Education Inc.

2023 Proxy Statement     1

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Table of Contents

In 2021, 84% of the total student population in our five degree-conferring institutions identified as female and 48% as a minority. Adtalem’s medical institutions graduate more than 100 Black/African American medical students annually, more than any other U.S. medical school. This level of diversity is imperative​

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Our post-secondary programs are rigorous, responsive to the workforce pipelineneeds of the healthcare industry and serve to expand access to attractive careers through the delivery of high-quality academic outcomes for our ability to increase health equity acrossmore than 75,000 students. Combined, American University of the communities we serve.

At Chamberlain, we expanded our physical footprint withCaribbean School of Medicine (AUC) and Ross University School of Medicine (RUSM) graduates had a new campus in Irwindale, California and built robust employer partnerships to make education more accessible98% first-time residency attainment rate for all. 2022-2023 graduates1. Chamberlain University launched an innovative Called-to-Care Scholars Program with LCMC Health in Louisiana. This program is the first-of-its-kind tuition-free nursing program — funded by LCMCleading grantor of Bachelor of Science in exchange for employment after graduation and passing the NCLEX. The program offers a targeted approachNursing (BSN) degrees to strengthening the pipeline of nurses and our increasing scale gives us the ability to service more partnerships like thisunderrepresented minority students in the future, a perfect exampleUnited States2, and Walden University is #1 among 380 accredited U.S. institutions for awarding research doctorates to African American students. And while ​veterinary medicine remains one of the least diverse professions in the U.S., ​over the past three years, 33% of Ross University School of Veterinary Medicine (RUSVM) graduates have been individuals of color. Advancing health equity—tackling systemic differences that exist in health status, access, and the distribution of resources which impact health outcomes—is at the core of everything we do.

Growth with Purpose

Looking ahead to fiscal year 2024, our workforce solutions providerGrowth with Purpose strategy in action.

With a concentration of online graduate-level healthcare programs that are complementary to Adtalem’s core offerings, Walden significantly expands our breadth and best-in-class modalities to further enable us to reimagine the future of healthcare education at a critical time in history. Adtalem’s family of institutions have nearly 140,000 total student enrollments, with 82% of students in online learning modalities. The addition of Walden also delivers onfurthers our commitment to provide greater access to education, particularly for students of diverse backgrounds and those from underrepresented demographics.

2021 Proxy Statement       1

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Message from our Executive Chairman of the Board

In 2021, we saw continued strong revenue growth in our Financial Services segment, with double-digit increases driven by our ability to capture the demand generated by strong secular tailwinds. More broadly in the segment, we are establishing prominent growth vectors to enable expansion and diversification into new markets, and investments in new offerings are positioning this segment for long-term growth.

With our focus shifting firmly towards the healthcare sector, we announced in August that we are exploring strategic alternatives for our Financial Services businesses. This is a natural progression of our workforce solutions strategy and is consistent with our long-standing commitment to delivering long-term shareholder value.

After such a pivotal year and with the need to keep strong momentum as we continue with our next phase of growth, I determined that the time was right for me to transition from my role as chairman and CEO to executive chairman of Adtalem’s board of directors. Steve Beard, previously our chief operating officer, succeeded me as president and CEO and joined our board. This decision followed a thorough board-led succession planning process, with the board unanimously agreeing that Steve is the right choice to provide the continuity and strategic insight needed to lead us through this next phase of our growth.

Steve has played a critical role in refining our leading workforce solutions strategy and repositioning our Financial Services segment for long-term, profitable growth. He has been instrumental in our acquisition of Walden and in the divestitures of DeVry University, Carrington College and Adtalem Brazil. There is no leader better suited than Steve to take us forward with strong momentum as we continue to amplify our social impact, expand access to high-quality educationunderserved communities and unlock even more possibilities for all.

deliver outstanding student outcomes. Over the pastnext three years, our focus is to drive organic growth through five years during my tenurepillars: enrollment, marketing, retention, pricing and programs. Growth with Purpose will further our position as CEO, wethe leading provider of professional talent to the healthcare industry.

I, and the entire leadership team, have made incredible progress. I am extremely proud and grateful for everyone at Adtalem; for everything we have accomplished and for supportingmore conviction than ever that our leading position in providing highly qualified, diverse healthcare talent to the repositioning of the company for growth. As executive chairman, I remain actively involved in our mission andU.S. healthcare system will continue to partner with Steve, the board andgrow. And as workforce shortages across this system continue to intensify, our leadership team to drive results and superior student outcomes.

Together, the strategic actions we took this year represent the beginning of the next chapter for Adtalem. A chapter in which we will continue our positive momentum to expandposition as a leading workforce solutions provider in a way thatsystemically important component to solving this challenge will enable us to drive even greater impact for our students, employer partners, communities and shareholders.only be amplified.

We are energized by the even greater role Adtalem plays in solving these worker shortages through the increased scale and differentiated capabilities made possible by our acquisition of Walden. We hope you join us in this excitement for our next chapter, and onOn behalf of the entire Adtalem Global Education team and Boardour board of Directors,directors, we thank you for your continued confidence in in—and support of—our mission.


Lisa W. Wardell
Executive Chairman​

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Steve Beard
President and Chief Executive Officer

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1First-time residency attainment rate is the percent of students attaining a 2023-24 residency position out of all graduates or expected graduates in 2022-23 who were active applicants in the 2023 NRMP match or who attained a residency position outside the NRMP match.

2       Adtalem Global Education Inc.Analysis is based on FY2021 IPEDS data downloaded on 09/15/2022.

Underrepresented minority includes students who identify as: American Indian or Alaska Native, Black or African American, Hispanic or Latino, Native Hawaiian or other Pacific Islander.

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2     2023 Proxy Statement

Adtalem Global Education Inc.

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Table of Contents

Proxy Summary

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Notice of Annual Meeting of Shareholders

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DATE AND TIME

PLACE

RECORD DATE

November 10, 2021
8, 2023
8:3000 a.m. Central Standard Time

Online check-in will be available beginning at 8:157:45 a.m. Central Standard Time. Please allow ample time for the online check-in process.

PLACE
The Annual Meeting will be held entirely online at: www.virtualshareholdermeeting.com/ATGE2021.ATGE2023.

RECORD DATE
September 24, 202122, 2023


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ITEMS OF BUSINESS

Board Voting

Recommendation

Proposal No. 1: Elect the directorsten nominees named in the attachedaccompanying Proxy Statement to serve as directors until the 20222024 Annual Meeting of Shareholders

FOReach
director nominee

Proposal No. 2: Ratify selection of PricewaterhouseCoopers LLP as independent registered public accounting firm

FOR

Proposal No. 3: Say-on-pay: Advisory vote to approve the compensation of our named executive officers (“NEOs”)

FOR

Proposal No. 4: Say-when-on-pay: Advisory vote to determine the frequency of shareholder advisory vote regarding compensation awarded to named executive officers

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FOR 1 YEAR

Proposal No. 5: Amend the Company’s Restated Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Officer Exculpation

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FOR

Shareholders will also consider such other business as may come properly before the Annual Meeting or any adjournment thereof.

To participate in the 20212023 Annual Meeting, you will need the 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials.

This notice and Proxy Statement, voting instructions, and Adtalem Global Education Inc.’s 20212023 Annual Report to Shareholders are being mailedfirst sent or given to shareholders beginning on or about October 8, 2021.6, 2023.


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Douglas G. Beck

Senior Vice President, General Counsel, and Corporate Secretary and Institutional Support Services

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

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VIA THE INTERNET

BY TELEPHONE

BY MAIL

VIRTUALLY

Visit the web sitewebsite listed on your proxy card

BY TELEPHONE

Call the telephone number on your proxy card

BY MAIL

Sign, date, and return your proxy card in the enclosed envelope

VIRTUALLY

Attend the Annual Meeting online at www.virtualshareholdermeeting.com/ ATGE2021.ATGE2023.


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Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on November 10, 2021. 8, 2023. Our Proxy Statement and the Adtalem Global Education Inc. Annual Report for 20212023 are available online at www.proxyvote.com or at our investor relations website, http://investors.adtalem.com/.investors.adtalem.com.

2021 Proxy Statement       3​

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Adtalem Global Education Inc.

2023 Proxy Statement     3

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Proxy Summary

This summary highlights selected information about the items to be voted on at the annual meeting.Annual Meeting. It does not contain all of the information that you should consider in deciding how to vote. You should read the entire proxy statement carefully before voting.

OUR BOARD OF DIRECTORS

Director Nominees

Director Nominees

Diverse mix of backgrounds, current and former CEOs, marketing and medical professionals, and a former finance executive at a leading global company.

Director
Since		Other Public
Company Boards		     Committee Memberships
          Name and Principal Occupation     Age               ACAAUDCOMERNG
Stephen W. Beard
President and CEO
Adtalem Global Education Inc.		502021
William W. Burke LEAD INDEPENDENT DIRECTOR
President and Founder,
Austin Highlands Advisors, LLC		6220172
Charles DeShazer INDEPENDENT
Director, Clinicals Products
Google Health		622021
Mayur Gupta1 INDEPENDENT
Chief Marketing & Strategy Officer
Gannett Co., Inc.		442021
Donna J. Hrinak INDEPENDENT
Senior Vice President,
Corporate Affairs,
Royal Caribbean Group		702018
Georgette Kiser INDEPENDENT
Operating Executive,
The Carlyle Group		5320183
Lyle Logan INDEPENDENT
Executive Vice President
and Managing Director,
The Northern Trust Company		6220071
Michael W. Malafronte INDEPENDENT
Former Managing Partner,
International Value
Advisers, LLC and President, IVA Funds		472016
Sharon L. O’Keefe INDEPENDENT
Retired President,
University of Chicago Medical Center		6920201
Kenneth J. Phelan INDEPENDENT
Former Chief Risk Officer.,
U.S. Department of Treasury		6220201
Lisa W. Wardell2
Executive Chairman of the Board
Adtalem Global Education Inc.		5220081

Director
Since

Other Public
Company Boards

 

Committee Memberships

 

Name and Principal Occupation

Age

 

 

AQC

AUD

COM

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Stephen W. Beard
President and CEO
Adtalem Global Education Inc.

 

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2021

 

 

 

 

 

 

 

 

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William W. Burke INDEPENDENT

President and Founder,
Austin Highlands Advisors, LLC

 

64

 

2017

 

2

 

 

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Mayur Gupta INDEPENDENT
Chief Marketing Officer
Kraken, Inc.

 

46

 

2021

 

 

 

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Donna J. Hrinak INDEPENDENT
Retired Senior Vice President,
Corporate Affairs,
Royal Caribbean Group

 

72

 

2018

 

 

 

 

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Georgette Kiser INDEPENDENT
Former Managing Director and CIO,
The Carlyle Group

 

55

 

2018

 

3

 

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Liam Krehbiel INDEPENDENT
Chief Executive Officer and Founder,
Topography Hospitality, LLC

 

47

 

2022

 

 

 

 

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Michael W. Malafronte INDEPENDENT
Chairman of the Board

Adtalem Global Education Inc.

Senior Advisor,
Derby Copeland Capital

49

 

2016

 

 

 

 

 

 

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Sharon L. O’Keefe INDEPENDENT
Retired President,
University of Chicago Medical Center

 

71

 

2020

 

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Kenneth J. Phelan INDEPENDENT
Senior Advisor
Oliver Wyman Inc.

 

64

 

2020

 

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Lisa W. Wardell
Former Chairman of the Board
Adtalem Global Education Inc.

 

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2008

 

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Academic Quality

Committee

Audit and Finance

Committee

Compensation
Committee

Compensation
Committee

External Relations

Committee

Nominating &

Governance Committee

Audit Committee

Financial Expert

Committee

Chair

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Mr. Gupta will join the Academic Quality and External Relations committees effective November 9, 2021.

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4     2023 Proxy Statement

Ms. Wardell is an ex officio member of each committee.

Adtalem Global Education Inc.

4       Adtalem Global Education Inc.​

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Proxy Summary

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BOARD HIGHLIGHTS

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Board Highlights

BOARD INDEPENDENCE

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SKILLS AND EXPERIENCE

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BOARD DIVERSITY

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BOARD INDEPENDENCE​

Adtalem Global Education Inc.

81.8%
of our current directors are independent, including our lead independent director (“Lead Independent Director”), each of our five committees are composed entirely of independent directors, and our CEO is the only member of management who serves as a director

2023 Proxy Statement     5

TENURE​

AGE

BOARD DIVERSITY

SKILLS AND EXPERIENCE



2021 Proxy Statement       5

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Proxy Summary

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CORPORATE GOVERNANCE HIGHLIGHTS

Shareholder Engagement

Shareholder Engagement

We conduct regular outreach and engagement with our shareholders and value their insight and feedback.

OUR OUTREACH

We reached out to our shareholders representing approximately 80%90% of shares owned.

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Ongoing Enhancements

Ongoing Enhancements

Our Board continually monitors best practices in corporate governance and, consistent with feedback from shareholders and other stakeholders, has taken the following actions in recent years:

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Appointed an independent Chairman of the Board
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Conducted a Board composition analysis to align the current and future skills and experiences represented on the Adtalem Board with the Company’s evolving strategic objectives
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Updated our Stock Ownership Guidelines to limit the type of equity awards that count toward compliance to only the pre-tax value of unvested restricted stock units

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2022

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Amended our Director Nominating Process to consider expertise on climate change, climate-related risks, and cybersecurity
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Amended the charters of our Audit and Finance, Compensation, and External Relations Committees to provide additional responsibility and oversight of environmental, social, and governance (“ESG”) matters
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Added a new director who is committed to improving equity in education for underserved communities

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2021

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●Continued to refresh
Refreshed our Board by adding three new directors including our new CEO and directorsa director with significant expertise in healthcare and digital marketing

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2020

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Refreshed our Board by adding two new directors with significant expertise in healthcare and financial servicesrisk oversight
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Amended the charter of our External Relations Committee to clarify its responsibilities for oversight of our sustainability strategy, including environmental and social policies

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2019

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Appointed a Lead Independent Director when our CEO was appointed as our Chairman of the Board
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Enhanced our proxy statement to focus on disclosures in key areas of investor interest
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Increased stock ownership requirements for our Chief Operating Officer and other executive officers

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2018

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Broadened our shareholder outreach program and increased Board involvement

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6     2023 Proxy Statement

2017Adtalem Global Education Inc.

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Ongoing Best Practices

BOARD COMMITTEES

●Adopted proxy access (3%, 3 years, group up to 20 shareholders, greater of 2 directors or 20%)
●Amended By-Laws to provide for majority voting with plurality carve out for contested elections•
●Approved Director resignation requirement upon change of principal job responsibilities
●Added a Lead Independent Director requirement when our Chairman of the Board is not independent
●Adopted outside Board service limits

6       Adtalem Global Education Inc.

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Proxy Summary

Ongoing Best Practices

BOARD COMMITTEES
✓We have five Board committees – Academic Quality, Audit and Finance, Compensation, External Relations, and Nominating & Governance, each of which typically meets at least four times per year
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The Chair of each committee, in consultation with the committee members, determines the frequency and length of committee meetings
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Our Board and each of its committees are authorized to retain independent advisors at Adtalem’s expense

DIRECTOR STOCK OWNERSHIP

✓
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60% of our non-employee directors’ annual compensation (excluding fees for other additional roles) is in the form of restricted stock units (“RSUs”)
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Our non-employee directors (other than those who are affiliated with our shareholders) are subject to a policy requiring their ownership of shares with a value equal to or in excess of three times their annual retainer

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CONTINUOUS IMPROVEMENT

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New directors receive a tailored, two-day, live training program about Adtalem and its institutions from management
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Our directors are encouraged to participate in director-oriented training and board education programs
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The Board annually undergoes a self-assessment process to critically evaluate its performance at a committee and Board level

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COMMUNICATION

✓
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Our Board promotesengages in open and frank discussions with each other and with senior management
✓
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Our directors have access to all members of management

2021 Proxy Statement       7​

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Adtalem Global Education Inc.

2023 Proxy Statement     7

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EXECUTIVE COMPENSATION HIGHLIGHTS

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●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

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Balanced compensation program aligning performance to interests of shareholders, students, and other stakeholders


Our Compensation Framework

20212023 COMPENSATION SNAPSHOT

Objective

Time

Horizon

Performance

Measures

Additional Explanation

Salary

(cash)

Base Salary

Reflect experience, market competition and scope of responsibilities

Reviewed Annually

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Assessment of performance in prior year. Given the challenges presented by the pandemic and in response
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Represents 12% to the unprecedented and evolving business landscape, we took a conservative approach and did not increase salaries for executives during fiscal year 2021.
●Represents 14% and 28%35% of target Total Direct Compensation for Ms. WardellMr. Beard and other NEOs (on average), respectively.

Annual

Incentive

(cash)

MIP

Reward achievement of short-term operational business priorities

1 year

●Revenue*
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Revenue
●
Adjusted EarningsEarnings Per Share*Share (“EPS”)*
●
Individual GoalsPerformance Modifier
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Represents 15% and 20%to 23% of target Total Direct Compensation for Ms. WardellMr. Beard and other NEOs (on average), respectively.

Long Term
Long-Term Incentive
(equity)

Stock Options

Reward stock price growth and retain key talent

4 year ratable

Stock price growth
●Represents 33.3% of NEO LTI granted in FY21

RSUs

Align interests of management and shareholders, and retain key talent

3 year ratable

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Stock price growth

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Represents 33.3%40% of NEO LTI granted in FY21FY23.**

ROICRevenue Growth PSUs

Reward achievement of multi-year financial goals, align interests of management and shareholders, and retain key talent

3 year cliff

●ROIC
Revenue Growth
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Represents 33.3%60% of NEO LTI granted in FY21FY23.**

EBITDA Margin PSUs
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FCF PSUs


●
EBITDA Margin
●FCF per share

*

A portion of the MIP

The Management Incentive Plan (“MIP”) payout for executive leadership of business segments and business unitsthe institutions is also based on the revenue and adjusted operating income at such executive’s business segment or business unit.institution.

**

The total long-term incentive (“LTI”) award consisting of both RSUs and PSUs represents 73% of target Total Direct Compensation for Mr. Beard and 42% of target Total Direct Compensation for other NEOs (on average).

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Proxy Summary

SUSTAINABILITY AND COMMUNITY RELATIONS

Adtalem is committed to a holistic approach to our communities, providing quality learning and working opportunities, caring for the places where we operate, and conducting our business in a transparent and responsible manner. We advanced our environmental, social, and governance (“ESG”)ESG strategy during fiscal year 20212023 and remained steadfastly focused on our overarching philosophy of stewardship.

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ADTALEM GLOBAL EDUCATION SUSTAINABILITY COMMITMENT

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Adtalem Global Education operates in a sustainable, ethical, and responsible manner as we increase access and equity in education and workforce training. Our solutions empower students and members to help address workforce needs in the healthcare and financial services industries. Adtalem is committed to protecting the environment, confronting the challenge ofincreasing climate change,awareness and resilience, continuously enhancingincreasing our diverse and inclusive culture, and investing in the well-being of the communities where we teach, learn, and work, globally.work.

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Environmental PracticesSocial PracticesGovernance Practices

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Environmental Stewardship

In fiscal year 2020 we launched a multi-year environmental initiative and established threegoals through 2024 that encompass our strategic goalsapproach to definereducing our Energy Conservation Measures and Green House Gas reduction activities through 2024. These initiatives have already resulted in reductions incarbon footprint, embracing renewable energy, and water usage.enhancing waste management practices. Through these goals, Adtalem has also implemented various initiativesis addressing environmental issues that help safeguard the environment and our communities.

Social Practices

As a global, scaled healthcare education enterprise, we are uniquely positioned to reduce wasteaddress the deep inequities and protectshortages across the ecosystems surrounding our officeshealthcare system. We remain focused on bridging this gap through increased access to education and campuses.

Our TEACH values—Teamwork, Energy, Accountability, Community,support for underrepresented students and Heart—shape how we work togetherby working directly with healthcare systems to fulfill our promise to students, members, and each other. Adtalem has created diversity and inclusion councils and task forces at itsplace qualified healthcare and medical institutions. These taskforces are addressing racism as a public health crisis. During 2021,professionals into critically needed positions. We do this by embracing the power of diversity, equity, and inclusion threads were woven intoand forging strong partnerships to educate students and provide essential workers to employer partners, all while maintaining our steadfast focus on helping improve communities and healthcare institutions’ curriculums and activities. We are committed to continuously reviewing the components of our educational programs, systems and processes to ensure we are addressing systemic bias within our institutions, as well as partnering with organizations that share our values to collectively address these challenges and have an intentional impact on the broader healthcare industry.systems.

Since 2016, under the leadership of Lisa Wardell, our Executive Chairman and former CEO, weGovernance Practices

We have notably increasedsignificant female and multicultural representation on our Board. We continue to engage in active Board refreshment and added three new directors in 2021 who bring significant healthcare2023 conducted a board composition analysis to align the current and marketing expertisefuture skills and deep knowledge of our operationsexperiences represented on the Adtalem Board with the Company’s evolving strategic objectives and strategy.enable Adtalem to proactively plan for ongoing Board refreshment.

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Community InvestmentEngagement and Philanthropy

Expanding Educational Access

Empower Scholarship Fund

As a mission-driven organization and responsible corporate citizen, our commitment to social impact goes beyond the classroom. We contribute tosupport charitable and civic organizations across the well-beingglobe that share our values by way of local communities through support of philanthropic organizationsthe Adtalem Global Education Foundation and student, faculty, and employee volunteer efforts.corporate philanthropy. Through corporate giving efforts, Adtalem provided over $354,000$221,671 to global community and civic partners in fiscal year 2021. Independent from the corporate giving efforts,2023. Additionally, the Adtalem Global Education Foundation awarded grants totaling over $893,000.$564,775 to support organizations that align with its focus areas of strengthening the pipeline to careers in healthcare, addressing healthcare disparities, increasing access to quality educational opportunities for underserved populations, and promoting economic growth through skills-based workforce development.

Adtalem hasExpanding Educational Access

We have created sustainable strategies to engage and support students from historically underrepresented groups and our intentional approach continues to yield industry-leading results. In 2021, 84%fiscal year 2023, 83% of the total student population in our fourfive degree-conferring institutions identified as female and 48%52% as people of color or ethnically diverse. Adtalem’s medical institutions graduate more than 100 Black/African American medicalWe are the largest grantor of nursing degrees in the U.S., the largest grantor of Bachelor of Science in Nursing, Master of Science in Nursing-Family Nurse Practitioner, and Doctor of Nursing Practice degrees to minority students annually,1 and the number one provider of Black MD graduates, more than any U.S. medical school.2 Our veterinarian school has an average of 400 graduates per year and in 2021 it produced over 8% of all U.S. graduates at U.S. and international schools.Furthermore, over the past three years, one of three graduates from our veterinarian school have been people of color. We have a unique opportunity to improve the state of healthcare by changing the face of those who deliver it.

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Empower Scholarship Fund

The Empower Scholarship Fund increased its total dollars and number of recipients by awarding $290,500 in scholarships to 111is another avenue through which we champion social impact efforts, supporting students including 32 first-generation college students and 14 single parents. The fund strives to keep education within reach by providing financial support to qualifying students. Established in 2000, the fund provides scholarships (restricted and unrestricted) to current students, especially those with the greatest need who have established a successful academic track record.in continuing their educational aspirations through their chosen programs at Adtalem institutions. During fiscal year 2023, the Empower Scholarship Fund awarded $301,700 in scholarships, and since 2016, it has provided 2,629 scholarships totaling more than $4.9 million.

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1 Analysis is based on FY2021 IPEDS data downloaded on 09/15/2022. Under-represented minority includes students who identify as: American Indian or Alaska Native, Black or African American, Hispanic or Latino, Native Hawaiian or other Pacific Islander.

2 Based on 2020-2021 data.

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9DIVERSITY, EQUITY, AND INCLUSION

At Adtalem, diversity, equity, and inclusion (DEI) is core to our mission. Our DEI commitments are far-reaching – from our emphasis on cultivating a workplace culture where differences are celebrated to our inclusive admission process and focus on advancing health equity in the communities we serve. We are proud to stand for equality and social justice at the enterprise level and across our family of institutions, and we remain committed to equipping a diverse community of learners to be the culturally aware professionals our communities desperately need.

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DIVERSITY AND INCLUSION

At Adtalem, we are committed to driving diversity at the top and creating an inclusive culture throughout the organization. To us, diversity and inclusion needs to be intentional to be impactful. We don’t just welcome differences, we celebrate them. In fact, we believe bringing together diverse teams and innovative ideas is the best way to serve our diverse students and members, and we work collaboratively, committed to the idea that inclusion leads to innovation and high performance.

BOARD DATA
LEADERSHIP DATA
The composition of our Board reflects our commitment to diversity.

The Adtalem senior leadership team is over 44% diverse when considering gender and ethnicity.

EMPLOYEE DATA1

STUDENT DATAMESSAGE FROM OUR PRESIDENT AND CEO, STEVE BEARD

Our global employee base is predominantly female and includes a strong minority representation.​

The student population at our Title IV institutions is similarly diverse in gender and ethnicity.​

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Please note: Board data is as of October 1, 2021; leadership and employee data is as of October 1, 2021 and represents those who chose to report. Student data is for fall 2021 enrollment at Adtalem’s Title IV institutions.

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1MESSAGE FROM OUR EXECUTIVE CHAIRMAN OF THE BOARD
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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PROXY SUMMARY

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Our Board of Directors

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Board Highlights

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Corporate Governance Highlights

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Executive Compensation Highlights

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Sustainability and Community Relations

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Diversity and Inclusion

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PROPOSAL NO. 1 ELECTION OF DIRECTORS

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Board Composition

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Director Nominating Process

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Board Succession Planning

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Board Structure and Operations

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Key Board Responsibilities

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Board Practices and Policies

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Director Compensation

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PROPOSAL NO. 2 RATIFY SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Selection and Engagement of Independent Registered Public Accounting Firm

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Pre-Approval Policies

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Audit Fees and Other Fees

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Audit and Finance Committee Report

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PROPOSAL NO. 3 SAY-ON-PAY: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (“NEOs”)

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Compensation Discussion & Analysis

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Compensation Committee Report

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EXECUTIVE COMPENSATION TABLES

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20212023 Summary Compensation Table

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20212023 Grants of Plan-Based Awards

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20212023 Outstanding Equity Awards at Fiscal Year-End

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20212023 Options Exercises and Stock Vested

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20212023 Nonqualified Deferred Compensation

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2023 Nonqualified Deferred Compensation Plan

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20212023 Potential Payments Upon Termination or Change-In-Control

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CEO Pay Ratio

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Pay Versus Performance

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Equity Compensation Plan Information

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73PROPOSAL NO. 4 DETERMINE THE FREQUENCY OF SHAREHOLDER ADVISORY VOTE REGARDING COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS

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PROPOSAL NO. 5 AMEND THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION

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VOTING SECURITIES AND PRINCIPAL HOLDERS

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Equity Compensation Plan Information

73Security Ownership of Certain Beneficial Owners

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Security Ownership by Directors and Executive Officers

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ADDITIONAL INFORMATION

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Voting Instructions

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Voting Information

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Proxy Solicitation

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Shareholder Proposals for 20222024 Annual Meeting

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Availability of Form 10-K

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Householding

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Delinquent Section 16(a) Reports

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Other Business

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A-1A-1

APPENDIX A – SUMMARY OF SPECIAL ITEMS EXCLUDED FOR PERFORMANCE ASSESSMENT

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PROPOSAL NO. 1

Election of Directors

PROPOSAL NO. 1
Election of Directors

The Board has nominated allten of Adtalem’s eleven sitting directors and recommends their re-election, each for a term to expire at the 20222024 Annual Meeting. All of the nominees have consented to serve as directors if elected at the Annual Meeting. Dr. Charles DeShazer has informed the Board that he is not standing for re-election and will retire from the Board at the Annual Meeting. Dr. DeShazer has served on the Adtalem Board since 2021 and the Board sincerely appreciates Dr. DeShazer’s service to Adtalem. Dr. DeShazer’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 a proxy in the accompanying form will be voted for the election of each of Stephen W. Beard, William W. Burke, Charles DeShazer, Mayur Gupta, Donna J. Hrinak, Georgette Kiser, Lyle Logan,Liam Krehbiel, Michael W. Malafronte, Sharon L. O’Keefe, Kenneth J. Phelan, and Lisa W. Wardell as directors unless otherwise specified in such proxy. A proxy cannot be voted for more than eleventen 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 principal occupation, business experience, and other information, including directorships in other public companies held as of the date of this Proxy Statement or within the previous five years. Under the heading “Relevant Experience,” we describe briefly the particular experience, qualifications, attributes, or skills that led to the conclusion that these nominees should serve on the Board. As explained below under the caption “Director Nominating Process,” the Nominating & Governance Committee looks at the Board as a whole, attempting to ensure that it possesses the characteristics that the Board believes are important to effective governance.

Approval by Shareholders

APPROVAL BY SHAREHOLDERS

You have the option to vote FOR, AGAINST or ABSTAIN with respect to the election of each director nominee. The election of each of the eleventen nominees for director listed below requires the affirmative vote of a majority of the shares of Common Stock of Adtalem represented at the Annual Meeting. Adtalem maintains a majority voting standard for uncontested elections (where(when the number of nominees is the same as the number of directors to be elected), so for a nominee to be elected as a member of the Board, the nominee must receive the affirmative vote of a majority of the shares of Common Stock of Adtalem represented at the Annual Meeting. Abstentions and broker non-votes, if any, will be counted as votes AGAINST each director nominee. See VOTING INFORMATION - Effect of Not Casting Your Vote. Shareholders may not cumulate their votes in the election of directors. If a nominee for re-election fails to receive the requisite majority vote where the election is uncontested, such director must promptly tender his or her resignation to Adtalem’s Chairman or Adtalem’s General Counsel and Corporate Secretary, subject to acceptance by the Board.

Unless otherwise indicated on the proxy, the shares will be voted FOR each of the nominees identified below.

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The Board of Directors recommends a vote FOR each of the nominees identified below.

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Proposal No. 1 Election of Directors

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BOARD COMPOSITION

Director Nominees

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Director Nominees

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Stephen W. Beard, Chief Executive Officer

President and CEO, Adtalem Global Education Inc.

Age: 50
52

Director since: 2021

Career Highlights

Mr. Beard was appointed Adtalem’s President and CEO and a director on our Board in September 2021. Previously, Mr. Beard served as Adtalem’s Chief Operating Officer (COO), responsible for the vision, leadership, and financial performance of Adtalem’s former Financial Services vertical. In addition, Mr. Beard led the company’s strategy, corporate development, government and regulatory affairs, investor relations, communications and civic engagement activities and mobilized a variety of operational and corporate initiatives to accelerate Adtalem’s global performance.

Prior to taking on the responsibility of COO in 2019 and responsibility for the former Financial Services vertical in 2020, Mr. Beard served as Senior Vice President, General Counsel and Corporate Secretary in 2018.

Prior to Adtalem, Mr. Beard was executive vice president, chief administrative officer and general counsel of Heidrick & Struggles International, Inc. (NASDAQ:HSII), where he directed global legal operations for the company and oversaw a variety of enterprise-level functions including strategy and corporate development.

Prior to joining Heidrick & Struggles, Mr. Beard was in private practice with Schiff Hardin, LLP in Chicago, where he was a member of the firm’s corporate and securities group, advising public and private companies in mergers and acquisitions, corporate finance and corporate governance matters.

Mr. Beard began his legal career as a law clerk for the Honorable Frank Sullivan, Jr. (ret.), associate justice of the Indiana Supreme Court.

Mr. Beard has been active in a variety of community and civic matters and currently serves on the board of the venture philanthropy fund, A Better Chicago.

Mr. Beard received his bachelor’s degree from the University of Illinois at Urbana-Champaign and his juris doctor degree from the Maurer School of Law at Indiana University.

Relevant Experience

Mr. Beard’s experience as our CEO and his prior service as Adtalem’s COO and General Counsel give him deep knowledge of Adtalem’s operations and strategy. Mr. Beard’s experience in refining Adtalem’s portfolio strategy, executing the DeVry University, Carrington College and Adtalem Brazil divestitures, and spearheading the acquisition of Walden University, coupled with his success in leading the Financial Services segment prior to its divestiture, have played an integral role in positioning Adtalem for long-term growth.

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Career HighlightsAdtalem Global Education Inc.

Mr. Beard was appointed Adtalem’s President and CEO and a director on our Board in September 2021. Previously, Mr. Beard served as Adtalem’s Chief Operating Officer (COO), responsible for the vision, leadership, and financial performance of Adtalem’s Financial Services vertical. In addition, Mr. Beard led the company’s strategy, corporate development, government and regulatory affairs, investor relations, communications and civic engagement activities and mobilized a variety of operational and corporate initiatives to accelerate Adtalem’s global performance.

Prior to taking on the responsibility of COO in 2019 and responsibility for the Financial Services vertical in 2020, Mr. Beard served as senior vice president, general counsel and corporate secretary in 2018.

Prior to Adtalem, Mr. Beard was executive vice president, chief administrative officer and general counsel of Heidrick & Struggles International, Inc. (NASDAQ:HSII), where he directed global legal operations for the company and oversaw a variety of enterprise-level functions including strategy and corporate development.

Prior to joining Heidrick & Struggles, Mr. Beard was in private practice with Schiff Hardin, LLP in Chicago, where he was a member of the firm’s corporate and securities group, advising public and private companies in mergers and acquisitions, corporate finance and corporate governance matters.

Mr. Beard began his legal career as a law clerk for the Honorable Frank Sullivan, Jr. (ret.), associate justice of the Indiana Supreme Court.

Mr. Beard has been active in a variety of community and civic matters and currently serves on the board of the venture philanthropy fund, A Better Chicago.

Mr. Beard received his bachelor’s degree from the University of Illinois at Urbana-Champaign and his juris doctor degree from the Maurer School of Law at Indiana University.

Relevant Experience2023 Proxy Statement     

Mr. Beard’s experience as a senior executive and his prior service as Adtalem’s COO and General Counsel give him deep knowledge of Adtalem’s operations and strategy. Mr. Beard’s experience in refining Adtalem’s portfolio strategy, executing the DeVry University, Carrington College and Adtalem Brazil divestitures, and spearheading the acquisition of Walden University-coupled with his success in leading the Financial Services segment-have played an integral role in positioning Adtalem for long-term growth.13

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Proposal No. 1 Election of Directors

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William W. Burke,Lead Independent Director

President and Founder, Austin Highlands Advisors, LLC

Age: 62
64
Director since: 2017

Committees:

Audit and Finance (Chair)

Compensation

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Career Highlights

Mr. Burke has been a director of Adtalem since January 2017. He has served as our Lead Independent Director sincefrom July 2019.2019 through November 2022. Since November 2015, Mr. Burke has served as President of Austin Highlands Advisors, LLC, a provider of corporate advisory services. He served as Executive Vice President & Chief Financial Officer of IDEV Technologies, a peripheral vascular devices company, from November 2009 until the company was acquired by Abbott Laboratories in August 2013. From August 2004 to December 2007, he served as Executive Vice President & Chief Financial Officer of ReAble Therapeutics, a diversified orthopedic device company which was sold to The Blackstone Group in a going private transaction in 2006 and subsequently merged with DJO Incorporated in November 2007. Mr. Burke remained with ReAble Therapeutics until June 2008. From 2001 to 2004, he served as Chief Financial Officer of Cholestech Corporation, a medical diagnostic products company.

Mr. Burke received his bachelor’s degree in Finance from The University of Texas at Austin and an MBA from The Wharton School of the University of Pennsylvania.

Board Service

Mr. Burke has served on numerous public and private company boards including serving as a board chairman and a lead independent director. Since June 2022, he has served on the board of directors of Ceribell Inc., a privately-held medical technology company. Mr. Burke currently serves as the chair of Ceribell’s audit committee. He has served on the board of Tactile Systems Technology, Inc. (Nasdaq: TCMD) since 2015 and currently serves as Chairman of the Board. Since 2021, he has served on the board of directors and as chair of the audit committee of EQ Health Acquisition Corp. (NYSE:EQHA). He previously served on the board of Invuity, Inc. (acquired by Stryker Corp. in 2018), LDR Holding Corporation (acquired by Zimmer Biomet in July 2016), and Medical Action Industries (acquired by Owens & Minor in October 2014).

Relevant Experience

Mr. Burke’sBurke has significant experience as a senior executive and as a board member of multiple public companies, and hisincluding growth-oriented healthcare technology companies. His extensive understanding of culture, financing, acquisition and operating strategy, enhances the Board’s capabilities from both a strategiccorporate governance and governance perspective.strategy capabilities.

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Proposal No. 1 Election of Directors

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Dr. Charles DeShazer, Independent
Director, Clinical Products, Google Health

Age: 62
64
Director since: 20212017

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Audit and Finance (Chair)
Compensation

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Mayur Gupta,Independent
Chief Marketing Officer, Kraken, Inc.

Age: 46
Director since: 2021

Committees:

Academic Quality

External Relations

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Career Highlights

Dr. DeShazer is the Director, Clinical Products for Google Health where he helps lead the design and implementationMr. Gupta has been director of an intelligent suite of tools that help healthcare providers deliver better patient care. He previously was the Senior Vice President and Chief Medical Officer of Highmark, Inc., one of the largest insurance organizations in the United States from 2017 toAdtalem since August 2021. In this role he oversaw the company’s clinical strategy, overall medical leadership and provided oversight of Highmark Inc.’s strategic direction and processes related to health care quality, efficiency and cost improvement. Additionally, as the CMO for the primary division of Highmark Health, Dr. DeShazer also interacted regularly with the smaller health division, Allegheny Health Network, as well as Penn State Health, a large academic health system governed jointly by Penn State University and Highmark Health through a significant minority ownership investment. Prior to joining Highmark, Dr. DeShazer served asMr. Gupta has been the Chief QualityMarketing Officer for BayCare Health System from 2012-2016. From 2010-2012Kraken, Inc., a U.S.-based cryptocurrency exchange and bank, since April 2022. Previously, he served as Vice President, Medical Information, Quality and Transformation for Dean Health System.

Relevant Experience

Dr. DeShazer’s leadership experience across the healthcare services ecosystem, coupled with his background as a board-certified M.D. in internal medicine, assists Adtalem and its Board in executing on the strategy of becoming a leading provider of workforce solutions to the rapidly evolving healthcare industry.

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Proposal No. 1 Election of Directors

Mayur Gupta, Independent
Chief Marketing & Strategy Officer, Gannett Co., Inc.

Age: 44
Director since: 2021

Committees:
Academic Quality (effective November 9, 2021)
External Relations (effective November 9, 2021)

Career Highlights

Mr. Gupta iswas the Chief Marketing & Strategy Officer for Gannett Co., Inc. (NYSE:GCI), a subscription-led and digitally focused media and marketing solutions company (“Gannett”). Mr. Gupta overseeswas responsible for leading the marketing strategytransformation and subscription-based transformation for several portfolios, which include USA TODAY, localgrowth of Gannett from the largest news media organizations in 46 states in the U.S., and Newsquest,company to a wholly owned subsidiary with over 120 local media brands operating in the United Kingdom. Before assuming his current rolecontent subscription platform. Mr. Gupta joined Gannett in September 2020,2020. Mr. Gupta served on the board of directors of Gannett sincefrom October 2019.2019 until September 2020 when he stepped down from the board to become the Chief Marketing & Strategy Officer.

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Prior to joining Gannett, Mr. Gupta served as the Chief Marketing Officer for Freshly, a growing food-technology company, from January 2019 until September 2020, where he oversaw all consumer-faced marketing, including driving growth, building the brand, and enhancing the company’s consumer insights. Before joining Freshly, Mr. Gupta led digital initiatives at several companies, including from October 2016 to January 2019 as Vice President, Growth and Marketing at Spotify, the on-demand streaming music giant,media services provider, and from August 2015 to September 2016 as Executive Vice President, Chief Marketing Officer and earlier as Senior Vice President, Omni-Channel Consumer Marketing and Head of Digital Platforms at Healthgrades, a healthcare scheduling company. From August 2012 throughto July 2015, Mr. Gupta was the first Chief Marketing Technologist at Kimberly-Clark, one of the largest consumer goods companies. For the preceding 12-years, from 2001 to 2012, he was a Technology Leader at SapientNitro (now part of Publicis).

Mr. Gupta was recently named to Forbes World’s Most Influential CMOsChief Marketing Officers list for 2021.

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Relevant Experience

Mr. Gupta’s expertise across the digital marketing space, in combination with his background in technology, will helpis helping the Board drive the Company’s next phase of growth and impact. Mr. Gupta’s ability to implement data-driven strategies to drive business growth and increase shareholder value will assist the Company in developing its own growth plans.

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Proposal No. 1 Election of Directors

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Donna J. Hrinak, Independent

Retired Senior Vice President, Corporate Affairs, Royal Caribbean Group

Age: 70
72
Director since: 2018

Committees:

External Relations (Chair)
Audit and Finance

Nominating & Governance (Chair)
Audit and Finance

Career Highlights

Ms. Hrinak has been a director of Adtalem since October 2018. Ms. Hrinak has served as Senior Vice President, Corporate Affairs, Royal Caribbean Group since August 2020.from 2020 through 2023. Previously she served as President of Boeing Latin America (2011-2020) where she opened Boeing’s first three offices in the region and oversaw all aspects of operations, from commercial and defense product sales to research and technology. She camePrior to Boeing, from her roleshe served as Vice President Global Public Policy and Governmental Affairs/Vice President for Public Policy at PepsiCo (2008-2011) and also held a role at Kraft Foods (2006-2008), where she managed the Latin American and European Corporate Affairs teams. Prior to that, she served as a Senior Counselor for Trade and Competition at the law firm of Steel Hector & Davis and held a role with the strategic advisory firm of Kissinger McLarty Associates.

Before entering the private sector, Ms. Hrinak was a career officer in the U.S. Foreign Service, and served as U.S. Ambassador to Brazil, Venezuela, Bolivia, and the Dominican Republic, as well as Deputy Assistant Secretary in the State Department.

She holds a bachelor’s degree in Multidisciplinary Social Science from Michigan State University and also attended The George Washington University and the University of Notre Dame School of Law.

Relevant Experience

Ms. Hrinak’s extensive experience at a senior level in both the public and private sectors overseeing complex multi-cultural organizations and regulatory policy brings insight to the Board directly applicable to Adtalem’s regulatory environment and the organization’s international scope.operations of its institutions.

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Table of Contents

Proposal No. 1 Election of Directors

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Georgette Kiser,Independent
Operating Executive,
Former Managing Director and CIO, The Carlyle Group

Age: 53
55
Director since: 2018

Committees:

External RelationsAcademic Quality (Chair)

Nominating & Governance

Career Highlights

Ms. Kiser has been a director of Adtalem since May 2018. Ms. Kiser is an Operating Executiveoperating executive/independent advisor who helps lead due diligence and technical strategies across various private equity and venture capital firms. Previously, she was managing director and chief information officer (CIO) at The Carlyle Group, where she is advising across the firm and in particular,responsible for leading the firm’s Global Technologyglobal technology and Solutions organization. Ms. Kiser previously served as the firm’s Managing Directorsolutions organization and Chief Information Officer. driving IT strategies. Prior to her role at The Carlyle Group, she was in various executive roles at T. Rowe Price from 1996 to 2015, including Vice President and Head of Enterprise Solutions and Capabilities. She was a consultant and Software Engineer at Martin Marietta Management Data Systems from 1993 to 1995, and a Software Design Engineer in the Aerospace Division of the General Electric Company from 1989 to 1993.

She​

Ms. Kiser received a bachelor’s degree in Mathematics with a concentration in Computer Science from the University of Maryland, a M.S. in Mathematics from Villanova University, and an MBA from the University of Baltimore.

Board Service

Starting inSince 2019, Ms. Kiser has served on the boards of Aflac (NYSE: AFL), a leading supplemental insurer, Jacobs (NYSE: JEC), a leading, global professional services company, and NCR Corporation (NYSE: NCR), an American software, professional services, consulting and tech company. She serves on the audit and risk committee and compensation committeescommittee for Aflac, the compensation committee and nominating and corporate governance committee for Jacobs, and on the governance committee and chair of the risk committee at NCR.

Relevant Experience

Ms. Kiser’s experience in information technology at the senior leadership level in organizations with an international reach brings expertise to Adtalem which will enhance both the Board’s oversight of its business as well as Adtalem’s internal technology matters.

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Proposal No. 1 Election of Directors

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Lyle Logan, Liam Krehbiel,Independent

Chief Executive Vice PresidentOfficer and Managing Director, The Northern Trust CompanyFounder, Topography Hospitality, LLC

Age: 62
47
Director since: 20072022

Committees:

Academic Quality (Chair)
Compensation
Nominating & GovernanceAudit and Finance
External Relations
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Career Highlights

Mr. LoganKrehbiel has been a director of Adtalem since November 2007.June 2022. In 2021, Mr. Logan has been Executive Vice PresidentKrehbiel founded Topography Hospitality, LLC, and Managing Director, Global Financial Institutions Group of The Northern Trust Company since 2009. He previously served as Senior Vice President and Head of Chicago Private Banking within the Personal Financial Services business unit of The Northern Trust Company from 2000 to 2005. Prior to 2000, he was Senior Vice President in the Private Bank and Domestic Portfolio Management Group at Bank of America.

Mr. Logan received his bachelor’s degree in Accounting and Economics from Florida A&M University and his Master’s Degree in Finance from the University of Chicago Graduate School of Business.

Board Service

Mr. Logan has served as its Chief Executive Officer since then. He is also the co-managing partner of Ballyfin Demesne, a luxury hotel in Ireland, which opened in 2011. In 2010, Mr. Krehbiel founded A Better Chicago, a not-for-profit corporation and venture philanthropy fund, and currently serves as Chair of its Board. A Better Chicago's mission is to build a more equitable city for Chicago's young people and future generations. Mr. Krehbiel served as the Chief Executive Officer of A Better Chicago from 2010 until May 2019. From 2007 to 2010, Mr. Krehbiel was a management consultant at Bain and Company. Prior to joining Bain, Mr. Krehbiel worked with the Edna McConnell Clark Foundation in New York.

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Mr. Krehbiel received a Master of Business Administration degree with a major in business administration and a double concentration in finance and marketing from Northwestern University's Kellogg School of Management. He received his Bachelor of Arts degree from Dartmouth College.

Board Service

In addition to serving as the Chair of A Better Chicago, Mr. Krehbiel is a director of Heidrick & Struggles International Inc. (Nasdaq: HSII), an international executive search firm, since 2015. In additionthe Civic Consulting Alliance and a trustee of The Civic Federation.

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Relevant Experience

Mr. Krehbiel’s commitment to beingimproving equity in education for underserved communities closely aligns with Adtalem’s mission of expanding access to education and improving health equity. Mr. Krehbiel has spent most of his career as a venture philanthropist dramatically improving educational opportunities for low-income students by funding and scaling the lead independent director at Heidrick & Struggles International Inc., he also servesmost effective schools and programs in the Chicago area. This experience adds depth and insight as Adtalem continues to focus on serving its auditstudents and finance committee and nominating and board governance committee.

Relevant Experience

Mr. Logan’s experienceemployers in senior leadership positions with leading banking and investment management organizations adds perspective and an understanding of global investment markets to the Board’s consideration of finance and investment management matters.growing healthcare education industry.

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Michael W. Malafronte, Independent

Chairman of the Board, Adtalem Global Education Inc.

Senior Advisor, Derby Copeland Capital
Former Managing Partner, International Value Advisers and President of IVA Funds

Age: 47
49
Director since: 2016

Committees:
Compensation (Chair)
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Career Highlights

Mr. Malafronte has been a director of Adtalem since June 2016. Mr. Malafronte has served as a Senior Advisor to Derby Copeland Capital since September 2022. Derby Copeland is a private equity firm that specializes in opportunistic real estate related debt financing and equity investment. Mr. Malafronte is a Founding Partner of International Value Advisers, LLC (“IVA”) and served as Managing Partner for 13 years until December 2020. He was responsible for overseeing all aspects of IVA, including company strategy and managing resources. He also served as President of IVA Funds. Prior to founding IVA in 2007, Mr. Malafronte was a Senior Vice President at Arnhold and& S. Bleichroeder Advisers, LLC where he worked for two years as a senior analyst for the First Eagle Funds, owned by Arnhold & S. Bleichroeder Advisers, LLC.Funds. There he worked under Charles de Vaulx and Jean-Marie Eveillard within the Global Value Group for the value funds, including the First Eagle Overseas, Global, U.S. Value Funds as well as the offshore funds, inclusive of the Sofire Fund Ltd. Similarly, he was responsible for covering the oil and gas, media, real estate, financial services, and retail industries on a global basis, as well as companies within the United Kingdom, Germany, and Japan. Moreover, Mr. Malafronte was responsible for covering the larger names within the portfolio such as Pargesa Holdings, ConocoPhillips, Petroleo Brasileiro, SK Corp., News Corp., Dow Jones, and Comcast.

Prior to the First Eagle Funds, Mr. Malafronte worked for nine years as a Portfolio Manager at Oppenheimer & Close, a dually-registered broker dealer and investment adviser; an adviser on three domestic hedge funds, one offshore partnership and a registered investment adviser and broker dealer. While at Oppenheimer & Close, Mr. Malafronte assisted in the launch of a domestic hedge fund in 1996 and an offshore partnership in 1998. Mr. Malafronte was responsible for all facets of portfolio management for the investment partnerships, including idea generation, in-depth research, and stock selection. In addition, to that, he was also responsible for hiring and training both operations staff and research analysts.

Mr. Malafronte earned his bachelor’s degree in Finance from Babson College.

Board Service

Mr. Malafronte has previously served on the boards of two publicly traded companies: Bresler & Reiner Inc. (2002-2008) and Century Realty Trust (2005-2006).

Relevant Experience

Mr. Malafronte’s experience as a financial analyst covering institutions globally, and as a founder of a global investment firm, provides the Board with a firm understanding of Adtalem’s shareholders’ perspective and deeply informs Adtalem’s financial planning.

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Sharon L. O’Keefe, O’Keefe, Independent

Retired President, University of Chicago Medical Center

Age: 69
71
Director since: 2020

Committees:

Academic Quality
Nominating & Governance (Chair)

Compensation

Career Highlights

Ms. O’Keefe served as the President of the University of Chicago Medical Center from February 2011 through July 2020. From April 2009 through February 2011, Ms. O’Keefe served as President of Loyola University Medical Center. Prior to her role at Loyola, she served from July 2002 to April 2009 as Chief Operating Officer for Barnes Jewish Hospital, a member of BJC Healthcare, St. Louis. In addition, Ms. O’Keefe has served in a variety of senior management roles at The Johns Hopkins Hospital, Montefiore Medical Center, University of Maryland Medical System, and Beth Israel Deaconess Medical Center in Boston, a teaching affiliate of Harvard Medical School. She has also served as a healthcare consultant with Ernst & Young. In addition, Ms. O’Keefe has served on the National Institutes of Health Advisory Board for Clinical Research, the Finance Committee of the National Institutes of Health Advisory Board, the Board of Trustees of the Illinois Hospital Association, and an Examiner for the Malcolm BaldridgeBaldrige National Quality Award.

Ms. O’Keefe holds a M.S. degree in Nursing from Loyola University of Chicago and a B.S.bachelor’s degree in Nursing from Northern Illinois University.

Board Service

Since 2012March 2022, Ms. O’Keefe has served ason the board of directors of Conva Tec Group PLC, a directorglobal medical products and technologies company focused on therapies for the management of chronic conditions. From July 2022 to May 2023, Ms. O’Keefe served on the board of directors of Apollo Endosurgery, a medical technology company focused on development of minimally invasive devices for advanced endoscopy therapies. From 2012 until February 2022, Ms. O’Keefe served on the board of directors of Vocera Communications Inc. (NYSE: VCRA), a provider of communication and clinical communications and workforce solutions, where she iswas a member of the compensation committee. Ms. O’Keefe previously served on the board of Aviv Reit Inc. from 2013 throughto 2015.

Relevant Experience

Ms. O’Keefe’s prior leadership roles at numerous medical centers including the University of Chicago Medical Center and Loyola University of Chicago Medical Center and as a board member of other public companies provide the Board with insights into how Adtalem can best serve the needs of our employer partners and drive superior student outcomes for our healthcare and medical students and graduates.

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Kenneth J. Phelan,Independent
Former Chief Risk Officer, United States Department of Treasury
Senior Advisor, Oliver Wyman Inc.

Age: 62
64
Director since: 2020

Committees:

Compensation
(Chair)
External Relations

Career Highlights

Mr. Phelan has been a Senior Advisor at Oliver Wyman Inc., a global management consulting firm, since 2019. Prior to that he served as the first Chief Risk Officer for the United StatesU.S. Department of the Treasury (“Treasury”) from 2014 to 2019. As Chief Risk Officer of the Treasury, he was responsible for establishing and building the Treasury’s Office of Risk Management to provide senior Treasury and other administration officials with analysis of key risks including credit, market, liquidity, operational, governance, and reputational risk. From 2018 to 2019, Mr. Phelan also served as Acting Director for the Office of Financial Research, an independent bureau within the Treasury charged with supporting the Financial Stability Oversight Council and conducting research about systemic risk. Prior to joining the Treasury, Mr. Phelan served as the chief risk officer for RBS America from 2011 to 2014, as chief risk officer for Fannie Mae from 2009 to 2011, and as chief risk officer for Wachovia Corporation from 2008 to 2009. Earlier in his career, Mr. Phelan held a variety of senior risk roles at JPMorgan Chase, UBS, and Credit Suisse.

Mr. Phelan holds a bachelor’s degree in Business Administration and Finance from Old Dominion University, a M.S. in Economics from Trinity College, Dublin, and a J.D. from Villanova University.

Board Service

Since 2019 Mr. Phelan has served as a director of Huntington Bancshares, Inc. (NASDAQ. HBAN), a regional bank holding company whose primary subsidiary is The Huntington National Bank. Mr. Phelan is a memberthe Chair of Huntington’s risk oversightcommittee and serves on its human resources and compensation committees.committee.

Relevant Experience

Mr. Phelan’s expansive financialPhelan possesses broad risk oversight expertise and risk management experience. His knowledge and experience assistsstrengthen the Board in its oversight of ourBoard’s governance and risk portfolio and adds valuable perspective as we enhance and expand our global financial services offerings to serve customers’ governance, risk, and compliance needs.oversight.

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Proposal No. 1 Election of Directors

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Lisa W. WardellExecutive Chairman
Executive
Former Chairman of the Board, Adtalem Global Education

Age: 52
54
Director since: 2008

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Committees:
Academic Quality
External Relations

Career Highlights

Ms. Wardell has been a director of Adtalem since November 2008. She servedis a business executive with more than 25 years of experience managing business strategy, operations, finance, and mergers and acquisitions, while driving shareholder value, stakeholder engagement, and company mission. After a successful five-year run as the PresidentAdtalem’s president and CEO of Adtalem from 2016 through September 2021. She was appointed(2016-2019) she transitioned to CEO and Chairman of the Board in 2019(2019-2021) and Executive Chairman (2021-2022). Through her commitment to high performance and positive social impact, Ms. Wardell’s leadership has resulted in September 2021.superior outcomes for Adtalem’s students and significant value creation for shareholders and positioned the company for long-term growth. Under her leadership, gender and ethnic diversity increased at the Adtalem Board to 67%. Ms. Wardell has also led the higher education sector in implementing new standards in transparency and financial literacy, and in cultivating quality partnerships to fill critical global healthcare workforce needs.

Prior to Adtalem, Ms. Wardell was previously the Executive Vice Presidentexecutive vice president and Chief Operating Officer ofchief operating officer for The RLJ Companies (“RLJ”), a diversified holding company with portfolio companies in the financial services, asset management, real estate, hospitality, media and entertainment, and gaming industries for 12 years. InCompanies. During her roletenure at RLJ, Ms. Wardell closed $40 million in automotive dealershipmanaged acquisitions and served asexecuted the Executive Vice Presidentformation of RML Automotive, the 19th largest automotivea dealership groupnetwork spanning seven states with over $1.5 billion in annual revenues. She also worked extensively in the U.S. Shemedia, entertainment, sports, gaming, and hotel industries, which included assisting with the founding and managing of Our Stories Films Studio and managing the now Charlotte Hornets (previously Charlotte Bobcats). Ms. Wardell also served on the Boardboard of Naylor,the NBAPA, Inc., an RLJ Equity Partners’ portfolio company. In addition, Ms. Wardell served as the primary RLJ fundraiser for a $610 million money management fund and managed a hotel development project in West Africa. In 2010, Ms. Wardell served asfor-profit portion of the Chief Financial Officer of a special purpose acquisition company that formed RLJ Entertainment, Inc., where she subsequently served as a director.NBA Players Association, from 2018 to 2021. Prior to joining The RLJ Companies, Ms. Wardell was a Principalprincipal at Katalyst Venture Partners, a private equity firm that invested in start-up technology companies, in the media and communications industries from 1999 to 2003. From 1998 to 1999, Ms. Wardell worked as a senior consultant forat Accenture a global management consulting,in the organization’s communication and technology services, and outsourcing company. From 1994 to 1996, practice.

Ms. Wardell was an attorney with the Federal Communications Commission where she worked in the commercial wireless division.

Ms. Wardell receivedearned her undergraduate bachelor’s degree in Political Science and African studies from Vassar College and her J.D.law degree from Stanford University, andLaw School. She earned her Master’s DegreeMBA in Finance and Entrepreneurial Management from Thethe Wharton School of Business at the University of Pennsylvania.

Among numerous recognitions, she was selected by Black Enterprise magazine as one of the “300 Most Powerful Executives in Corporate America” (2017) andMs. Wardell has been featured on Savoy Magazine’s™ Power 300: Most InfluentialCNBC and Cheddar as well as in The Wall Street Journal, Washington Post, Business Insider, Black Corporate Directors list (2017Enterprise, and 2016). other publications.

Board Service

Ms. Wardell is often featured for her strategic insights by media outlets, including Bloomberg, Fortune, Politico, Investor’s Business Daily, Inside Higher Ed, and the Chronicle of Higher Education, among others.

Board Service

In addition to her work at Adtalem, Ms. Wardell has servedserves on the board of American Express (NYSE:AXP), a Fortune 100 company, since 2021.. She served on the board of Lowe’s Companies, Inc. (NYSE:LOW) from March 2018 to March 2021 and GIII Apparel Group, Ltd. (NasdaqGS:GIII) from March 2022 to June 2023. She is also a vice chair, executive committeemember of The Business Council, and Co-Chair of the Alvin Ailey DC Foundation. A fierce advocate for diversity and inclusion and access to education at scale across diverse communities, Ms. Wardell also is a member of the board of the Economic Club of Chicago, the Executive Leadership Council, CEO Action for Diversity and Inclusion and the Fortune CEO Initiative. Ms. Wardell served on the board of directors of Christopher and Banks, Inc. from 2011 to 2017. She also served as a director of RLJ Entertainment, Inc. from 2012 to 2015.

Relevant Experience

Ms. Wardell’s prior roleroles as CEO of Adtalem and her current responsibilities as Executive Chairman give her deep and current knowledge of Adtalem’s academic and business operations and strategy and make her an essential member ofenhances the Board.Board’s operations. Additionally, her experience as a senior business executive in private equity, operations, and strategy and financial analysis, including mergers and acquisitions, together with her previous experience with a federal regulatory agency, give her important perspectives on the issues that come before the Board. These includeBoard, including business, strategic, financial, and regulatory matters.

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Proposal No. 1 Election of Directors

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DIRECTOR NOMINATING PROCESS

The Nominating & Governance Committee is responsible for making recommendations of nominees for directors to the Board. The Nominating & Governance Committee’s goal is to put before our shareholders candidates who, with the incumbent directors, will constitute a board that has the characteristics necessary to provide effective oversight for theAdtalem’s growing, complex, and global educational operations of Adtalem and reflect the broad spectrum of students and members that Adtalem serves. The Nominating & Governance Committee seeks a diversity of thought, background, experience, and other characteristics in its candidates. To this end, Adtalem’s Governance Principles provide that nominees are to be selected on the basis of, among other things, knowledge, experience, skills, expertise, diversity, personal and professional integrity, business judgment, time availability in light of other commitments, absence of conflicts of interest, and such other relevant factors that the Nominating & Governance Committee considers appropriate in the context of the interests of Adtalem, its Board, and its shareholders.

BOARD SUCCESSION PLANNING

We are committed to ensuring that our Board represents the right balance of experience, tenure, independence, age, and diversity. Additionally, our Governance Principles provide that a director is required to retire from our Board when he or she reaches the age of 72, although on the recommendation of the Nominating & Governance Committee, our Board may waive this requirement if a waiver is in the best interests of Adtalem. Over the last six years, our Nominating & Governance Committee has led the gradual transformation of our Board, with nine of our eleven directors joining the Board since 2015.

When considering nominees, the Nominating & Governance Committee seeks to ensure that the Board as a whole possesses, and individual members possess at least two of, the following characteristics or expertise in the following areas:

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We are committed to ensuring that our Board represents the right balance of experience, tenure, independence, age, and diversity. Additionally, our Governance Principles provide that a director is required to retire from our Board when he or she reaches the age of 75, although on the recommendation of the Nominating & Governance Committee, our Board may waive this requirement if it determines that a waiver is in the best interests of Adtalem. Our Nominating & Governance Committee has led the gradual transformation of our Board, with four of our eight independent directors joining the Board since 2020.

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When considering nominees, the Nominating & Governance Committee intends that the Board as a whole and individual members possess at least two of, the following characteristics or areas of expertise:

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Industry knowledge

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Healthcare, medical, and related education and services

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Education sector and accreditation

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Corporate governance

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Climate change and climate risk

BOARD REFRESHMENT

11 New
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BOARD REFRESHMENT

8 Retirements

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ANNUAL PROCESS FOR NOMINATION

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The Nominating & Governance Committee has implemented this policy by evaluating each prospective director nominee as well as each incumbent director on the criteria described above, and in the context of the composition of the full Board, to determine whether shehe or heshe should be nominated to stand for election or re-election. In screening director nominees, the Nominating & Governance Committee also reviews potential conflicts of interest, including interlocking directorships and substantial business, civic, and social relationships with other members of the Board that could impair the prospective nominee’s ability to act independently.

IDENTIFICATION AND CONSIDERATION OF NEW NOMINEESIdentification and Consideration of New Nominees

In identifying potential nominees and determining which nominees to recommend to the Board, the Nominating & Governance Committee has retained the advisory services of Russell Reynolds Associates, an international executive search firm. In connection with each vacancy, the Nominating & Governance Committee develops a specific set of ideal characteristics for the vacant director position. The Nominating & Governance Committee looks atevaluates director candidates that it has identified and any identified by shareholders on an equal basis using these characteristics and the general considerations identified above.

SHAREHOLDER NOMINATIONSShareholder Nominations

The Nominating & Governance Committee will not only consider nominees that it identifies, but will consider nominees submitted by shareholders in accordance with the advance notice process for shareholder nominations identified in the By-Laws. Under this process, all shareholder nominees must be submitted in writing to the attention of Adtalem’s General Counsel and Corporate Secretary, 500 West Monroe Street, Suite 2800,1300, Chicago, IL 60661, not less than 90 days prior to the anniversary of the immediately preceding annual meeting of shareholders. As a result, a shareholder nomination must be submitted by 5:00 pm Central Daylight Time on August 12, 2022.10, 2024. Such shareholder’s notice shall be signed by the shareholder of record who intends to make the nomination (or his duly authorized proxy) and shall also include, among other things, the following information:

●the name and address, as they appear on Adtalem’s books, of such shareholder and the beneficial owner or owners, if any, on whose behalf the nomination is made;
●the number of shares of Adtalem’s Common Stock which are beneficially owned by such shareholder or beneficial owner or owners;
●a representation that such shareholder is a holder of record entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to make the nomination;
●the name and residence address of the person or persons to be nominated;
●a description of all arrangements or understandings between such shareholder or beneficial owner or owners and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination is to be made by such shareholder;
●such other information regarding each nominee proposed by such shareholder as would be required to be disclosed in solicitations of proxies for elections of directors, or would otherwise be required to be disclosed, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any information that would be required to be included in a proxy statement filed pursuant to Regulation 14A had the nominee been nominated by the Board; and
●the written consent of each nominee to be named in a proxy statement and to serve as a director if so elected.

In addition, any shareholder who intends to solicit proxies in support of director nominees other than our nominees at the 2024 Annual Meeting of Shareholders, in order to comply with the SEC’s universal proxy rules, must provide notice no later than September 9, 2024 to our Corporate Secretary (at the same address previously set forth) that contains all information required by Exchange Act Rule 14a-19. There were no director nominations proposed for the 2023 Annual Meeting by any shareholder.

In addition to candidates submitted through this advance notice By-Law process for shareholder nominations described above, shareholders may also request that a director nominee be included in Adtalem’s proxy materials in accordance with the proxy access provision in the By-Laws. Any shareholder or group of up to 20 shareholders holding both investment and voting rights to at least 3% of Adtalem’s outstanding Common Stock continuously for at least three years may nominate the greater of (i) two or (ii) 20% of the Adtalem directors to be elected at an annual meeting of shareholders. Such requests must be received not less than 120 days nor more than 150 days prior to the anniversary date of the immediately preceding annual meeting of shareholders. As a result, any notice given by or on behalf of a shareholder pursuant to these provisions of the By-Laws (and not pursuant to Rule 14a-18 of the Exchange Act) must be received no earlier than June 13, 202211, 2024 and no later than July 13, 2022.11, 2024. However, if we hold our 20222024 Annual Meeting of Shareholders more than 30 days from the first anniversary of this year’s Annual Meeting, then in order for notice by the shareholder to be timely, such notice must be received not later than the close of business on the tenth day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever first occurs.

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In addition to candidates submitted through the By-Laws process for shareholder nominations, shareholders may also recommend candidates by following the procedures set forth below under the caption “Communications with Directors.”

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Director Independence

The Board annually reviews the continuing independence of Adtalem’s non-employee directors under applicable laws and rules of the New York Stock Exchange (“NYSE”). The Board, excluding any director who is the subject of an evaluation, reviews and evaluates director transactions or relationships with Adtalem, including the results of any investigation, and makes a determination with respect to whether a conflict or violation exists or will exist or whether a director’s independence is or would be impaired.

The Board has considered whether each director has any material relationship with Adtalem (either directly or as a partner, shareholder, or officer of an organization that has a relationship with Adtalem) and has otherwise complied with the requirements for independence under the applicable listing standards of the NYSE.

As a result of this review, the Board affirmatively determined that, with the exception of Mr. Beard and Ms. Wardell, and Mr. Beard, all of Adtalem’s current directors, and all of Adtalem’s former directors who served as a director during fiscal year 2021,nominees, are “independent” of Adtalem and its management within the meaning of the applicable NYSE rules. Mr. Beard is considered an inside director because of his employment as President and CEO of Adtalem. Ms. Wardell is considered an inside director because of her previous employment as President and CEO of Adtalem.

The Board considered the relationship between Adtalem and The Northern Trust Company, a wholly-owned subsidiary of Northern Trust Corporation. Adtalem maintains depository accounts with The Northern Trust Company and conducts a significant portion of its disbursement activity through these accounts. Mr. Logan, one of our directors, is Executive Vice President and Managing Director, Global Financial Institutions Group, with Northern Trust Global Investments, a business unit of The Northern Trust Company. In fiscal year 2021, Adtalem incurred approximately $184,000 in fees to The Northern Trust Company, which were partially offset against compensating balance credits earned on an average monthly outstanding balance of approximately $23 million. The Board concluded, after considering (i) that the relationship with The Northern Trust Company predates Mr. Logan joining the Board, (ii) that Mr. Logan has had no involvement in the Adtalem banking transactions, (iii) the lack of materiality of the transactions to Adtalem and to The Northern Trust Company, and (iv) the fact that the terms of the transactions are not preferential either to Adtalem or to The Northern Trust Company, that the relationship is not a material one for purposes of the NYSE listing standards and would not influence Mr. Logan’s actions or decisions as a director of Adtalem.

BOARD STRUCTURE AND OPERATIONS

Summary of Board and Committee Structure

Summary of Board and Committee Structure

Adtalem’s Board held 17six meetings during fiscal year 2021,2023, consisting of 5four regular meetings and 12two special meetings. Currently, the Board has five standing committees: Academic Quality, Audit and Finance, Compensation, External Relations, and Nominating & Governance. The following table identifiestables describe each standing committee, its members and chairs, its key responsibilities and the number of meetings held during fiscal year 2021. In her role as Executive Chairman, Ms. Wardell is an ex officio member of each committee.2023. Current copies of the charters of each of these committees, a current copy of Adtalem’s Governance Principles, and a current copy of Adtalem’s Code of Conduct and Ethics can be found on Adtalem’s website, www.adtalem.com, and are also available in print to any shareholder upon request from Adtalem’s General Counsel and Corporate Secretary, 500 West Monroe Street, Suite 2800,1300, Chicago, IL 60661. The Board has determined that each of the members of the Audit and Finance, Compensation, and Nominating & Governance committees is independent within the meaning of applicable laws and NYSE listing standards in effect at the time of determination. The standing Audit and Finance Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act, the rules and regulations of the SEC,Securities and Exchange Commission (“SEC”), and the listing standards of the NYSE.

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Proposal No. 1 Election of Directors

Academic Quality Committee

Members*Members

Meetings in fiscal year 20212023

Lyle Logan

Georgette Kiser (Chair)

Charles DeShazer

Mayur Gupta
Sharon L. O’Keefe

Lisa Wardell

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*Mr. DeShazer was appointed to the Committee on April 2, 2021. Mr. Gupta will join the Committee effective November 9, 2021. Mr. White served on the Committee until his retirement from the Board on April 30, 2021.

Key Responsibilities

●Supports improvement in academic quality and assures that the academic perspective is heard and represented at the highest policy-setting level and incorporated in all of Adtalem’s activities and operations
●Reviews the academic programs, policies, and practices of Adtalem’s institutions
●Evaluates the academic quality and assessment process and evaluates curriculum and programs

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Audit and Finance Committee

Members

Meetings in fiscal year 20212023

Report

William W. Burke (Chair)

Donna J. Hrinak
Michael W. Malafronte

Liam Krehbiel

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Key Responsibilities

●Monitors Adtalem’s financial reporting processes, including its internal control systems and the scope, approach, and results of audits
●Selects and evaluates Adtalem’s independent registered public accounting firm, subject to ratification by the shareholders
●Reviews and recommends to the Board Adtalem’s financing policies and actions related to investment, capital structure, and financing strategies
●ProvideProvides oversight of Adtalem’s policies and processes established by management to identify, assess, monitory,monitor, manage, and control technology, cyber, information, ESG, and other security risks

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●Provides oversight of Adtalem’s frameworks and standards for climate-related disclosures and reporting
●Reviews and approves any potential related party transactions

The Board has determined that Mr. Burke and Mr. Malafronte are qualified as audit committee financial experts.

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Table of ContentsThe Board has determined that Mr. Burke is qualified as an audit committee financial expert.

Proposal No. 1 Election of Directors​

Compensation Committee

Members

Members

Meetings in fiscal year 20212023

Report

Michael W. Malafronte

Kenneth J. Phelan (Chair)

William W. Burke
Lyle Logan
Kenneth J. Phelan

Charles DeShazer

Sharon O’Keefe

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Key Responsibilities

●Oversees all compensation practices and reviews eligibility criteria and award guidelines for Adtalem’s compensation program
●Reviews and approves, following discussions with the other independent members of the Board, CEO annual goals and objectives
●Evaluates the CEO’s performance against established annual goals and objectives
●Recommends CEO compensation to the other independent members of the Board for approval
●Reviews and approves recommendations made by the CEO and approves compensation for executive officers, including base salary, annual incentive, and equity compensation
●Reviews and approves the total pay-out of shortshort- and long termlong-term incentive pools, including annual grants of equity awards
●Reviews and recommends to the Board compensation paid to non-employee directors

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External Relations Committee

Members*

Members

Meetings in fiscal year 20212023

Georgette Kiser

Donna Hrinak (Chair)
Charles DeShazer

Mayur Gupta

Liam Krehbiel

Kenneth J. Phelan

Lisa Wardell

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*Mr. DeShazer was appointed to the Committee on April 2, 2021. Mr. Gupta will join the Committee effective November 9, 2021. Mr. Logan and Ms. O’Keefe served on the Committee until April 2, 2021.

Key Responsibilities

●Provides awareness and oversight of Adtalem’s external relations strategy, policy, and practice
●Monitors, analyzes, and effectively manages legislative and regulatory policy trends, issues, and risks
●Develops recommendations to the Board with regard toregarding formulating and adopting policies, programs, and communications strategy related to legislative, regulatory, and reputational risk
●Oversees risks and exposures related to higher education public policy, as well as compliance with laws and regulations applicable to Adtalem
●Provides oversight regarding significant public policy issues including environmental, social, health and safety, and public and community affairs
●Reviews Adtalem’s sustainability strategy, including initiatives and policies relating to environmental stewardship, corporate social responsibility, and corporate culture

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Nominating & Governance Committee

Members*

Members

Meetings in fiscal year 20212023

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Sharon O’Keefe (Chair)

Donna J. Hrinak (Chair)

Georgette Kiser
Lyle Logan
Sharon O’Keefe

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*Ms. Hrinak was appointed Chair of the Committee on April 2, 2021. Mr. White served on the Committee until his retirement from the Board on April 30, 2021. Mr. Logan and Ms. O’Keefe were appointed to the Committee on April 2, 2021.

Key Responsibilities

●Reviews Board and committee structures and leads the Board self-evaluation process
●Assesses Board needs and periodically conducts director searches and recruiting to ensure appropriate Board composition
●Recommends candidates for nomination as directors to the Board

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●Oversees and conducts planning for CEO and director succession and potential related risks
●Recommends governance policies and procedures

Board Leadership Structure

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Board Leadership Structure

Pursuant to our Governance Principles, the Board believes that it should be free to make its selection of the Chairman of the Board and the CEO in the way that it deems best for Adtalem and its shareholders at any given time. To ensure continued Board independence, the Board has adopted a policy that, in the event the Chairman of the Board and CEO roles are combined, or the Chairman of the Board is not otherwise independent, the Board shall appoint a Lead Independent Director. In July 2019,November 2022, the Board elected Lisa W. Wardell, who has served on our Board since November 2008 and as our President and CEO since May 2016, as Chairman of the Board. In accordance with our Governance Principles, the Board concurrently appointed William W. Burkedetermined to serve as our Lead Independent Director. In evaluating the Board’s leadership structure, the Board considered the relevant merits of combining the roles of Chairman of the Board and Chief Executive Officer and appointing a strong Lead Independent Director, compared with keepingkeep the roles of Chairman of the Board and CEO separate. The Board concluded that Ms. Wardell was the person best suited to serve asWith an independent Chairman of the Board during fiscal year 2021, providing consistent leadership, alignment between the Board and management, and a unified voice for Adtalem as it continues its transformation to a leading workforce solutions provider. In addition, the Board reaffirmed its commitment to independent board leadership by appointingin place, Mr. Burke stepped down from serving as our Lead Independent Director.

The Board reviews its leadership structure periodically and as circumstances warrant. On September 8, 2021, Mr. Beard was appointed President and CEO and Ms. Wardell was appointed Executive Chairman of the Board. The Board separated the roles of Chairman and CEO at this time to allow our CEO to focus on strategic imperatives, including the integration of Walden University and continuing to drive our business transformation efforts. Meanwhile, in her role as Executive Chairman, Ms. Wardell will focus on leading the Board, the strategic review of Adtalem’s Financial Services business, and furthering Adtalem’s Global Legislative Agenda. Mr. Burke continues to serve as our Lead Independent Director.

During fiscal year 2021,2023, the Board met in executive session without employee directors or other employees present at each regular Board meeting. Mr. Burke, as Adtalem’s Lead Independent Director, presided over these sessions.sessions through November 2022. Mr. Malafronte, as Adtalem’s independent Chairman, presided over these sessions after November 2022.

In furtherance of our Board’s role in overall strategy and succession planning, our Lead Independent Director actively engages with our Executive Chairman or Chairman/CEO, as the case may be, on such matters. In addition, ourOur Governance Principles provide that thewhen we have a Lead Independent Director:Director, he or she:

●sets the agenda for, calls meeting of and leads executive sessions of the independent directors and reports to the Executive Chairman of the Board, as appropriate, concerning such meetings;
●acts as a liaison between the Executive Chairman of the Board and the independent directors;
●advises the Executive Chairman of the Board as to the quality, quantity, and timeliness of the flow of information from management that is necessary for the independent directors to effectively and responsibly perform their duties;

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●when appropriate, makes recommendations to the Executive Chairman of the Board about calling full meetings of the Board;
●serves as a resource to consult with the Executive Chairman of the Board and other Board members on corporate governance practices and policies and assumes the primary leadership role in addressing issues of this nature if, under the circumstances, it is inappropriate for the Executive Chairman of the Board to assume such leadership; and
●performs such other duties as requested by the Board or Nominating & Governance Committee and as set forth in the Governance Principles.

OUR LEAD INDEPENDENT DIRECTOR
During his career, Mr. Burke has served in executive leadership roles at several companies and, during his service on multiple public company boards, has served as a lead independent director, board chairman, audit committee chairman and compensation committee chairman. Mr. Burke also continues to serve as Chair of our Audit and Finance Committee.

Director Attendance

Director Attendance

During fiscal year 2021,2023, our Board met seventeen (17)six times. Each of Adtalem’s directors attended at least 93%75% of the meetings of the Board and Board committees on which they served that occurred during their respective time of service on the Board in fiscal year 2021.2023.

AllWith the exception of Dr. DeShazer, all of our directors who were directors at the time wereparticipated in attendance at the 20202022 Annual Meeting of Shareholders, held virtually in November 2020.2022. Dr. DeShazer was not in attendance due to a family matter. Our Board encourages all of its members to attend the Annual Meeting but understands there may be situations that prevent such attendance.

Director Continuing Education

Director Continuing Education

Members of the Board are encouraged to participate in continuing education and enrichment classes and seminars. During fiscal year 2021,2023, the following directors attended the following classes and seminars: (i) Mr. Burke isattended PwC’s Annual Corporate Directors Exchange; (ii) Ms. Kiser attended the National Association of Corporate Directors (“NACD”) Directorship Certified. NACD Directorship Certified directors establish themselves as committed to continuing education on emerging issues and helping to elevate the profession of directorship. Mr. Burke also participates in the PwC Corporate Directors Exchange which aims to give Fortune 1000 directors the tools to lead for long-term success, and the NACD Advanced Director Professionalism course; (ii) Ms. Kiser is a NACD Board Leadership Fellow and attended NACD seminars, including the ESG Continuous Learning Cohort and The Boards Role in Driving DiversityBrightview ESG trainings; and Inclusion; (iii) Ms. O’KeefeMr. Phelan attended NACD seminars on Top Compensation Committee Concerns;a HR & Employment Law Conference and The Future of Healthcare.a Corporate Counsel Conference.

Board Self-Evaluation

Board Self-Evaluation

Each year our Board undertakes a self-evaluation process to critically evaluate its performance and effectiveness. Additionally, each committee conducts a self-evaluation to monitor its performance and effectiveness. The process is coordinated by the Chairman and the chair of the Nominating & Governance Committee using an independent third-party to conductCommittee. In fiscal year 2023 the Board conducted the evaluation process.process with the assistance of Adtalem’s Legal Department. Board and committee members are asked to provide commentary about a variety of topics, including the following: overall Board performance, including strategy, challenges, and opportunities; Board and committee meeting logistics and materials; Board and committee culture; and human capital and succession planning. The results of the evaluations arewere aggregated and summarized by the independent third partyAdtalem’s Legal Department and discussed at Board and committee meetings.meetings in May 2023.

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Board Composition Analysis

During fiscal year 2023, our Board conducted a Board Composition Analysis (“Analysis”) in consultation with Russell Reynolds Associates (“RRA”), an international executive search and leadership advisory firm. The objectives of the Analysis included aligning the current and future skills and experiences represented on the Adtalem Board with the Company’s evolving strategic objectives and enabling Adtalem to proactively plan for Board refreshment. The Analysis is intended to help the Board prioritize various backgrounds, skills, and experience for future recruiting. All of our directors, including Mr. Beard were interviewed for the Analysis.

Adtalem last prepared a board composition analysis five years ago. The Analysis included a review of board governance expectations of leading institutional investors and proxy advisors. RRA reviewed five categories, including key board responsibilities, board roles and independence, shareholder rights, board composition and policies, and executive compensation. Adtalem met all 24 governance standards for public companies reviewed by RRA.

As part of the Analysis, RRA benchmarked Adtalem against a seven-company peer group, the overall S&P 500, and two companies identified by RRA as governance leaders. Adtalem was benchmarked against this group on financial performance, Board demographics, committee structure, and board skills and competencies. The Analysis focused on the strategy-driven director criteria which is intended to inform future director recruitment. It reflected core experiences and expertise that would be additive to the Adtalem Board based on Company strategy. The Analysis provided the Board with a recruiting priority roadmap.

KEY BOARD RESPONSIBILITIES

Strategic Oversight

Strategic Oversight

The Board has an active role in our overall strategies.strategy. The Board actively reviews and provides guidance on Adtalem’s long-term strategiesstrategy and annual operating plan. Management reports its progress in executing on Adtalem’s strategies and operating plan throughout the year. In addition, throughout the year, segment leadership will report to the Board regarding individual segment strategies and operating plans. While our External Relations CommitteeThe full Board has primary responsibility to review and provide oversight to management on our ESG strategy, supported by the work of our Audit and Finance, Compensation, External Relations, and Nominating & Governance Committees, along with the full Board, also review and provideeach of whom provides oversight on various components of our ESG strategies.strategy. For example, our Audit and Finance Committee provides oversight of Adtalem’s policies and procedures to identify, assess, monitor, manage, and control ESG risks. The Audit and Finance Committee also provides oversight of Adtalem’s frameworks and standards for climate-related disclosures and reports. The Compensation Committee has responsibility for reviewing strategy and initiatives related to recruiting and retention to include ESG goals and milestones, if any.

Risk Oversight

Risk Oversight

Adtalem’s full Board is responsible for assessing major risks facing Adtalem and overseeing management’s plans and actions directed toward the mitigation and/or elimination of such risk. The Board has assigned specific elements of the oversight of risk management of Adtalem to committees of the Board, as summarized below. Each committee meets periodically with members of management and, in some cases, with outside advisors regarding the matters described below and, in turn, reports to the full Board at least after each regular meeting regarding any findings.

Managing current and emerging business risks, from regulatory and market risks to global risks like a pandemic, is an important component of our governance and oversight system. Management undertakes a regular review of a broad set of risks across Adtalem’s business and operations to identify, assess, manage, and monitor existing and emerging threats and opportunities. Adtalem’s Enterprise Risk Management (“ERM”) team is responsible for leading our risk management program at the enterprise level. The ERM team places particular focus on key risks that have the potential for the highest impact to Adtalem and its operations, and the highest likelihood of risk occurrence based on Adtalem’s preparedness and potential impact to Adtalem’s strategy. As part of management’s proactive risk identification and mitigation efforts, the ERM team has initiated the development of Risk Appetite Statements for each critical enterprise risk. These Risk Appetite Statements are expected to deepen our understanding of risks, enable effective action to mitigate risks, and strengthen our risk culture.

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Board/Committee

Primary Areas of Risk Oversight


Graphic

Full Board

●Reputation

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●

Reputation

·

Legal and regulatory risk and compliance and ethical business practices

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·

Strategic planning

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·

Major organizational actions

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·

Education public policy


Graphic

Academic

Quality Committee

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Academic quality

●Accreditation

·

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Accreditation

·

Curriculum development and delivery

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·

Student persistence

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·

Student outcomes


Graphic

Audit and

Finance Committee

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·

Accounting and disclosure practices

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·

Information technology

●Cybersecurity

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Cybersecurity

·

Financial controls

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Risk management policies and procedures

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·

Legal and regulatory risk and compliance, including compliance and ethics program

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·

Related party transactions

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·

Capital structure

·Investments

·Climate-related disclosures and reporting

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Graphic

Compensation
Committee

·

●Investments

Compensation practices

●Foreign exchange

·

Talent development

·

Retention

·

Management succession planning


Graphic

Compensation
External
Relations Committee

●Compensation practices

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●Talent development

Accreditation

●Retention

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●Management succession planning

External
Relations Committee
●Accreditation
●

Higher education public policy

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·

Compliance with laws and regulations applicable to Adtalem

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·

Sustainability, environmental, corporate social responsibility, and public and community affairs

 

Graphic

Nominating &

Governance Committee

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·

Corporate and institutional governance structures and processes

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·

Board composition and function

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·

Board and Chairman of the Board succession


Succession Planning and Human Capital Management

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Succession Planning and Human Capital Management

The Board recognizes that one of its most important duties is to ensure continuity in Adtalem’s senior leadership by overseeing the retention and development of executive talent and planning for the effective succession of our CEO including the recent succession of Mr. Beard as CEO, and the executive leadership team. In order toTo ensure that the succession planning and leadership development process supports and enhances our long-term strategic objectives, the Board periodically consults with our CEO and Chief Human Resources Officer on Adtalem’s business goals, the skills and experience necessary to help Adtalem achieve those goals, our organizational needs, our leadership pipeline, the succession plans for critical leadership positions, and our talent development and leadership initiatives. Talent and leadership development, including succession planning, is a top priority of our CEO and the senior executive team. Our CEO seeks input from members of our Board regarding candidates for executive positions and other key roles.

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Proposal No. 1 Election of Directors

Our Sustainability Commitment

SAFEGUARDING GLOBAL HEALTH AND THE ENVIRONMENT

We recognize that ESG practices and goals are at the forefront ofimportant to our shareholders’ mindsshareholders because our approach to these areas can provide insight into our corporate behavior, long-term performance, and sustainability. Our ESG practices support our purpose – to empower students and members to achieve their goals, find success, and make inspiring contributions to our global community. We aim to empower and enhance the communities in which we teach, learn and work by operating sustainably, maintaining responsible governance standards, and supporting our global community. We continue

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Adtalem’s mission to measurebe a force for good includes raising our performancestudents’ awareness of important issues that jointly impact both public health and set new goalsthe environment. By providing education that illuminates these intersections among human, animal, and environmental health, we expand our collective understanding of global challenges, such as the spread of disease and environmental degradation. Our graduates are empowered to solve these challenges and positively impact society in these areas and more. This informs our approach to environmental stewardship, including academicenhancing climate resilience in vulnerable communities and policy standards; diversity and inclusion of Adtalem suppliers;conserving resources and energy throughout our operations.

At Adtalem, we help protect our planet and waste reduction programs.

Adtalem is committedpeople by maintaining efficient, environmentally aware operations, and by working to confronting theaddress global challenges ofsuch as climate change by reducing the impact ofand disaster management. Demonstrating our operations. In fiscal yearcommitment to environmental stewardship, in 2020 we launched a multi-yearmultiyear environmental initiative with the following threegoals through 2024 that encompass our strategic goalsapproach to definereducing our Energy Conservation Measures (“ECMs”)carbon footprint, embracing renewable energy, and Green House Gas (“GHG”) reduction activities through 2024:enhancing waste management practices:

1.Achieve a ten percent (10%) reduction (when compared to our 2019 calendar yearbaseline levels) of controllable energy use and GHG emission levels across Adtalem’s U.S. properties by 20242024;
2.From 2021 through 2024, aimAim to initiate an average of one renewable energy project per year at an owned location from 2021 through 2024; and
3.By the end of 2024 implementImplement an enhanced waste and recycling initiative across Adtalem’s controllable waste portfolio by the end of 2024.

These goals address a set of environmental issues that are important to us, including our impact on climate change and our effect on natural resources. The goals lay the foundation for our environmental vision and solidify our commitment to safeguard the environment. DuringThroughout fiscal year 2021, in2023, we continued implementing energy conservation measures, such as installing light timers, updating water heaters, and replacing HVAC systems. These measures have allowed us to reduce energy and emissions by 23.1% and 32.6%, respectively, from our 2019 baseline, reporting on direct-paid utilities only. We are proud to have achieved these reductions so far; however, we recognize energy and emissions data can differ year-to-year due to operational circumstances, attendance at institutions, the addition of new campuses or relocations, along with external factors out of our control. Moving into fiscal year 2024, we are planning on collecting a comprehensive database of our facilities, including both directly paid and landlord-charged utilities. In accordance with Goal 1,2, we solidified a clearer picture ofcompleted our carbon footprint and noted the impact of the ECM’s implemented across our locations. Our energy usage decreased 17.7 percentfirst solar array upgrade in St. Maarten during fiscal year 2021 to 51,645,663 (kBtu) from 62,715,615 (kBtu)2023. The upgraded system has a total capacity of approximately 76 kilowatt peak (kWp). Our GHGDuring the last six months of fiscal year 2023, the system successfully reduced carbon dioxide emissions decreased 18.6 percent to 6,142 mtCO2e from 7,544 mtCO2e. Throughout 2021, weby 51,062.2 kilograms while providing an average monthly energy cost savings of $2,475. We also made headway towardprogress on Goal 3 by strengtheningcompleting comprehensive waste audits for our partnerships for advancedowned, U.S. facilities, with the help of a third-party environmental consultant. Informed by the results of the waste managementaudits, as well as recycling programs that we promoted in the Caribbean, our other institutions will be evaluating opportunities for scalable waste and recycling refurbishment and diversion of waste from landfills. We also added to our growing pool of data used to assess risks and opportunities within our waste management systems through audits, pilot initiatives and partnership research. All of these results are through June 2021 and we recognize that COVID-19 restrictions and reduced occupancy impacted these metrics.solutions moving forward.

EMPOWERING INDIVIDUALS, IMPACTING GLOBAL COMMUNITIES

According to recent surveys conducted by the American College of Healthcare Executives, the U.S. healthcare system is experiencing unprecedented labor shortages, with CEOs and leaders of healthcare systems stating that is their number one concern. By multiple measures, including healthcare professional degrees and number of graduates, Adtalem is a leader in providing highly qualified, diverse graduates into the U.S. healthcare professional system. The principles of access and equity underpin our effortswork that we do to empower diverse, vibrant communities across the globe. Guided by our social mission to address critical workforce shortages through the education of diverse students and member populations, we seek to create sustainable workforces that represent the communities they serve. With projected nursing and physician shortages projected for the next decade, we are actively working tohelp address these critical workforce shortages by providing training, expanding access to education and establishing robust employer partnerships. has never been more relevant, particularly in underserved communities.

In 2021, 86.1%fiscal year 2023, 83% of the total student population in our fourfive degree-conferring institutions identified as female and 45.4%52% identified as ethnically diverse. Combined, our institutionspeople of color. We are the number one grantor of U.S. Nursing degrees, the number one grantor of the Doctor of Veterinary Medicine degrees3, the number one grantor of research doctoral degrees in Psychology and Social Science, and, combined, American University of the Caribbean School of Medicine and Ross University School of Medicine graduate more than 100 Black physicians annually, moreMDs than any U.S. school. And many of our graduates go on to serve communities that are medically underserved or low-income. Forty-four percent (44%) of our medical school graduates practice in medically underserved or health professional shortage areas and eighty-eight percent (88%) of our medical school graduates practice in low-income communities.school.

The initiatives described above along with a detailed discussion of our Sustainability Commitment and its core pillars – Operating with Purpose and Responsibility; Safeguarding Global Health and the Environment; and Empowering Individuals, Impacting Global Communities can be found in Adtalem’s 2021most recent Sustainability Report (https:Report: https://www.adtalem.com/sites/g/files/krcnkv321/files/2021-10/Adtalem_2021_SustainabilityReport_FINAL.pdf).sustainability.

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Information Security and Cybersecurity

Adtalem takes seriously the custody of student, colleague,employee, and stakeholder information, and therefore employs strong governance practices regarding information security. For example, Adtalem’s Enterprise Information Security Framework policy and Information Governance and Security procedures are modeled on the National Institute of Standards and Technology (NIST) 800-53 policy framework. We continually evaluate the effectiveness of our security measures. A recent comprehensive review, in alignment with the NIST 800-53 cybersecurity framework, concluded that Adtalem’s cybersecurity program exceeded the maturity of industry peers in nearly all categories.

Some key safeguards include but are not limited to: regularly scheduled penetration tests, & vulnerability assessments and mandatory security awareness training for all users of our systems. Representative training topics include: protection of sensitive information, phishing, and mobile device security.

We utilizeuse advanced security tools and software to protect our systems and information, to detect unauthorized activity, and to take expeditious corrective action, as required.

Adtalem’s systems regularly undergo penetration testing to identify and address any vulnerabilities, and to ensure that our infrastructure is adequately configured to reduce cyber risk. To its knowledge, Adtalem has not experienced a significant

3American Association of Veterinary Medical Colleges. “2022-2023 Institutional Data Report.” December 2022. Based on reported number of graduates in most recent class from AAVMC member veterinary institutions.

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information security breach in the past four years. Adtalem maintains a cybersecurity insurance policy, which would potentially defray certain costs associated with a breach. In addition, Adtalem has adopted best practices in incident training through written incident response plans and regular tabletop exercises.

The Adtalem Audit and Finance Committee, comprised entirely of independent directors, assists the Board in its responsibilities of overseeing that the Company has established, documented, maintained, and periodically reevaluates its CyberSecuritycybersecurity processes. Management reports on the state of the CyberSecuritycybersecurity program to the Audit and Finance Committee on a quarterly basis. Additionally, Adtalem’s IT general controls are audited annually by both the Company’s internal audit function and the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP.

Adtalem maintains a CyberSecurity insurance policy, which would potentially defray certain costs associated with a breach. In the last three years, Adtalem has not experienced a significant information security breach.Outreach and Engagement

Outreach and Engagement

We value the opinions of our shareholders and believe regular, proactive communications with our shareholders to be in the long-term best interests of Adtalem. Our investor communications and outreach include investor day meetings, investor conferences, and quarterly conference calls. These calls are open to the public and are available live and as archived webcasts on our website. Additionally, we reach out at least annually to our largest shareholders to invite feedback. We hold individual calls with shareholders who accept our invitation to allow for open, meaningful discussions. As part of our shareholder outreach, we have spokenmeet with our shareholders holding approximately 45% of our shares. These included discussions ofto discuss regular business updates, strategic outlook, compensation matters, as well as environmental, social, and governance issues.ESG. We share anymaterial feedback received from our shareholders with our Board.

COMMUNICATIONS WITH DIRECTORS

Shareholders and other interested parties wishing to communicate with the Board, our Lead Independent Director,Chairman, or any member or committee of the Board are encouraged to send any communication to our General Counsel and Corporate Secretary, Adtalem Global Education Inc., 500 West Monroe Street, Suite 2800,1300, Chicago, IL 60661 and should prominently indicate on the outside of the envelope that it is intended for the Board, our Chairman, the independent directors as a group, or a committee or an individual member of the Board. Any such communication must be in writing, must set forth the name and address of the shareholder (and the name and address of the beneficial owner, if different), and must state the form of stock ownership and the number of shares beneficially owned by the shareholder making the communication. Adtalem’s General Counsel and Corporate Secretary will compile and promptly forward all communications to the Board except for spam, junk mail, mass mailings, resumes, or other forms of job inquiries, surveys, business solicitations, or advertisements.

Communicating Accounting Complaints

Shareholders, Adtalem employees, and other interested persons are encouraged to communicate or report any complaint or concern regarding financial statement disclosures, accounting, internal accounting controls, auditing matters, or violations of Adtalem’s Code of Conduct and Ethics (collectively, “Accounting Complaints”) to the General Counsel and Corporate Secretary of Adtalem at the following address:

General Counsel and Corporate Secretary

Adtalem Global Education
Inc.
500 West Monroe Street, Suite 2800
1300
Chicago, IL 60661

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Accounting Complaints also may be submitted in a sealed envelope addressed to the Chair of the Audit and Finance Committee, in care of the General Counsel, at the address indicated above, and labeled with a legend such as: “To Be Opened Only by the Audit and Finance Committee.” Any person making such a submission who would like to discuss an Accounting Complaint with the Audit and Finance Committee should indicate this in the submission and should include a telephone number at which he or she may be contacted if the Audit and Finance Committee deems it appropriate.

Adtalem employees and students may also report Accounting Complaints using any of the reporting procedures specified in Adtalem’s Code of Conduct and Ethics. All reports by employees shall be treated confidentially to the extent possible and may be made anonymously. Adtalem will not discharge, demote, suspend, threaten, harass, or in any manner discriminate against any employee in the terms and conditions of his or her employment based upon any lawful actions taken by such employee with respect to the good faith submission of Accounting Complaints.

BOARD PRACTICES AND POLICIES

Certain Relationships and Related Person Transactions

Certain Relationships and Related Person Transactions

It is Adtalem’s policy that the Audit and Finance Committee review, approve, or ratify all related party transactions in which Adtalem participates and in which any related person has a direct or indirect material interest and the transaction involves or is expected to involve payments of $120,000 or more in the aggregate per fiscal year. Our legal staff is primarily responsible for gathering information from the directors and executive officers, including annual questionnaires completed by all our directors, director nominees, and executive officers. The Audit and Finance Committee will reviewreviews the relevant facts and circumstances of all related party transactions, including whether the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party and the extent of the related party’s interest in the transaction. No member of the Audit and Finance Committee may participate in any approval of a related party transaction to which he or she is a related party.

Various Adtalem policies and procedures, including the Code of Conduct and Ethics, which applies to Adtalem’s directors, officers, and all other employees, and annual questionnaires completed by all Adtalem directors, director nominees, and

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executive officers, require disclosure of related person transactions or relationships that may constitute conflicts of interest or otherwise require disclosure under applicable Securities and Exchange Commission (“SEC”)SEC rules.

There were no related party transactions in fiscal year 20212023 that required approval under our policies and procedures or disclosure as required by the rules and regulations of the SEC.

Governance Principles/Code of Ethics

Governance Principles/Code of Conduct and Ethics

Our Board has adopted Governance Principles that set forth expectations for directors, director qualifications, director retirement, director independence standards, board committee structure, and functions and other policies for Adtalem’s governance. We have adopted a Code of Conduct and Ethics applicable to all colleaguesemployees including directors, officers, and full- and part-time colleaguesemployees and faculty of Adtalem Global Education Inc. and its subsidiaries. These documents are available on Adtalem’s website at https://www.adtalem.com/media/166/ governance-principles and https://www.adtalem.com/media/156/code_of_conduct.pdf.about-us/organizational-governance. Any amendments or waivers of the Code of Conduct and Ethics will be disclosed at thisthese website address.addresses.

Compensation Committee Independence and Insider Participation

We encourage individuals to speak up with questions, concerns, or potential violations of our Code of Conduct, and we have a 24-hour reporting hotline administered through a third-party to offer anonymity to anyone reporting such issues. Information about our whistleblower policy and practices are included in the Code of Conduct. All reports, which are reviewed by the Audit and Finance Committee each quarter, are investigated promptly, thoroughly and fairly, and appropriate action is taken whenever necessary.

Compensation Committee Independence and Insider Participation

During 2021, Michael W. Malafronte,fiscal year 2023, Kenneth J. Phelan, William W. Burke, Lyle Logan,Charles DeShazer, and Kenneth J. PhelanSharon O’Keefe served on the Compensation Committee. No member of the Compensation Committee was, during 2021,2023, an officer or employee of Adtalem, was formerly an officer of Adtalem, or had any relationship requiring disclosure by Adtalem as a related person transaction under Item 404 of Regulation S-K. During 2021,2023, none of the Company’s executive officers served on the board of directors ofor a compensation committee of any other entity, any officers of which served on Adtalem’s Board or our Compensation Committee.

2021 Proxy Statement     35

Table of Contents

Proposal No. 1 Election of DirectorsDIRECTOR COMPENSATION

DIRECTOR COMPENSATION

The competitiveness of the director compensation program is reviewed annually by the Compensation Committee with the assistance and input of Meridian Compensation Partners (“Meridian”), the Compensation Committee’s independent compensation consultant. In fiscal year 2023, the director compensation program was benchmarked by Meridian and reviewed against Adtalem’s peer group. As a result of that review, in the second half of fiscal year 2021 and no changes were made for2023, the year.Board increased the long-term incentive compensation paid to directors by $15,000. As a result of the increase, each non-employee director annually will receive RSUs with an approximate value of $140,000. The RSUs will be granted directly following the 2023 Annual Meeting of Shareholders. Each RSU represents the right to receive one share of Common Stock following the satisfaction of the vesting period. All RSUs granted in November 2023 will vest upon the one-year anniversary of the grant date. In addition to the RSUs, in fiscal year 2021,2023, non-employee directors continued to receive an annual retainer of $85,000, paid quarterly. In fiscal year 2021, theThe Chair of the Audit and Finance Committee received an additional annual retainer of $22,500,$25,000, the Chair of the Compensation Committee was entitled to receivereceived an additional annual retainer of $17,500, and the chairs of each of the other committees received an additional annual retainer of $10,000$12,500 for their roles as committee chairs. During fiscal year 2021, Ms. Wardell, our ExecutiveThe Chairman of the Board and former CEO and President, did not receive anyis entitled to an additional compensationannual retainer of $120,000 for herhis service. This was prorated during fiscal year 2023 as Mr. Malafronte was appointed as the Chairman of our Board in November 2022. Mr. Malafronte waived his receipt of the cash retainer for fiscal year 2023 (including the additional cash retainer for his service as Chairman of the Board and Mr. Burke receivedChairman). The Lead Independent Director is also entitled to receive an additional annual retainer of $35,000 for his or her service when a Lead Independent Director is serving in the role. This retainer was prorated during fiscal year 2023 as Mr. Burke ended his service as Lead Independent Director.Director upon the appointment of an independent Chairman in November 2022. Directors were reimbursed for any reasonable and appropriate expenditures attendant to Board membership. Mr. Malafronte, who was originally appointed to the Board in 2016 pursuant to a Support Agreement, did not receive any compensation for his service until he retired from IVA Partners in 2021.

Under the Adtalem Nonqualified Deferred Compensation Plan, a director couldmay elect to defer all or a portion of the cash retainer. Any amount so deferred is, at the director’s election, valued as if invested in various investment choices made available by the Compensation Committee for this purpose, and is payable in cash installments, or as a lump-sum on or after termination of service as a director, or at a later date specified by the director. No non-employee directors deferred any portion of their compensation in fiscal year 2021.2023.

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32     2023 Proxy Statement

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Table of Contents

As long-term incentive compensation for directors, each non-employee director (other than Mr. Malafronte who did not receive compensation as a director at the time) received RSUs with an approximate valueProposal No. 1 Election of $125,000 directly following the 2020 Annual Meeting of Shareholders. Each RSU represents the right to receive one share of Common Stock following the satisfaction of the vesting period. All RSUs granted in November 2020 vest upon the one-year anniversary of the grant date.Directors

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This table discloses all non-employee director compensation provided in fiscal year 20212023 to the directors of Adtalem for their service as directors (other than Ms. Wardell who received no compensation for her service as a director and received no additional compensation as Chairman of the Board; Ms. Wardell’s compensation as President and CEO is set forth in the 2021 Summary Compensation Table).directors.

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Fees Earned or

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Stock

​

​

​

​

Paid in Cash

​

Awards

​

Total

Name       Fees Earned or
Paid in Cash
($)(1)		       Stock
Awards
($)(2)		       Total
($)

​

($)(1)

​

($)(2)

​

($)

William W. Burke        142,500125,026267,526

​

118,750

​

125,082

​

243,832

Charles DeShazer(3)35,417—35,417
Mayur Gupta(4)———

Charles DeShazer

​

85,000

​

125,082

​

210,082

Mayur Gupta

​

85,000

​

125,082

​

210,082

Donna J. Hrinak85,000125,026210,026

 

97,500

 

125,082

 

222,582

Georgette Kiser92,500125,026217,526

 

97,500

 

125,082

 

222,582

Lyle Logan119,000(5)125,026244,026
Michael W. Malafronte(6)40,666—40,666

Liam Krehbiel(3)

​

105,095

​

125,082

​

230,177

Lyle Logan(4)

​

36,375

​

—

​

36,375

Michael W. Malafronte

 

25,625

 

125,082

 

150,707

Sharon L. O’Keefe85,000125,026210,026

 

94,375

 

125,082

 

219,457

Kenneth J. Phelan85,000125,026210,026

 

98,125

 

125,082

 

223,207

James D. White(7)95,000125,026220,026

Lisa W. Wardell

 

63,750

 

125,082

 

188,832

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(1)Includes all retainer fees paid or deferred pursuant to the Adtalem Global Education Inc. Nonqualified Deferred Compensation Plan.
(2)The amounts reported in the Stock Awards column represent the grant date fair value of 4,3702,930 RSUs granted on November 17, 20209, 2022 to each of the directors named above, computed in accordance with FASB ASC Topic 718. The assumptions made in determining the valuations of these awards can be found at Note 17:18: Stock-Based Compensation to our audited financial statements in Adtalem’s Annual Report on Form 10-K for the year ended June 30, 2021.2023. The number of RSUs granted to each of the directors named above was determined by dividing $125,000 by $28.61,$42.69, which represents the fair market value of a share of Common Stock on the November 17, 20209, 2022 award date and rounding to the nearest 10 shares.
(3)Dr. DeShazerMr. Krehbiel was appointed to the Board effective April 2, 2021.
(4)June 6, 2022. In addition to receiving his four quarterly retainer fee payments, Mr. Gupta was appointed to the Board effective August 10, 2021.
(5)This amount includes $24,000 in cash Mr. LoganKrehbiel also received as compensation for his services as a member of the board of trustees of an Adtalem institution.

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Proposal No. 1 Election of Directors

(6)Mr. Malafronte did not receive compensation for his Board service until April 8, 2021 after he retired from IVA.
(7)Mr. White retired from the Board effective April 30, 2021. Mr. White’s stock awards were forfeited upon his retirement.

The table below discloses the aggregate number of RSUs outstanding at June 30, 2021 for each non-employee director listed above.

NameRSUs
Outstanding
(#)
William W. Burke4,370
Charles DeShazer(1)—
Mayur Gupta(2)—
Donna J. Hrinak4,370
Georgette Kiser4,370
Lyle Logan4,370
Michael W. Malafronte—
Sharon L. O’Keefe4,370
Kenneth J. Phelan4,370
James D. White(3)—initial prorated retainer fee during fiscal year 2023.
(4)(1)Mr. Logan did not stand for re-election at the 2022 Annual Meeting of Shareholders.

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Mr. DeShazer was appointed to the Board effective April 2, 2021.

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Adtalem Global Education Inc.

(2)Mr. Gupta was appointed to the Board effective August 10, 2021.
(3)Mr. White retired from the Board effective April 30, 2021. Mr. White’s stock awards were forfeited upon his retirement.

2023 Proxy Statement     33

2021 Proxy Statement     37​

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PROPOSAL NO. 2

Ratify Selection of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm

PROPOSAL NO. 2
Ratify Selection of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm

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Subject to shareholder ratification, the Audit and Finance Committee of the Board has reappointed PricewaterhouseCoopers LLP (“PwC”), as independent registered public accounting firm for Adtalem and its subsidiaries for fiscal year 2022.2024. The Board recommends to the shareholders that the selection of PwC as independent registered public accounting firm for Adtalem and its subsidiaries be ratified. If the shareholders do not ratify the selection of PwC, the selection of independent registered public accounting firm will be reconsidered by the Audit and Finance Committee. Representatives of PwC are expected to be present at the Annual Meeting with the opportunity to make a statement, if they desire to do so, and to be available to respond to appropriate questions from shareholders.

APPROVAL BY SHAREHOLDERS

Proposal No. 2 to ratify the selection of PwC as independent registered public accounting firm for Adtalem for fiscal year 20222024 will require the affirmative vote of a majority of the shares of Common Stock of Adtalem represented at the Annual Meeting. Unless otherwise indicatedAbstentions will be treated as a vote AGAINST the proposal, while broker non-votes, if any, will not be counted as votes represented and entitled to vote and, therefore, will have no effect on the result of the vote for this proposal. See VOTING INFORMATION – Effect of Not Casting Your Vote. If you sign and return your proxy card, but give no direction or complete the telephonic or internet voting procedures but do not specify how you want to vote your shares, the shares will be voted FOR ratification of the selection of PwC as independent registered public accounting firm for Adtalem for fiscal year 2022.2024.

If the appointment of PwC as our independent registered public accounting firm for fiscal year 2024 is not ratified by our shareholders, the adverse vote will be considered a direction to the Audit and Finance Committee to consider other auditors for next year. However, because of the difficulty in making any substitution of auditors after the beginning of the current year, the 2024 appointment will stand unless the Audit and Finance Committee finds other good reason to make a change.

Graphic

The Board of Directors recommends a vote FOR the ratification of the appointment of PwC as Adtalem’s independent registered public accounting firm for fiscal year 2022.2024.

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SELECTION AND ENGAGEMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit and Finance Committee, at each of its regularly scheduled meetings, and on an interim basis as required, reviews all engagements of PwC for audit and all other services. Prior to the Audit and Finance Committee’s consideration for approval, management provides the Audit and Finance Committee with a description of the reason for and nature of the services to be provided along with an estimate of the time required and approximate cost. Following such review, each proposed service is approved, modified, or denied as appropriate. A record of all such approvals is maintained in the files of the Audit and Finance Committee for future reference. All services provided by PwC during the past two years were approved by the Audit and Finance Committee prior to their undertaking.

PRE-APPROVAL POLICIES

The Audit and Finance Committee has adopted a policy for approving all permitted audit, audit-related, tax, and non-audit services to be provided by PwC in advance of the commencement of such services, except for those considered to be de minimis by law for non-audit services. Information regarding services performed by the independent registered public accounting firm under this de minimis exception is presented to the Audit and Finance Committee for information purposes at each of its meetings. There is no blanket pre-approval provision within this policy. For fiscal years 20202022 and 2021,2023, none of the services provided by PwC were provided pursuant to the de minimis exception to the pre-approval requirements contained in the applicable rules of the SEC. Audit and Finance Committee consideration and approval generally occurs at a regularly scheduled Audit and Finance Committee meeting. For projects that require an expedited decision because the independent registered public accounting firm should begin prior to the next regularly scheduled meeting, requests for approval may be circulated to the Audit and Finance Committee by mail,e-mail, telephonically, or by other means for its consideration and approval. When deemed necessary, the Audit and Finance Committee has delegated pre-approval authority to its Chair. Any engagement of the independent registered public accounting firm under this delegation will be presented for informational purposes to the full Audit and Finance Committee at their next meeting.

38     Adtalem Global Education Inc.​

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34     2023 Proxy Statement

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Table of Contents

Proposal No. 2 Ratify Selection of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm

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AUDIT FEES AND OTHER FEES

The AuditDuring the 2023 and Finance Committee appointed PwC as Adtalem’s independent registered public accounting firm for the2022 fiscal year ended June 30, 2021. Adtalem’s shareholders ratified the engagement at the Annual Meeting of Shareholders on November 17, 2020. In addition to engaging PwC to audit the consolidated financial statements foryears, Adtalem and its subsidiaries for the year and review the interim financial statements included in Adtalem’s Quarterly Reports on Form 10-Q filed with the SEC, the Audit and Finance Committee also engaged PwC to provide various other audit and audit-related services — e.g., auditing of Adtalem’s compliance with student financial aid program regulations.

The Sarbanes-Oxley Act of 2002 prohibits an independent public accountant from providing certain non-audit services for an audit client. Adtalem engages various other professional service providers for these non-audit services as required. Other professional advisory and consulting service providers are engaged where the required technical expertise is specialized and cannot be economically provided by employee staffing. Such services include, from time to time, business and asset valuation studies, and services in the fields of law, human resources, information technology, employee benefits and tax structure, and compliance.

In fiscal year 2020, we incurred significant tax fees related to the divestiture of Adtalem Brazil. The aggregate amounts included in Adtalem’s financial statements for fiscal year 2021 and 2020 for fees billed or to bewas billed by PwC for audit and other professional services, respectively, were as follows:in the following amounts:

     Fiscal Year
2021		     Fiscal Year
2020

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​

​

​

​

​

​

​

​

Fiscal Year

​

Fiscal Year

Fees

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2023

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2022

Audit Fees$2,628,000$2,825,500

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$

3,870,000

​

$

4,584,000

Audit-Related Fees$850,000$—

​

$

—

​

$

2,500,000

Tax Fees$405,881$1,102,734

​

$

733,000

​

$

965,324

All Other Fees$18,000$18,000

​

$

900

​

$

4,150

Total$3,901,881$3,946,234

​

$

4,603,900

​

$

8,053,474

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AUDIT FEES — Includes all services performed to comply with generally accepted accounting principles in conjunction with the annual audit of Adtalem’s financial statements and the audit of internal controls over financial reporting. In addition, this category includes fees for services in connection with Adtalem’s statutory and regulatory filings, consents, and review of filings with the SEC such as the annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. Also included are services rendered in connection with the required annual audits of Adtalem’s compliance with the rules and procedures promulgated for the administration of federal and state student financial aid programs. The higher audit fees for fiscal year 2022 were primarily due to work related to the acquisition of Walden University and the disposition of our Financial Services segment.

AUDIT-RELATED FEES — Includes services performed related to Adtalem’s debt offerings and comfort letters. Audit-related fees of $850,000$2,500,000 were billed to us by PwC for fiscal year 2021.2022, which included services performed related to carve-out financial statement audits prepared related to the sale of our Financial Services segment.

TAX FEES — Includes all services related to tax compliance, tax planning, tax advice, assistance with tax audits, and responding to requests from Adtalem’s tax department regarding technical interpretations, applicable laws and regulations, and tax accounting. Adtalem’s Audit and Finance Committee has considered the nature of these services and concluded that these services may be provided by the independent registered public accounting firm without impairing its independence. The higher tax fees for fiscal year 2022 were primarily due to work related to the acquisition of Walden University and the disposition of our Financial Services segment.

ALL OTHER FEES — Includes subscriptions for PwC’s online accounting research services fees for access toand its disclosure checklist, and fees to prepare a human resource benchmarking study.checklist.

2021 Proxy Statement     39​

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Adtalem Global Education Inc.

2023 Proxy Statement     35

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Table of Contents

Proposal No. 2 Ratify Selection of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm

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AUDIT AND FINANCE COMMITTEE REPORT

To Our Shareholders:

The Audit and Finance Committee of Adtalem consists of three independent directors. The members of the Audit and Finance Committee meet the independence and financial literacy requirements of the NYSE and additional heightened independence criteria applicable to members of the Audit and Finance Committee under SEC and NYSE rules. In fiscal year 2021,2023, the Audit and Finance Committee held eightnine meetings. The Audit and Finance Committee has adopted, and annually reviews, a charter outlining the practices it follows. The charter conforms to the SEC’s implementing regulations and to the NYSE listing standards.

Management is responsible for Adtalem’s internal controls and the financial reporting process by which it prepares the financial statements. Adtalem’s independent registered public accounting firm is responsible for performing an independent audit of the annual financial statements of Adtalem and expressing an opinion on those statements. The principal duties of the Audit and Finance Committee include:

●Monitoring Adtalem’s financial reporting processes, including its internal control systems;
●Selecting Adtalem’s independent registered public accounting firm, subject to ratification by the shareholders;
●Evaluating the independent registered public accounting firm’s independence;
●Monitoring the scope, approach, and results of the annual audits and quarterly reviews of financial statements, and discussing the results of those audits and reviews with management and the independent registered public accounting firm;
●Overseeing the effectiveness of Adtalem’s internal audit function and overall risk management processes;
●Discussing with management and the independent registered public accounting firm the nature and effectiveness of Adtalem’s internal control systems; and
●Reviewing and recommending to the Board Adtalem’s financing policies and actions related to investment, capital structure, and financing strategies.

During fiscal year 2021,2023, at each of its regularly scheduled meetings, the Audit and Finance Committee met with the senior members of the Adtalem’s financial management team. Additionally, the Audit and Finance Committee had separate private sessions, on a quarterly basis, with Adtalem’s independent registered public accounting firm, Adtalem’s General Counsel and Corporate Secretary, Adtalem’s Chief Financial Officer, or Interim Chief Financial Officer, and Adtalem’s Senior Director,Vice President, Internal Audit.

The Audit and Finance Committee is updated periodically on the process management uses to assess the adequacy of Adtalem’s internal control systems over financial reporting, the framework used to make the assessment and management’s conclusions on the effectiveness of Adtalem’s internal controls over financial reporting. The Audit and Finance Committee also discusses with Adtalem’s independent registered public accounting firm Adtalem’s internal control assessment process, management’s assessment with respect thereto, and the evaluation by Adtalem’s independent registered public accounting firm of its system of internal controls over financial reporting.

The Audit and Finance Committee annually evaluates the performance of Adtalem’s independent registered public accounting firm, including the senior audit engagement team, and determines whether to reengage the current independent registered public accounting firm. As a threshold matter, the Audit and Finance Committee satisfies itself that the most recent Public Company Accounting Oversight Board (“PCAOB”) inspection report pertaining to the current firm does not contain any information that would render inappropriate its continued service as Adtalem’s independent public accountants, including consideration of the public portion of the report and discussion in general terms of the types of matters covered in the non-public portion of the report. The Audit and Finance Committee also considers the quality and efficiency of the previous services rendered by the current auditors and the auditors’ technical expertise and knowledge of Adtalem’s global operations and industry. Based on this evaluation, the Audit and Finance Committee decided to reengage, and recommend ratification of, PwC as Adtalem’s independent registered public accounting firm for fiscal year 2022.2023. The Audit and Finance Committee reviewed with members of Adtalem’s senior management team and PwC the overall audit scope and plans, the results of internal and external audit examinations, evaluations by management and PwC of Adtalem’s internal controls over financial reporting, and the quality of Adtalem’s financial reporting. Although the Audit and Finance

40     Adtalem Global Education Inc.

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Proposal No. 2 Ratify Selection of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm

Committee has the sole authority to appoint Adtalem’s independent registered public accounting firm, the Audit and Finance Committee recommends that the Board ask the shareholders, at their annual meeting, to ratify the appointment of Adtalem’s independent registered public accounting firm. With respect to Adtalem’s audited financial statements for fiscal year 2021,2023, the Audit and Finance Committee has:

●Reviewed and discussed the 2023 audited financial statements with management;
●Met with PwC, Adtalem’s independent registered public accounting firm, and discussed the matters required to be discussed by the PCAOB and the SEC; and
●Received the written disclosures and the letter from PwC required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit and Finance Committee concerning independence, and has discussed its independence with PwC.

In reliance upon the Audit and Finance Committee’s reviews and discussions with both management and PwC, management’s representations and the report of PwC on Adtalem’s audited financial statements, the Audit and Finance Committee recommended to the Board that the audited financial statements for the fiscal year ended June 30, 20212023 be included in Adtalem’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 filed with the SEC.

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36     2023 Proxy Statement

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Table of Contents

In addition,Proposal No. 2 Ratify Selection of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm

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While the Audit and Finance Committee has re-appointed, subjectthe responsibilities set forth in its charter (including to shareholder ratification, PwC asmonitor and oversee the audit processes), the Audit and Finance Committee does not have the duty to plan or conduct audits or to determine that Adtalem’s financial statements are complete, accurate or in accordance with generally accepted accounting principles. Adtalem’s management and independent registered public accounting firm for fiscal year 2022.auditor have this responsibility.

This report has been furnished by the members of the Audit and Finance Committee.

William W. Burke, Chair
Donna J. Hrinak
Liam Krehbiel

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The Audit and Finance Committee Report isset forth above does not toconstitute soliciting materials and should not be deemed incorporated by reference byinto any general statement incorporating by reference this Proxy Statement into anyother Adtalem filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act, except to the extent that Adtalem specifically incorporates this Audit and Finance Committee Report by reference and is not otherwise to be deemed filed under such acts..

William W. Burke, Chair
Donna J. Hrinak
Michael W. Malafronte​

2021 Proxy Statement     41​

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Adtalem Global Education Inc.

2023 Proxy Statement     37

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Table of Contents

PROPOSAL NO. 3
Say-on-pay: Advisory Vote to Approve the Compensation of Our Named Executive Officers (“NEOs”)

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PROPOSAL NO. 3

Say-on-pay: Advisory Vote to Approve the Compensation of Our Named Executive Officers (“NEOs”)

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COMPENSATION DISCUSSION & ANALYSIS

The following pages summarize our executive compensation program for our NEOs. Our 20212023 NEOs were:are:

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Lisa

Graphic

Graphic

Graphic

Graphic

Graphic

Stephen W. Wardell*
Chairman of the
Board, President
and Chief
Executive OfficerBeard

Robert J. Phelan
Interim Chief
Financial Officer

Stephen W. Beard*
Chief Operating
Officer

Douglas G. Beck

Maurice Herrera

Steven Tom

President and

Chief Executive Officer

​

Senior Vice President,
Chief Financial Officer

Senior Vice President, General Counsel, and
Corporate Secretary and Institutional Support Services

Senior Vice President, Chief Marketing Officer

Senior Vice President,

Chief Customer Officer

Former Executives (not pictured):​

Kathy Boden Holland, Former Group President, Medical and Healthcare through September 30, 2021Executive Summary

Michael O. Randolfi, Former Senior Vice President and Chief Financial Officer through April 23, 2021

Executive Summary

Adtalem’s executive compensation program is designed to reward leaders for delivering strong financial results and building shareholder value. We firmly believe that academic quality and a strong student-centric focus lead to growth and, therefore, we have incorporated measuresperformance objectives into our executive compensation program to recognize leadership for their roles in improving student academic performance and outcomes.

This executive compensation program structure enables us to provide a competitive total compensation package while aligning our leaders’ interests with those of our shareholders and other stakeholders. The following chart highlights key objectives behind the development, review, and approval of our NEOs’ compensation.

Effective September 8, 2021 the Company entered into new Executive Employment Agreements with Ms. Wardell and Mr. Beard for their new roles as Executive Chairman and President and CEO, respectively. The Company filed (i) a Current Report on Form 8-K on August 6, 2021 providing the details of Mr. Beard’s Executive Employment Agreement as President and CEO; and (ii) a Form 8-K/A on September 13, 2021 providing the details of Ms. Wardell’s Executive Employment Agreement as Executive Chairman.​

​

*

​

Effective September 8, 2021, Ms. Wardell was appointed Executive Chairman and Mr. Beard was appointed President and CEO.

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38     2023 Proxy Statement

Adtalem Global Education Inc.

42     Adtalem Global Education Inc.​

Table of Contents

Proposal No. 3 Say-on-pay: Advisory Vote to Approve the Compensation of Our Named Executive Officers (“NEOs”)

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COMPENSATION OBJECTIVES

Our executive compensation program is designed to:

ALIGN INCENTIVES

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​

COMPETE FOR TALENT

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REWARD PERFORMANCE

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Our purpose is to empower our students to achieve their goals, find success and make inspiring contributions to theour global community. Success in realizing our purpose drives growth, which leads to the creation of sustainable, long-term value for our shareholders. Our compensation program is distinguished by its alignment not only with our shareholders, but also with our students, whose success is critical to our organization’s success.

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​

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Our compensation program is designed to attract, retain, and motivate high-performing employees, particularly our key executives who are critical to our operations. Our compensation decisions take into account the competitive landscape for talent.

We reward outstanding performance through:

●
A short-term incentive program focusing our executives on achieving strong financial results and superior academic and student outcomes, through individual performance objectives, and
●
A long-term incentive program providing a mix of equity vehicles designed to reward long-term financial performance and shareholder value creation.

Our executive compensation program is founded on aligningaligns the attainment of our business transformation and growth objectives with commensurate rewards based on results achieved over both short- and long-term performance periods. The Compensation Committee believes this approach appropriately focuses executives on achieving our strategic priorities and provides appropriate upside and downside potential based on actual performance and results achieved over time.

Our program, particularly how we measure performance through both annual incentives and our long-term performance share plan, employs measures that support our fundamental shift in strategic focus for management and our organization at large.

Graphic

Fiscal year 2021 highlights underscored by2023 created a foundation for future growth through our commitment tostrategic business transformation and growthoperational execution.

Key Achievements

How this positions us for long-term sustainable growth

Announcing the purchaseIntegration of Walden University and our legacy institutions

●Reinvests capital (following
Integration of Walden University and our legacy institutions into a complementary portfolio of like-kind institutions, all with a center of gravity in healthcare; and
●
Created centers of excellence by centralizing our marketing and student experience capabilities, deploying best practices enterprise-wide and realizing economies of scale to enhance the divestiture of Adtalem Brazil) via inorganic growth to expand market share of our medical and healthcare business while harnessing synergies to accelerate returns and position us for short- and long-term growth; andstudent journey
●Complements existing portfolio while adding substantial scale as a workforce solutions provider with innovative online capabilities

Focus on integration readiness as a segue to realizing value captureCreated an unparalleled operational foundation

●Established integration synergy plans for post-close execution securing our commitment to deliver a
Achieved the two-year $60 million contributioncost synergy target, creating significant efficiencies and a more profitable operating model; and
●
Efficiencies and operating model unlocked the ability to free cash flow and $1.15 in EPS accretion from continuing operations (excluding special items) in year one following acquisition closesustainably invest for future organic growth as part of our Growth with Purpose strategy

Strengthening our benchLaunched Growth with Purpose strategy

●
Focus on improving operational and focus on excellence in talent

financial performance through fiscal year 2026;
●Strengthened bench
Driving organic enrollment growth through expanding access to underserved communities and supported long-termdelivering high-quality academic outcomes; and
●
Accelerating enrollment growth led by investing in several key leadership hires with emphasis on general management, strategic marketingprograms such as nursing, social and growth-oriented roles, improving the succession pipeline in key functionalbehavioral health, and operational areasveterinary medicine, as we exited fiscal year 2023

Maintained FocusDisciplined Capital Allocation Philosophy

●
Robust cash generation, $206 million of net cash provided by operating activities-continuing operations in fiscal year 2023;
●
Executing on Business Continuity ~ Normalizedcapital allocation priorities, reinvested $37 million in capital expenditures in fiscal year 2023 for future growth;
●
Reduced long-term financial obligations by $151 million in fiscal year 2023; and prepared
●
Returned $140 million of excess capital to expand business during Pandemic

●Demonstrated agility with limited time and resources and despite the uncertainty during unprecedented times;
●Rebounded with strong financial performance despite significant challenges to the business;
●Managedshareholders through times of extreme uncertainty for Chamberlain and the medical schools where clinical experience is key for student success; andshare repurchases in fiscal year 2023
●Consolidated brick and mortar administrative offices and managed a complete remote workforce while significantly expanding our remote work capabilities for the longer term.

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Table of Contents

Proposal No. 3 Say-on-pay: Advisory Vote to Approve the Compensation of Our Named Executive Officers (“NEOs”)

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CONTINUED SHAREHOLDER OUTREACH

Adtalem employs a proactive investor relations approach, involving management and the Board, with ongoing outreach and interactive dialogue with investors to seek input on topics including corporate governance, executive compensation, diversity, equity and inclusion, and strategy. Our goal is to provide transparency to ensure there is a clear understanding of our business and our operating and financial performance – as set forth in our public filings, through one-on-one discussions, non-deal road shows, and investor conferences.

While we are very pleased by the positive response to the executive compensation program substantiated by our 92% ‘say on pay’ approval rating, ourOur ongoing commitment to shareholder outreach included proactive outreach to our top shareholders in 2021.2023. Those shareholders that did provide feedback (which collectively hold approximately 45% of our shares) responded favorably to our executive compensation program,and did not express any particular areas of concern and reiterated their support for the positive changes implementedstrategic transformation actions executed last year.year and our new Growth with Purpose organic growth strategy.

Adtalem and the Compensation CommitteeBoard will continue to engage itsour shareholder base in the future to understand and attempt to respond to shareholder concerns, particularly in connection with potential changes to its compensation or governance practices.concerns.

Impact of COVID-19 on our Executive Compensation ProgramPAY-FOR-PERFORMANCE FOCUS

The Adtalem organization remained agile, innovative, and dedicated to our mission, vision, and values, successfully weathering the continued impacts of the pandemic in fiscal year 2021. Payouts under our annual Management Incentive Plan (MIP), as well as performance shares (PSU) vesting in 2021, reflected actual performance despite the effects of the pandemic on our business.

PAY-FOR-PERFORMANCE FOCUS

We use both short- and long-term incentives to reward NEOs for delivering strong business results, increasing shareholder value, and improving student outcomes. With our pay-for-performance philosophy, an executive can earn in excess of target levels when performance exceeds established objectives. And, if performance falls below established objectives, our incentive plans pay below target levels, which in some cases could be nothing at all.

GraphicGraphic

MS. WARDELL’S 2021 TARGET COMPENSATION MIX(1)OTHER NEO 2021 TARGET
COMPENSATION MIX(1)(2)
Excludes perquisites.
(1)(2)Excludes perquisites.
(2)Illustration represents fiscal year 2023 target compensation mix for NEOs who were actively employed as of June 30, 2021 withMr. Beard and the exception of Douglas Beck who had not yet received an ‘annual’ LTI award.other NEOs.

Program Design:

●The actual value realized from the annual MIP award can range from zero, if threshold performance targets are not met, to up to 200% of targeted amounts for exceptional organizational performance.
●Our regular long-term incentive program consists of equity-based awards whose value ultimately depends on our stock price growth. Aperformance. Beginning with fiscal year 2023, the Compensation Committee determined that it would no longer grant stock options. The elimination of stock options is intended to simplify the long-term incentive program and to shift more of the equity mix to performance-based equity awards. As a result, a significant portion of the equity-based awards granted under the annual long-term component (one-thirdincentive program (60% of Ms. Wardell’s and the other NEO’sexecutive officers’ annual awards) is granted in the form of PSUs, the number of which are earned is based on ourachievement of three-year financial performance versusgoals. For the PSUs granted in fiscal year 2023, the Committee approved the use of Revenue Growth and EBITDA Margin as the financial performance measures, replacing return on invested capital (ROIC)(“ROIC”) and free cash flow (FCF)(“FCF”) per share goals.as the financial performance metrics for the PSUs, to better align the long-term incentive program with Adtalem’s long-term growth strategy. If the minimum levels of performance are not met, no PSUs are earned; if the minimum levels of performance are met, payout can range from 50% to 150%200% of the target number of PSUs. Beginning in fiscal year 2022, we are shifting our equity mix to 50% PSUs to strengthen pay-for-performance alignment.

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Performance Assessment: Our Compensation Committee uses a comprehensive, well-defined, and rigorous process to assess organizational and individual performance. We believe the performance measures for our incentive plans focus management on the appropriate objectives for the creation of short- and long-term shareholder value as well as academic quality and organizational growth.

20212023 COMPENSATION DECISIONS AND ACTIONS

Key Fiscal Year 20212023 Compensation Decisions

BASE SALARYPage 4844

While

Adtalem remainsis committed to offering market competitive compensation forto our key executives, including competitive base salaries. In fiscal year 2023, the Board and/or the Compensation Committee chose to freezeapproved merit increases in base salaries of 2% for allMr. Beard and each of our other NEOs as a responsepart of our normal compensation review process which takes into account market competitiveness and individual performance. The base salary of Mr. Beard was increased from $900,000 to $918,000, the ongoing challenges resultingbase salary of Mr. Phelan was increased from $480,000 to $489,600, the COVID-19 pandemic.

base salary of Mr. Beck was increased from $515,000 to $525,300, the base salary of Mr. Herrera was increased from $435,000 to $443,700, and the base salary of Mr. Tom was increased from $400,000 to $408,000.


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ANNUAL INCENTIVESPage 4945

For Ms. Wardell, 85% of the fiscal 2021 MIP award was based on Adtalem’s financial performance, specifically adjusted earnings per shareMr. Beard and revenue, reflecting our CEO’s key responsibility in leading Adtalem’s financial growth. The remaining 15% was based on individual performance. For the other NEOs, 70% of the 2021fiscal year 2023 MIP award was based on financial performance at Adtalem (adjusted(45% based on Adtalem revenue and 55% based on Adtalem adjusted earnings per share and revenue) or at the institutionsshare). The resulting MIP award for which the NEO is responsible (operating income and revenue),Mr. Beard and the remaining 30% wasother NEOs, as determined based on Adtalem financial performance, was then adjusted for individual performance.performance by an individual performance modifier which can range from 0% to 125%.

PayoutsAwards under the 2021fiscal year 2023 MIP awardfor Adtalem financial performance were earned at 123%88% of the MIP target for Ms. WardellMr. Beard and between 111%the other NEOs. The MIP awards as determined based on financial performance for Mr. Beard and 129% of target for the other NEOs reflectingwere then each adjusted by an individual performance modifier of 125% to reflect individual performance resulting in MIP awards that were earned at 109% of the strong financial performance of AdtalemMIP target for Mr. Beard and its institutions and individual contributions for fiscal year 2021.the other NEOs.

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LONG-TERM INCENTIVESPage 49


LONG-TERM INCENTIVES Page 53

In fiscal year 2021, Ms. Wardell2023, Mr. Beard and the other NEOs received long-term incentive grantsawards consisting of performance vestingperformance-vesting PSUs service-vesting stock options, and service-vesting RSUs.

Performance share awardsIn addition to the PSUs granted in 2018fiscal year 2023, PSUs granted to NEOs1, consisted of financial-based PSUs, in August 2020 for the fiscal year 2021 through fiscal year 2023 three-year performance period vested in 2021 including RevenueAugust 2023 based on the achievement of ROIC and Free Cash FlowFCF per share targets that were assessed over athe three-year performance period. Based on our financial performance for the three-year performance period, the ROIC and Free Cash FlowFCF per share PSUs vested with an overall payout of 64.3%72.2% and 93.8%77.2% of target, respectively.

1

excluding Ms. Wardell, who did not receive a grant of LTI in August 2018Excluding Mr. Phelan, Mr. Beck, Mr. Herrera, and Douglas Beck and Robert PhelanMr. Tom, who were not employed by Adtalem at the time of grant.

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Factors Guiding our Decisions

●Executive compensation program objectives, philosophy, and principles;
●Shareholder input, including say-on-pay vote;
●Adtalem’s mission, vision, purpose, and “TEACH” values;
●The competitive landscape, trends, and best pay practices;
●Financial performance of Adtalem and its individual institutions; and
●Advice of our independent outside compensation consultant.

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The following provides a more in-depth discussion of our performance in these areas that helped drive the Compensation Committee’s evaluation of performance, and ultimately, compensation decisions for fiscal year 2021.2023.

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Proposal No. 3 Say-on-pay: Advisory Vote to Approve the Compensation of Our Named Executive Officers (“NEOs”)

2021​

2023 Financial and Operational Highlights

Adtalem’s fiscal year 20212023 financial results reflect continued growthpositive returns on our transformation and operational initiatives across the enterprise. Total enrollments at the end of fiscal year 2023 were nearly 76,000 students, resulting in its Medicalrevenue of $1.5 billion. During the year, we integrated Walden University and Healthcareachieved our two-year $60 million cost synergy target, creating significant efficiencies and Financial Services segments, with revenue increasing 4.7% and 10.7%, respectively, despitea more profitable operating model. For the effects of COVID-19. COVID-19 resulted in estimated revenue losses of approximately $47 million,full year, we grew adjusted operating income losses of approximately $33 millionmargin by 40 basis points year-over-year to 19.8% and loss ofreported adjusted earnings per share of approximately $0.50 in fiscal year 2021. Through efforts to manage salary, travel, and discretionary spending, Adtalem$4.21, which was able to partially offset35% higher than the effects of COVID-19 and achieve fiscal year 2021 earnings per share, excluding special items, of $2.98.prior year. See Appendix A for a reconciliation to reported GAAP results.

Significant progress​

Fiscal year 2023 was made in executinga foundational year for Adtalem as we executed on our workforce solutionsstrategic transformation, capturing and creating value, and integrating our five like-kind institutions. We formally launched our Growth with Purpose strategy, in fiscal year 2021; a strategy designed to drive superior student outcomes, meetwhich focuses on improving and accelerating our organic performance across the critical workforce needsvalue-creating activities of the business while continuing to expand access for aspiring students and delivering high-quality academic outcomes. Our new foundation will amplify our employer partners and drive valuepurpose-led mission for our shareholders. We entered into an agreementmany years to acquire Walden University to further position us as a leading healthcare education provider with market-leading scale and breadth. We successfully completed the acquisition of Walden University in August, 2021.come.

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Fiscal year 20212023 revenue was below our expectations whileplan with adjusted earnings per share exceededcoming in ahead of our expectations, as reflected in our fiscal year 2021 operating plan, which servedserves as the basis for our fiscal year 20212023 MIP financial performance targets. As a result, the portions of executive officer MIP awards based on Adtalem revenue and adjusted earnings per share paid out at 98.0%58.2% and 136.5%111.6% of target, respectively.

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Graphic

FY 2021 REVENUE

*

FY 2021 EARNINGS PER SHARE
*

Adjusted results exclude impact of special items. See Appendix A for a reconciliation to reported results.

EXECUTIVE COMPENSATION GOVERNANCE AND PRACTICES

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WHAT WE DO

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WHAT WE DON’T DO

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✓
Pay for economic and academic performance
✓
Solicit and value shareholder opinions about our compensation practices
✓
Deliver total direct compensation primarily through variable pay
✓
Set challenging short- and long-term incentive award goals
✓
Provide strong oversight that ensures adherence to incentive grant regulations and limits
✓
Maintain robust stock ownership requirements
✓
Adhere to an incentive compensation recoupment (clawback) policy
✓
Offer market-competitive benefits
✓
Consult with an independent advisor on executive pay practices, plan designs, and assessing external competitive pay levels

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✕
✘
Provide guaranteed salary increases
✕
✘
Provide tax gross-ups on severance or other payments in connection with a change in control
✕
✘
Provide single-trigger change-in-control severance
✕
✘
Re-price stock options or exchange underwater options for other awards or cash
✕
✘
Pay dividends on unvested performance-based awards
✕
✘
Provide excessive perquisites
✕
✘
Offer a defined benefit pension or supplemental executive retirement plan
✕
✘
Permit hedging or pledging of Adtalem Common Stock
✕
✘
Reward executives without a link to performance

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Proposal No. 3 Say-on-pay: Advisory Vote to Approve the Compensation of Our Named Executive Officers (“NEOs”)

Executive Compensation

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Executive Compensation

PRINCIPLES OF EXECUTIVE COMPENSATION

The Compensation Committee uses the following Principles of Executive Compensation to assess Adtalem’s executive compensation program and to provide guidance to management on the Compensation Committee’s expectations for the overall executive compensation structure:

Principle

Purpose

Stewardship/Sustainability

●
Reinforce Adtalem’s purpose and long-term vision
●
Motivate and reward sustained long-term growth in shareholder value
●
Uphold long-term interests of all stakeholders (including students, employees, employers, shareholders, and taxpayers)
●
Focus on sustaining and enhancing the quality and outcomes of education programs
●
Promote continued differentiation and expansion of Adtalem’s programs

Accountability

●
Ensure financial interests and rewards are tied to executive’s area of impact and responsibility (division, geography, and function)
●
Require timing of performance periods to match timing of employee’s impact and responsibility (short-, medium-, and long-term)
●
Emphasize quality, service, and academic and career results
●
Articulate well defined metrics, goals, ranges, limits, and results
●
Motivate and reward achievement of strategic goals, with appropriate consequences for failure
●
Comply with legislation and regulationregulations

Alignment

●
Promote commonality of interest with all stakeholders (including students, employees, employers, ownersshareholders, and taxpayers)
●
Reflect and reinforce Adtalem’s values and culture
●
Promote commonality of interests across business units, geography, and up, down and across the chain of command
●
Provide a balance between short- and long-term performance

Engagement

●
Attract and retain high quality talent and provide for organizational succession
●
Provide market competitive total compensation and benefits packages at all levels
●
Promote consistent employee development at all levels
●
Motivate urgency, creativity, and dedication to Adtalem’s purpose
●
Clearly communicate the link between pay and performance

Transparency

●
Clearly communicate compensation structure, rationale, and outcomes to all employees and shareholders
●
Provide simple and understandable structure that is easy for internal and external parties to understand
●
Maintain a reasonable and logical relationship between pay at different levels
●
Base plan on systematic goals that are objective and clear, with appropriate level of discretion

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Proposal No. 3 Say-on-pay: Advisory Vote to Approve the Compensation of Our Named Executive Officers (“NEOs”)

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20212023 EXECUTIVE COMPENSATION FRAMEWORK

Adtalem’s fiscal year 20212023 incentive compensation program for executives was designed to link compensation performance with the full spectrum of our business goals, some of which are short-term, while others take several years or more to achieve:

2023 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. Given the challenges presented by the pandemic and in response
●
Represents 12% to the unprecedented and evolving business landscape, we took a conservative approach and did not increase salaries for executives during fiscal year 2021.
●Represents 14% and 28%35% of target Total Direct Compensation for Ms. WardellMr. Beard and other NEOs (on average), respectively.

Annual

Incentive

(cash)

MIP

Reward achievement of short-term operational business priorities

1 year

●Revenue*
●
Revenue
●
Adjusted Earnings Per Share*
●
Individual GoalsPerformance Modifier
●
Represents 15% and 20%to 23% of target Total Direct Compensation for Ms. WardellMr. Beard and other NEOs (on average), respectively.

Long Term
Long-Term Incentive
(equity)

Stock Options

Reward stock price growth and retain key talent

4 year ratable

●Stock price growth
●Represents 33.3% of NEO LTI granted in FY21

RSUs

Align interests of management and shareholders, and retain key talent

3 year ratable

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​

●
Stock price growth

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​

●
Represents 33.3%40% of NEO LTI granted in FY21FY23.**

ROICRevenue Growth PSUs

FCF PSUs

Reward achievement of multi-year financial goals, align interests of management and shareholders, and retain key talent

3 year cliff

●ROIC
● FCF per share
Revenue Growth
●
Represents 33.3%60% of NEO LTI granted in FY21FY23.**

EBITDA Margin PSUs
​

●
EBITDA Margin

*

A portion of theThe MIP payout for executive leadership of business segments and business unitsthe institutions is also based on the revenue and adjusted operating income at such executive’s business segment or business unit.institutions.

**

The total long-term incentive award consisting of both RSUs and PSUs represents 73% of target Total Direct Compensation for Mr. Beard and 42% of target Total Direct Compensation for other NEOs (on average).

ANALYSIS OF 20212023 EXECUTIVE COMPENSATION

Annual Base Salary Review

Annual base salaries for NEOs are intended to reflect the scope of their responsibilities, the experience they bring to their roles, and current market compensation for similar roles outsideof other executives of companies that are peers of Adtalem. Once established, and under normal business conditions, base salaries are reviewed annually for adjustment to reflect the executive’s prior performance and respond to changes in market conditions. The table below lists the seven criteria the Compensation Committee uses to determine changes to salary from one year to the next.

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Base salary adjustments are made based on seven criteria:

1.

Adtalem’s overall financial performance compared to operating plan

2.

Executive’s performance against established individual goals and objectives

3.

Executive’s effectiveness in instilling a culture of academic quality, teamwork, student service, and integrity

4.

Executive’s expected future contributions

5.

Comparison to peer group and other available market data

6.

Merit increase parameters set for all colleaguesemployees in the organization

7.

Discretion based on interaction and observation throughthroughout the year

48     Fiscal Year 2023 Base Salary DecisionsAdtalem Global Education Inc.

In August 2022, the Board, based on the Compensation Committee’s recommendation in consultation with Meridian, increased Mr. Beard’s base salary from $900,000 to $918,000. In August 2022, the Compensation Committee also increased Mr. Phelan’s base salary from $480,000 to $489,600, Mr. Beck’s base salary from $515,000 to $525,300, Mr. Herrera’s base salary from $435,000 to $443,700, and Mr. Tom’s base salary from $400,000 to $408,000. In each case, the base salaries of the NEOs were increased by a 2% merit increase based on a review of market competitiveness and individual performance as part of our normal annual compensation review process.

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Proposal No. 3 Say-on-pay: Advisory Vote to Approve the Compensation of Our Named Executive Officers (“NEOs”)

Fiscal Year 2021 Base Salary Decisions​

Given the unprecedented challenges presented by the pandemic and in response to the evolving business landscape, in August 2020 management, together with the Compensation Committee and based on input from F.W. Cook, made the decision that base salaries for NEOs would not be adjusted; and all were maintained at current levels for fiscal year 2021.

ANNUAL BASE SALARY

     FY2021
Lisa W. Wardell$1,100,000
Robert J. Phelan$350,000
Stephen W. Beard$600,020
Douglas G. Beck(1)$500,000
Kathy Boden Holland$592,250
Michael O. Randolfi(2)$600,000
(1)Mr. Beck was hired on June 14, 2021 and therefore did not have a salary for fiscal year 2020.
(2)Mr. Randolfi resigned effective April 23, 2021.

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Fiscal Year

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Fiscal Year

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Percent

Name

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2023

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2022

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Change

Stephen W. Beard

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$

918,000

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$

900,000

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2.0%

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Robert J. Phelan

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$

489,600

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$

480,000

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2.0%

 

Douglas G. Beck

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$

525,300

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$

515,000

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2.0%

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Maurice Herrera

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$

443,700

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$

435,000

 

2.0%

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Steven Tom

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$

408,000

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$

400,000

 

2.0%

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Annual Cash Incentive Compensation

The annual cash incentive, delivered through the MIP, provides the NEOs with the opportunity to earn rewards based on the achievement of organizational and institutional performance, as well as individual performance.

How the MIP Works

MIP target award opportunities for each NEO are set by the Compensation Committee based on factors including external surveys of peer company practices for positions with similar levels of responsibility. These targets, which are expressed as a percentage of base salary, are then reviewed at the beginning of each fiscal year based on updated market compensation data.

For fiscal year 2021,2023, the MIP provided Adtalem’sMr. Beard with a target award opportunity of 120% of base salary and the other NEOs (other than Ms. Wardell) with a target award opportunity ranging from 50%60% to 80% of base salary. For this period, theThe target award opportunity for Ms. WardellMr. Beard was set atincreased for fiscal year 2023 from 110% of base salary (consistent with fiscal year 2020). Additionally, the award opportunity for Mr. Phelan was adjusted mid-year to 80% (from 50%) during the period which he served as interim CFO in addition to his role as Vice President and Chief Accounting Officer.based on a review of market competitiveness. No other changes were made to the MIP target award opportunity as a percentage of base salary for the other NEOs.

For fiscal year 2023, the financial performance measures for the MIP, and the weightings of such measures, were Adtalem revenue (45%) and Adtalem adjusted earnings per share (55%) for Mr. Beard and each of the other NEOs. The weightings of the financial performance measures were changed for fiscal year 2023 from 45% Adtalem adjusted earnings per share for Mr. Beard and 40% Adtalem adjusted earnings per share for the other NEOs and 40% Adtalem revenue for Mr. Beard and 30% Adtalem revenue for the other NEOs. In addition to the change in the weightings of the financial performance measures, the individual performance component of the MIP, which was 15% for Mr. Beard and 30% for the other NEOs, was eliminated and replaced by an individual performance modifier. The individual performance modifier can adjust the MIP award determined based on the financial performance results by a factor that can range from 0% to 125%. The change in the weightings of the financial performance measures and the introduction of an individual performance modifier are intended to place greater emphasis on the financial performance results while continuing to incorporate individual performance into the MIP award.

Creating a Strong Link to Pay-for-Performance

We believe the MIP payouts made to our NEOs for fiscal year 20212023 support our executive compensation objective of pay-for-performance by rewarding our NEOs to the extent they met or exceeded pre-established financial and individual performance goals and financial performance goals related to the institutions they oversee.



goals.

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Actual MIP awards can be higher or lower than the target opportunity based on the results for each financial performance measure. Performance below the threshold for the goal will result in no payment for that performance goal. Performance at or above threshold can earn an award ranging from 50% of the target amount to a maximum of 200% of the target amount for maximum performance.

In addition to the actual financial results achieved, the Compensation Committee, or the independent directors in the case of Mr. Beard, also considers individual performance over the course of the fiscal year for each NEO and may increase or decrease the MIP award as determined based on financial results by applying an individual performance modifier of between 0% and 125%, which can result in a maximum MIP payout of 250% of the target amount. Individual performance goals that factor into the individual performance modifier reflect functional results and/or institution performance appropriate for the NEO, as well as academic outcomes, organizational strength, and the advancement of Adtalem’s core values. Individual performance goals are designed to drive initiatives that support Adtalem’s strategy and further align leadership with Adtalem’s student-focused purpose.

The maximum amount of 200%250% of target rewards exceptional performance compared to expectations, over-delivery of strategic initiatives, and/or achievement of initiatives not contemplated at the time goals were set.

Actual earned MIP awards are determined after the fiscal year has ended and audited financial results have been completed (i.e., in the first quarter of the next fiscal year). Thus, MIP awards for fiscal year 20212023 were determined and paid in the early part of fiscal year 2022,2024, after the results for the fiscal year ended June 30, 20212023 were confirmed. The payout is based on Adtalem adjusted earnings per share and Adtalem revenue, and as applicable, institution operating income and institution revenue measures. MIP measures and goals are typically set by the Compensation Committee in the first quarter of the year in which thefinancial performance is measured, in addition to individual performance.

MIP Performance Measures

The Compensation Committee determined that Adtalem revenue and adjusted earnings per share, and revenue, along with institution revenue and adjusted operating income, and revenue, effectively balance top line revenue growth and bottom-line profitability and results and are the most appropriate short-term metrics to support our business objectives.

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measures and goals are typically set by the Compensation Committee in the first quarter of the year in which the performance is measured.

In measuring financial performance, the Compensation Committee may adjust results for certain unusual, non-recurring, or other items to ensure the MIP rewards true operational performance as it is perceived by investors and as consistently measured. Appendix A details the adjustments made in the last three fiscal years.

In instances where an institution has not demonstrated performance commensurate with the potential award, the Compensation Committee may exercise negative discretion and reduce MIP payouts for individuals with oversight over the applicable institution. In the case of acquisitions and dispositions, the Compensation Committee generally does not include revenue, and corresponding earnings per share or operating income, in theirits evaluation of achievement against targets unless such expected revenue, and corresponding earnings per share or operating income, had been factored into the performance target. Similarly, revenue, and corresponding earnings per-share or operating income performance is typically adjusted for dispositions during the year.

In addition to the actual results achieved, the Compensation Committee also considers individual performance over the course of that fiscal year for each NEO. Individual performance goals reflect functional results and/or institution performance appropriate for the executive, as well as academic outcomes, organizational strength and the advancement of Adtalem’s core values. Individual performance goals are designed to drive initiatives that support Adtalem’s strategy and further align leadership with Adtalem’s student-focused purpose.

The relative percentages assigned to the measures for each NEO(1)for fiscal year 20212023 are as follows:

Organizational, Institution and Individual Performance
Measure Allocation
     Adtalem
Adj. Earnings
Per Share		     Adtalem
Revenue		     Institution
Operating
Income		     Institution
Revenue		     Individual
Performance
Lisa W. Wardell45%40%15%
Robert J. Phelan40%30%30%
Stephen W. Beard40%30%30%
Douglas G. Beck40%30%30%
Kathy Boden Holland20%10%25%15%30%
(1)Mr. Randolfi did not receive an incentive payment under the FY21 MIP and is therefore excluded from the above table.

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Adtalem

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Adtalem

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 Adj. Earnings

Name

​

Revenue

​

 Per Share

Stephen W. Beard

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45%

​

55%

Robert J. Phelan

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45%

​

55%

Douglas G. Beck

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45%

​

55%

Maurice Herrera

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45%

​

55%

Steven Tom

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45%

​

55%

20212023 Performance Goals

Financial goals set for our MIP participants are derived from Adtalem’s fiscal year operating plans, which are recommended by Adtalem’s executive management team and approved by the Board at the beginning of each fiscal year. For fiscal year 2021,2023, these plans translated to financial performance goals of $1,116.9$1,490.0 million of revenue and $2.60$4.30 of adjusted EPS.earnings per share.

The table below shows the threshold, target, and maximum goals for revenue and adjusted earnings per share under the fiscal 2021 MIP, the performance achieved, and the resulting payout.year 2023 MIP.

       Plan       Actual Results
(excluding
special items)(1)		       Performance
Relative to Plan		       
MetricThreshold       Target       MaximumPayout %
Adtalem Revenue      $1,005.2$1,116.9    $1,340.3               $1,112.499.6%98.0%
Adtalem Adj. Earnings Per Share$ 2.08$2.60$ 3.64$2.98114.6%136.5%
(1)See Appendix A for a reconciliation to reported results.

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​

​

​

​

​

​

Plan

Metric

​

Threshold

​

Target

​

Maximum

Adtalem Revenue

​

$

1,328

​

$

1,490

​

$

1,565

Adtalem Adjusted EPS

​

$

3.36

​

$

4.30

​

$

4.73

The fiscal year 20212023 revenue target under the MIP was 5.7%7.8% higher than fiscal year 20202022 actual results of $1,052.0$1,381.8 million, which reflected expected growth in the Medical and Healthcare and Financial Servicesfrom all three reportable segments. The 2021fiscal year 2023 adjusted earnings per share target goal under MIP was 30.7%38.3% higher than 2020fiscal year 2022 actual results of $2.28,$3.11, which, again reflected expected growth infrom all segments, lower interest expense, as well as the Medical and Healthcare and Financial Services segments andexpected effect of cost control measures across all segments and home office.

50     Adtalem Global Education Inc.

Table of Contents

Proposal No. 3 Say-on-pay: Advisory Vote to Approve the Compensation of Our Named Executive Officers (“NEOs”)

Adtalem does not disclose the institution or segment performance goals utilized in its MIP due to the confidential nature of such information and the competitive harm that could result from its disclosure. The Compensation Committee considers the organization’s performance goals to represent the best estimate of what the organization could deliver if management, individually and collectively, were to materially satisfy its goals and objectives for the year. All goals are designed to be aggressive yet achievable, with the expectation that it would take extraordinary performance on the part of management to exceed them to the extent necessary to yield maximum incentive payouts under the MIP.

The Compensation Committee approves individual performance goals and objectives for the CEO at the beginning of each fiscal year. The CEO also works collaboratively with the other NEOs in developing their respective individual performance goals and in assigning weightings to such goals to place additional emphasis on tacticalhigher priorities. Individual performance goals are factors in determining base salary adjustments, annual cash incentive compensation, and future awards of long-term incentive compensation. Individual performance goals intentionally include elements that can be rated objectively as well as, to a lesser extent, elements that are of a subjective nature. Individual performance goals are used to drive stretch performance across a broad range of areas considered critical to our strategy and purpose. This mix of objective and subjective criteria allows the evaluator — the independent members of the Board in the case of the CEO, and the CEO with input and approval from the Compensation Committee in the case of the other NEOs — to assess the individual’s performance against objective criteria, while utilizing his or her discretion to make adjustments based on the individual’s perceived contributions and other subjective criteria.

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46     2023 Proxy Statement

Adtalem Global Education Inc.

​

Table of Contents

Proposal No. 3 Say-on-pay: Advisory Vote to Approve the Compensation of Our Named Executive Officers (“NEOs”)

​

A summary of the primary individual performance goals and objectives established for each of our NEOs follows:

Lisa W. Wardell
(Chairman of the Board,
President and CEO)

●Successfully navigate the COVID-19 pandemic
●Implement Workforce Solutions Provider Strategy across portfolio
●Continue building High Performance Team and Succession Planning
●Academic Outcomes and Student Success
●Continue Board and Committee Succession Planning

​

Robert Phelan
Stephen W. Beard
(VP,President and Chief Accounting
Officer & Interim CFO)
Executive Officer)

●Achieve FY21 Operating Plan
●Drive the Talent First AgendaGrow top line revenue
●Maintain
Deliver two-year value capture cost synergies
●
Improve academic outcomes
●
Strengthen performance against CEO competencies of strategy, stakeholder management, people management, and Build upon a Culture of Operational Excellenceleadership culture.
●Support Adtalem’s Growth Strategy

Stephen W. Beard
Robert J. Phelan
(Senior Vice President,
Chief OperatingFinancial Officer)

●Successful mergers
Build and acquisitions strategy to streamline Adtalem’s portfoliodevelop a high performance team
●Successful
Deliver on financial objectives
●
Drive execution of Financial Services vertical (financialour transformation growth plan and succession planning)
●Implement Workforce Solutions Provider Strategy across portfolio
●Successfully navigate the COVID-19 pandemicMeet or exceed value capture goal

Kathy Boden Holland
Douglas G. Beck
(GroupSenior Vice President, Medical
& Healthcare Education)General Counsel, Corporate Secretary and Institutional Support Services)

●“Raise
Continue to develop a top quality legal and regulatory department
●
Maintain Adtalem’s compliance with applicable laws and regulations
●
Maintain relationship with Department of Education
●
Successfully limit Adtalem’s exposure to potential DeVry University liabilities
●
Support Adtalem’s transformation initiatives

Maurice Herrera
(Senior Vice President,
Chief Marketing Officer)

​

●
Deliver on FY23 Plan
●
Drive earned media to boost reputation of institutions
●
Elevate data driven accountability
●
Grow Dotcom traffic share and optimize UX
●
Increase marketing team engagement
●
Launch distinct and compelling brand campaign for all segments

Steven Tom
(Senior Vice President, Chief Customer Officer)

●
Deliver on FY23 financial objectives & commitment
●
Meet or exceed FY23 value capture goal
●
Power new and enhanced persistence capabilities for the bar” on talentinstitutions
●
Lead a successful start to growth with purpose transformation
●
Drive a market responsive enterprise product portfolio
●
Innovate for the benefit of our institutions and succession plans across the verticalstudents
●Achieve vertical academic outcome goals
●Achieve vertical FY21 Plan for revenueAccelerate growth and operating income as well as build organic growth momentumperformance through people
●Ensure progress on the development and execution of the Social Justice Commitments action plans across the vertical
●Material and positive progress on execution of enterprise strategy within the vertical, across Adtalem as appropriate, and in collaboration with Corporate Development

​

2021 Proxy Statement     51​

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​

​

Adtalem Global Education Inc.

2023 Proxy Statement     47

​

Table of Contents

Proposal No. 3 Say-on-pay: Advisory Vote to Approve the Compensation of Our Named Executive Officers (“NEOs”)

​

Fiscal Year 20212023 MIP Decisions

Based on an evaluation of organizational performance relative to MIP measures set at the beginning of fiscal year 2021,2023, the final MIP awards were partially based on the following financial results, as adjusted for special items described in Appendix A:

●Adtalem achieved 98.0%58.2% payout for the fiscal year 20212023 revenue component; and
●Adtalem achieved 136.5%111.6% payout for the fiscal year 20212023 adjusted earnings per share component.

In addition, a portion ofThe table below shows the MIP awardsthreshold, target, and maximum goals for Ms. Boden Holland was based on results fromrevenue and adjusted earnings per share under the fiscal year 2023 MIP, the performance ofachieved, and the institutions she oversees. resulting payout.

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Target Award

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​

​

Actual Results

​

Performance

​

Payout as

​

​

Opportunity

​

Plan

​

 (excluding

​

Relative

​

% of

Metric

​

(Weighting)

​

Threshold

​

Target

​

Maximum

​

special items)(1)

​

to Plan

​

Target

Adtalem Revenue

​

45%

​

$

1,328

​

$

1,490

​

$

1,565

​

$

1,451

​

97.3%

​

58.2%

Adtalem Adjusted EPS

​

55%

​

$

3.36

​

$

4.30

​

$

4.73

​

$

4.35

​

101.2%

​

111.6%

Organization Performance

​

100%

​

​

​

​

​

​

​

​

​

​

​

​

​

99.4%

​

88%

(1)See Appendix A for a reconciliation to reported results.

Final MIP award calculations also took into consideration evaluations of individual performance for each NEO during the fiscal year. In the case of each of the NEOs, including Mr. Beard, the MIP award calculations included the application of an individual performance modifier of 125%. The independent directors, in the case of Mr. Beard, and the Compensation Committee, in the case of the other NEOs and taking into account the recommendations of Mr. Beard, determined that an individual performance modifier of 125% was appropriate based on the individual performance and contributions of each of the NEOs in fiscal year 2023 as described below. Based on all of these applicable factors, the Compensation Committee approved the following MIP awards to the NEOs:

     Annual
Target as a
Percentage of
Base Salary		     FY2021
Target Award
Opportunity		     FY2021
Actual Award		     Percent of Target
Paid Based on
FY2021 Performance
Lisa W. Wardell110%      $1,210,000      $1,489,813123%
Robert J. Phelan(1)50% and 80%$201,753$242,104120%
Stephen W. Beard80%(1)$480,016$619,200129%
Douglas G. Beck(2)70%$15,342$17,490114%
Kathy Boden Holland70%$414,575$458,727111%
(1)Mr. Phelan’s target was increased from 50% to 80% in March 2021 and pro-rated for the period when he was appointed Interim Chief Financial Officer effective April 24, 2021.
(2)Douglas Beck’s award was approved by the committee for delivery on a prorata basis for fiscal year 2021 as an arrangement in connection with his offer of employment considering his start date of June 14, 2021.

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​

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​

​

Annual

​

​

​

​

​

​

​

​

​

​

Target as a

​

​

​

​

​

​

​

​

​

Percentage of

​

Target Award

​

Actual

​

Percent of

Name

​

Base Salary

​

Opportunity

​

Award

​

Target Earned

Stephen W. Beard

​

120%

​

$

1,101,600

​

$

1,205,839

​

109%

Robert J. Phelan

​

80%

​

$

391,680

​

$

428,743

​

109%

Douglas G. Beck

​

70%

​

$

367,710

​

$

402,505

​

109%

Maurice Herrera

​

60%

​

$

266,220

​

$

291,411

​

109%

Steven Tom

​

60%

​

$

244,800

​

$

267,964

​

109%

Set forth below, as an example of the MIP calculation for NEOs, is a summary of the calculation of the fiscal year 20212023 award for Ms. Wardell:Mr. Beard:

     Target Award
Opportunity
(Weighting)		     Target     

Performance
Achieved
(Excluding
Special Items)

     

Performance
Relative
to Target

     Payout
as a % of
Target Award
Opportunity
based on
Performance
Relative
to Target		     Target Award
Opportunity
($ Amount)		     Actual
Award
Adtalem Adj. Earnings
Per Share		45% $2.60             $2.98114.6%136.5%       $544,500$743,243

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​

Payout 

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​

​

​

​

​

​

​

​

as a % of 

​

​

​

​

​

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​

​

​

​

​

​

​

​

​

​

​

​

Target Award

​

​

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​

​

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​

​

​

​

​

​

​

Opportunity

​

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​

​

​

​

​

​

​

Performance

​

​

​

Based on

​

​

​

​

​

​

​

​

Target Award

​

​

​

​

Achieved

​

Performance

​

Performance

​

Target Award

​

​

​

​

​

Opportunity

​

​

​

​

(Excluding

​

Relative

​

Relative

​

Opportunity

​

Actual

Metric

​

(Weighting)

​

Target

​

Special Items)

​

to Target

​

to Target

​

(Amount)

​

Award

Adtalem Revenue40%$1,116.9$1,112.499.6%98.0%$484,000$474,320

​

45%

​

$

1,490

​

$

1,451

​

97.3%

​

111.6%

​

$

495,720

​

$

288,509

Individual Performance15%150.0%$181,500$272,250

Adtalem Adjusted EPS

​

55%

​

$

4.30

​

$

4.35

​

101.2%

​

58.2%

​

$

605,880

​

$

676,162

Organizational Performance

​

100%

​

​

​

​

​

​

​

​

​

88%

​

$

1,101,600

​

$

964,671

Individual Performance Modifier

​

​

​

​

​

​

​

​

​

​

​

1.25x

​

$

—

​

$

241,168

Total123.1%$1,210,000$1,489,813

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​

​

​

​

​

​

​

​

​

​

109%

​

$

1,101,600

​

$

1,205,839

In reviewing Ms. Wardell’sMr. Beard’s performance, the Compensation Committeeindependent directors evaluated herhis performance against each of herhis individual goals and determined that the application of a 150% payout for the125% individual performance component of her MIP award (which represents 15% ofmodifier was warranted and appropriate given the total MIP opportunity) was appropriate. Specifically, the Compensation Committee wanted to recognize Ms. Wardell’s continued role in the transformation of the Company,financial, operational, and in particular, successfully completing the acquisition of Walden University. Additionally, the Committee believes Ms. Wardell had exceeded expectations in continuing to lead the company through the global pandemic and preserving the organization’s financial performance, while at the same time, over-delivering in terms of academic outcomes and succession planning for the Board and management.strategic results achieved during fiscal year 2023, as noted below:

●Beat consensus for revenue and EPS every quarter
●Improved year-over-year total enrollment
●Exceeded two-year value capture cost synergy target
●Launched and began executing multi-year transformation strategy
●Returned $140 million to shareholders in share repurchases and reduced debt by $151 million
●Built out and strengthened leadership team and enhanced organizational culture

52     Adtalem Global Education Inc.​

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48     2023 Proxy Statement

Adtalem Global Education Inc.

​

Table of Contents

Proposal No. 3 Say-on-pay: Advisory Vote to Approve the Compensation of Our Named Executive Officers (“NEOs”)

The​

In determining MIP awards for the other NEOs, the Compensation Committee evaluated the other NEOs against their individual goals taking into consideration the following performance highlights:

Robert J. Phelan

Mr. Phelan was instrumental in achieving the fiscal year plan, in particular overperforming on operating income through prudent​

Exceeded guidance for revenue and EPS each quarter

Exceeded value capture cost measuressynergy target

Completed successful share repurchases and planning throughout the pandemic. The Committee also noted Mr. Phelan’ssignificantly reduced debt

Significantly improved and developed a high performing team

Drove accountability and support for the workforce solutionsexecution of the transformation strategy across the portfolio.

Stephen W. BeardDouglas G. Beck

​

Developed a dynamic and pragmatic approach to risk management

Successfully engaged and established a relationship with the Department of Education

Strengthened relationship with the Federal government and current Administration

Successfully oversaw and managed ongoing litigation

Maurice Herrera

The Committee recognized Mr. Beard’s exceptional performance inDrove increased media to boost reputation of the Financial Services vertical by building out a successful management teaminstitutions

Elevated data driven accountability

Grew dotcom traffic share and overdelivering on segment revenue growth. In addition, Mr. Beard spearheadedoptimized UX

Launched distinct and compelling brand campaign for all the Walden transaction and managed the integration strategy plan and new operating model to allow for greater execution on the workforce solutions strategy.institutions

Douglas G. BeckSteven Tom

Although Mr. Beck started atSuccessfully launched strategy to create holistic One Adtalem on June 14, 2021,

Exceeded value capture cost synergy target

Powered new and enhanced persistence capabilities for the Committee noted his role in the successful completion of the acquisition of Walden University. The Committee also recognized notable talent additions completed by Mr. Beck.institutions

Kathy Boden Holland

Ms. Boden Holland was recognized by the Committee for achieving growth across medicalDrove a market responsive enterprise product portfolio

Shaped and healthcare while maintaining and improving academic outcomes, notably NCLEX scores above the national average and residency match rates of 92% for both medical schools. The Committee also noted the progress on social justice initiatives in the medical and nursing institutions.launched artificial intelligence efforts

Special Value Capture Incentive Opportunity

In November 2021, the Compensation Committee approved the Value Capture Incentive Opportunity, which was a special bonus program for fiscal years 2022 and 2023 that was designed to reward participants for identifying and executing on synergies related to the Walden University acquisition. Each of the NEOs, other than Mr. Beard, were participants in the Value Capture Incentive Opportunity. For participating executive officers, including each of the NEOs, payouts were tied to achieving pre-established realized levels of total cost synergies with funding equal to 3-5% of synergy cost targets, or $4 to $6 million. The Value Capture Incentive Opportunity payout for each participating executive officer upon achievement of the target level of cost synergies was $200,000, with the opportunity to earn a higher level of payout for exceeding the target level of cost synergies. One-half of the Value Capture Incentive Opportunity payout, or $100,000, was paid to each of the participating executive officers in fiscal year 2023 for the successful achievement of target cost synergies in fiscal year 2022. Based on the achievement of total cost synergies in excess of the target level of cost synergies as measured at the end of fiscal year 2023, each participating executive officer, including each of the NEOs other than Mr. Beard, received a Value Capture Incentive Opportunity payout of $160,000 in fiscal year 2024.

Long-Term Incentive Compensation

Long-term incentive compensation at Adtalem consists of PSUs,different forms of equity-based awards. Beginning with fiscal year 2023, the Compensation Committee determined that it would no longer grant stock options and would grant equity-based awards only in the form of RSUs and PSUs. The elimination of stock options is intended to simplify the long-term incentive program and to shift more of the equity mix to performance-based equity awards. As a result, a significant portion of the equity-based awards granted under the annual long-term incentive program (60% of the executive officers’ annual awards) is granted in the form of PSUs with the remaining 40% granted in the form of RSUs. The Compensation Committee targets the value of long-term incentive compensation for NEOs to represent a substantial percentage of their total compensation opportunity. These incentives are intended to serve three complementary objectives of our compensation program:

●Align executives’ long-term interests with those of our shareholders;
●Drive achievement of and reward executives for the delivery of long-term business results; and
●Promote long-term retention of key executives who are critical to our operations.

How the Long-Term Incentive Plan Works

The Compensation Committee granted equityequity-based awards to each of the NEOs, (exceptincluding Mr. Beck)Beard, in August 2020 (RSUs2022 in the form of RSUs and stock options) and November 2020 (PSUs)in February 2023 in the form of PSUs based on both retrospective and prospective considerations and organizational and individual considerations. PSU grants were delayed until November in orderFebruary 2023 to give the leadership team and the Compensation Committee time to evaluate the ongoing impacts of COVID-19 on the businesscomplete Adtalem’s long-term strategic plan and set goals that would achieve the long-term strategic plan and that properly aligned management and shareholder interests. The Compensation Committee took into accountconsidered the same seven criteria described in the “Annual"Annual Base Salary”Salary Review" section above in determining the amount of these awards. AwardsAnnual equity awards were delivered through a mix of stock-based vehiclesRSUs and PSUs to provide a reasonable balance to the equity portfolio.

Tier     Name     Stock Options     RSUs     PSUs
CEO, CFO, COO, and Group PresidentLisa W. Wardell33.3%33.3%16.7% ROIC/16.7%
Robert J. PhelanFCF per share
Stephen W. Beard
Kathy Boden Holland

Stock Options: Stock options reward long-term value creation through increases in stock price. To promote retention, stock option grants vest in equal annual installments over a four-year period beginning on the first anniversary All of the grant date, subject to the NEO’s continuous service at Adtalem. The Compensation Committee granted incentive stock options (“ISOs”)NEOs, including Mr. Beard, received an equity-based award with a value of up to the $100,000 Internal Revenue Service (“IRS”) limitation applicable to each one-year vesting period. To the extent this limitation was met for any NEO, the remaining portion60% of the stock option award was issued inlong-term incentive opportunity granted as PSUs and 40% of the formlong-term incentive opportunity granted as RSUs.

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Adtalem Global Education Inc.

2023 Proxy Statement     49

​

Table of non-qualified stock options. TheContents

Proposal No. 3 Say-on-pay: Advisory Vote to Approve the Compensation Committee recognizes that Adtalem may not receive a tax deduction for ISOs, but weighed this consideration against the tax benefit ISOs provide to employees and the additional enhancement to Adtalem’s ability to attract and retain executives. The Compensation Committee determined it was in Adtalem’s best interest to continue utilizing ISOs in the manner described.of Our Named Executive Officers (“NEOs”)

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Restricted Stock Units (RSUs): RSUs align the interests of management with those of shareholders and reward long-term value creation. To promote retention, RSUs vest in equal annual installments over a three-year period beginning on the first anniversary of the grant date, subject to the NEO’s continuous service at Adtalem. The vesting schedule was changed from four-year ratable vesting to three-year ratable vesting beginning in fiscal year 2023 to align with majority market practice.

Performance Share Units (PSUs): PSUs are designed to reward strong performance based on two financial performance measures. For fiscal year 2023, the Compensation Committee selected Revenue Growth and EBITDA Margin as the financial performance measures to focus executives on growth and profitability. In fiscal year 2023, PSUs granted to the NEOs were split equally among these two financial performance measures. These PSUs vest after three years based on the achievement of Revenue Growth and EBITDA Margin performance as compared to the goals set by the Compensation Committee based on performance averaged over the three-year period. The goals for the PSUs are based on the multi-year strategic plan. In some cases, stretch goals are built in to help bridge to anticipated future year targets to ensure we are appropriately working towards our long-term strategic plan.

Focusing on Long-Term Results

The Compensation Committee believes that long-term equity compensation is an important retention tool and, therefore, chose to use a four-yearthree-year ratable vesting schedule for grants of stock options and RSUs and a three-year cliff vesting schedule for PSUs, to encourage longer-term focus and retention.

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Fiscal Year 2023 Long-Term Incentive Decisions

For fiscal year 2023, NEOs received the following stock-based awards:

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​

​

2023 Long-Term

Name

​

RSUs

​

PSUs

​

Incentive Grant

Stephen W. Beard

​

$

2,399,899

​

$

3,409,058

​

$

5,808,957

Robert J. Phelan

​

$

383,888

​

$

545,806

​

$

929,694

Douglas G. Beck

​

$

205,853

​

$

292,714

​

$

498,567

Maurice Herrera

​

$

174,061

​

$

247,432

​

$

421,493

Steven Tom

​

$

160,152

​

$

227,216

​

$

387,368

Payouts from Fiscal Year 2021 Proxy Statement     53PSU Awards

PSU awards granted to Mr. Beard in August 2020 vested in August 2023. The PSU awards were split evenly between ROIC and FCF per share targets over the three-year performance period. The other NEOs did not receive PSUs in August 2020.

For the August 2020 PSUs, the funded result for ROIC was 72.2% and the funded result for FCF per share was 77.2%. The tables below show the performance measures and targets established for the August 2020 PSUs, the performance achieved, and the resulting payout.

​

Performance Goals

Payout
(as a %
of Target)

Goal

Threshold
(50% Payout)

Target
(100% Payout)

Maximum
(150% Payout)

ROIC

FY21-23
(3-year average)

Graphic

72.2%

FCF per share

FY21-23
(3-year average)

Graphic

77.2%

Payout of Chief Executive Officer’s Fiscal Year 2022 Long-Term Incentive Award

In connection with his appointment as President and CEO in September 2021, the Board granted a performance-based equity award to Mr. Beard in November 2021. Under the terms of this performance-based equity award, Mr. Beard received the opportunity to earn up to $2,500,000 in Adtalem common stock based on achievement of critical strategic milestones.

25% of Mr. Beard’s award ($625,000) was based on the successful divesture of the financial services business prior to December 31, 2022. As a result of the closing of the divestiture of the financial services business on March 10, 2022, this portion of Mr. Beard’s award vested on March 10, 2022 and Mr. Beard received 26,031 shares of Adtalem stock based on Adtalem’s closing stock price of $24.01 on March 10, 2022.

75% of Mr. Beard’s award ($1,875,000) was based on the achievement of cost synergy goals related to the Walden University acquisition. This portion of Mr. Beard’s award was split equally ($937,500 each) between (1) run rate cost synergies measured one year from the date of close of the Walden University acquisition (on August 12, 2022), and (2) total run rate cost synergies measured two years from the date of close of the Walden University acquisition (on August 12, 2023). If earned, the award would be settled in shares of Adtalem common stock, with the number of shares awarded based on Adtalem’s closing stock price on the applicable vesting dates. This portion of Mr. Beard’s award included an upside opportunity to earn additional shares if the total run rate cost synergies achieved upon completion of the two-year period exceeded the cost synergy goals. As a result of the

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50     2023 Proxy Statement

Adtalem Global Education Inc.

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Table of Contents

Proposal No. 3 Say-on-pay: Advisory Vote to Approve the Compensation of Our Named Executive Officers (“NEOs”)

​

achievement of actual run rate cost synergies in excess of the cost synergy goals, Mr. Beard received a stock payout on August 12, 2022 equal to $937,500, or 24,950 shares of Adtalem stock based on Adtalem’s closing stock price of $37.57 on August 12, 2022, and a stock payout equal to $1,406,250 (150% of the $937,500 target amount), or 31,875 shares of Adtalem stock based on Adtalem’s closing stock price of $44.12 on August 12, 2023.

Although the grant of this performance-based equity award to Mr. Beard was made in fiscal 2022 and was included in the Grant of Plan-Based Awards Table in the fiscal year 2022 proxy statement, the summary set forth above is intended to provide the details of the total payouts to Mr. Beard of this performance-based equity award.

SpecialSupplementalLong-TermIncentiveProgram

In additionconnection with Adtalem’s multi-year transformational strategy (“Growth with Purpose”), the Compensation Committee considered providing supplemental compensation opportunities to a select group of Adtalem employees to motivate and reward the execution of the Growth with Purpose transformation. In furtherance of this objective, the Compensation Committee approved a supplemental incentive program, the Growth with Purpose Incentive Program, in early fiscal year 2024 that will reward participating employees for achieving specific transformation initiatives and superior financial results that will result in a step change in the organic growth trajectory of the business, and that will deliver record levels of profitability and drive value creation.

The Growth with Purpose Incentive Program is based on a two-year performance period covering fiscal years 2024 and 2025 and includes several different tiers of participating employees, with each tier provided a different level of equity and/or cash incentive award opportunity. Each of Adtalem’s executive officers, including Mr. Beard and the other NEOs, are participants in the top tier of the Growth with Purpose Incentive Program which provides for a grant of PSUs equal in value to 50% of the executive officer’s fiscal year 2024 annual long-term incentive award target opportunity as shown in the table below.

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NEO

Annual Long-Term Incentive Award Target Opportunity

Growth with Purpose PSU Grant Value

Stephen W. Beard

$7,000,000

$3,500,000

Robert J. Phelan

$998,784

$499,392

Douglas G. Beck

$455,435

$227,718

Maurice Herrera

$452,574

$226,287

Steven Tom

$416,160

$208,080

The PSUs will be earned based on the achievement of two equally weighted measures: revenue growth and adjusted EBITDA margin goals. Payouts are based upon actual financial performance as measured following the completion of fiscal year 2025. As with the PSUs that are granted annually under Adtalem’s long-term incentive program, the PSUs granted under the Growth with Purpose Incentive Program provide for no payout if actual financial performance is below threshold and for an increased payout if financial performance is above target (up to 200% of the target number of PSUs granted). Although the financial performance measures for the Growth with Purpose Incentive Program PSUs are the same financial performance measures as for the PSUs that were granted in fiscal year 2023 (revenue growth and adjusted EBITDA margin), the Growth with Purpose Incentive Program is designed to be supplemental to the annual equity awards made to the NEOs, an RSU grant was awarded to Mr. Phelan in recognition of his appointment to Interim Chief Financial Officer effective April 24, 2021. The grant will vest 100% on the three-year anniversary of the grant date. Mr. Beck received a sign-on equity award, delivered in RSUs, which will vest ratably over a four-year period consistent with other RSUs granted to the NEOs.

Restricted Stock Units (RSUs): RSUs align the interests of management with those of shareholdersPSU program and, reward long-term value creation. To promote retention, RSUs vest in equal annual installments over a four-year period beginning on the first anniversary of the grant date, subject to the NEO’s continuous service at Adtalem.

Performance Share Units (PSUs): PSUs are designed to reward strong performance based on two financial indicators, ROIC and FCF per share, to focus executives on profitability and effective capital allocation. In fiscal year 2021, PSUs granted to the NEOs were split equally among these two components. These PSUs vest after three years based on ROIC and FCF per share performance, respectively, as compared to the goals outlined in the following tables:

ROIC Performance Goals (FY21-23)
Performance Period     Threshold
(50% Payout)		     Target
(100% Payout)		     Maximum
(150% Payout)
1-Year Goal for Fiscal Year 20218.0%8.8%9.6%
 
FCF Per Share Performance Goals (FY21-23)
Performance PeriodThreshold
(50% Payout)		Target
(100% Payout)		Maximum
(150% Payout)
1-Year Goal for Fiscal Year 2021$2.59$2.88$3.17

At the start of the performance period for fiscal year 2021, the average ROIC and FCF per share goals were set for a one-year period as an exception to our normal three-year goal setting process due to challenges in goal setting arising from the COVID-19 pandemic. The Committee further agreed to review and set goals for the remaining two years of the three-year performance period. Similar to goals for the MIP, these goals areaccordingly, is based on the multi-year strategic plan. In some cases, stretch goals are built in to help bridge to anticipated future year targets to ensure we are appropriately working towards our long-term strategic plan. In addition, atachievement of substantially higher levels of revenue growth and adjusted EBITDA margin performance as of the onsetend of fiscal year 2021 we also conducted a comprehensive analysis, examining our payout history, changes to our strategic plan accounting for recent and anticipated corporate transactions and events as well as the target ranges of our closest competitors. This year we also considered the additional challenges as presented by the global pandemic and its impact the business landscape to ensure we are positioning ourselves appropriately considering the market and compared to peers in the industry.

Vesting for performance between threshold and target and between target and maximum is determined by straight-line interpolation.

The 2021 PSU grant design is consistent with the change introduced in fiscal year 2020 such that vesting will be based on performance averaged over the three-year period. This design change was introduced in 2019 following shareholder questions regarding the need for the previous plan design that used two separate performance calculations to determine funding and also serves to preserve the simplified PSU construct introduced in fiscal year 2020.2025.

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Fiscal Year 2021 Long-Term Incentive Decisions

For fiscal year 2021, NEOs received the following stock-based awards:

     Stock
Options		     RSUs     PSUs     2021 Long-Term
Incentive Grant
Lisa W. Wardell$1,785,580$1,999,953$1,999,840          $5,785,373
Robert Phelan(1)$47,697$253,628$53,214$354,539
Stephen W. Beard$461,377$516,644$516,696$1,494,717
Douglas Beck(2)—$1,199,824—$1,199,824
Kathy Boden Holland$327,458$366,744$366,780$1,060,982
Michael O. Randolfi(3)$327,458$366,744$366,780$1,060,982
(1)Reflects the value of the RSU grant made to Mr. Phelan in connection with his appointment as Interim Chief Financial Officer on April 24, 2021.
(2)Reflects the value of Mr. Beck’s sign-on grant delivered in restricted shares on his date of hire, June 14, 2021.
(3)Mr. Randolfi forfeited these awards when he resigned from Adtalem effective April 23, 2021.

Payouts from Fiscal Year 2019 Performance Share Awards

Performance share awards granted in August 2018 to Mr. Beard and Ms. Boden Holland, which included both financial-based PSUs, vested in 2021. The PSU awards were split evenly between ROIC and Free Cash Flow per share targets over the three-year performance period. Final funding is based upon the “better of” either, the 3-year average goal achievement, or the sum of each year’s “banked” results divided by 3. The other NEOs did not receive PSUs for the 2018 cycle.

For the FY2019-2021 Plan, the funded result for ROIC is the same in either case at 64.3%, while the “better of result for FCF/share favors the sum of each year’s banked results at 93.8%. The tables below show the performance measures and targets established for the August 2018 PSUs, the performance achieved, and the resulting payout.

Performance GoalsPayout
(as a %
of Target)
GoalThreshold
(50% Payout)		Target
(100% Payout)		Maximum
(150% Payout)
Financial-Based PSUs
ROICFY201984.8%
ROICFY202056%
ROICFY202152%
ROICFY2019-2021
(3-year average)		64.3%
Fiscal Year 2019-2021 PSU ROIC Total Payout as a % of Target:64.3%

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Performance GoalsPayout
(as a %
of Target)
GoalThreshold
(50% Payout)		Target
(100% Payout)		Maximum
(150% Payout)
Financial-Based PSUs
Free Cash Flow per Share - FY2019131.2%
Free Cash Flow per Share - FY202074.7%
Free Cash Flow per Share - FY202175.6%
Free Cash Flow per Share - FY2019-2021
(3-year average)		88.7%
Fiscal Year 2019-2021 PSU Free Cash Flow Total Payout as a % of Target:93.8%

COMPENSATION SETTING PROCESS

Role of the Compensation Committee

The Compensation Committee determines the appropriate level of compensation for the CEO and other NEOs. The Compensation Committee reviews and approves all components of annual compensation (base salary, annual cash incentive, and long-term incentive) to ensure they align with the principles of Adtalem’s compensation program. In addition, the Compensation Committee meets periodically to review the design of the overall compensation program, approve performance targets and review management performance, and it assists in establishing CEO goals and objectives.

Each year, the Compensation Committee recommends CEO compensation to the independent members of the Board, taking into consideration the CEO’s performance evaluation and advice from the independent executive compensation consulting firm engaged by the Compensation Committee. In determining the CEO’s long-term incentive compensation, the Compensation Committee considers Adtalem’s absolute and relative performance, incentive awards to CEOs at comparable companies, past awards, and the CEO’s expected future contributions, as well as other factors it deems appropriate.

The Compensation Committee approves base salary, annual cash incentive, and long-term incentive compensation for Adtalem’s NEOs, except for the CEO whose compensation package is recommended by the Compensation Committee and approved by the independent members of the Board during executive session.

Role of the Executive Officers and Management

The CEO, in consultation with the Senior Vice President, Chief Human Resources Officer, provides the Compensation Committee with compensation recommendations for the other NEOs, including recommendations for annual base salary increases, annual cash incentive awards, and long-term incentive awards. These recommendations are based on market-competitive compensation data and the CEO’s assessment of each NEO’s performance in the prior year. While these

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recommendations are given significant weight, the Compensation Committee retains full discretion when determining compensation.

The Compensation Committee reviews and approves, with any modifications it deems appropriate, base salary, annual cash incentive awards, and long-term incentive awards for Adtalem’s NEOs.

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Role of the Compensation Consultant

The Compensation Committee retains ultimate responsibility for compensation-related decisions. To add objectivity to the review process and inform the Compensation Committee of market trends and practices, the Compensation Committee engages the services of an independent executive compensation advisory firm. For fiscal year 2021,2023, the Compensation Committee engaged Meridian Compensation Partners, LLC (“Meridian”) as its independent executive compensation consultant. F.W. Cook, the Compensation Committee’s previous compensation consultant attended the August 2020 meeting of the Compensation Committee. Meridian attended the meetings from November 2020 through the end of fiscal year 2021.

Meridian reviewed Adtalem’s executive compensation structure and incentive plan designs and assessed whether the executive compensation program is competitive and supports the Compensation Committee’s goal to align the interests of executive officers with those of shareholders, students, and other stakeholders.

For fiscal year 2021,2023, Meridian’s primary areas of assistance were:

●Gathering information related to current trends and practices in executive compensation, including peer group and broader market survey data;
●Reviewing, analyzing, and providing recommendations for Adtalem’s list of peer group companies;
●Benchmarking competitive pay levels for NEOs and other executivesexecutives;
●Advising on short-term and long-term incentive plan designs;
●Reviewing information and recommendations developed by management for the Compensation Committee and providing input on such information and recommendations to the Compensation Committee;
●Attending and participating in all Compensation Committee meetings and most non-employee director executive sessions, as well as briefings with the Compensation Committee chair and management prior to meetings; and
●Reviewing with management and the Compensation Committee the materials to be used in Adtalem’s Proxy Statement.Statement; and
●Benchmarking the non-employee director compensation program.

In the second half of fiscal year 2021, Meridian also conducted a review of our non-employee director compensation program and recommended that we maintain our annual retainer rate throughout fiscal year 2021. Refer to “Director Compensation” beginning on page 36 for more detail.

The Compensation Committee has the sole authority to approve the independent compensation consultant’s fees and terms of the engagement. Thus, the Compensation Committee annually reviews its relationship with, and assesses the independence of, its independent consultant to ensure executive compensation consulting independence. The process includes a review of the services the independent consultant provides, the quality of those services, and fees associated with the services during the fiscal year. The Compensation Committee has assessed the independence of its independent consultants pursuant to applicable SEC rules and NYSE listing standards and has concluded that the independent consultants’ work for the Compensation Committee does not raise any conflict of interest.

Executive Compensation Peer Group

To ensure Adtalem continues to provide total executive compensation that is fair and competitively positioned in the marketplace, the Compensation Committee reviews the pay level, mix, and practices of peer group companies. The Compensation Committee does not target any specific percentile levels in establishing compensation levels and opportunities.

While including all large publicly-held, private sector higher education schools,organizations, Adtalem’s peer group also includes a broader group of organizations in order to provide more comprehensive compensation data. Adtalem’s expanded peer group includes publicly-held organizations that provide services over an extended period of time. In consideration of Adtalem’s significant focus on healthcare education, which requires attracting and retaining seasoned healthcare professionals and executives, the peer group also includes healthcare services companies. Revenue of most of the peer group organizations is generally between one-half and two times Adtalem’s revenue.

2021 Proxy Statement     57The following peer group was used for fiscal year 20234:

2U Inc.

Chegg

John Wiley & Sons

Amedisys

Chemed

Laureate Education

American Public Education

Cross Country Healthcare

MEDNAX, Inc.

AMN Healthcare

Ensign Group

Perdoceo Education

Bright Horizons Family Solutions LLC

Graham Holdings Company

Strategic Education

Brookdale Senior Living Inc.

Grand Canyon Education, Inc.

Stride

4Adtalem removed two companies from its peer group for FY23: (i) Houghton Mifflin Harcourt Company, which was acquired in April 2022 and data was no longer available; and (ii) WW International, Inc., due to the different nature of its business.

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The following peer group was used for fiscal 2021:​

2U Inc.Cross Country HealthcareLaureate Education
AmedisysEnsign GroupMEDNAX, Inc.
AMN HealthcareGraham Holdings CompanyPerdoceo Education
Bright Horizons Family Solutions LLCGrand Canyon Education, Inc.Strategic Education
Brookdale Senior Living Inc.Houghton Mifflin HarcourtTivity Health
CheggJohn Wiley & SonsWW International
ChemedK12

ADDITIONAL EXECUTIVE COMPENSATION PRACTICES

Deferred Compensation

Adtalem maintains the Nonqualified Deferred Compensation Plan that allows certain employees, including the NEOs, to defer up to 50% of salary and 100% of the MIP compensation until termination of service or certain other specified dates. Adtalem credits matching contributions to participants’ accounts to the extent they have elected to defer the maximum contributions under Adtalem’s Retirement Plan, which is a 401(k) plan, and their matching contributions are limited by the Internal Revenue Code of 1986, as amended (the “Code”) provisions.

The Nonqualified Deferred Compensation Plan enables the NEOs and other eligible employees with a certain level of annual compensation to save a portion of their income for retirement on a scale consistent with other employees not subject to IRS limits.

Adtalem has elected to fund its Nonqualified Deferred Compensation Plan obligations through a rabbi trust. The rabbi trust is subject to creditor claims in the event of an insolvency, but the assets held in the rabbi trust are not available for general corporate purpose.purposes. Participants have an unsecured contractual commitment by Adtalem to pay the amounts due under the Nonqualified Deferred Compensation Plan.

The value of deferred compensation amounts is quantified each year and this program is periodically reviewed for its competitiveness.

Other Benefits

NEOs are eligible to participate in a number of broad-based benefit programs, which are the same ones offered to most employees at Adtalem, including health, disability, and life insurance programs.

We do not offer a defined benefit pension plan, and, therefore, our Retirement Plan and the Nonqualified Deferred Compensation Plan are the only retirement savings vehicles for executives.

In general, we do not provide benefits or perquisites to our NEOs that are not available to other employees, with the exception of personal financial planning services.services and executive physicals.

Benefits and perquisites make up the smallest portion of each NEO’s total compensation package. The nature and quantity of perquisites provided by Adtalem did not change materially in fiscal year 20212023 versus 2020,2022, consistent with our philosophy that benefits and perquisites should not represent a meaningful component of our compensation program. The Compensation Committee periodically reviews the benefit and perquisite program to determine if adjustments are appropriate.

The “All Other Compensation” column of the 20212023 Summary Compensation Table shows the amounts of benefit and perquisite compensation we provided for fiscal years 2019, 20202021, 2022, and 20212023 to each of the NEOs.

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Proposal No. 3 Say-on-pay: Advisory Vote to Approve the Compensation of Our Named Executive Officers (“NEOs”)Employment Agreements

Employment Agreements

Adtalem has entered into employment agreements with each NEO that provide for:

●Initial annual base salary, subject to annual increases (no decreases except in the case of an across-the-board reduction affecting all executives equally);
●Annual cash incentive opportunity under the MIP, targeted at a percentage of base salary;
●Benefits and perquisites generally availableEligibility to senior management;receive annual equity awards under Adtalem’s equity awards plan(s);
●Reimbursement of expenses consistent with Adtalem’s policy in effect at the time; and
●Severance benefits that will be provided upon certain terminations of employment, as further described on page 6961 under the caption “2021“2023 Potential Payments Upon Termination or Change-in-Control.”

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Employment Agreements

Employment agreements provide NEOs with a guaranteeddefined level of financial protection upon loss of employment. Adtalem believes that providing for such income continuity facilitates the hiring of qualified executives and results in greater management stability and lower unwanted management turnover.

The Compensation Committee believes that the employment agreements provide:

���
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Security and incentives that help retain and attract top executives;
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Greater ability for Adtalem to retain key executives following an extraordinary corporate transaction; and
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Benefits to Adtalem including non-competition and non-solicitation covenants by NEOs.

Separation Agreements

Adtalem has entered into a separation agreement with Ms. Boden Holland in connection with her resignation as Group President, Medical and Healthcare effective September 30, 2021. Ms. Boden Holland’s severance benefits were conditioned on signing a release of claims which she executed, and Ms. Boden Holland is subject to non-compete and non-solicitation provisions.

Adtalem did not enter into a separation agreement with Mr. Randolfi in connection with his resignation as CFO effective April 23, 2021.

Change-in-Control

Adtalem provides benefits to its NEOs upon termination of employment from Adtalem in specific circumstances. These benefits are in addition to the benefits to which these NEOs would be generally entitled upon a termination of employment (e.g., vested retirement benefits accrued as of the date of termination, stock-based awards that are vested as of the date of termination and the right to elect continued health coverage pursuant to COBRA). In addition, as of November 8, 2017, when our shareholders approved the Fourth Amended and Restated Incentive Plan of 2013 (the “2013 Incentive Plan”), Adtalem’s equity compensation plans, and the award agreements used to implement them, provide for accelerated vesting of outstanding equity awards in the event of a change-in-control of Adtalem, only in the event (a) Adtalem (or its successor) ceases to be publicly traded, (b) the successor to Adtalem fails to assume outstanding awards or to issue new awards in replacement of outstanding awards, or (c) if the participant is terminated without cause or resigns for good reason within two years following the change-in-control.

See “2021“2023 Potential Payments Upon Termination or Change-in-Control” beginning on page 6961 for a detailed description of potential payments and benefits to the NEOs under Adtalem’s compensation plans and arrangements upon termination of employment or a change of control of Adtalem.

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OTHER EXECUTIVE COMPENSATION CONSIDERATIONS AND POLICIES

Stock Ownership Guidelines

Stock ownership guidelines have been in place for our directors and executive officers since 2010 and are intended to align their interests with our shareholders by requiring them to be subject to the same long-term stock price volatility our shareholders experience. Each of our non-employee Board members are expected to maintain ownership of Adtalem Common Stock valued at or equal to five times their annual retainer.

For fiscal year 2021, required ownership levels for executive officers remained consistent with those put in place in fiscal year 2020 as described in the table below:

Stock Ownership Guidelines

Stock ownership guidelines have been in place for our directors and executive officers since 2010 and are intended to align their interests with our shareholders by requiring them to maintain a significant ownership interest in the company. Each of our non-employee directors are expected to maintain ownership of Adtalem Common Stock valued at or equal to five times their annual retainer.

For fiscal year 2023, required ownership levels for executive officers remained consistent with those put in place in fiscal year 2020 as described in the table below:

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Linking Compensation to Stock Performance

Stock ownership guidelines tie the compensation of the NEOs to our stock performance, since the increase or decrease in our stock price impacts their personal holdings. Currently, all NEOs and directors who are no longer subject to a phase-in period have met the minimum ownership requirements.

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Position

NEOsPosition

NEOs

Number of Shares Equivalent to:

CEO

Chief Executive Officer

Stephen W. Beard

Lisa W. Wardell

5 times base salary

CFO

Chief Financial Officer

Robert J. Phelan

vacant

3 times base salary

COOStephen W. Beard3 times base salary
Key operational leadersKathy Boden Holland2 times base salary

All other executive officers

Douglas G. Beck,
Maurice Herrera, and Steven Tom

Douglas Beck and
Robert Phelan

1 1/2½ times base salary

Our directors and executive officers have five years following their initial election, date of appointment, or promotion to an executive officer position, as the case may be, to achieve their stock ownership level. Additionally, our executive officers have until the later of five years from their appointment or adoption of the increased guidelines to achieve the new stock ownership levels.

Shares that count toward satisfaction of the guidelines include Adtalem’s Common Stock directly and/or beneficially owned, Adtalem’s Common Stock held in Adtalem’s Retirement Plan, Adtalem’s Common Stock held in Adtalem’s Nonqualified Deferred Compensation Plan, and the after-taxpre-tax value of unvested RSUs and PSUs and/or vested in-the-money options, provided that these make up no more than 50% of the ownership expectation.RSUs.

Our stock ownership guidelines are deemed to continue to be met by an individual who has achieved the required ownership level but then falls below solely due to a decline in Adtalem’s Common Stock price. Absent extenuating circumstances, executives who have not yet met the guidelines at the end of their five-year phase-in period are required to retain, until the guidelines are satisfied, 100% of the after-tax shares received from option exercises or the vesting of RSUs or PSUs.

Incentive Compensation Recoupment Policy

Adtalem has adopted an incentive compensation recoupment policy that applies to all executive officers. The policy provides that, in addition to any other remedies available to Adtalem (but subject to applicable law), if the Board or any committee of the Board determines that it is appropriate, Adtalem may recover (in whole or in part) any incentive payment, commission, equity

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award, or other incentive compensation received by an executive officer of Adtalem to the extent that such incentive payment, commission, equity award, or other incentive compensation is or was paid on the basis of any financial results that are subsequently restated due to that executive officerofficer’s conduct that is determined by the independent directors to have been knowingly or intentionally fraudulent or illegal. In addition, we anticipate adopting a revised incentive recoupment policy on or before December 1, 2023 that complies with recently adopted NYSE listing requirements.

Deductibility of Compensation

Adtalem analyzes the overall expense arising from aggregate executive compensation, as well as the accounting and tax treatment of such programs. Section 162(m) of the Code generally disallows a tax deduction to publicly traded companies for certain compensation in excess of $1 million per year paid to “covered employees.” “Covered employees” include the Chief Executive Officer, the Chief Financial Officer, and the three other most highly compensated officers. Once an executive officer qualifies as a covered employee, he or she will continue to be treated as a covered employee indefinitely, even after ceasing to serve as an executive officer or separating from Adtalem. Historically, the company’s compensation plans were structured so that compensation would be performance-based and deductible under Section 162(m) of the Code. However, The Tax Cuts and Jobs Act enacted on December 22, 2017 eliminated the performance-based compensation exemption

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from the Section 162(m) $1 million per year dollar deduction limit, with an exception for certain “grandfathered agreements” in effect on November 2, 2017. The company intends to administer outstanding “grandfathered agreements” and plans to

Although the extent compatible with business needs to preserve potential deductions.

The Compensation Committee views thehas not adopted a formal policy regarding tax deductibility of compensation paid to our executive compensationofficers, it continues to view deductibility as one factorof many factors to be considered in the context of its overall compensation philosophy. The Compensation Committee reviews each material element of compensation on a continuing basis and believes that shareholder interests are best served by not restricting the Compensation Committee’s discretion and flexibility in crafting compensation programs, even though such programs may result in certain non-deductible compensation expenses. Accordingly, the Compensation Committee has approvedreserves the right to approve as it deems appropriate and may in the future approvebest interests of Adtalem compensation arrangements for executive officers that are not fully deductible.

Compensation Risk Analysis

The Compensation Committee, with the assistance of Meridian as its consultant, Meridian Compensation Partners, LLC, conducted an annual assessment of our compensation program to ensure it does not encourage unnecessary or excessive risk taking that could have an adverse effect on Adtalem.

The risk assessment covered all compensation programs, including those in which our top executives and NEOs participate.

Through this process, Meridian and the Compensation Committee have concluded that Adtalem’s compensation programs do not encourage behaviors that could create material risk to the organization. More specifically, the Compensation Committee concluded that:

●Adtalem’s compensation programs are well-designed to encourage behaviors aligned with the long-term interests of shareholders.
●There is appropriate balance in the executive compensation program structure to mitigate compensation-related risk with fixed and variable pay, cash and equity, corporate and business unit goals, financial and non-financial goals, and formulas and discretion.
●The Compensation Committee has approved policies to mitigate compensation risk, including stock ownership guidelines, insider-trading prohibitions, hedging and pledging prohibitions, and clawbacks.
●Additionally, the Compensation Committee exercises an appropriate level of independent oversight into compensation decisions and related risk.

Prohibition on Hedging and Pledging

Our insider trading policy prohibits employees and directors from engaging in any transaction that is designed to hedge or offset any decrease in the market value of equity securities issued by Adtalem. In addition, except as expressly approved by our general counsel, employees and directors may not hold Adtalem securities in a margin account or pledge Adtalem securities as collateral for a loan. None of our executive officers or directors have requested approval to hold Adtalem securities in a margin account or to pledge Adtalem securities.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board hereby furnishes the following report to the shareholders of Adtalem in accordance with rules adopted by the SEC. The Compensation Committee has reviewed and discussed the Compensation Discussion & Analysis of this Proxy Statement with Adtalem’s management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion & Analysis be included in this Proxy Statement.

This report is submitted on behalf of the members of the Compensation Committee:

Michael W. Malafronte,Kenneth J. Phelan, Chair

William W. Burke
Lyle Logan
Kenneth J. Phelan
Charles DeShazer
Sharon O’Keefe

2021 Proxy Statement     ​

The Compensation Committee Report set forth above does not constitute soliciting materials and should not be deemed61incorporated by reference into any other Adtalem filing under the Securities Act or the Exchange Act, except to the extent that Adtalem specifically incorporates the Compensation Committee Report by reference.

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Executive Compensation Tables

20212023 SUMMARY COMPENSATION TABLE

This table shows the compensation of each of our NEOs for fiscal years ended June 30, 2021, June 30, 20202023, 2022, and June 30, 2019, respectively.2021.

Name and
Principal Position		     Year     Salary
($)(1)		     Bonus
($)(2)		     Stock
Awards
($)(3)		     Option
Awards
($)(4)		     Non-Equity
Incentive Plan
Compensation
($)(5)		     All Other
Compensation(6)
($)		     Total
($)
Lisa W. Wardell
Chairman of the Board,
Chief Executive Officer
and President		20211,100,000—3,999,7931,785,5801,489,813153,2478,528,433
20201,100,000—2,819,4811,720,0741,198,082133,4426,971,079
20191,083,654———1,135,605153,9352,373,194
Robert J. Phelan(7)
Interim Chief
Financial Officer		2021350,00060,000306,84247,697242,10437,4931,044,136
Stephen W. Beard
Chief Operating Officer		2021600,020—1,033,340461,377619,20087,9432,801,880
2020597,558—600,084365,919562,72340,5342,166,818
2019535,700—449,790324,666388,91323,3411,722,410
Douglas G. Beck(8)
Senior Vice President,
General Counsel and
Corporate Secretary		2021——1,199,824—17,490—1,217,314
Kathy Boden Holland
Group President,
Medical and Healthcare
Education		2021592,250—733,524327,458458,72760,0342,171,993
2020588,933—540,207329,412378,61152,5271,889,690
2019575,000—450,279324,666405,22639,0541,794,225
Michael O. Randolfi(9)
Former Senior Vice
President and Chief
Financial Officer		2021519,231—733,524327,458—19,2921,599,505
2020
 
 		484,615400,0002,499,697457,611354,64014,8954,211,458

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-Equity

​

​

​

​

​

​

​

​

​

​

​

​

Stock

​

Option

​

Incentive Plan

​

All Other

​

​

Name and

​

Fiscal

​

Salary

​

Bonus

​

Awards

​

Awards

​

Compensation

​

Compensation

​

Total

Principal Position

​

Year

​

($)(1)

​

($)(2)

​

($)(3)

​

($)(4)

​

($)(5)

​

($)(6)

​

($)

Stephen W. Beard

​

2023

​

949,846

​

—

​

5,808,957

​

—

​

1,205,839

​

89,452

​

8,054,094

President and

​

2022

​

828,466

​

—

​

6,916,139

​

1,103,560

​

258,388

​

97,779

​

9,204,332

Chief Executive Officer

​

2021

​

600,020

​

—

​

1,033,340

​

461,377

​

619,200

​

87,943

​

2,801,880

Robert J. Phelan

​

2023

​

506,585

​

—

​

929,694

​

—

​

528,743

​

22,044

​

1,987,066

Senior Vice President,

​

2022

​

436,615

​

—

​

651,785

​

38,089

​

106,635

​

67,295

​

1,300,419

Chief Financial Officer

​

2021

​

350,000

​

60,000

​

306,842

​

47,697

​

242,104

​

37,493

​

1,044,136

Douglas G. Beck

​

2023

​

543,523

​

—

​

498,567

​

—

​

502,505

​

61,977

​

1,606,572

Senior Vice President,

 

2022

​

512,115

​

170,000

​

479,934

​

120,070

​

129,780

​

30,084

​

1,441,983

General Counsel, Corporate Secretary and Institutional Support Services

​

2021

 

—

​

—

​

1,199,824

​

—

​

17,490

​

—

​

1,217,314

Maurice Herrera

​

2023

​

459,092

​

—

​

421,493

​

—

​

391,411

​

116,163

​

1,388,159

Senior Vice President,

 

2022

​

284,423

​

475,000

​

999,972

​

—

​

60,409

​

62,087

​

1,881,891

Chief Marketing Officer

​

​

 

​

​

​

​

​

​

​

​

​

​

​

​

​

Steven Tom

​

2023

​

422,154

​

612,000

​

387,368

​

—

​

367,964

​

27,467

​

1,816,953

Senior Vice President,

 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Chief Customer Officer

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(1)This column shows the salaries paid by Adtalem to its NEOs in fiscal years 2021, 2020,2023, 2022, and 2019.2021. The following NEOs have elected to defer a portion of their salaries under the Nonqualified Deferred Compensation Plan: Ms. Wardell ($309,132 for 2021, $261,230 for 2020, and $32,510 for 2019); Mr. Beard ($144,477120,823 for 20212023, $144,767 for 2022, and $9,975$144,477 for 2020)2021); and Ms. Boden HollandMr. Beck ($263,71445,589 for 2021, $485,1242023 and $14,262 for 2020, and $35,385 for 2019)2022). Amounts shown are inclusive of these deferrals.
(2)This column includes (i) the $60,000 sign-on bonus paid to Mr. Phelan in fiscal year 2021; and (ii) the $400,000 signing$170,000 sign-on bonus paid to Mr. RandolfiBeck in fiscal year 2020.2022; (iii) the $475,000 sign-on bonus paid to Mr. Herrera in fiscal year 2022; and (iv) the $612,000 retention bonus paid to Mr. Tom in fiscal year 2023 in connection with the acquisition of Walden pursuant to the terms of his Retention and Severance Agreement executed in 2021.
(3)This column includes a sign-on grant value of $500,155 to Mr. Phelan and $999,972 to Mr. Herrera delivered in RSUs in fiscal year 2022 and a sign-on grant value of $1,199,824 to Mr. Beck delivered in restricted sharesRSUs in fiscal year 2021 and a sign-on grant value of $1,749,919 to Mr. Randolfi delivered in restricted shares in fiscal year 2020.2021. The amounts reported in the Stock Awards column represents the grant date fair value of awards of both PSUsRSUs and RSUs,PSUs, which is an estimated value computed in accordance with FASB ASC Topic 718. The assumptions used for fiscal years 2021, 2020,2023, 2022, and 20192021 calculations can be found at Note 17:18: Stock-Based Compensation to our audited financial statements in Adtalem’s Annual Report on Form 10-K for the year ended June 30, 2021;2023 and Note 17: Stock-Based Compensation to our audited financial statements in Adtalem’s Annual Report on Form 10-K for the yearyears ended June 30, 2020;2022 and Note 5: Stock-Based Compensation to our audited financial statements in Adtalem’s Annual Report on Form 10-K for the year ended June 30, 2019,2021, respectively. The grant date fair values of the PSUs are based on the probable outcome of the performance conditions to which the PSUs are subject, and the shares the recipient would receive under such outcome. The 20212023 Grants of Plan-Based Awards shows the values of PSU awards, assuming that the highest levels of the performance conditions are achieved. The grant date fair value of the PSUs is $28.61.$40.43 for 2023. The grant date fair value of the PSU awards assuming achievement of maximum performance would be: Ms. WardellMr. Beard – $2,999,760;$6,818,116; Mr. Phelan – $79,821;$1,091,612; Mr. BeardBeck – $775,044; Ms. Boden Holland$585,428; Mr. Herrera – $550,170$494,864; and Mr. RandolfiTom – $550,170.$454,432.

62     Adtalem Global Education Inc.

Table of Contents

Executive Compensation Tables

(4)The amounts reported in the Options Awards column represent the grant date fair value, which is an estimated value computed in accordance with FASB ASC Topic 718. The assumptions used for fiscal years 2021, 2020,2022 and 20192021 calculations can be found at Note 17: Stock-Based Compensation to our audited financial statements in Adtalem’s Annual Report on Form 10-K for the yearyears ended June 30, 2021; Note 17: Stock-Based Compensation to our audited financial statements in Adtalem’s Annual Report on Form 10-K for the year ended June 30, 2020;2022 and Note 5: Stock-Based Compensation to our audited financial statements in Adtalem’s Annual Report on Form 10-K for the year ended June 30, 2019,2021, respectively.
(5)The MIP compensation reported in this column was earned in fiscal years 2021, 2020,2023, 2022, and 20192021 and paid in fiscal years 2022, 2021,2024, 2023, and 2020,2022, respectively, based upon the MIP guidelines. Certain NEOs have elected to defer a portion of their MIP compensation under the Nonqualified Deferred Compensation Plan, specifically: Ms. Wardell ($148,981 for 2021, $119,808 for 2020, and $113,560 for 2019); Mr. Beard ($61,920120,584 for 20212023, $25,839 for 2022, and $56,272$61,920 for 2020)2021); and Ms. Boden HollandMr. Beck ($344,04540,250 for 2021, $189,3052023 and $12,978 for 2020, and $392,246 for 2019)2022). Amounts shown are inclusive of these deferrals. In addition to the MIP shown in this column, Mr. Phelan, Mr. Beck, Mr. Herrera, and Mr. Tom each received $100,000 in fiscal year 2023 related to the value capture bonus.
(6)The amounts indicated in the “all other compensation” column for 20212023 include the following:
●Matching contributions credited under the Retirement Plan for Ms. WardellMr. Beard ($11,838)19,800); Mr. Phelan ($16,004)19,696); Mr. BeardBeck ($16,916)20,590); Ms. Boden HollandMr. Herrera ($15,823)13,311); and Mr. RandolfiTom ($8,308)27,023).
●Company contributions credited under the Nonqualified Deferred Compensation Plan for Ms. Wardell ($123,323); Mr. Beard ($54,049)51,577); and Ms. Boden HollandMr. Beck ($42,518)26,601).
●Group life insurance premiums paid by Adtalem for Ms. WardellMr. Beard ($2,086)1,290); Mr. Phelan ($1,489)2,348); Mr. BeardBeck ($978)2,411); Ms. Boden HollandMr. Herrera ($1,693)1,124); and Mr. RandolfiTom ($685)444).
●Personal financial planning services for Ms. Wardell ($16,000); Mr. Beard ($16,000)16,785); and Mr. RandolfiBeck ($8,000)12,375).

​

Adtalem Global Education Inc.

2023 Proxy Statement     57

​

Table of Contents

Executive Compensation Tables

​

●Monthly stipendAs part of $10,000 per month paidMr. Herrera’s offer of employment, and to cover the cost of Mr. Herrera’s relocation to the Company’s headquarters location, the Company agreed to provide and gross-up a monthly housing allowance. The total housing allowance and related tax gross-up provided to Mr. PhelanHerrera in his role as interim Chief Financial Officer for Mr. Phelan ($20,000).
●Lump sum payout of unused vacation days for Mr. Randolfi ($2,299).
(7)Mr. Phelan was appointed Interim Chief Financial Officer on April 24, 2021.
(8)Mr. Beck joined Adtalem as Senior Vice President, General Counsel and Corporate Secretary on June 14, 2021.
(9)Mr. Randolfi resigned effective April 23, 2021.fiscal year 2023 totaled $101,728.

Employment Agreements with Chief Executive Officer and Other Named Executive Officers

Employment Agreements with Chief Executive Officer and Other Named Executive Officers

Adtalem has entered into employment agreements with each of its NEOs, which are described on pages 69-7061-63 under the caption “Employment Agreements.”

2021 Proxy Statement     63

Table of Contents

Executive Compensation Tables

20212023 GRANTS OF PLAN-BASED AWARDS

This table sets forth information regarding non-equity incentive plan awards and equity incentive plan awards RSUs and stock options granted to the NEOs in fiscal year 2021.2023.

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)		Estimated Future Payouts
Under Equity Incentive
Plan Awards(5)		All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)		All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(6)		 Exercise
or Base
Price of
Option
Awards
($/sh)(7)		Grant
Date Fair
Value of
Stock and
Option
Awards(8)
Grant Date   Threshold
($)(2)		   Target
($)(3)		   Maximum
($)(4)		   Threshold
(#)		   Target
(#)		   

Maximum
(#)		            
Lisa W. Wardell
605,000 1,210,0002,420,000
11/17/202034,95069,900104,850$1,999,840
8/26/2020146,00032.03$1,785,580
8/26/202062,440$1,999,953
Robert J. Phelan(9)
100,877201,753403,506
11/17/20209301,8602,790$53,214
8/26/20203,90032.03$47,697
8/26/20201,670$53,490
5/12/20215,440(9) $200,138
Stephen W. Beard
240,008480,016960,032
11/17/20209,03018,06027,090$516,696
8/26/202037,72532.03$461,377
8/26/202016,130$516,644
Douglas G. Beck(10)
7,67115,34230,684
6/14/202131,140(10) $1,199,824
Kathy Boden Holland
207,288414,575829,150
11/17/20206,41012,82019,230$366,780
8/26/202012,82032.03$327,459
8/26/202011,450$366,744
Michael O. Randolfi
195,945391,890783,780
11/17/20206,41012,82019,230$366,780
8/26/202026,77532.03$327,458
8/26/202011,450$366,744

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Estimated Future Payouts 

​

Estimated Future Payouts 

​

All Other

​

​

​

​

Under Non-Equity Incentive 

​

Under Equity Incentive 

​

Stock

​

​

​

​

Plan Awards(1)

​

Plan Awards(5)

​

Awards:

​

Grant

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Number of

​

Date Fair

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Shares of

​

Value of

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Stock or

​

Stock

Name /

​

Threshold

​

Target

​

Maximum

​

Threshold

​

Target

​

Maximum

​

Units

​

Awards

Grant Date

​

 ($)(2)

​

 ($)(3)

​

 ($)(4)

​

 (#)

​

(#)

​

 (#)

​

(#)

​

($)(6)

Stephen W. Beard

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

—

​

1,101,600

​

2,754,000

​

​

​

​

​

​

​

​

​

​

2/15/2023

​

​

​

​

​

​

​

42,160

​

84,320

​

168,640

​

​

​

3,409,058

8/24/2022

​

​

​

​

​

​

​

​

​

​

​

​

​

60,390

​

2,399,899

Robert J. Phelan

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

—

​

391,680

​

979,200

​

​

​

​

​

​

​

​

​

​

2/15/2023

​

​

​

​

​

​

​

6,750

​

13,500

​

27,000

​

​

​

545,806

8/24/2022

​

​

​

​

​

​

​

​

​

​

​

​

​

9,660

​

383,888

Douglas G. Beck

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

—

​

367,710

​

919,275

​

​

​

​

​

​

​

​

​

​

2/15/2023

​

​

​

​

​

​

​

3,620

​

7,240

​

14,480

​

​

​

292,714

8/24/2022

​

​

​

​

​

​

​

​

​

​

​

​

​

5,180

​

205,853

Maurice Herrera

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

—

​

266,220

​

665,550

​

​

​

​

​

​

​

​

​

​

2/15/2023

​

​

​

​

​

​

​

3,060

​

6,120

​

12,240

​

​

​

247,432

8/24/2022

​

​

​

​

​

​

​

​

​

​

​

​

​

4,380

​

174,061

Steven Tom

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

—

​

244,800

​

612,000

​

​

​

​

​

​

​

​

​

​

2/15/2023

​

​

​

​

​

​

​

2,810

​

5,620

​

11,240

​

​

​

227,216

8/24/2022

​

​

​

​

​

​

​

​

​

​

​

​

​

4,030

​

160,152

(1)

Payouts under the MIP were based on performance in fiscal year 2021.2023. Therefore, the information in the “Threshold,” “Target”“Target,” and “Maximum” columns reflect the range of potential payouts when the performance goals were set on August 26, 2020.November 9, 2022. The amounts actually paid under the MIP for fiscal year 20212023 appear in the “Non-Equity Incentive Plan Compensation” column of the 20212023 Summary Compensation Table.

(2)

Pursuant to the MIP, performance below a performance goal threshold will result in no payment with respect to that performance goal. If a performance goal threshold is met, then the amount shown in this column represents the minimum incentive payment, 50% of the target.

(3)

The amount shown in this column represents the target incentive payment under the MIP, which is calculated as a set percentage of base salary.

64     Adtalem Global Education Inc.

Table of Contents

Executive Compensation Tables

(4)

Pursuant to the MIP, the amount shown in this column represents the maximum incentive payment, 200%250% of the target.

(5)

PSUs were granted under the 2013 Incentive Plan. The awards consist of 50% with a target based on ROICRevenue Growth over a period of three fiscal years and 50% with a target based on FCF per shareEBITDA Margin over a period of three fiscal years. PSUs will pay out 0% for below threshold performance, and between 50% of target payout for threshold performance and 150%200% of target for achieving maximum performance or above. Straight-line interpolation will be used to determine achievement between threshold and target.

(6)

Stock option awards on August 26, 2020 were issued as part of the annual incentive award under the 2013 Incentive Plan, which become exercisable at 25% per year for four years beginning on the first anniversary of the date of grant and have a maximum term of ten years.

(7)

All options granted on August 26, 2020 have an exercise price equal to the closing sales price of the Common Stock on the date of grant.

(8)

This column shows the grant date fair value of RSUs granted on August 24, 2022 and PSUs (assuming payout at target value) granted on November 17, 2020 and RSUs and stock options granted on August 26, 2020,February 15, 2023 in fiscal year 2021,2023, computed in accordance with FASB ASC Topic 718, which was $12.23 for stock options, $32.03$39.74 for RSUs and $28.61$40.43 for PSUs. Also see Note 17: Stock-Based Compensation to our audited financial statements in Adtalem’s Annual Report on Form 10-K for the year ended June 30, 2021 for an explanation of the assumptions made by Adtalem in the valuation of stock option awards.

​

​

​

(9)

58     2023 Proxy Statement

These RSUs were granted in connection with Mr. Phelan’s appointment as Interim Chief Financial Officer.

(10)

These RSUs were granted in connection with Mr. Beck’s onboarding package when joining Adtalem to replace awards he forfeited when he resigned from his former employer.Global Education Inc.

2021 Proxy Statement     65​

Table of Contents

Executive Compensation Tables

​

2021

2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

This table sets forth information for each NEO with respect to stock options, RSUs, and PSUs held by the NEOs as of June 30, 2021.2023.

Option AwardsStock Awards

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Option Awards

​

Stock Awards

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Equity

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Incentive

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Equity

​

Plan

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Incentive

​

Awards:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Plan

​

Market or

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Awards:

​

Payout

​

​

​

​

​

​

​

​

​

​

​

​

Market

​

Number of

​

Value of

​

​

Number of

​

Number of

​

​

​

​

​

Number of

​

Value of

​

Unearned

​

Unearned

​

​

Securities

​

Securities

​

​

​

​

​

Shares or

​

Shares or

​

Shares,

​

Shares,

​

​

Underlying

​

Underlying

​

​

​

​

​

Units of

​

Units of

​

Units or

​

Units or

​

​

Unexercised

​

Unexercised

​

Option

​

​

​

Stock That

​

Stock That

​

Other Rights

​

Other Rights

​

​

Options

​

Options

​

Exercise

​

Option

​

Have Not

​

Have Not

​

That Have

​

That Have

​

​

Exercisable

​

Unexercisable

​

Price

​

Expiration

​

Vested

​

Vested

​

Not Vested

​

Not Vested

Name   Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable		   Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable		   Option
Exercise
Price
($)		   Option
Expiration
Date(1)		   Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)(2)		   Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(3)		   Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)(4)		   Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)(5)

​

(#)

​

(#)

​

($)

​

Date(1)

​

(#)(2)

​

($)(3)

​

(#)(4)

​

($)(5)

Lisa W. Wardell179,589—17.545/26/2026
180,318—23.788/25/2026
167,988167,98733.908/23/2027
25,32575,97543.398/28/2029
—146,00032.038/26/203078,6852,804,333113,2204,035,161

Stephen W. Beard

 

15,475

 

—

 

49.05

 

8/22/2028

​

​

​

​

​

​

​

​

​

 

16,162

 

5,388

 

43.39

 

8/28/2029

​

​

​

​

​

​

​

​

​

​

18,862

​

18,863

​

32.03

​

8/26/2030

​

​

​

​

​

​

​

​

​

​

18,343

​

55,032

​

37.79

​

9/8/2031

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

 

157,253

 

5,400,068

 

102,380

​

4,453,229

Robert J. Phelan—3,90032.038/26/2030

 

1,950

 

1,950

 

32.03

 

8/26/2030

​

​

​

​

​

​

​

​

12,957461,7871,86066,290
Stephen W. Beard7,7377,73849.058/22/2028
5,38716,16343.398/28/2029
—37,72532.038/26/2030
23,231827,95331,8601,135,490

​

​

656

​

1,969

​

36.46

​

8/25/2031

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

 

28,190

 

968,045

 

18,160

 

623,614

Douglas G. Beck31,1401,109,830——

 

2,068

 

6,207

 

36.46

 

8/25/2031

​

​

​

​

​

​

​

​

Kathy Boden Holland7,7377,73849.058/22/2028
4,85014,55043.398/28/2029
—26,77532.038/26/2030
17,451621,95432,6701,164,359
Michael O Randolfi6,737—43.394/24/2022————

​

​

​

​

​

​

​

​

​

 

24,455

 

839,785

 

16,100

 

552,874

Maurice Herrera

​

​

​

​

​

​

​

​

 

24,080

 

826,907

 

6,120

 

210,161

Steven Tom

 

1,325

​

3,975

​

36.46

​

8/25/2031

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

 

6,408

 

220,051

 

11,300

 

388,042

(1)

The table below details the vesting schedule for stock option grants based on the terminationexpiration date of the relevant grant. In general, option grants vest 25% on each of the first four anniversaries of the date of grant, except for Ms. Wardell’s August 23, 2027 expiration dated grant related to a double grant awarded that vests 50% on each of the third and fourth anniversaries of the date of grant. Ms. Wardell’s May 26, 2026 expiration dated grant relates to an option granted to her as part of an initial sign-on award granted upon her appointment as President and CEO to compensate for forgone compensation at her prior employer and to align her compensation with Adtalem’s performance.


​

​

​

​

​

​

​

​

​

​

​

Option Expiration Dates

​

Grant Dates

​

OptionOptions Vesting Dates

8/22/2028

8/22/2018

8/22/2019

8/22/2020

8/22/2021

8/22/2022

8/28/2029

8/28/2019

8/28/2020

8/28/2021

8/28/2022

8/28/2023

8/26/2030

8/26/2020

8/26/2021

8/26/2022

8/26/2023

8/26/2024

8/25/2031

8/25/2021

8/25/2022

8/25/2023

8/25/2024

8/25/2025

9/8/2031

9/8/2021

9/8/2022

9/8/2023

9/8/2024

9/8/2025

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(2)

The table below details the vesting schedule for RSUs, which vest 25% on each of the first four anniversaries of the date for awards granted prior to fiscal year 2023. Beginning in fiscal year 2023, RSUs vest 33% on each of grant, except for Mr. Phelan’s February 12, 2020 and May 12, 2021 dated grants.the first three anniversaries of the date of grant. In addition to the annual grant, Mr. PhelanPhelan’s received a RSU grant on February 12, 2020 as part of an initial sign-on award granted upon his appointment as Chief Accounting Officer, which vests 33% on each of the first, second, and third anniversaries of the date of grant and a RSU grant on May 12, 2021 as part of compensation upon his appointment as Interim Chief Financial Officer, which vests 100% on the third anniversary of the date of grant.

Mr. Herrera received a RSU grant on November 10, 2021 as part of an initial sign-on award granted upon his appointment as Chief Marketing Officer, which vests 33% on each of the first, second, and third anniversaries of the date of grant.

     NameGrant DateNumber of RSUs Vesting
     Year 1Year 2Year 3Year 4Total
Lisa W. Wardell     8/28/2019     —     5,415     5,415     5,415     16,245
Lisa W. Wardell8/26/202015,61015,61015,61015,61062,440
Robert J. Phelan2/12/2020—2,9232,924—5,847
Robert J. Phelan8/26/20204174184174181,670
Robert J. Phelan5/12/2021——5,440—5,440
Stephen W. Beard2/13/2018———1,3481,348
Stephen W. Beard8/22/2018——1,1471,1482,295
Stephen W. Beard8/28/2019—1,1531,1521,1533,458
Stephen W. Beard8/26/20204,0324,0334,0324,03316,130
Douglas G. Beck6/14/20217,7857,7857,7857,78531,140
Kathy Boden Holland5/9/2018———1,3581,358
Kathy Boden Holland8/22/2018——7657651,530
Kathy Boden Holland8/28/2019—1,0381,0371,0383,113
Kathy Boden Holland8/26/20202,8622,8632,8622,86311,450

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Number of RSUs Vesting

Name

​

Grant Date

​

Year 1

​

Year 2

​

Year 3

​

Year 4

​

Total

Stephen W. Beard

 

8/28/2019

 

—

 

—

 

—

 

1,153

 

1,153

Stephen W. Beard

 

8/26/2020

 

—

 

—

 

4,032

 

4,033

 

8,065

Stephen W. Beard

 

9/8/2021

 

—

 

29,215

 

29,215

 

29,215

 

87,645

Stephen W. Beard

 

8/24/2022

 

20,130

 

20,130

 

20,130

 

—

 

60,390

Robert J. Phelan

 

8/26/2020

 

—

 

—

 

417

 

418

 

835

Robert J. Phelan

 

5/12/2021

 

—

 

—

 

5,440

 

—

 

5,440

Robert J. Phelan

 

8/25/2021

 

—

 

390

 

390

 

390

 

1,170

Robert J. Phelan

 

11/10/2021

 

—

 

3,695

 

3,695

 

3,695

 

11,085

Robert J. Phelan

 

8/24/2022

 

3,220

 

3,220

 

3,220

 

—

 

9,660

Douglas G. Beck

 

6/14/2021

 

—

 

—

 

7,785

 

7,785

 

15,570

Douglas G. Beck

 

8/25/2021

 

—

 

1,235

 

1,235

 

1,235

 

3,705

Douglas G. Beck

 

8/24/2022

 

1,726

 

1,727

 

1,727

 

—

 

5,180

Maurice Herrera

 

11/10/2021

 

—

 

9,850

 

9,850

 

—

 

19,700

Maurice Herrera

 

8/24/2022

 

1,460

 

1,460

 

1,460

 

—

 

4,380

Steven Tom

 

8/25/2021

 

—

 

793

 

792

 

793

 

2,378

Steven Tom

 

8/24/2022

 

1,343

 

1,343

 

1,344

 

—

 

4,030

(3)

Represents the value derived by multiplying the number of shares of Common Stock covered by RSUs granted by $35.64$34.34 (the closing market price of Adtalem’s Common Stock on June 30, 2021)2023).

​

​

​

(4)

Adtalem Global Education Inc.

2023 Proxy Statement     59

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​

(4)The table below details the vesting schedule for PSUs. In general, PSUs vest following the thirdcompletion of the applicable three-year performance period, except for Mr. Beard’s November 10, 2021 dated grants. As part of Mr. Beard’s initial sign-on award granted upon his appointment as President and CEO, Mr. Beard’s November 10, 2021 dated grants included an award with regards to achievement of cost synergy goals related to the Walden University acquisition, which vests 50% on each of the first and second anniversary of their grant date.

the date of the Walden University acquisition. For additional information on Mr. Beard’s initial sign-on award granted upon his appointment as President and CEO, please see “Payout of Chief Executive Officer’s Fiscal Year 2022 Long-Term Incentive Award” in the Compensation Discussion & Analysis section.

​

Name

​

​

Grant Date

​

​

Vesting
Date

​

Number of PSUs
Vesting at Target

​

​

Lisa W. Wardell

​

​

8/28/2019

​

Vesting

8/28/2022

​

43,320

Number of

Name

Lisa W. Wardell

​

Grant Date

11/17/2020

​

Date

8/26/2023

​

69,900

PSUs Vesting

Stephen W. Beard

11/17/2020

8/26/2023

18,060

Stephen W. Beard(1)

11/10/2021

8/12/2023

$ 937,500

Stephen W. Beard

2/15/2023

8/24/2025

84,320

Robert J. Phelan

11/17/2020

8/26/2023

1,860

Robert J. Phelan

Stephen W. Beard

11/10/2021

8/22/2018

8/31/2024

8/22/2021

4,580

2,800

Robert J. Phelan

Stephen W. Beard

2/15/2023

8/28/2019

8/24/2025

8/28/2022

9,220

13,500

Douglas G. Beck

Stephen W. Beard

​

11/10/2021

11/17/2020

​

8/31/2024

8/26/2023

​

18,060

8,860

Douglas G. Beck

Kathy Boden Holland

2/15/2023

5/9/2018

8/24/2025

8/22/2021

5,430

7,240

Maurice Herrera

Kathy Boden Holland

11/10/2021

8/22/2018

8/31/2024

8/22/2021

6,120

Steven Tom

Kathy Boden Holland

​

11/10/2021

8/28/2019

8/31/2024

8/28/2022

8,300

5,680

Steven Tom

Kathy Boden Holland

​

2/15/2023

8/24/2025

5,620

11/17/2020(1)8/26/202312,820This award was issued at a set dollar value to be settled in shares based on the stock price on the future vesting date.
(5)

Represents the value derived by multiplying the number of shares of Common Stock covered by the PSUs by $35.64$34.34 (the closing market price of Adtalem’s Common Stock on June 30, 2021)2023). The value provided assumes a PSU payout at target value.

2021 Proxy Statement     67

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20212023 OPTIONS EXERCISES AND STOCK VESTED

This table provides information for the NEOs concerning stock options that were exercised and PSUsRSUs and RSUsPSUs that vested during fiscal year 2021.2023.

Option AwardsStock Awards

​

​

​

​

​

​

​

​

​

​

​

Option Awards

​

Stock Awards

​

​

Number of

​

​

​

Number of

​

​

​

​

Shares Acquired

​

Value Realized

​

Shares Acquired

​

Value Realized

​

​

on Exercise

​

on Exercise

​

on Vesting

​

on Vesting

NameNumber of
Shares Acquired
on Exercise
(#)		Value Realized
on Exercise
($)(1)		Number of
Shares Acquired
on Vesting
(#)		Value Realized
on Vesting
($)(2)

​

(#)

​

($)(1)

​

(#)

​

($)(2)

Lisa W. Wardell     26,237     971,525     141,120     4,676,918

Stephen W. Beard

 

—

​

—

​

67,022

​

2,544,181

Robert J. Phelan——2,923118,849

 

—

​

—

​

7,427

​

308,486

Stephen W. Beard——3,647131,325
Douglas G. Beck————

 

—

​

—

​

9,020

​

357,357

Kathy Boden Holland——3,159110,073
Michael O. Randolfi——17,572587,081

Maurice Herrera

 

—

​

—

​

9,850

​

422,664

Steven Tom

 

—

​

—

​

792

​

32,567

(1)

Value Realized on Exercise. If the exercise was executed as part of a cashless transaction where the shares acquired were immediately sold, this represents the difference between the sales price of the shares acquired and the option exercise price multiplied by the number of shares of Common Stock covered by the options exercised. If the exercise was executed as part of a buy and hold transaction, this represents the difference between the closing market price of the Common Stock for the date of exercise of the option and the option exercise price multiplied by the number of shares of Common Stock covered by the options held.

(2)

Value Realized on VestingVesting. . For Ms. Wardell,Mr. Beard, this amount includesrepresents PSUs originally granted in August 2017 that vested in August 2020 and RSUs originally granted in August 2016 and August 2019 that vested in August 2020.2022 and PSUs granted in November 2021 that vested in August 2022. For Mr. Beard, this amount represents RSUs granted in August 2018, August 2019, and August 2020 that vested in August 2022 and RSUs granted in September 2021 that vested in September 2022. For Mr. Phelan, this amount represents RSUs originally granted in February 2020 that vested in February 2021.2023, RSUs granted in August 2020 and August 2021 that vested in August 2022, and RSUs granted in November 2021 that vested in November 2022. For Mr. Beard,Beck, this amount represents RSUs originally granted in February 2018June 2021 that vested in February 2021June 2023 and RSUs originally granted in August 2018 and August 20192021 that vested in August 2020.2022. For Ms. Boden Holland,Mr. Herrera, this amount represents RSUs originally granted in May 2018November 2021 that vested in May 2021 andNovember 2022. For Mr. Tom, this amount represents RSUs originally granted in August 2018 and August 20192021 that vested in August 2020. For Mr. Randolfi, this amount represents RSUs originally granted in August 2019 that vested in August 2020.2022.

​

​

​

60     2023 Proxy Statement

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2021

2023 NONQUALIFIED DEFERRED COMPENSATION

This table sets forth information about activity for NEOs in our Nonqualified Deferred Compensation Plan during fiscal year ended June 30, 2021.2023.

​

​

​

​

​

​

​

​

​

​

​

Executive

​

Registrant

​

Aggregate

​

Aggregate

​

​

Contributions

​

Contributions

​

Earnings

​

Balance at

​

​

in Last

​

in Last

​

in Last

​

Last Fiscal

​

​

Fiscal Year

​

Fiscal Year

​

Fiscal Year

​

Year End

Name     Executive
Contributions
in Last
Fiscal Year
($)(1)		     Registrant
Contributions
in Last
Fiscal Year
($)(2)		     Aggregate
Earnings
in Last
Fiscal Year
($)(3)		     Aggregate
Balance at
Last Fiscal
Year End
($)(4)

​

($)(1)

​

($)(2)

​

($)(3)

​

($)(4)

Lisa W. Wardell309,132—360,9671,803,407

Stephen W. Beard

 

120,823

​

51,577

​

2,629

​

500,831

Robert J. Phelan————

 

—

​

—

​

—

​

—

Stephen W. Beard144,477—657155,720
Douglas G. Beck————

 

45,589

​

26,601

​

5,044

​

90,344

Kathy Boden Holland263,714—332,7621,295,963
Michael O. Randolfi————

Maurice Herrera

 

—

​

—

​

—

​

—

Steven Tom

 

—

​

—

​

—

​

—

(1)

Executive Contributions in Last Fiscal Year. The amount of executive contributions made by each NEO and reported in this column is included in each NEO’s compensation reported on the 20212023 Summary Compensation Table, either in the “Salary” or “Non-Equity Incentive Plan Compensation” column. See footnotes 1 and 5 of the 20212023 Summary Compensation Table for specific deferrals made by each NEO.

(2)

Registrant Contributions in Last Fiscal Year. The amount of Adtalem contributions made and reported in this column is included in each NEO’s compensation reported on the 20212023 Summary Compensation Table in the “All Other Compensation” column.

(3)

Aggregate Earnings in Last Fiscal Year. These amounts represent the earnings in the Nonqualified Deferred Compensation Plan for fiscal year 2021.2023. These amounts are not reported in the 20212023 Summary Compensation Table.

(4)

Aggregate Balance at Last Fiscal Year End. The aggregate balance as of June 30, 20212023 reported in this column for each NEO reflects amounts that either are currently reported or were previously reported as compensation in the 20212023 Summary Compensation Table for current or prior years, except for the aggregate earnings on deferred compensation.

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NONQUALIFIED DEFERRED COMPENSATION PLAN

The Nonqualified Deferred Compensation Plan covers directors and selected key employees approved for participation by the Compensation Committee. All of the NEOs are eligible to participate in the Nonqualified Deferred Compensation Plan. Under the Nonqualified Deferred Compensation Plan as it applies to employees, participants may make an advance election to defer up to 50% of salary and up to 100% of MIP compensation until termination of service with Adtalem or certain other specified dates. Adtalem credits matching contributions to participants’ accounts under the Nonqualified Deferred Compensation Plan to the extent they have elected to defer the maximum amount under Adtalem’s Retirement Plan, and their matching contributions to the Retirement Plan are limited by applicable Code provisions. Adtalem may also credit participants’ accounts with discretionary contributions. Participants are fully vested in their own deferral and matching contributions, plus earnings, and will vest in discretionary contributions, if any, as determined by the Compensation Committee. Participants may elect to have their Nonqualified Deferred Compensation Plan accounts credited with earnings based on various investment choices made available by the Compensation Committee for this purpose. Participants may elect to have account balances paid in a lump sum or in installments. Distributions are generally made or commence in January of the year following termination of employment (but not earlier than six months after termination) or January of the year in which the specified payment date occurs. In the event of death before benefits commence, participants’ accounts will be paid to their beneficiaries in a lump sum.

20212023 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

Adtalem provides benefits to the NEOs upon termination of employment from Adtalem in specific circumstances. These benefits are in addition to the benefits to which these NEOs would be generally entitled upon a termination of employment (i.e., vested retirement benefits accrued as of the date of termination, stock-based awards that are vested as of the date of termination and the right to elect continued health coverage pursuant to COBRA). In addition, Adtalem’s equity compensation plans and the stock award agreements used to implement them provide for accelerated vesting of outstanding stock awards in the event of a change-in-control of Adtalem, only in the event (a) Adtalem (or its successor) ceases to be publicly traded, (b) the successor to Adtalem fails to assume outstanding awards or to issue new awards in replacement of outstanding awards, or (c) if the participant is terminated without cause or resigns for good reason within two years following the change-in-control.

Employment Agreements

MS. WARDELLEmployment Agreements

MR. BEARD

Adtalem entered into an employment agreement with Ms. WardellMr. Beard effective as of her May 24, 2016his September 8, 2021 appointment as President and CEO. The employment agreement provides, among other things, that if herhis employment is terminated by Adtalem without “cause” or by Ms. WardellMr. Beard with “good reason,” and if shehe executes a release of claims, shehe will be entitled to a lump sum payment equal to 12 months of base salary and a prorated MIP award based on actual performance for the fiscal year and paid in a lump sum at the same time MIP awards are paid to other employees.

If such termination of employment occurs within 12 months of a “change-in-control,” and shehe executes a release of claims, shehe will be entitled to (i) a lump sum payment equal to two times base salary and the average of the MIP award paid to herhim for the prior two fiscal years; and (ii) accelerated vesting of all outstanding stock options.

Effective September 8, 2021, Adtalem entered into a new employment agreement with Ms. Wardell in connection with her appointment as Executive Chairman.​


3

​

Effective September 8, 2021,

​

Adtalem entered into a new employment agreement in connection with Mr. Beard’s appointment as President and Chief Executive Officer.Global Education Inc.

2023 Proxy Statement     61

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​

OTHER NEOs

During 2021,fiscal year 2023, Adtalem was party to similar employment arrangements with each of the other NEOs: Mr. Beard3,Phelan, Mr. Beck, and Ms. Boden Holland. AdtalemMr. Herrera, and Mr. Phelan are parties to a Letter Agreement. Adtalem also had an employment agreement with Mr. Randolfi.Tom. These employment agreements provide, among other things, that if the NEO’s employment with Adtalem is terminated by Adtalem without “cause” or by the NEO with “good reason”,reason,” and the NEO executes a release of claims, then the NEO will be entitled to the following benefits:

●One times the sum of their base salary plus target MIP award, payable in 12 equal monthly payments for Mr. Phelan and Mr. Tom and one and one-half times the sum of their base salary plus target MIP award, payable in 18 equal monthly payments for Mr. Beard, Mr. Beck and Ms. Boden Holland;Mr. Herrera;
●A pro-rated MIP award (if employed for at least six months in the fiscal year during which termination occurs) based on actual performance for the relevant fiscal year, paid in a lump sum at the time MIP awards are paid to other employees;
●1812 months of continued health benefit plan coverage for Mr. Beard,Phelan, Mr. Beck,Herrera, and Ms. Boden Holland at active employee rates following the termination date;Mr. Tom and 18 months for Mr. Beck; and
●Access to a senior executive level outplacement program for 6 months for Mr. Phelan, Mr. Herrera, and Mr. Tom and 9 months for Mr. Beard, Mr. Beck, and Ms. Boden Holland.Beck.

In addition, the employment arrangements provide that if such termination occurs within 12 months of a “change-incontrol”“change-in-control”, and the NEO executes a release of claims, then the NEO will be entitled to the following benefits:

●TwoOne and one-half times the sum of their base salary plus target MIP award, payable in 18 equal monthly payments for Mr. Phelan, Mr. Herrera, and Mr. Tom and two times the sum of his base salary plus target MIP award, payable in 24 equal monthly payments for Mr. Beard, Mr. Beck, and Ms. Boden Holland;Beck;
●A pro-rated MIP award (if employed for at least six months in the fiscal year during which termination occurs) based on actual performance for the relevant fiscal year, paid in a lump sum at the time MIP awards are paid to other employees;
●2418 months of continued health benefit plan coverage for Mr. Beard,Phelan, Mr. Beck,Herrera, and Ms. Boden HollandMr. Tom and 24 months for Mr. Beck at active employee rates following the termination date; and
●Access to a senior executive level outplacement program for 9 months for Mr. Phelan, Mr. Herrera, and Mr. Tom and 12 months for Mr. Beard, Mr. Beck, and Ms. Boden Holland.Beck.

For purposes of all employment agreements:

●“cause” means (i) the commission of a felony or other crime involving moral turpitude or the commission of any other act or omission involving misappropriation, dishonesty, fraud, illegal drug use, or breach of fiduciary duty, (ii) willful failure to perform duties as reasonably directed by the CEO, (iii) the NEO’s gross negligence or willful misconduct with respect to the performance of the NEO’s duties under the employment agreement, (iv) obtaining any personal profit not fully disclosed to and approved by Adtalem’s Board in connection with any transaction entered into by, or on behalf of, Adtalem, or (v) any other material breach of the employment agreement or any other agreement between the NEO and Adtalem;
●“change-in-control” shall have the meaning set forth in the 2013 Incentive Plan; and
●“good reason” means, without the NEO’s consent, (i) material diminution in title, duties, responsibilities or authority, (ii) reduction of base salary, MIP target, or employee benefits except for across-the-board changes for executives at the NEO’s level, (iii) exclusion from executive benefit/compensation plans, (iv) material breach of the employment agreement that Adtalem has not cured within 30 days after the NEO has provided Adtalem notice of the material breach which shall be given within 60 days of the NEO’s knowledge of the occurrence of the material breach, or (v) resignation in compliance with securities, corporate governance, or other applicable law (such as the US Sarbanes-Oxley Act) as specifically applicable to the NEO. For Mr. Beard, and Ms. Boden Holland, the definition of “good reason” also includes, without the NEO’shis consent, requiring the NEOhim to relocate to an employment location more than 50 miles from the NEO’shis current employment location.

EQUITY AWARD PLANS

The equity award agreements under which options, RSUs, and PSUs are held by employees, including the NEOs, provide for the immediate vesting of unvested options and RSUs and of PSUs at the target levels in the event of a change-in-control of Adtalem, only in the event (a) Adtalem (or its successor) ceases to be publicly traded, (b) the successor to Adtalem fails to assume outstanding awards or to issue new awards in replacement of outstanding awards, or (c) if the participant is terminated without cause or resigns for good reason within two years following the change-in-control.

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The provisions of the equity award agreements under which options, RSUs, and PSUs were granted to employees, including the NEOs, provide the following:

●If the participant’s employment is terminated due to death or disability (as defined in the agreement), options will become fully vested and exercisable for the remaining term of the option, RSUs will fully vest, and PSUs will continue to vest in accordance with their terms.
●If the participant’s employment terminates due to mutual agreement, the participant will be credited with one additional year of service for the purpose of determining vesting of options, RSUs, and PSUs. The participant’s options will remain exercisable

​

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62     2023 Proxy Statement

Adtalem Global Education Inc.

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Executive Compensation Tables

​

until the earlier of one year from termination or the expiration of the term of the option. PSUs that vest following a termination will be paid out when paid out to other PSU recipients.
●If the participant’s employment terminates due to retirement, options will continue to vest and be exercisable, and RSUs and PSUs will continue to vest in accordance with their respective terms. Retirement means the participant’s termination without cause after age 55 when the sum of his or her age and full years of service equals or exceeds 65.

In August 2017, the Board adopted double-trigger vesting of equity awards as part of the 2013 Incentive Plan. In November 2017, Adtalem’s shareholders approved the 4Fourthth Amended 2013 Incentive Plan. As a result, vesting of equity awards granted since November 2017 (the “Awards”) will accelerate upon a change-in-control only in the event Adtalem (or its successor) ceases to be publicly traded, or the successor to Adtalem fails to assume outstanding Awards or to issue new awards in replacement of outstanding Awards. Under the new double-trigger vesting rules, newly issued Awards will vest if a participant is terminated without cause or resigns for good reason within two years following a change-in-control. All Awardsawards issued prior to shareholder approval in November 2017 will continue to have a single-trigger vesting rules as described above.

2021 Potential Severance Payments

2023 Potential Severance Payments

The tables set forth below quantify the additional benefits as described above that would be paid to each NEO under the following termination of employment or change-in-control events, had such an event occurred on June 30, 2021.2023.

TERMINATION OF EMPLOYMENT — NO CHANGE-IN-CONTROL

Name:     Lisa W.
Wardell		     Robert J.
Phelan		     Stephen W.
Beard		     Douglas G.
Beck		     Kathy Boden
Holland		     Michael O.
Randolfi(1)
Salary:$1,100,000 $33,654  $900,030    $750,000    $888,375             $—
MIP Target Amount:$—$—$720,024$23,013$621,863$—
Pro-Rated MIP:$1,489,813$242,104$619,200$17,490$458,727$ —
Continued Health Coverage:$—$9,084$27,252$26,694$26,694$ —
Outplacement Services:$—$10,000$15,000$11,250$11,250$—
TOTAL$2,589,813$294,842$2,281,506$828,447$2,006,909$—
(1)Mr. Randolfi received no compensation in connection with his voluntary separation from the Company in April 2021.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Stephen W.

​

​

Robert J.

​

​

Douglas G.

​

​

Maurice

​

​

Steven

Payment Type

​

​

Beard

​

​

Phelan

​

​

Beck

​

​

Herrera

​

​

Tom

Salary:

 

$

918,000

 

$

489,600

 

$

787,950

 

$

665,550

 

$

408,000

MIP Target Amount:

 

$

—

 

$

391,680

 

$

551,565

 

$

399,330

 

$

244,800

Pro-Rated MIP:

 

$

1,205,839

 

$

428,743

 

$

402,505

 

$

291,411

 

$

267,964

Continued Health Coverage:

 

$

20,412

 

$

20,412

 

$

29,682

 

$

19,320

 

$

—

Outplacement Services:

 

$

—

 

$

10,000

 

$

15,000

 

$

10,000

 

$

10,000

TOTAL

 

$

2,144,251

 

$

1,340,435

 

$

1,786,702

 

$

1,385,611

 

$

930,764

TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE-IN-CONTROL

Name:     Lisa W.
Wardell		     Robert J.
Phelan		     Stephen W.
Beard		     Douglas G.
Beck		     Kathy Boden
Holland

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Stephen W.

​

​

Robert J.

​

​

Douglas G.

​

​

Maurice

​

​

Steven

Payment Type

​

​

Beard

​

​

Phelan

​

​

Beck

​

​

Herrera

​

​

Tom

Salary:$2,200,000$33,654  $1,200,040  $1,000,000    $1,184,500

 

$

1,836,000

 

$

734,400

 

$

1,050,600

 

$

665,550

 

$

612,000

MIP Target Amount:$1,343,947$—$960,032$30,684$829,150

 

$

732,114

 

$

587,520

 

$

735,420

 

$

399,330

 

$

367,200

Pro-Rated MIP:$—$242,104$619,200$17,490$458,727

 

$

—

 

$

428,743

 

$

402,505

 

$

291,411

 

$

267,964

Continued Health Coverage:$—$9,084$36,336$35,592$35,592

 

$

—

 

$

30,618

 

$

39,576

 

$

28,980

 

$

—

Outplacement Services:$—$10,000$20,000$15,000$15,000

 

$

—

 

$

15,000

 

$

20,000

 

$

15,000

 

$

15,000

Value of Vesting of Unvested Stock
Options, RSUs, and PSUs(1)		$7,658,851$—$2,099,630$1,109,830$1,882,970

 

$

9,896,870

 

$

1,596,164

 

$

1,392,659

 

$

1,037,068

 

$

608,093

TOTAL$11,202,798$294,842$4,935,238$2,208,596$4,405,939

 

$

12,464,984

 

$

3,392,445

 

$

3,640,760

 

$

2,437,339

 

$

1,870,257

(1)The value of the unvested stock options is based on the difference between the exercise price and $35.64$34.34 (the closing market price of the Common Stock on June 30, 2021)2023). The value of the RSUs and PSUs is based on the closing market price of the Common Stock on June 30, 2021.2023. PSUs vest at the target level.

2021 Proxy Statement     71

Table of Contents

Executive Compensation Tables

CHANGE-IN-CONTROL — NO TERMINATION OF EMPLOYMENT

Name:     Lisa W.
Wardell		     Robert J.
Phelan		     Stephen W.
Beard		     Douglas G.
Beck		     Kathy Boden
Holland
Value of Vesting of Unvested Stock
Options, RSUs, and PSUs(1)		$7,658,851           $— $2,099,630  $1,109,830    $1,882,970
(1)The value of the unvested stock options is based on the difference between the exercise price and $35.64 (the closing market price of the Common Stock on June 30, 2021). The value of RSUs and PSUs is based on the closing market price of the Common Stock on June 30, 2021. PSUs vest at target level.

CEO PAY RATIO

Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the median of the annual total compensation of all our employees (except our CEO) and the ratio of the annual total compensation of our President and CEO Ms. Wardell, as disclosed in the 20212023 Summary Compensation Table, to the annual total compensation of our median employee.

In 2021,For fiscal year 2023, we identified the median employee by comparing the annual salary rate of pay for all individuals, excluding our CEO, who were employed by Adtalem on June 30, 202125, 2023 using information from our company payroll system. We included all full-time and part-time employees, including adjunct faculty and federal work-study student workers, but did not include independent contractors and leased workers. Compensation was annualized for all employees who were hired by us in fiscal year 20212023 but did not work for us for the entire year. No annualization was applied to any adjunct faculty or federal work-study student workers as permitted under the rules. Fiscal year 20212023 annual total compensation for the median employee was calculated in the same manner as reflected in the 20212023 Summary Compensation Table for our CEO.

Based on the methodology described above, we have determined that our estimation of the fiscal year 20212023 annual total compensation of our median employee was $76,663.$40,846 The annual total compensation of our CEO for fiscal year 20212023 was $8,528,433, which is the same amount reported for 2021 as Total Compensation in the Summary Compensation Table. Our estimation of the$8,054,094. The ratio of our CEO’s fiscal year 20212023 annual total compensation to the fiscal year 20212023 annual total compensation of our median employee is 111:197:1.

This CEO pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. The CEO pay ratio reported by other companies may not be comparable to our CEO pay ratio reported above, because SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices.

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​

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Adtalem Global Education Inc.

2023 Proxy Statement     63

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Table of Contents

72     Executive Compensation Tables

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​

APPROVAL BY SHAREHOLDERS

We believe our executive compensation program achieves our compensation principles, properly aligns the interests of our NEOS and our shareholders, and is deserving of shareholder support. For these reasons, the Board recommends that the shareholders vote in favor of the following resolution:

“RESOLVED, that the compensation paid to the Adtalem Global Education Inc. named executive officers, as disclosed in the Company’s Proxy Statement for the 2023 Annual Meeting of Shareholders pursuant to the rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and any other related disclosures is hereby APPROVED.”

Approval of this proposal will require the affirmative vote of a majority of the shares of Common Stock of Adtalem represented at the Annual Meeting. Abstentions will be treated as a vote AGAINST the proposal, while broker non-votes, if any, will not be counted as votes represented and entitled to vote and, therefore, will have no effect on the result of the vote for this proposal. See VOTING INFORMATION – Effect of Not Casting Your Vote. If you sign and return your proxy card but give no direction or complete the telephonic or internet voting procedures but do not specify how you want to vote your shares, the shares will be voted FOR approval of the compensation paid to our named executive officers during the fiscal year ended June 30, 2023.

The vote approving the compensation paid to our NEOs during 2023 is advisory and not binding on the Company, the Board, or the Compensation Committee of the Board. However, the Compensation Committee of the Board expects to take into account the outcome of the vote as it considers our executive compensation program.

Graphic

The Board of Directors recommends a vote FOR the compensation of our named executive officers.

​

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. Also refer to the 2023 Summary Compensation Table (“SCT”) for information on the SCT data presented below.

The pay versus performance table includes information for fiscal years ended June 30, 2023, 2022, and 2021.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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)

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:

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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64     2023 Proxy Statement

Adtalem Global Education Inc.

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Table of Contents

Voting Securities and Principal HoldersExecutive Compensation Tables

​

First PEO SCT Total to CAP Reconciliation:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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
($)

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:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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
($)

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:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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
($)

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 2023.
(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 2023 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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Adtalem Global Education Inc.

2023 Proxy Statement     65

​

Table of Contents

Executive Compensation Tables

​

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 our non-PEO NEOs in 2021, 2022, and 2023 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.

​

Graphic

​

​

Graphic

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​

​

​

66     2023 Proxy Statement

Adtalem Global Education Inc.

​

Table of Contents

Executive Compensation Tables

​

Graphic

​

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.

EQUITY COMPENSATION PLAN INFORMATION

Adtalem currently maintains two equity compensation plans: the Amended and Restated Incentive Plan of 2005 (the “2005 Incentive Plan”) and the Fourth Amended 2013 Incentive Plan. Adtalem’s shareholders have approved each of these plans.

The following table summarizes information, as of June 30, 2021,2023, relating to these equity compensation plans under which Adtalem’s Common Stock is authorized for issuance.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Number of securities

​

​

Number of

​

​

​

​

remaining available for

​

​

securities to be

​

Weighted-average

​

future issuance under

​

​

issued upon exercise

​

exercise price

​

equity compensation

​

​

of outstanding

​

of outstanding

​

plans (excluding

​

​

options, awards,

​

options, awards,

​

securities reflected

​

​

warrants and rights

​

warrants and rights

​

in column

Plan Category     Number of
securities to
be issued upon
exercise of
outstanding
options, awards,
warrants and rights
(a)(1)		     Weighted-average
exercise price
of outstanding
options, awards,
warrants and rights
(b)		     Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected
in column (a))
(c)(2)

​

(a)(1)

​

(b)

 

(a))(c)(2)

Equity compensation plans approved by
security holders		2,449,054                      $32.053,688,061

 

2,273,834

​

$

36.02

 

2,730,474

Equity compensation plans not approved by
security holders		———

 

—

​

 

—

 

—

Total2,449,054$32.053,688,061

 

2,273,834

​

$

36.02

 

2,730,474

(1)The number shown in column (a) is the number of shares that may be issued upon exercise of outstanding options and other equity awards granted under the shareholder-approved Amended and Restated Incentive Plan of 2005 (78,427(3,744 shares) and the Fourth Amended 2013 Incentive Plan (2,370,627(2,270,090 shares).
(2)The number shown in column (c) is the number of shares that may be issued upon exercise of options or stock appreciation rights and other equity awards granted in the future under the Fourth Amended 2013 Incentive Plan. All of the shares remaining available for the grant of future awards of options, awards, warrants, and rights are available under the Fourth Amended 2013 Incentive Plan. No new awards may be granted under the Amended and Restated Incentive Plan of 2005.

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.

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Adtalem Global Education Inc.

2023 Proxy Statement     67

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Table of Contents

​

PROPOSAL NO. 4

Determine the Frequency of Shareholder Advisory Vote Regarding Compensation Awarded to Named Executive Officers

As required by Section 14(a)(2) of the Exchange Act and the related rules of the SEC, Adtalem is seeking an advisory, non-binding shareholder vote about how often Adtalem should present a “say-on-pay” vote such as that set forth in Proposal No. 3. A say-on-pay vote provides shareholders with the opportunity to vote on compensation awarded to Adtalem’s NEOs. Although the Board recommends holding a say-on-pay vote every year, shareholders have the option to vote for one of four choices – every year, every two years, or every three years – or shareholders may abstain from voting.Shareholders are not voting to approve or disapprove the Board’s recommendation.

Adtalem’s shareholders voted on a similar proposal in 2017 with approximately 82% of the votes cast voting to hold the say-on-pay vote every year. Adtalem continues to believe that the say-on-pay vote should be conducted every year to best enable shareholders to express timely their views on Adtalem’s executive compensation program and enable the Board and the Compensation Committee to determine current shareholder sentiment and take such sentiment into account when evaluating executive compensation.

As this is an advisory vote, the result will not be binding on Adtalem or the Board, although the Board will carefully consider the outcome of this vote, along with other relevant factors, when determining the frequency of the say-on-pay vote. Notwithstanding the Board’s recommendation and the outcome of the shareholder vote, the Board may in the future decide to conduct advisory say-on-pay votes on a less frequent basis and may vary its practice based on factors such as discussions with shareholders and the adoption of material changes to compensation programs.

APPROVAL BY SHAREHOLDERS

If a quorum is present at the Annual Meeting, the frequency that receives the highest number of votes cast (i.e., a plurality) will be deemed to be the frequency recommended by the shareholders. Abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote for this proposal. See, VOTING INFORMATION – Effect of Not Casting Your Vote. Also, if you are a shareholder of record and you return your proxy to us by any of the means described under the heading “Voting Instructions,” without marking any of the choices for this proposal, your shares will be voted FOR the option of “1 YEAR” as the frequency with which we will hold a say-on-pay vote.

Graphic

The Board of Directors recommends an advisory vote for the option of 1 YEAR (as opposed to every 2 years or every 3 years) as the frequency with which our shareholders are provided an advisory vote on compensation awarded to Adtalem’s named executive officers.

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68     2023 Proxy Statement

Adtalem Global Education Inc.

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Table of Contents

PROPOSAL NO. 5

Amend the Company’s Restated Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Officer Exculpation

At the Annual Meeting, our shareholders will be asked to approve this Proposal No. 5 to amend the Company’s Restated Certificate of Incorporation (as amended to date, the “Certificate of Incorporation”), to include exculpation for certain officers of the Company (as defined by the Delaware General Corporation Law (“DGCL”)) from certain claims of breach of the fiduciary duty of care (the “Exculpation Amendment”).

Since the mid-1980’s the DGCL has permitted Delaware corporations (such as the Company) to limit or eliminate the personal liability of corporate directors for monetary damages resulting from a breach of the fiduciary duty of care, subject to certain limitations such as prohibiting exculpation for intentional misconduct or knowing violations of the law. These provisions are referred to as “exculpatory provisions” or “exculpatory protections.” Such a provision with respect to our directors already is contained in our Certificate of Incorporation.

Recently, the DGCL was amended to permit Delaware corporations to provide similar exculpatory protection for officers. This decision was due in part to the recognition that both officers and directors owe fiduciary duties to corporations; however, only directors were protected by the exculpatory provisions. In addition, Delaware courts have experienced an increase in litigation in which plaintiffs attempted to exploit the absence of protection for officers to prolong litigation and extract settlements from defendant corporations. In light of this legislative development, we are proposing to amend the existing exculpatory provision set forth in our Certificate of Incorporation to extend its protection from liability to certain of the Company’s officers in specific circumstances, as permitted by the DGCL.

As amended, the DGCL now allows corporations to protect officers, in addition to directors, from personal monetary liability under limited circumstances:

●Exculpation is only available for breaches of the fiduciary duty of care.
●Exculpation is not available for breaches of the fiduciary duty of loyalty (which requires officers to act in good faith for the benefit of the corporation and its shareholders and not for personal gain).
●Exculpation is not available for acts or omissions that are not in good faith or that involve intentional misconduct or knowing violations of law.
●Exculpation is not available for any transaction in which the officer derived an improper personal benefit.
●Exculpation applies only to claims for monetary damages; claims against officers for equitable relief are available.
●Exculpation is not available in connection with derivative claims by or in the right of the corporation by a shareholder.

The rationale for limiting the scope of liability of officers is to strike a balance between shareholders’ interest in accountability and their interest in the Company being able to attract and retain quality officers to work on its behalf. The Exculpation Amendment would eliminate the personal monetary liability for certain officers only in connection with direct claims brought by shareholders, subject to the limitations described above. As with the exculpatory provisions on our Certificate of Incorporation that pertain to directors, the Exculpation Amendment would not limit the liability of officers for any breach of the duty of loyalty to the Company or our shareholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or any transaction from which the officer derived an improper personal benefit.

The Nominating & Governance Committee believes that there is a need for not only directors, but also officers, to remain free of the risk of financial ruin as a result of unintentional missteps. Further, the Nominating & Governance Committee noted that the proposed provision would not negatively affect shareholder rights. Therefore, taking into account the narrow class and type of claims for which liability would be eliminated, and the benefits the Nominating & Governance Committee believes would accrue to the Company and its shareholders in the form of an enhanced ability to attract and retain talented officers, the Nominating & Governance Committee recommended to the Board that the Certificate of Incorporation be amended to provide such exculpation to officers to the extent permitted by the DGCL.

The Board, based in part upon the recommendation of the Nominating & Governance Committee, believes that eliminating personal monetary liability for officers under certain circumstances is reasonable and appropriate. Claims against corporations for breaches of fiduciary duties are expected to continue increasing. Delaware corporations that fail to adopt officer exculpation provisions may experience a disproportionate amount of nuisance litigation and disproportionately increased costs in the form of increased director and officer liability insurance premiums, as well as diversion of management attention from the business of the corporation. A number of companies have already adopted similar exculpation provisions. Further, the Board anticipates that similar exculpation provisions are likely to be adopted by our peers and others with whom we compete for executive talent. As a result, officer exculpation provisions may become necessary for Delaware corporations to attract and retain experienced and qualified corporate officers.

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Adtalem Global Education Inc.

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Proposal No. 5 Amend the Company’s Restated Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Officer Exculpation

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Accordingly, the Board determined that it is in the best interests of the Company and our shareholders to amend the Certificate of Incorporation as described herein. In order to take advantage of the amendment to the DGCL described above, we must amend our Certificate of Incorporation, as the protections do not apply automatically and must be embedded in a corporation’s certificate of incorporation to be effective.

Therefore, we ask our shareholders to vote on the following resolution:

“RESOLVED, that the Company’s shareholders approve an amendment to Article TENTH (2) of the Company’s Certificate of Incorporation, which, following that amendment (if approved), shall read in its entirety as follows (proposed changes underlined and boldfaced):

“TENTH: * * *

(2) No director or officershall be personally liable to the Corporation or any of its shareholders for monetary damage for any breach of fiduciary duty as a director or officer, except for liability (i) for breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for directors underpursuant to Section 174 of the GCL,or (iv) for any transaction from which the director or officer derived an improper personal benefit, or (v) for officers in any action by or in the right of the Corporation. Any repeal or modification of this ARTICLE TENTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modifications.”

APPROVAL BY SHAREHOLDERS

You have the option to vote FOR, AGAINST, or ABSTAIN with respect to adoption of the Exculpation Amendment. The affirmative vote of the holders of a majority of the shares outstanding on the record date for the Annual Meeting, represented in person or by proxy, will be required for the approval of the Exculpation Amendment. Abstentions and broker non-votes, if any, will be counted as votes cast AGAINST this proposal. See VOTING INFORMATION- Effect of Not Casting Your Vote. Also, If you are a shareholder of record and you return your proxy to us by any of the means described under the heading “Voting Instructions,” without marking any of the choices for this proposal, your shares will be voted FOR adoption of the Exculpation Amendment. If the Exculpation Amendment is approved by the shareholders at the Annual Meeting, it will become effective upon filing articles of amendment with the Secretary of State of the State of Delaware, which would be expected to occur shortly following the Annual Meeting. If our shareholders do not approve this Proposal No. 5, the changes described in this section will not be made.

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The Board of Directors recommends a vote FOR the amendment to the Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law.

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Voting Securities and Principal Holders

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The table below sets forth the number and percentage of outstanding shares of Common Stock beneficially owned by each person known by Adtalem to own beneficially more than 5% of our Common Stock, in each case as of September 24, 2021,22, 2023, except as otherwise noted.

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Amount and Nature of

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Percentage

Name     Amount and Nature of
Beneficial Ownership		     Percentage
Ownership(1)

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Beneficial Ownership

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Ownership(1)

BlackRock, Inc.                 5,750,474(2) 11.5%

 

7,242,184

(2)​

 

17.7%

The Vanguard Group4,480,054(3) 9.0%

 

4,891,122

(3) ​

 

11.9%

FMR LLC

 

4,788,698

(4) ​

 

11.7%

Ariel Investments, LLC

 

3,809,879

(5)​

 

9.3%

Dimensional Fund Advisors LP3,974,832(4) 7.9%

 

3,766,795

(6)​

 

9.2%

WEDGE Capital Management L.L.P.2,622,070(5) 5.3%
(1)The percentage of beneficial ownership is based on 49,750,81040,971,799 shares of Common Stock outstanding as of September 24, 2021.22, 2023.
(2)The information shown was provided by BlackRock, Inc. in a Schedule 13G/A it filed with the SEC on January 27, 2021,26, 2023, indicating its beneficial ownership as of December 31, 20202022 of 5,750,4747,242,184 shares. BlackRock reported that it has sole voting power over 5,663,5957,147,746 of these shares and sole dispositive power over all of these shares. The address of the principal business office of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.
(3)The information shown was provided by The Vanguard Group in a Schedule 13G/A it filed with the SEC on February 10, 2021,9, 2023, indicating its beneficial ownership as of December 31, 202030, 2022 of 4,480,0544,891,122 shares. The Vanguard Group reported that it did not have sole voting power over any of these shares, shared voting power over 56,44559,300 of these shares, sole dispositive power over 4,378,3124,787,999 of these shares and shared dispositive power over 101,742103,123 of these shares. The address of the principal business office of The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

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(4)The information shown was provided by FMR LLC in a Schedule 13G/A it filed with the SEC on February 9, 2023, indicating its beneficial ownership as of December 30, 2022 of 4,788,698 shares. FMR LLC reported that it has sole voting power of 4,787,561 of these shares and sole dispositive power over all of these shares. The address of the principal business office of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.
(5)The information shown was provided by Ariel Investments, LLC in a Schedule 13G/A it filed with the SEC on February 14, 2023, indicating its beneficial ownership as of December 31, 2022 of 3,809,879 shares. Ariel Investments, LLC reported that it has sole voting power over 3,454,362 of these shares and sole dispositive power over 3,809,879 of these shares. The address of the principal business office of Ariel Investments, LLC is 200 E. Randolph Street, Suite 2900, Chicago, IL 60601.
(6)The information shown was provided by Dimensional Fund Advisors LP in a Schedule 13G/A it filed with the SEC on February 12, 2021,10, 2022, indicating its beneficial ownership as of December 31, 202030, 2022 of 3,974,8323,766,795 shares. Dimensional Fund Advisers reported that it has sole voting power over 3,878,0793,704,931 of these shares and sole dispositive power over all of these shares. The address of the principal business office of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Building One, Austin, Texas 78746.
(5)The information shown was provided by WEDGE Capital Management L.L.P. in a Schedule 13G/A it filed with the SEC on January 29, 2021, indicating its beneficial ownership as of December 31, 2010 of 2,622,070 shares. WEDGE Capital Management L.L.P. reported that it has sole voting power over 2,049,391 of these shares and sole dispositive power over all of these shares. The address of the principal business office of WEDGE Capital Management L.L.P. is 301 S. College Street, Suite 3800, Charlotte, North Carolina 28202.

SECURITY OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

The table below sets forth the number and percentage of outstanding shares of Common Stock beneficially owned by (1) each director of Adtalem, (2) each NEO listed on page 42,38, and (3) all directors and executive officers of Adtalem as a group, in each case as of September 24, 2021.22, 2023. Adtalem believes that each individual named has sole investment and voting power with respect to the shares of Common Stock indicated as beneficially owned by such person, except as otherwise noted. Unless otherwise

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indicated, the address of each beneficial owner in the table below is care of Adtalem Global Education Inc. 500 West Monroe Street, Suite 2800,1300, Chicago, Illinois 60661.

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Stock Options

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Exercisable as of

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Common Stock

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September 22, 2023

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Beneficially

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and RSUs and

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Owned Excluding

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PSUs Scheduled to

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Total Common

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Options, RSUs,

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Vest within 60 days of

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Stock Beneficially

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Percentage

Name of Beneficial Owner     Common Stock
Beneficially
Owned Excluding
Options and
RSUs(1)		     Stock Options Exercisable as
of September 24, 2021 and
PSUs and RSUs Scheduled
to Vest within 60 days of
September 24, 2021(1)		     Total Common
Stock Beneficially
Owned		     Percentage
Ownership(2)

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and PSUs(1)

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September 22, 2023(1)

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Owned

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Ownership(2)

Non-Employee Directors

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William W. Burke8,0714,37012,441*

 

10,341

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2,930

 

13,271

 

*

Charles DeShazer(3)———
Mayur Gupta(4)———

Charles DeShazer

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2,996

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2,930

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5,926

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*

Mayur Gupta

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2,612

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2,930

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5,542

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*

Donna J. Hrinak5,0104,3709,380*

 

11,711

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2,930

 

14,641

 

*

Georgette Kiser4,9254,3709,295*

 

10,948

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2,930

 

13,878

 

*

Lyle Logan23,4164,37027,786*

Liam Krehbiel

 

10,000

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2,930

 

12,930

 

*

Michael W. Malafronte22,200—22,200*

 

98,469

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2,930

 

101,399

 

*

Sharon L. O’Keefe—4,3704,370*

 

8,132

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2,930

 

11,062

 

*

Kenneth J. Phelan2,5004,3706,870*

 

12,625

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2,930

 

15,555

 

*

James D. White(5)8,782—8,782*

Lisa W. Wardell

 

151,300

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584,154

 

190,410

 

*

Named Executive Officers

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Lisa W. Wardell239,906423,124761,8301.53

Stephen W. Beard

 

141,326

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102,005

 

309,199

 

*

Robert J. Phelan2,23397517,298*

 

13,165

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7,932

 

45,988

 

*

Stephen W. Beard9,68231,812175,253*
Douglas G. Beck——36,080*

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14,110

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4,137

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40,794

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*

Kathy Boden Holland19,36327,99960,148*
Michael O. Randolfi(6)70,0076,73776,744*
All directors and executive
officers as a group
(23 Persons)		504,609666,9761,369,3332.75

Maurice Herrera

 

4,471

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9,850

 

32,251

 

*

Steven Tom

 

2,071

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2,650

 

11,093

 

*

All directors and executive officers as a group (21 Persons)

 

517,723

 

763,090

 

914,401

 

2.2%

*

Represents less than 1% of the outstanding Common Stock.

(1)“Common Stock Beneficially Owned Excluding Options, RSUs, and RSUs”PSUs” includes stock held in joint tenancy, stock owned as tenants in common, stock owned or held by spouse or other members of the holder’s household, and stock in which the holder either has or shares voting and/or investment power, even though the holder disclaims any beneficial interest in such stock. Options exercisable as of September 24, 202122, 2023 and PSUsRSUs and RSUsPSUs that are scheduled to vest within 60 days after September 24, 202122, 2023 are shown separately in the “Stock Options Exercisable as of September 24, 202122, 2023 and PSUsRSUs and RSUsPSUs Scheduled to Vest within 60 days of September 24, 2021”22, 2023” column.
(2)In accordance withSEC rules, the securities reflected in the “Stock Options Exercisable as of September 24, 202122, 2023 and PSUsRSUs and RSUsPSUs Scheduled to Vest within 60 days of September 24, 2021”22, 2023” column are deemed to be outstanding for purposes of calculating the percentage of outstanding securities owned by such person but are not deemed to be outstanding for the purpose of calculating the percentage owned by any other person. The percentages of beneficial ownership set forth below are calculated as of September 24, 202122, 2023 based on outstanding shares of 49,750,810.40,971,799.

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(3)

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Dr. DeShazer was appointed to the Board effective April 2, 2021.
(4)Mr. Gupta was appointed to the Board effective August 10, 2021.
(5)Mr. White resigned from the Board effective April 30, 2021.
(6)Mr. Randolfi resigned effective April 23, 2021.

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Additional Information

VOTING INSTRUCTIONS

You may vote shares of Common Stock that you owned as of September 24, 2021,22, 2023, which is the record date for the Annual Meeting. You may vote the following ways:

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BY TELEPHONE

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BY INTERNET

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BY MAIL

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VIRTUALLY

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BY TELEPHONE

In the United States or Canada, you can vote your shares by calling 1-800-690-6903

BY INTERNET

You can vote your shares online at www.proxyvote.com

BY MAIL

You can vote by mail by marking, dating, and signing your proxy card or voting instruction form and returning it in the accompanying postage-paid envelope

VIRTUALLY

Attend the Annual Meeting online at www.virtualshareholdermeeting.com/ATGE2021.www.virtualshareholdermeeting. com/ATGE2023.

For telephone and internet voting, you will need the 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials.

Telephone and internet voting are available through 11:59 p.m. Eastern Time on Tuesday, November 9, 2021.7, 2023.

If you sign and return your proxy card but give no direction or complete the telephonic or internet voting procedures but do not specify how you want to vote your shares, the shares will be voted:

Attending●FOR the election of the ten nominees recommended for election to the Board;
●FOR ratification of PwC as Adtalem’s independent registered public accounting firm for 2024;
●FOR approval of the compensation paid to Adtalem’s named executive officers during 2023;
●1 YEAR on the advisory vote to determine the frequency of the advisory vote to approve compensation of our named executive officers;
●FOR the proposal to amend Adtalem’s Restated Certificate of Incorporation to allow exculpation of officers; and
●With respect to any other matters properly presented at the Annual Meeting, the proxy committee appointed by the Board (and each of them with full powers of substitution) will vote in accordance with the Board’s recommendation, or if no recommendation is given, in their own discretion.

Attending the Annual Meeting

To join the Annual Meeting, login at www.virtualshareholdermeeting.com/ATGE2021.ATGE2023. You will need the 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials. The Annual Meeting will begin at 8:3000 a.m. Central Standard Time.Time on November 8, 2023. Online check-in will be available beginning at 8:157:45 a.m. Central Standard Time to allow for shareholders to log in and test the computer audio system. Please allow ample time for the online check-in process. A replay of the Annual Meeting will also be posted on our website at www.adtalem.com for at least thirty (30) days after the meeting concludes.

Voting at the Annual Meeting

Voting at the Annual Meeting

The way you vote your shares prior to the Annual Meeting will not limit your right to change your vote at the Annual Meeting if you attend virtually and vote by ballot. If you hold shares in street name and you want to vote at the Annual Meeting, you must obtain a valid legal proxy from the record holder of your shares at the close of business on the record date indicating that you were a beneficial owner of shares, as well as the number of shares of which you were the beneficial owner, on the record date, and appointing you as the record holder’s proxy to vote these shares. You should contact your bank, broker, or other intermediary for specific instructions on how to obtain a legal proxy.

Record Date

Record Date

You may vote all shares of Common Stock that you owned as of the close of business on September 24, 2021,22, 2023, which is the record date for the Annual Meeting. On the record date, we had 49,750,81040,971,799 shares of Common Stock outstanding and entitled to vote. Each share of Common Stock is entitled to one vote on each matter properly brought before the Annual Meeting.

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Submitting A Question at the Annual Meeting

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Submitting A Question at the Annual Meeting

You may submit a question before the meeting or during the meeting via our virtual shareholder meeting website, www.virtualshareholdermeeting.com/ATGE2021.ATGE2023. If your question is properly submitted, we intend to respond to your question during the Annual Meeting. Questions on similar topics will be combined and answered together.

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Additional Information

Technical Difficulties During the Annual Meeting

If we experience technical difficulties during the Annual Meeting (e.g. a temporary or prolonged power outage), our Chairman will determine whether the meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the meeting will need to be reconvened on a later date (if the technical difficulty is more prolonged). In any situation, we will promptly notify shareholders of the decision via www.virtualshareholdermeeting.com/ATGE2021.ATGE2023.

If you encounter technical difficulties accessing our Annual Meeting or asking questions during the Annual Meeting, a support line will be available on the login page of the virtual shareholder meeting website: www.virtualshareholdermeeting.com/ATGE2021.ATGE2023.

Ownership of Shares

Ownership of Shares

You may own shares of Common Stock in one or more of the following ways:

●Directly in your name as the shareholder of record, including shares purchased through our Colleague Stock Purchase Plan or restricted stock unitRSU awards issued to employees under our long-term incentive plans.
●Indirectly through a broker, bank or other intermediary in “street name.”
●Indirectly through the Adtalem Stock Fund of our Retirement Plan.

YourIf your shares are registered directly in your name, you are the holder of record of these shares and we are sending proxy materials directly to you. As the holder of record, you have the right to give your proxy directly to our tabulating agent. If you hold your shares in street name, your broker, bank, or other intermediary is sending proxy materials to you and you may direct them how to vote on your behalf by completing the voting instruction form that accompanies your proxy materials.

Revocation of Proxies

Revocation of Proxies

You can revoke your proxy at any time before your shares are voted at the Annual Meeting if you:

●Submit a written revocation to our General Counsel and Corporate Secretary,
●Submit a later-dated proxy or voting instruction form,
●Provide subsequent telephone or Internetinternet voting instructions, or
●Vote virtually at the Annual Meeting.

If you sign and return your proxy card or voting instruction form without any voting instructions with respect to a matter, your shares will be voted by the proxy committee appointed by the Board (and eachVOTING INFORMATION

Effect of them, with full powers of substitution) in accordance with the Board’s recommendation. With respect to any other matters properly presented at the Annual Meeting, the proxy committee appointed by the Board (and each of them, with full powers of substitution) will vote in accordance with the Board’s recommendation, or if no recommendation is given, in their own discretion.Not Casting Your Vote

VOTING INFORMATION

Effect of Not Casting Your Vote

If you hold your shares in street name, you will receive a voting instruction form that lets you instruct your bank, broker, or other nominee how to vote your shares. Under NYSE rules, brokers are permitted to exercise discretionary voting authority on “routine” matters when voting instructions are not received from a beneficial owner ten days prior to the shareholder meeting. The only “routine” matter on this year’s Annual Meeting agenda is Proposal No. 2 (Ratify selection of PwC as independent registered public accounting firm).

If you hold your shares in street name, and you wish to have your shares voted on all matters in this Proxy Statement, please complete and return your voting instruction form. If you do not return your voting instruction form, your shares will not be voted on any matters with the exception that your broker may vote in its discretion on Proposal No. 2. If you are a shareholder of record and you do not cast your vote, your shares will not be voted on any of the proposals at the Annual Meeting, which will have no the effect on the outcome.

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Additional Informationany of the proposals with the exception of Proposal No. 5, which requires the affirmative vote of the holders of a majority of the shares outstanding on the record date for the Annual Meeting.

If you are the holder of record of your shares ifand you return your proxy to us by any of these means outlined above under the heading “Voting Instructions” without choices for eachany proposal, the proxy committee appointed by the Board will vote your shares on the unmarked proposals in accordance with the same proportion as shares for which instructions have been received.Board’s recommendation. Abstentions, directions to withhold authority, and broker non-votes (where(when a named entity holds shares for a beneficial owner who has not provided voting instructions) will be considered present at the Annual Meeting for purposes of a quorum.

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Quorum and Required Vote

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Quorum and Required Vote

We will have a quorum and will be able to conduct the business of the Annual Meeting if the holders of a majority of the votes that shareholders are entitled to cast are present at the Annual Meeting, either virtually or by proxy. ForAt the 20212023 Annual Meeting, to elect directors and adopt the other proposals, the following votes are required under our governing documents and Delaware corporate law:

PROPOSAL
VOTE REQUIRED
EFFECT OF
ABSTENTION
EFFECT OF
BROKER NON-VOTE*
1

PROPOSAL

VOTE REQUIRED

EFFECT OF
ABSTENTION

EFFECT OF
BROKER NON-VOTE*

1

Election of directors

Approval of the majority of shares represented at the Annual Meeting

Treated as
vote against

No effect on

the outcome

2

Ratify selection of PwC as independent
registered public accounting firm*

Approval of the majority of shares represented at the Annual Meeting

Treated as

vote against

No effect on

the outcome

3

Advisory vote to approve the compensation
of our named executive officers**

Approval of the majority of shares represented at the Annual Meeting

Treated as

vote against

No effect on

the outcome

4

Advisory vote to determine the frequency of advisory vote to approve compensation of named executive officers**

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The frequency that receives the highest number of votes cast will be deemed to be the frequency selected by the shareholders

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No effect on the outcome

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No effect on the outcome

5

Approval of amendment to Restated Certificate of Incorporation providing for exculpation of officers

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Approval of the majority of shares outstanding on the record date

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Treated as
vote against

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Treated as
vote against

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A broker non-vote occurs when a broker submits a proxy but does not vote for an item because it is not a “routine” item and the broker has not received voting instructions from the beneficial owner. As described under “Effect of Not Casting Your Vote” above, your broker may vote in its discretion only on Proposal No. 2 ratify(Ratify selection of PwC as independent registered public accounting firm.firm). Because brokers are entitled to vote on Proposal No. 2 without voting instructions from the beneficial owner, there will be no broker non-votes on this proposal.

**

Advisory/Non-binding. In accordance with Adtalem’s Restated Certificate of Incorporation, a majority of the shares represented and entitled to vote at the Annual Meeting must be voted “FOR.” Notwithstanding the foregoing, Adtalem will take into account the weight of investor support for the compensation for its NEOs based on the percentage of shares that are present at the meeting or represented by proxy at the meeting and entitled to vote on the proposal that have voted “FOR” the proposal. In evaluating the weight of investor support for the compensation of Adtalem’s NEOs, abstentions will be counted as shares present at the meeting and will have the effect of a vote against the proposal. Broker non-votes will not be counted as shares entitled to vote on the matter and will have no impact on the vote’s outcome. With respect to the advisory vote on the frequency of holding the shareholder advisory vote regarding compensation awarded to the NEOs (Proposal No. 4), you may vote “1 YEAR,” “2 YEARS,” “3 YEARS,” or “ABSTAIN.” If you elect to “ABSTAIN,” the abstention does not count in the determination of which alternative receives the highest number of votes cast.

PROXY SOLICITATION

Officers and other employees of Adtalem may solicit proxies by mail, personal interview, telephone, facsimile, electronic means, or via the Internetinternet without additional compensation. None of these individuals will receive special compensation for soliciting votes, which will be performed in addition to their regular duties, and some of them may not necessarily solicit proxies. Adtalem also has made arrangements with brokerage firms, banks, record holders, and other fiduciaries to forward proxy solicitation materials to the beneficial owners of shares they hold on your behalf. Adtalem will reimburse these intermediaries for reasonable out-of-pocket expenses. We have hired Innisfree M&A Incorporated to help us distribute and solicit proxies. Adtalem will pay Innisfree $20,000 plus expenses for these services. Adtalem will pay the cost of all proxy solicitation.

SHAREHOLDER PROPOSALS FOR 20222024 ANNUAL MEETING

Shareholder proposals intended to be presented at the 20222024 Annual Meeting of Shareholders in reliance on Rule 14a-8 under the Exchange Act must be received by Adtalem no later than June 10, 2022,2024, to be eligible for inclusion in the proxy statement and form of proxy for the meeting. Any such proposal also must meet the other requirements of the rules of the SEC relating to shareholder proposals. Also, under Adtalem’s By-Laws, other proposals and director nominations by shareholders that are not included in the proxy statement will be considered

2021 Proxy Statement     77

Table of Contents

Additional Information

timely and may be eligible for presentation at that meeting only if they are received by Adtalem in the form of a written notice, directed to the attention of Adtalem’s General Counsel and Corporate Secretary, not later than August 12, 2022.2024. The notice must contain the information required by the By-Laws.

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Adtalem Global Education Inc.

2023 Proxy Statement     75

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Table of Contents

Additional Information

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AVAILABILITY OF FORM 10-K

A copy of Adtalem’s 20212023 Annual Report on Form 10-K (including the financial statements and financial statement schedules)statements), as filed with the SEC, may be obtained without charge upon written request to the attention of Adtalem’s General Counsel and Corporate Secretary at Adtalem Global Education Inc., 500 West Monroe Street, Suite 2800,1300, Chicago, IL 60661. A copy of Adtalem’s Form 10-K and other periodic filings also may be obtained on Adtalem’s investor relations website at investors.adtalem.com/financials/sec-filing and from the SEC’s EDGAR database at www.sec.gov.

HOUSEHOLDING

Adtalem delivers only one Notice of Annual Meeting and Proxy Statement and the 20212023 Annual Report to multiple shareholders sharing the same address unless it has received different instructions from one or more of them. This method of delivery is known as “householding.” Householding reduces the number of mailings you receive, saves on printing and postage costs, and helps the environment. Adtalem will, upon written or oral request, promptly deliver a separate copy of the Notice of Annual Meeting and Proxy Statement and 20212023 Annual Report to a shareholder at a shared address. If you would like to change your householding election, request that a single copy of this or future proxy materials be sent to your address, or request a separate copy of this or future proxy materials, you should submit this request by writing Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717 or calling 1-866-540-7095.

DELINQUENT SECTION 16(a) REPORTS

Under U.S. securities laws, directors, certain officers, and persons holding more than 10% of our common stock must report their initial ownership of our common stock and any changes in their ownership to the SEC. The SEC has designated specific due dates for these reports and we must identify in this Proxy Statement those persons who did not file these reports when due. Based solely on our review of copies of the reports filed with the SEC and the written representations of our directors and executive officers, we believe that all reporting requirements for fiscal year 20212023 were complied with by each person who at any time during the 20212023 fiscal year was a director or an executive officer or held more than 10% of our common stock except for the following: Due to the late receipt of a report, Ms. Boden HollandWardell inadvertently filed a Form 4 four daysone day late on May 19, 2021February 3, 2023 to report the vestingwithdrawal of a previously reported restricted stock award on May 9, 2021. Due to the late receiptcash value of a report, Ms. Wardell, Ms. Jennings, Mr. Nash and Mr. Lau each inadvertently filed a Form 4 two days late on August 28, 2020 to reportphantom shares held under the vesting of a previously reported restricted stock award on August 23, 2020. In addition, following a review of our stock records, it was discovered that Mr. Robert Phelan did not report a transaction in which shares were withheld for taxes on vesting shares. Such transaction was subsequently reported in a Form 5 that was filed on August 16, 2021.Company’s nonqualified deferred compensation plan.

OTHER BUSINESS

The Board is aware of no other matter that will be presented for action at this Annual Meeting. If any other matter requiring a vote of the shareholders properly comes before the Annual Meeting, the proxy committee will vote and act according to their best judgment.

By Order of the Board of Directors

Graphic

Douglas G. Beck

Senior Vice President, General Counsel, and Corporate Secretary and Institutional Support Services

78     Adtalem Global Education Inc.​

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76     2023 Proxy Statement

Adtalem Global Education Inc.

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Table of Contents

Appendix A – Summary of Special Items Excluded for Performance Assessment

The Compensation Committee has the discretion to adjust the financial inputs used in calculating the target award percentages for the MIP and long-term incentive plans. The Compensation Committee evaluates potential adjustments using the following framework:

1.Align treatment with shareholders’ view of results;
2.Encourage management to make the best long-term decisions for Adtalem’s stakeholders; and
3.Remain generally consistent with past practice.

Return on Invested Capital (“ROIC”),ROIC, which is used as a performance threshold for PSUs granted in fiscal years 2019, 2020 and 2021 and is expressed as a percentage, is calculated as Adjusted Net Income divided by the average of the beginning and ending balances of the summation of Long-term Debtlong-term debt and Shareholders’ Equity.shareholders’ equity.

RECONCILIATION OF FISCAL YEAR 20212023 ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE FOR PERFORMANCE ASSESSMENTS TO REPORTED NET INCOME AND EARNINGS PER SHARE

For fiscal year 2021,2023, Adtalem’s calculation of Adjusted Net Income,adjusted net income, which is a performance metric factoring in ROIC and Adjusted Earningsadjusted earnings per Share,share, which is a performance metric factoring in the determination of MIP payouts, were adjusted from reported Net Incomenet income and Earningsearnings per Shareshare for the following special items:

●Exclusion of restructuring expense primarily related to plans to achieve synergies with the Walden University acquisition and real estate consolidations at Walden, Medical and Veterinary, and Adtalem’s home office;
●Exclusion of business integration expense, which includes expenses related to the Walden acquisition and certain costs related to growth transformation initiatives;
●Exclusion of intangible amortization expense on acquired intangible assets;
●Exclusion of gain on sale of assets for Adtalem’s Chicago, Illinois campus facility;
●Exclusion of write-off of debt discount and issuance costs and gain on extinguishment of debt related to prepayments of debt, reserves related to significant litigation, and impairment of an equity investment; and
●Exclusion of discontinued operations, primarily from costs related to DeVry University.
●In addition for the determination of ROIC, the inclusion of the target net income impact related to the Financial Services segment divestiture.

The following table reconciles these adjustments to the most directly comparable GAAP information:

​

​

​

​

​

​

​

​

​

in thousands

​

per share

Net income, as reported

​

$

93,358

​

$

2.05

Exclusions:

 

​

​

​

​

​

Restructuring charges (pretax)

​

$

18,817

​

$

0.41

Business integration expense (pretax)

​

$

42,661

​

$

0.94

Intangible amortization expense (pretax)

​

$

61,239

​

$

1.34

Gain on sale of assets (pretax)

​

$

(13,317)

​

$

(0.29)

Write-off of debt discount and issuance costs, gain on extinguishment of debt, litigation reserve, and investment impairment (pretax)

​

$

19,226

​

$

0.42

Income tax impact of above exclusions

​

$

(31,997)

​

$

(0.70)

Discontinued operations (after tax)

​

$

8,394

​

$

0.18

Net income, as adjusted for determination of MIP payout

​

$

198,381

​

$

4.35

Inclusion of Financial Services (target estimate)

​

$

33,000

​

​

​

Net income, as adjusted for determination of ROIC

​

$

231,381

​

​

​

Long-term debt and shareholders' equity:

​

 

​

​

​

​

Fiscal year 2023, as reported

​

$

2,165,619

​

​

​

Fiscal year 2022, as reported

​

$

2,364,282

​

​

​

Average for determination of ROIC

​

$

2,264,951

​

​

​

ROIC

​

 

10.2%

​

​

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Adtalem Global Education Inc.

2023 Proxy Statement     A-1

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Table of Contents

Appendix A – Summary of Special Items Excluded for Performance Assessment

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FISCAL YEAR 2023 FCF PER SHARE FOR PERFORMANCE ASSESSMENTS

For fiscal year 2023, Adtalem’s calculation of adjusted FCF was adjusted for the cash impact from special items (as discussed above).

​

​

​

​

​

​

(in thousands, except

​

​

per share amounts)

Net cash provided by operating activities-continuing operations

 

$

205,684

Capital expenditures

 

$

(37,008)

FCF

 

$

168,676

Cash impact from special items

​

$

25,707

Inclusion of Financial Services (target estimate)

 

$

45,600

FCF, as adjusted for determination of FCF

 

$

239,983

Diluted shares

 

$

45,600

FCF per share

 

$

5.26

RECONCILIATION OF FISCAL YEAR 2022 ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE FOR PERFORMANCE ASSESSMENTS TO REPORTED NET INCOME AND EARNINGS PER SHARE

For fiscal year 2022, Adtalem’s calculation of adjusted net income, which is a performance metric factoring in ROIC and adjusted earnings per share, which is a performance metric factoring in the determination of MIP payouts, were adjusted from reported net income and earnings per share for the following special items:

●Exclusion of deferred revenue adjustment related to a revenue purchase accounting adjustment to record Walden University’s deferred revenue at fair value;
●Exclusion of CEO transition costs related to acceleration of stock-based compensation expense;
●Exclusion of restructuring expense primarily related to plans to achieve synergies with the Walden University acquisition and real estate consolidations at Medical and Veterinary and Adtalem’s home office;
●Exclusion of business acquisition and integration expense, which includes expenses related to the Walden University acquisition;
●Exclusion of intangible amortization expense on acquired intangible assets;
●Exclusion of pre-acquisition interest expense, write-off of debt discount and issuance costs, and gain on extinguishment of debt, which relates to financing arrangements in connection with the Walden University acquisition and prepayment of debt;
●Exclusion of interest savings from debt prepayments; and
●Exclusion of discontinued operations, primarily from the operations of Financial Services and costs related to DeVry University.
●In addition for the determination of ROIC, the inclusion of the actual net income impact related to the Financial Services segment realized within discontinued operations prior to its divestiture on March 10, 2022.

The following table reconciles these adjustments to the most directly comparable GAAP information:

​

​

​

​

​

​

​

​

​

in thousands

​

per share

Net income, as reported

 

$

317,705

​

$

6.57

Exclusions:

​

​

​

​

​

​

Deferred revenue adjustment (pretax)

 

$

8,561

​

$

0.18

CEO transition costs (pretax)

 

$

6,195

​

$

0.13

Restructuring charges (pretax)

 

$

25,628

​

$

0.53

Business acquisition and integration expense (pretax)

 

$

53,198

​

$

1.09

Intangible amortization expense (pretax)

 

$

97,274

​

$

1.99

Pre-acquisition interest expense, write-off of debt discount and issuance costs, and gain on extinguishment of debt (pretax)

 

$

48,804

​

$

1.00

Debt prepayment interest savings (pretax)

 

$

(12,420)

​

$

(0.25)

Income tax impact of above exclusions

 

$

(48,489)

​

$

(0.99)

Discontinued operations (after tax)

 

$

(347,532)

​

$

(7.18)

Net income, as adjusted for determination of MIP payout

 

$

148,924

​

$

3.05

Inclusion of Financial Services

​

$

33,070

​

​

​

Net income, as adjusted for determination of ROIC

​

$

181,994

​

​

​

Long-term debt and shareholders' equity:

​

​

​

​

​

​

Fiscal year 2022, as reported

 

$

2,364,282

​

​

​

Fiscal year 2021, as reported

 

$

2,392,070

​

​

​

Average for determination of ROIC

 

$

2,378,176

​

​

​

ROIC

​

​

7.7%

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A-2     2023 Proxy Statement

Adtalem Global Education Inc.

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Table of Contents

Appendix A – Summary of Special Items Excluded for Performance Assessment

​

FISCAL YEAR 2022 FCF PER SHARE FOR PERFORMANCE ASSESSMENTS

For fiscal year 2022, Adtalem’s calculation of adjusted FCF was adjusted for the cash impact from special items (as discussed above).

​

​

​

​

​

​

(in thousands, except

​

​

per share amounts)

Net cash provided by operating activities-continuing operations

 

$

163,825

Capital expenditures

 

$

(31,054)

FCF

 

$

132,771

Cash impact from special items

​

$

48,294

Cash impact from debt prepayment interest savings

​

$

(3,607)

Inclusion of Financial Services

​

$

29,792

FCF, as adjusted for determination of FCF

​

$

207,250

Diluted shares

​

​

48,804

FCF per share

 

$

4.25

RECONCILIATION OF FISCAL YEAR 2021 ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE FOR PERFORMANCE ASSESSMENTS TO REPORTED NET INCOME AND EARNINGS PER SHARE

For fiscal year 2021, Adtalem’s calculation of adjusted net income, which is a performance metric factoring in ROIC and adjusted earnings per share, which is a performance metric factoring in the determination of MIP payouts, were adjusted from reported net income and earnings per share for the following special items:

●Exclusion of restructuring charges primarily related to Adtalem’s home office and ACAMS real estate consolidations, and a write-down of EduPristine’s assets;
●Exclusion of business acquisition and integration expense, which includes expenses related to the Walden University acquisition;
●Exclusion of pre-acquisition interest expense, which relates to financing arrangements in connection with the Walden University acquisition; and
●Exclusion of discontinued operations, includingprimarily from the operations of Adtalem Brazil Carrington College and costs related to DeVry University.

In addition, the amount of pre-acquisition debt was adjusted from the long-term debt and shareholders’ equity calculation.

The following table reconciles these adjustments to the most directly comparable GAAP information:

     in thousands    per share
Net Income, as reported       $76,909      $1.49

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​

​

​

​

​

​

​

​

in thousands

​

per share

Net income, as reported

 

$

76,909

​

$

1.49

Exclusions:

​

​

​

​

​

​

Restructuring charges (pretax)$9,804$0.19

 

$

9,804

​

$

0.19

Business acquisition and integration expense (pretax)$31,593$0.61

 

$

31,593

​

$

0.61

Pre-acquisition interest expense (pretax)$26,746$0.52

 

$

26,746

​

$

0.52

Income tax impact of above exclusions$(16,501)$(0.32)

 

$

(16,501)

​

$

(0.32)

Discontinued operations (after tax)$25,127$0.49

 

$

25,127

​

$

0.49

Adjusted Net Income$153,678$2.98
Long-term Debt and Shareholder’s Equity:

Adjusted net income

 

$

153,678

​

$

2.98

Long-term debt and shareholders' equity:

​

​

​

​

​

​

Fiscal year 2021, as reported$2,392,070

 

$

2,392,070

​

​

​

Exclusion of pre-acquisition debt$(800,000)

​

$

(800,000)

​

​

​

Fiscal year 2021, as adjusted$1,592,070

​

$

1,592,070

​

​

​

Fiscal year 2020, as reported$1,604,421

 

$

1,604,421

​

​

​

Average for determination of ROIC$1,598,246

 

$

1,598,246

​

​

​

ROIC9.6%

​

​

9.6%

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2021 Proxy Statement     A-1

Table of Contents

Appendix A – Summary of Special Items Excluded for Performance Assessment

For the fiscal year 2021 ROIC award only, Adtalem’s calculation of long-term debt and shareholders’ equity was further adjusted for the following items:

●Exclusion of the net income impact from special items (as discussed above); and
●Exclusion of share repurchases.

The following table reconciles these adjustments to the most directly comparable GAAP information:

     in thousands    per share
Net Income, as reported       $76,909     $1.49
Exclusions:
Restructuring charges (pretax)$9,804$0.19
Business acquisition and integration expense (pretax)$31,593$0.61
Pre-acquisition interest expense (pretax)$26,746$0.52
Income tax impact of above exclusions$(16,501)$(0.32)
Discontinued operations (after tax)$25,127$0.49
Adjusted Net Income$153,678$2.98
Long-term Debt and Shareholder’s Equity:
Fiscal year 2021, as reported$2,392,070
Exclusion of pre-acquisition debt$(800,000)
Exclusion of special items$76,769
Exclusion of share repurchases$100,000
Fiscal year 2021, as adjusted$1,768,839
Fiscal year 2020, as reported$1,604,421
Average for determination of ROIC$1,686,630
ROIC9.1%

FISCAL YEAR 2021 FCF PER SHARE FOR PERFORMANCE ASSESSMENTS

For fiscal year 2021, Adtalem’s calculation of Adjusted Free Cash Flowadjusted FCF was adjusted for the cash impact from special items (as discussed above).

     (in thousands, except
per share amounts)

​

​

​

​

​

​

(in thousands, except

​

​

per share amounts)

Net cash provided by operating activities-continuing operations                   $223,158

 

$

223,158

Capital Expenditures$(48,664)
Free Cash Flow (“FCF”)$174,494

Capital expenditures

 

$

(48,664)

FCF

 

$

174,494

Cash impact from special items$17,803

​

$

17,803

FCF, as adjusted for determination of FCF$192,297

​

$

192,297

Diluted shares51,645

​

​

51,645

FCF per Share$3.72

FCF per share

 

$

3.72

RECONCILIATION OF FISCAL YEAR 2020 ADJUSTED NET INCOME AND EARNINGS PER SHARE FOR PERFORMANCE ASSESSMENTS TO REPORTED NET INCOME AND EARNINGS PER SHARE​

For fiscal year 2020, Adtalem’s calculation of Adjusted Net Income, which is a performance metric factoring in ROIC and Adjusted Earnings per Share, which is a performance metric factoring in the determination of MIP payouts, were adjusted from reported Net Loss and Loss per Share for the following special items:

●

​

Exclusion of restructuring charges primarily related to the sale of Becker Professional Education’s courses for healthcare students, Adtalem’s home office and ACAMS real estate consolidations and workforce reductions across the organization, which were not primarily related to COVID-19;

​

●

Adtalem Global Education Inc.

Exclusion of a gain related to the sale of Adtalem’s Columbus, Ohio campus facility;
●Exclusion of a gain on the deal-contingent foreign currency hedge arrangement entered into in connection with the sale of Adtalem Brazil to economically hedge the Brazilian Real denominated purchase price through mitigation of the currency exchange rate risk;

2023 Proxy Statement     A-3

A-2     Adtalem Global Education Inc.​

Table of Contents

Appendix A – Summary of Special Items Excluded for Performance Assessment

●Exclusion of adjustments to the income tax charges related to implementation of the Tax Cuts and Jobs Act of 2017;
●Exclusion of a net tax benefit for a former subsidiary investment loss;
●Exclusion of discontinued operations including the operations of Adtalem Brazil, Carrington College and DeVry University; and
●Inclusion of the first three quarter of income for actual performance of Adtalem Brazil prior to its sale in April 2020 and three months of forecasted income of Adtalem Brazil to annualize Adtalem Brazil’s results (for ROIC payout only).

​

We believe that certain non-GAAP financial measures provide investors with useful supplemental information regarding the underlying business trends and performance of Adtalem’s ongoing operations as seen through the eyes of management and are useful for period-over-period comparisons. We use these supplemental non-GAAP financial measures internally in our assessment of performance and budgeting process. However, these non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The following table reconciles these adjustments to the most directly comparable GAAP information:

     in thousands    per share
Net Loss, as reported       $(85,334)     $(1.58)
Exclusions:
Restructuring charges (pretax)$28,628$0.53
Gain from real estate sale (pretax)$(4,779)$(0.09)
Gain on derivative (pretax)$(110,723)$(2.05)
Tax Cuts and Jobs Act of 2017$(2,230)$(0.04)
Net tax benefit for a former subsidiary investment loss$(25,668)$(0.47)
Income tax impact of above exclusions$(5,648)$(0.10)
Discontinued operations (after tax)$329,315$6.09
Net Income, as adjusted for determination of MIP payout$123,541$2.28
Inclusion of Adtalem Brazil$26,341
Net Income, as adjusted for determination of ROIC$149,882
Long-term Debt and Shareholder’s Equity:
Fiscal year 2021, as reported$1,604,421
Fiscal year 2020, as reported$1,798,530
Average for determination of ROIC$1,701,476
ROIC8.8%

FISCAL YEAR 2020 FCF PER SHARE FOR PERFORMANCE ASSESSMENTS

     (in thousands, except
per share amounts)
Net cash provided by operating activities-continuing operations                   $149,565
Capital Expenditures$(44,137)
Free Cash Flow (“FCF”)$105,428
Inclusion of Adtalem Brazil$34,714
FCF, as adjusted for determination of FCF$140,142
Diluted shares$54,094
FCF per Share$2.59

RECONCILIATION OF FISCAL YEAR 2019 ADJUSTED NET INCOME AND EARNINGS PER SHARE FOR PERFORMANCE ASSESSMENTS TO REPORTED NET INCOME AND EARNINGS PER SHARE

For fiscal year 2019, Adtalem’s calculation ofare non-GAAP financial measures used in this Proxy Statement: Adjusted Earnings Per Share, Free Cash Flow Per Share, Adjusted Net Income, which is a performance metric factoring in ROIC and Adjusted Earnings per Share, which is a performance metric factoring in the determination of MIP payouts, were adjusted from reported Net Income and Earnings per Share for the following special items:EBITDA Margin.

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●

A-4     2023 Proxy Statement

Exclusion of restructuring charges, including asset write-offs, primarily related to the closing of the Ross University School of Medicine campus in Dominica, and real estate consolidations and workforce reductions at Adtalem Brazil and Adtalem’s home office;
●Exclusion of insurance settlement gain related to the final proceeds received for damages from Hurricanes Irma and Maria at American University of the Caribbean School of Medicine and Ross University School of Medicine;

2021 Proxy Statement     A-3

Table of Contents

Appendix A – Summary of Special Items Excluded for Performance Assessment

●Exclusion of a gain related to a lawsuit settlement against the Adtalem Board;
●Exclusion of adjustments to the preliminary income tax charges related to implementation of the Tax Cuts and Jobs Act of 2017 and tax charges relating to the sale of DeVry University;
●Exclusion of discontinued operations including the operations of Carrington College and DeVry University; and
●Exclusion of the results of OCL acquired in the second half of fiscal year 2019 (for MIP payout only).

The following table reconciles these adjustments to the most directly comparable GAAP information:

     in thousands    per share
Net Income, as reported          $95,168      $1.60
Exclusions:
Restructuring charges (pretax)$55,925$0.94
Settlement gains (pretax)$(26,178)$(0.44)
Tax Cuts and Jobs Act of 2017 and tax charges relating to divestiture of
DeVry University$3,584$0.06
Income tax impact of above exclusions$(1,732)$(0.03)
Discontinued operations (after tax)$40,443$0.68
Net Income, as adjusted for determination of ROIC$167,210$2.82
Net Loss from OCL acquired in the second half of fiscal year 2019$944$0.02
Net Income, as adjusted for determination of MIP payout$168,154$2.84
Long-term Debt and Shareholder’s Equity:
Fiscal year 2020, as reported$1,798,530
Fiscal year 2019, as reported$1,819,286
Average for determination of ROIC$1,808,908
ROIC9.2%

FISCAL YEAR 2019 FCF PER SHARE FOR PERFORMANCE ASSESSMENTS

     (in thousands, except
per share amounts)
Net cash provided by operating activities-continuing operations                  $226,449
Capital Expenditures$(64,751)
Free Cash Flow (“FCF”)$161,698
Diluted shares59,330
FCF per Share$2.73

A-4     Adtalem Global Education Inc.

Table of Contents

CORPORATE INFORMATION

Home Office
Adtalem Global Education Inc.

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Table of Contents

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CORPORATE INFORMATION

Home Office

Adtalem Global Education Inc.

500 West Monroe Street, Suite 2800
1300

Chicago, IL 60661
866-374-2678

312-651-1400

www.adtalem.com

Transfer Agent and Registrar

Computershare Investor Services, L.L.C.

462 South 4th Street Suite 1600

Louisville, KY 40202
312-588-4189

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

One North Wacker Drive

Chicago, Illinois 60606

Financial Information and Reports

Adtalem routinely issues press releases and quarterly and annual financial reports. To receive this information please write to us at: Adtalem Global Education Inc., Investor Relations, 500 West Monroe Street, Suite 2800,1300, Chicago, IL 60661, call 312-588-4189+1 312-906-6600, or visit the “Investor Relations” section of our website at www.adtalem. com.www.adtalem.com. A copy of the Adtalem Global Education Inc. 20212023 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission will be furnished to stockholdersshareholders without charge (except charges for providing exhibits) upon request to the Company. Analysts and investors seeking additional information about the Company can contact Investor Relations at 312-588-4189.+1 312-906-6600 or emailing Investor.Relations@Adtalem.com.

Investor Relations
John Kristoff

Jay Spitzer, CFA

Vice President, Global Communications
312-651-1437Investor Relations

+1 312-906-6600

Annual Meeting

The annual meeting of shareholders of Adtalem Global Education Inc. will be held entirely online on Wednesday, November 10, 20218, 2023 at 8:3000 a.m. Central Standard Time at: www.virtualshareholdermeeting.com/ATGE2021.ATGE2023.

Annual Mailing

Holders of common stock of record at the close of business on September 24, 202122, 2023 are entitled to vote at the meeting. A notice of meeting, proxy statement, and proxy card and/or voting instructions were provided to shareholders with this Annual Report.

Common Stock

Adtalem’s stock is traded on the New York Stock Exchange and the NYSE Chicago Stock Exchange under the symbol ATGE.

Corporate Governance

To review the Company’s corporate governance guidelines, Board committee charters, and code of conduct and ethics, please visit the “Organizational Governance” section on the “Investor Relations”“About Us” page of our website at www.adtalem.com.










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ADTALEM GLOBAL EDUCATION INC.
500 WEST MONROE STREET, SUITE 2800
CHICAGO, IL 60661
VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Time on November 9, 2021 for shares held directly and by 11:59 P.M. Eastern Time on November 5, 2021 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/ATGE2021
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Time on November 9, 2021 for shares held directly and by 11:59 P.M. Eastern Time on November 5, 2021 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.




GRAPHIC

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

D59925-P61779

KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

ADTALEM GLOBAL EDUCATION INC.ForWithholdFor All
The Board of Directors recommends that you vote FOR all of the nominees listed in Item 1.AllAllExcept
☐☐☐
1.Election of Directors
Nominees:
01)Stephen W. Beard07)Lyle Logan
02)William W. Burke08)Michael W. Malafronte
03)Charles DeShazer09)Sharon O’Keefe
04)Mayur Gupta10)Kenneth J. Phelan
05)Donna J. Hrinak11)Lisa W. Wardell
06)Georgette Kiser

To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below.



The Board of Directors recommends you vote FOR the following proposals:ForAgainstAbstain
V23528-P98957 ADTALEM GLOBAL EDUCATION INC. ADTALEM GLOBAL EDUCATION INC. 500 WEST MONROE STREET, SUITE 1300 CHICAGO, IL 60661 2.Ratify selection of PricewaterhouseCoopers LLP as independent registered public accounting firm.☐☐☐
3.Say-on-pay: Advisory vote to approve the compensation of our named executive officers.☐☐☐
NOTE: Such other business as may properly come before 5. Amend the meeting or any adjournment thereof.

YesNo
Please indicate ifCompany’s Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation. 4. Determine the frequency of shareholder advisory vote regarding compensation awarded to named executive officers. 1. Election of Directors 1a. Stephen W. Beard 1b. William W. Burke 1c. Mayur Gupta 1d. Donna J. Hrinak 1e. Georgette Kiser 1f. Liam Krehbiel 1g. Michael W. Malafronte 1h. Sharon L. O’Keefe 1i. Kenneth J. Phelan 1j. Lisa W. Wardell Nominees: The Board of Directors recommends that you plan to attend this meeting.☐☐

vote FOR all of the nominees listed in Item 1. The Board of Directors recommends you vote FOR proposals 2 and 3. The Board of Directors recommends you vote FOR proposal 5. The Board of Directors recommends you vote 1 YEAR on the following proposal. Please date and sign below exactly as your name(s) appear(s) hereon. Joint owners should all sign. When signing in a representative capacity (such as for an estate, trust, corporation or partnership), please indicate title or capacity. NOTE: To transact such other business as may properly come before the meeting or any adjournment thereof. ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! For Against Abstain For Against Abstain For Against Abstain ! ! ! 1 Year 2 Years 3 Years Abstain ! ! ! ! ! ! ! VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Time on November 7, 2023 for shares held directly and by 11:59 P.M. Eastern Time on November 3, 2023 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/ATGE2023 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Time on November 7, 2023 for shares held directly and by 11:59 P.M. Eastern Time on November 3, 2023 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTEw


GRAPHIC

Signature [PLEASE

V23529-P98957 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. PLEASE SIGN, WITHIN BOX]

DateSignature (Joint Owners)Date

Table of Contents






Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.






D59926-P61779
DATE AND RETURN PROMPTLY IN ENCLOSED PREPAID ENVELOPE. (Continued and to be signed on reverse side.) PROXY
PROXY ADTALEM GLOBAL EDUCATION INC.
Annual Meeting of Shareholders
November 10, 2021,8, 2023, 8:3000 AM Central Standard Time		PROXY Via live webcast at www.virtualshareholdermeeting.com/ATGE2023. This proxy is solicited on behalf of the Board of Directors. The undersigned hereby appoints Douglas G. Beck and Robert J. Phelan as proxies, each with the power to act alone and with full power of substitution and revocation, to represent and vote, as specified on the other side of this Proxy, all shares of Common Stock of Adtalem Global Education Inc. that the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held on Wednesday, November 8, 2023, or any adjournment of the meeting. You can virtually attend the meeting online by visiting www.virtualshareholdermeeting.com/ATGE2023. The shares represented by this Proxy will be voted as specified. If no choice is specified, this Proxy will be voted as recommended by the Board of Directors. The proxies are authorized, in their discretion, to vote such shares upon any other business that may properly come before the Annual Meeting.

Via live webcast at www.virtualshareholdermeeting.com/ATGE2021.
This proxy is solicited on behalf of the Board of Directors.

The undersigned hereby appoints Douglas G. Beck and Robert J. Phelan as proxies, each with the power to act alone and with full power of substitution and revocation, to represent and vote, as specified on the other side of this Proxy, all shares of Common Stock of Adtalem Global Education Inc. that the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held on Wednesday, November 10, 2021, or any adjournment of the meeting. You can virtually attend the meeting online by visiting www.virtualshareholdermeeting.com/ATGE2021.

The shares represented by this Proxy will be voted as specified. If no choice is specified, this Proxy will be voted "FOR ALL" in Item 1 and "FOR" Items 2 and 3.

The proxies are authorized, in their discretion, to vote such shares upon any other business that may properly come before the Annual Meeting.


PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED PREPAID ENVELOPE.

(Continued and to be signed on reverse side.)