DEF 14A of Covista Inc., Oct 2, 2025

DEF 14A of Covista Inc.

Filed Oct 2, 2025 · FY20250001104659-25-096070

Open on EDGAR

  1. OUR NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    OUR NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS Balanced mix of backgrounds, current and former CEOs, a medical professional, a former finance executive at a leading global company, and corporate and academic leadership expertise.

  2. OUR NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | Name and Principal Occupation | | Independent | Age | Director Since | Other Public Company Boards | | | Stephen W. Beard Chairman of the Board and CEO, Adtalem Global Education Inc. | | 54 | 2021 | | | | William W. Burke President and Founder, Austin Highlands Advisors, LLC |  | 66 | 2017 | Ceribell, Inc. Tactile Systems Technology Inc. | | | Donna J. Hrinak Retired Senior Vice President, Corporate Affairs, Royal Caribbean Group |  | 74 | 2018 | | | | Georgette Kiser Former Managing Director and CIO, The Carlyle Group |  | 57 | 2018 | Aflac Inc. Jacobs Solutions Inc. | | | Liam Krehbiel Chief Executive Officer and Founder, Topography Hospitality, LLC |  | 49 | 2022 | | | | Michael W. Malafronte Lead Independent Director of the Board, Adtalem Global Education Inc. Senior Advisor, Derby Copeland Capital |  | 51 | 2016 | | | | Sharon L. O’Keefe Retired President, University of Chicago Medical Center |  | 73 | 2020 | Conva Tec Group PLC | | | Kenneth J. Phelan Senior Advisor, Oliver Wyman Inc. |  | 66 | 2020 | Huntington Bancshares Inc. | | | Betty Vandenbosch Former Senior Advisor, Coursera, Inc. |  | 69 | 2024 | | | | Lisa W. Wardell Former Chairman of the Board, Adtalem Global Education Inc. | | 56 | 2008 | American Express Co. |

  3. OUR NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | 4 2025 Proxy Statement | Adtalem Global Education Inc. |

  4. Election of Directors

    Election of Directors The Board has nominated each of Adtalem’s ten incumbent directors and recommends their re-election, each for a term to expire at the 2026 Annual Meeting. All of the nominees have consented to serve as directors if elected at the Annual Meeting. It is intended that all shares represented by proxy at the Annual Meeting will be voted for the election of each of Stephen W. Beard, William W. Burke, Donna J. Hrinak, Georgette Kiser, Liam Krehbiel, Michael W. Malafronte, Sharon L. O’Keefe, Kenneth J. Phelan, Betty Vandenbosch, and Lisa W. Wardell as directors unless otherwise specified in such proxy. A proxy cannot be voted for more than ten persons. If a nominee becomes unable to serve as a director, the proxy committee (appointed by the Board) will vote for the substitute nominee that the Board designates. The Board has no reason to believe that any of the nominees will become unavailable for election. Each nominee for election as a director is listed below, along with a brief statement of his or her current or most recent principal occupation, business experience, and other 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 “Reasons for Nomination,” 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 heading “Director Nominating Process,” the Nominating & Governance Committee evaluates the Board holistically to ensure it is constituted with a balance of competencies and professional experiences to promote effective governance.

  5. 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 ten 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 (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, if any, will be counted as votes AGAINST each director nominee, and broker non-votes, if any, will not be counted as votes represented and entitled to vote and, therefore, will have no effect on the results of the vote for this proposal. 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 when 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.

  6. APPROVAL BY SHAREHOLDERS

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

  7. APPROVAL BY SHAREHOLDERS

    | Adtalem Global Education Inc. | 2025 Proxy Statement 11 |

  8. BOARD COMPOSITION

    BOARD COMPOSITION Director Nominees

  9. BOARD COMPOSITION

    | Age: 54 Director since: 2021 Chairman since 2024 Committees: none Education: ● Bachelor’s degree from the University of Illinois at Urbana-Champaign ● Juris Doctor degree from the Maurer School of Law at Indiana University | Stephen W. Beard | | | Chairman of the Board and CEO, Adtalem Global Education Inc. | | | Career Highlights Mr. Beard was appointed Adtalem’s President and CEO and a director on our Board in September 2021. Mr. Beard was elected Chairman of our Board in November 2024. As Adtalem’s Chief Operating Officer (COO), he architected Adtalem’s portfolio repositioning while delivering strong operational performance across both healthcare education and financial services segments. 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. Before joining Adtalem, Mr. Beard served as executive vice president and chief administrative officer at Heidrick & Struggles International, Inc. (NASDAQ: HSII), where he led the firm’s expansion into organizational consulting and culture shaping. His earlier career included corporate and securities law practice at Schiff Hardin, LLP in Chicago, specializing in mergers and acquisitions and corporate governance for regulated industries. He 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. Reasons for Nomination 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. |

  10. BOARD COMPOSITION

    | 12 2025 Proxy Statement | Adtalem Global Education Inc. |

  11. BOARD COMPOSITION

    | Age: 66 Director since: 2017 Committees: ● Audit and Finance (Chair) ● Compensation Education: ● Bachelor’s degree in Finance from the University of Texas at Austin ● MBA from the Wharton School of the University of Pennsylvania | William W. Burke |  Independent | | | Former President, Austin Highlands Advisors, LLC | | | | Career Highlights Mr. Burke has been a director of Adtalem since January 2017. He served as our Lead Independent Director from July 2019 through November 2022. From November 2015 to June 2024, Mr. Burke 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. Board Service Mr. Burke has served on numerous public and private company boards including serving as a board chairman and a lead independent director. He has served on the board of Tactile Systems Technology, Inc. (NASDAQ: TCMD) since 2015 and currently serves as Chairman of the Board and as a member of its nominating and governance committee. Since 2022, he has served on the board of directors of Ceribell Inc., (NASDAQ: CBLL), a medical technology company. Mr. Burke also currently chairs Ceribell’s audit committee and serves on the nominating and governance committee. In 2024, he joined the board of Nalu Medical, Inc., a privately-held, medical technology company. He previously served on the board of Invuity, Inc. (acquired by Stryker Corp. in 2018), LDR Holding Corporation (acquired by Zimmer Biomet in 2016), and Medical Action Industries (acquired by Owens & Minor in 2014). Reasons for Nomination Mr. Burke has significant experience as a senior executive and as a board member of multiple public companies, including growth-oriented healthcare technology companies. His extensive understanding of culture, financing, and operating strategy enhances the Board’s corporate governance and strategy capabilities. | |

  12. BOARD COMPOSITION

    | Age: 74 Director since: 2018 Committees: ● External Relations (Chair) ● Audit & Finance ● Nominating & Governance Education: ● Bachelor’s degree in Multidisciplinary Social Science from Michigan State University ● Attended The George Washington University and the University of Notre Dame School of Law | Donna J. Hrinak |  Independent | | | Retired Senior Vice President, Corporate Affairs, Royal Caribbean Group | | | | Career Highlights Ms. Hrinak has been a director of Adtalem since October 2018. Ms. Hrinak served as Senior Vice President, Corporate Affairs, Royal Caribbean Group 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. Prior to Boeing, she 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. Reasons for Nomination 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 international operations of its institutions. | |

  13. BOARD COMPOSITION

    | Adtalem Global Education Inc. | 2025 Proxy Statement 13 |

  14. BOARD COMPOSITION

    | Age: 57 Director since: 2018 Committees: ● Academic Quality (Chair) ● Nominating & Governance Education: ● Bachelor’s degree in Mathematics with a concentration in Computer Science from the University of Maryland ● M.S. in Mathematics from Villanova University ● MBA from the University of Baltimore | Georgette Kiser |  Independent | | | Former Managing Director and CIO, The Carlyle Group | | | | Career Highlights Ms. Kiser has been a director of Adtalem since May 2018. Ms. Kiser is an operating 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, responsible for leading the firm’s global technology and solutions organization and 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. Board Service Since 2019, Ms. Kiser has served on the boards of Aflac Incorporated (NYSE: AFL), a leading supplemental insurer, and Jacobs Solutions, Inc. (NYSE: JEC), a leading global professional services company. She serves on the audit and risk committee and compensation committee for Aflac, and the compensation committee and nominating and corporate governance committee for Jacobs. She served on the board of NCR Corporation (NYSE: NCR), an American software, professional services, consulting and tech company from 2019 through 2024. Reasons for Nomination Ms. Kiser’s experience in information technology at the senior leadership level in organizations with an international reach brings expertise to Adtalem which enhances both the Board’s oversight of its business as well as Adtalem’s internal technology matters. | |

  15. BOARD COMPOSITION

    | Age: 49 Director since: 2022 Committees: ● Compensation ● External Relations Education: ● Bachelor of Arts degree from Dartmouth College ● 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 | Liam Krehbiel |  Independent | | | Chief Executive Officer and Founder, Topography Hospitality, LLC | | | | Career Highlights Mr. Krehbiel has been a director of Adtalem since June 2022. In 2021, Mr. Krehbiel founded Topography Hospitality, LLC, and has served as its Chief Executive Officer since then. He is also the co-owner of Ballyfin Demesne, a luxury hotel in Ireland, which opened in 2011. In 2010, Mr. Krehbiel founded A Better Chicago, a nonprofit venture philanthropy fund, and served as its CEO until 2019. A Better Chicago invests in the most promising nonprofits helping children escape poverty. 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. Board Service Mr. Krehbiel is a director of A Better Chicago and One Future Illinois. Reasons for Nomination Mr. Krehbiel’s commitment to improving education for low-income communities closely aligns with Adtalem’s mission of expanding access to education. 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 most effective schools and programs in the Chicago area. This experience adds depth and insight as Adtalem continues to focus on serving its students and employers in the growing healthcare education industry. | |

  16. BOARD COMPOSITION

    | 14 2025 Proxy Statement | Adtalem Global Education Inc. |

  17. BOARD COMPOSITION

    | Age: 51 Director since: 2016 Lead Independent Director since November 2024 Committees: ● Compensation (Chair) ● Academic Quality Education: ● Bachelor’s degree in Finance from Babson College | Michael W. Malafronte |  Independent | | | Lead Independent Director, Adtalem Global Education Inc. Senior Advisor, Derby Copeland Capital Former Managing Partner, International Value Advisers and President of IVA Funds | | | | Career Highlights Mr. Malafronte has been a director of Adtalem since June 2016 and was appointed our Lead Independent Director upon Mr. Beard’s election as Chairman in November 2024. 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 finance 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 & 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. 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, he was also responsible for hiring and training both operations staff and research analysts. 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). Reasons for Nomination 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. | |

  18. BOARD COMPOSITION

    | Adtalem Global Education Inc. | 2025 Proxy Statement 15 |

  19. BOARD COMPOSITION

    | Age: 73 Director since: 2020 Committees: ● Nominating & Governance (Chair) ● Compensation Education: ● Bachelor’s degree in Nursing from Northern Illinois University ● M.S. degree in Nursing from Loyola University of Chicago | Sharon L. O’Keefe |  Independent | | | Retired President, University of Chicago Medical Center | | | | 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 Baldrige National Quality Award. Board Service Since March 2022, Ms. O’Keefe has served on the board of directors of Conva Tec Group PLC, a global 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., a provider of communication and clinical workforce solutions, where she was a member of the compensation committee. Ms. O’Keefe previously served on the board of Aviv Reit Inc. from 2013 to 2015. Reasons for Nomination 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. | |

  20. BOARD COMPOSITION

    | Age: 66 Director since: 2020 Committees: ● Audit and Finance ● External Relations Education: ● Bachelor’s degree in Business Administration and Finance from Old Dominion University ● M.S. in Economics from Trinity College, Dublin ● J.D. from Villanova University | Kenneth J. Phelan |  Independent | | | Senior Advisor, Oliver Wyman Inc. | | | | 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 U.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. 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 the Chair of Huntington’s risk committee and serves on its human resources and compensation committee. Reasons for Nomination Mr. Phelan possesses broad risk oversight expertise and risk management experience. His knowledge and experience strengthen the Board’s governance and risk oversight. | |

  21. BOARD COMPOSITION

    | 16 2025 Proxy Statement | Adtalem Global Education Inc. |

  22. BOARD COMPOSITION

    | Age: 69 Director since: 2024 Committees: ● Academic Quality Education: ● Bachelor of Science degree in Computer Science ● Master of Business Administration degree from Western University ● PhD in Management Information Systems from the Ivey Business School at Western University | Betty Vandenbosch |  Independent | | | Former Senior Advisor, Coursera, Inc. | | | | Career Highlights Dr. Vandenbosch has been a director of Adtalem since January 2024. She served as the Senior Advisor to the Chief Executive Officer of Coursera, Inc., an online university course provider and facilitator, from 2022 to 2023. Dr. Vandenbosch joined Coursera in 2020 and served as a Senior Vice President and Chief Content Officer from 2020 to 2022. Prior to Coursera, Dr. Vandenbosch was the Chancellor of Purdue University Global from 2018 to 2020, where she oversaw academics for nearly 30,000 students, most of whom earned their degrees online. From 2008 to 2018, Dr. Vandenbosch held several roles of increasing responsibility at Kaplan University, including Provost from 2013-2014, and President from 2015 through 2018. From 1993 through 2008, Dr. Vandenbosch served in a variety of roles at Case Western University, including Associate Dean of Executive Education Programs and Associate Dean of External Relations. Reasons for Nomination Dr. Vandenbosch brings nearly thirty years of corporate and academic leadership, research and teaching experience to the Board. She is a leading expert on bringing successful degree and nondegree programs to market with a strong perspective on marketing data and analytics to drive growth, student success, and positive completion outcomes. | |

  23. BOARD COMPOSITION

    | Adtalem Global Education Inc. | 2025 Proxy Statement 17 |

  24. BOARD COMPOSITION

    | Age: 56 Director since: 2008 Committees: ● External Relations Education: ● Bachelor’s degree from Vassar College ● Law degree from Stanford Law School ● MBA in Finance and Entrepreneurial Management from the Wharton School of Business at the University of Pennsylvania | Lisa W. Wardell | | | Former Chairman of the Board, Adtalem Global Education | | | Career Highlights Ms. Wardell has been a director of Adtalem since November 2008. She is 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 three-year run as Adtalem’s president and CEO (2016-2019) she transitioned to CEO and Chairman (2019-2021) and Executive Chairman (2021-2022). Through her commitment to high performance and positive social impact, Ms. Wardell’s leadership has resulted in superior outcomes for Adtalem’s students and significant value creation for shareholders and positioned the company for long-term growth. 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 executive vice president and chief operating officer for The RLJ Companies. During her tenure at RLJ, Ms. Wardell managed acquisitions and executed the formation of RML Automotive, a dealership network spanning seven states with over $1.5 billion in annual revenues. She also worked extensively in the media, 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 board of the NBAPA, Inc., the for-profit portion of the NBA Players Association, from 2018 to 2021. Prior to joining The RLJ Companies, Ms. Wardell was a principal at Katalyst Venture Partners, a private equity firm that invested in start-up technology companies, and a senior consultant at Accenture in the organization’s communication and technology practice. Ms. Wardell has been featured on CNBC and Cheddar as well as in The Wall Street Journal, Washington Post, Business Insider, Black Enterprise, and other publications. Board Service Ms. Wardell has served on the board of American Express Company (NYSE:AXP) since 2021, where she is a member of the audit and compliance and risk committees. She served on the board of Lowe’s Companies, Inc. (NYSE:LOW) from March 2018 to March 2021 and GIII Apparel Group, Ltd. (NASDAQ:GIII) from March 2022 to June 2023. She is a member of The Business Council, and Co-Chair of the Alvin Ailey DC Foundation., Ms. Wardell also is a member of the board of the Economic Club of Chicago, the Executive Leadership Council, and the Fortune CEO Initiative. Reasons for Nomination Ms. Wardell’s prior roles as CEO and Executive Chairman give her deep knowledge of Adtalem’s academic and business operations and strategy and enhances the Board’s operations. Additionally, her experience as a senior business executive in private equity, operations, and strategy and financial analysis, including mergers and acquisitions, gives her important perspectives on the issues that come before the Board, including business, strategic, financial, and regulatory matters. |

  25. BOARD COMPOSITION

    | 18 2025 Proxy Statement | Adtalem Global Education Inc. |

  26. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The competitiveness of the director compensation program is reviewed annually by the Compensation Committee with the assistance and input of Aon (“Aon”) and previously, Meridian Compensation Partners, the Compensation Committee’s independent compensation consultants. No changes were made to the director compensation program in FY25 or FY24. Each non-employee director annually receives RSUs with an approximate value of $140,000. The RSUs are granted immediately following the Annual Meeting of Shareholders. Each RSU represents the right to receive one share of Common Stock following the satisfaction of the vesting period, which is the one-year anniversary of the grant date. In addition to the RSUs, in FY25, non-employee directors received an annual retainer of $85,000, paid quarterly. The Chair of the Audit and Finance Committee received an additional annual retainer of $25,000, the Chair of the Compensation Committee received an additional annual retainer of $17,500, and the chairs of each of the other committees received an additional annual retainer of $12,500 for their roles as committee chairs. During FY25, Mr. Beard, our Executive Chairman of the Board and CEO, did not receive any additional compensation for his service as Chairman of the Board. Mr. Malafronte received an additional annual retainer of $35,000 (prorated for the year) for his service as Lead Independent Director. Mr. Malafronte donated $68,750 of his Board fees in FY25 to the Empower Scholarship Fund. Directors were reimbursed for any reasonable and appropriate expenditures attendant to Board membership. Under the Adtalem Nonqualified Deferred Compensation Plan, a director may 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 FY25.

  27. DIRECTOR COMPENSATION

    | Annual Non-Employee Director Compensation | Additional Cash Compensation for Committee Chairmanship | Amount ($) | | | Chairman of the Board (when independent) | 120,000 | | | Lead Independent Director of the Board | 35,000 | | | Committee Chair: | | | | Audit and Finance | 25,000 | | | Compensation | 17,500 | | | Academic Quality | 12,500 | | | External Relations | 12,500 | | | Nominating & Governance | 12,500 |

  28. DIRECTOR COMPENSATION

    | Adtalem Global Education Inc. | 2025 Proxy Statement 29 |

  29. DIRECTOR COMPENSATION

    This table discloses all non-employee director compensation provided in FY25 to the directors of Adtalem for their service as directors.

  30. DIRECTOR COMPENSATION

    | | Fees Earned or | Stock | | | | Paid in Cash | Awards | Total | | Name | ($) | ($)(1) | ($) | | William W. Burke | 110,000 | 140,166 | 250,166 | | Mayur Gupta(2) | 21,250 | — | 21,250 | | Donna J. Hrinak | 97,500 | 140,166 | 237,666 | | Georgette Kiser | 97,500 | 140,166 | 237,666 | | William Krehbiel | 85,000 | 140,166 | 225,166 | | Michael W. Malafronte | 111,250 | 140,166 | 251,416 | | Sharon L. O'Keefe | 97,500 | 140,166 | 237,666 | | Kenneth J. Phelan | 85,000 | 140,166 | 225,166 | | Betty Vandenbosch | 85,000 | 140,166 | 225,166 | | Lisa W. Wardell(3) | 133,000 | 140,166 | 273,166 |

  31. DIRECTOR COMPENSATION

    | (1) The amounts reported in the Stock Awards column represent the grant date fair value of 1,560 RSUs granted on November 13, 2024 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 15: Stock-Based Compensation to our audited financial statements in Adtalem’s Annual Report on Form 10-K for the year ended June 30, 2025. The number of RSUs granted to each of the directors named above was determined by dividing $140,000 by $89.85, which represents the fair market value of a share of Common Stock on the November 13, 2024 award date and rounding to the nearest 10 shares. |

  32. DIRECTOR COMPENSATION

    | (2) Mr. Gupta served as a member of the Board until November 13, 2024 but did not stand for re-election at the 2024 Annual Meeting of Shareholders. |

  33. DIRECTOR COMPENSATION

    | (3) Ms. Wardell’s fees include $24,000 for her service on the Chamberlain University Board of Trustees and $24,000 for her service on the Walden University Board of Managers. |

  34. DIRECTOR COMPENSATION

    | 30 2025 Proxy Statement | Adtalem Global Education Inc. |

  35. EXECUTIVE SUMMARY

    | 87%⭡ Share price | Exceeded that of our peer group Total Shareholder Return |

  36. EXECUTIVE SUMMARY

    | ● | The majority of our NEOs’ total target compensation is performance-based, ensuring the executive rewards are directly tied to the company‘s success. Performance Share Unit (”PSU”) awards comprise 60% of our NEOs’ regular annual long-term incentive equity awards in FY25. |

  37. EXECUTIVE SUMMARY

    | ● | To reinforce our commitment to pay-for-performance, we expect compensation arrangements for our executive officers to be even more heavily tied to performance in FY26; the Board intends the FY26 regular annual equity award for the CEO to be comprised 100% of PSUs and regular annual equity awards for other NEOs to be comprised of 70% PSUs. |

  38. EXECUTIVE SUMMARY

    | ● | Aggressive revenue and EPS goals were set for the FY25 Management Incentive Plan (”MIP”). The plan’s revenue target was $1,730 million, which required a strong growth rate of 9.1% versus actual FY24 revenue of $1,585 million. The adjusted EPS target, $6.04, required a growth rate of 20.6% from the prior year’s actual achievement of $5.01. |

  39. EXECUTIVE SUMMARY

    | ● | Targets for the FY24-FY25 Growth with Purpose (”GwP”) PSUs were intended to incentivize management to deliver industry-leading financial results, exceeding that which would be generated by the FY23-FY25 PSU targets alone. |

  40. EXECUTIVE SUMMARY

    | o | FY25 revenue of $1,662 million was required to realize target payout on the GwP awards — a 3.8% average growth rate for the two-year period. FY25 revenue of $1,712 million — an 8.6% average revenue growth rate for the period — was required to realize maximum payout. In comparison, our FY23-25 PSUs required a three-year average revenue growth rate of 2.33% to pay out at target, and a 2.57% average growth rate for maximum payout. |

  41. EXECUTIVE SUMMARY

    | ● | Target bonus opportunities remained unchanged for four NEOs, including the CEO. A moderate increase was approved for Mr. Betz in conjunction with his expanded responsibilities. |

  42. EXECUTIVE SUMMARY

    | ● | Based on the company’s financial performance and individual executive accomplishments against goals, the FY25 MIP was earned at 93% to 172% of target for our NEOs. These results reflected our extraordinary academic, operational, and financial accomplishments in FY25, summarized below. |

  43. EXECUTIVE SUMMARY

    | ● | FY25 equity grants consisted of 40% Restricted Stock Units (”RSUs“) vesting annually over three years, and 60% PSUs, vesting after three years. The PSU financial performance measures remained consistent with those utilized for PSUs awarded for FY24: revenue growth and adjusted EBITDA margin. The award opportunities reflected the Compensation Committee’s high expectations for future performance and shareholder value creation, as well as a desire to promote long-term retention of key executives critical to our operations. |

  44. EXECUTIVE SUMMARY

    | ● | The FY23-FY25 Revenue PSUs were achieved at 200% of target, reflecting results that were significantly over the maximum established for the award. The FY23-FY25 EBITDA margin PSUs were achieved at 86% of target, reflecting EBITDA margin achievement slightly below target. |

  45. EXECUTIVE SUMMARY

    | ● | Payouts on the GwP supplemental PSU awards were indicative of the superior performance and shareholder results achieved in connection with the GwP strategy. Achievement on the GwP revenue metrics exceeded the plan maximum by $76 million, which resulted in a payout of 200% of the target number of Revenue PSUs granted. Achievement on the adjusted EBITDA margin metric exceeded target by 100 bps, which resulted in a payout of 171% of the target number of Adjusted EBITDA margin PSUs granted. |

  46. FINANCIAL RESULTS COMPARED TO PEERS

    FINANCIAL RESULTS COMPARED TO PEERS Adtalem's strategic transformation and operational excellence – a testament to the purposeful design of our compensation programs - have generated exceptional shareholder returns that significantly lead the broader market and its peer group. A $100 investment in Adtalem's equity on June 30, 2020, has delivered extraordinary returns, generating a remarkable five-year cumulative total return of +308% for an ending value of $408 on June 30, 2025. This exceptional performance represents a testament to the power of strategic execution and operational excellence in driving shareholder value creation. Adtalem's share price appreciation has dramatically eclipsed all key benchmarks, delivering returns that are more than two times greater than the S&P 500's +116%, more than five times the Russell 2000's +61%, and significantly outpacing the average peer performance of 113%. This superior cumulative total return performance reflects our ability to successfully execute our comprehensive business transformation while consistently delivering on our GwP strategy. The magnitude of this outperformance demonstrates how our focus on operational excellence, student outcomes and strategic positioning has translated into exceptional value creation for shareholders, validating our long-term approach to building a market-leading healthcare education enterprise.

  47. PAY-FOR-PERFORMANCE FOCUS

    | ● | Our regular long-term incentive program consists of equity-based awards that derive their value based on the performance of our stock price. Beginning with FY23, the Compensation Committee determined that it would no longer grant stock options. The elimination of stock options was 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, the number of which earned is based on achievement of three-year financial performance goals. For the PSUs granted in FY25, the Committee approved the continued use of revenue growth and adjusted EBITDA margin as the financial performance measures which best align the long-term incentive program with Adtalem’s current 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 200% of the target number of PSUs. |

  48. EXECUTIVE COMPENSATION GOVERNANCE AND PRACTICES

    | WHAT WE DO | WHAT WE DON’T DO | | ✓ Pay for financial 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 ✓ 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 competitive pay levels | ✘ 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, without shareholder approval ✘ 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 |

  49. 2025 COMPENSATION SNAPSHOT

    | | | Objective | Time Horizon | Performance Measures | Additional Explanation | | Salary (cash) | Base Salary | Reflect experience, market competition and scope of responsibilities | Reviewed Annually | ● Assessment of performance in prior year | ● Represents 6% and 33% (on average) of target Total Direct Compensation for Mr. Beard and other NEOs, respectively | | Annual Incentive (cash) | Management Incentive Plan (MIP) | Reward achievement of short-term operational business priorities | 1 year | ● Revenue* ● Adjusted earnings per share* ● Individual performance modifier | ● Represents 8% and 25% (on average) of target Total Direct Compensation for Mr. Beard and other NEOs, respectively | | Long-Term Incentive (equity) | RSUs | Align interests of management and shareholders, and retain key talent | 3-year ratable vest | ● Stock price growth | ● Represents 40% of NEO regular annual LTI granted in FY25** | | | Revenue Growth PSUs | Reward achievement of multi-year financial goals, align interests of management and shareholders, and retain key talent | 3-year cliff vest | ● Revenue Growth | ● Represents 30% of NEO regular annual LTI granted in FY25** | | | Adjusted EBITDA Margin PSUs | | | ● EBITDA Margin | ● Represents 30% of NEO regular annual LTI granted in FY25** |

  50. 2025 COMPENSATION SNAPSHOT

    | * The MIP payout for executive leadership of the institutions is based on revenue and adjusted operating income at such executive’s institution(s). |

  51. 2025 COMPENSATION SNAPSHOT

    | ** The total regular annual long-term incentive award consisting of both RSUs and PSUs represents 86% of target Total Direct Compensation for Mr. Beard and 41% of target Total Direct Compensation for other NEOs (on average), respectively. |

  52. PRINCIPLES OF EXECUTIVE COMPENSATION

    | 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 (segment 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 regulations | | Alignment | ● Promote commonality of interest with all stakeholders, including students, employees, employers, shareholders, and taxpayers ● Reflect and reinforce Adtalem’s values and culture ● Promote commonality of interests across segments, functions and throughout the matrixed chain of command ● Provide a balance between short- and long-term performance ● Reward exceptional results with exceptional compensation | | 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 a 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 ● Establish systematic goals that are objective and clear, with appropriate level of discretion |

  53. Role of the Compensation Consultant

    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. The Compensation Committee engaged Meridian as its independent executive compensation consultant for most of FY25, from July 2024 through February 2025. Meridian reviewed Adtalem’s executive compensation structure and incentive plan designs, assessed the competitiveness of the executive compensation program and provided guidance on how the program could best align the interests of executive officers with those of shareholders. Meridian’s primary areas of assistance were:

  54. Role of the Compensation Consultant

    | ● | Gathering information related to current trends and practices in executive compensation, including peer group and broader market survey data; |

  55. Role of the Compensation Consultant

    | ● | Reviewing, analyzing, and providing recommendations for Adtalem’s list of peer group companies; |

  56. Role of the Compensation Consultant

    | ● | Benchmarking competitive pay levels for NEOs and other executives; |

  57. Role of the Compensation Consultant

    | ● | Advising on short-term and long-term incentive plan designs; |

  58. Role of the Compensation Consultant

    | ● | Reviewing information and recommendations developed by management for the Compensation Committee and providing input on such information and recommendations to the Compensation Committee; and |

  59. Role of the Compensation Consultant

    | ● | 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. |

  60. Role of the Compensation Consultant

    Beginning in March 2025, and through the end of FY25, the Compensation Committee retained Aon’s Human Capital Solutions Practice, a division of Aon plc (“Aon”), as its independent executive compensation consultant. Following its appointment, Aon’s primary areas of assistance were:

  61. Role of the Compensation Consultant

    | ● | Reviewing with management and the Compensation Committee the materials to be used in Adtalem’s Proxy Statement; |

  62. Role of the Compensation Consultant

    | ● | Providing advice and information on other executive matters, prevailing market practices, and regulatory requirements; and |

  63. Role of the Compensation Consultant

    | ● | Attending and participating in Compensation Committee meetings and non-employee director executive sessions, as well as briefings with the Compensation Committee chair and management prior to meetings. |

  64. Role of the Compensation Consultant

    The Compensation Committee has the sole authority to approve the independent compensation consultant’s fees and terms of engagement. Thus, the Compensation Committee annually reviews its relationship with, and assesses the independence of, its 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 Meridian and Aon 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.

  65. Role of the Compensation Consultant

    | Adtalem Global Education Inc. | 2025 Proxy Statement 47 |

  66. Peer Group Determination and Benchmarking

    Peer Group Determination and Benchmarking 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 organizations, Adtalem’s peer group also includes a broader group of organizations to provide more comprehensive compensation data covering industries where Adtalem competes for executive talent.

  67. Peer Group Determination and Benchmarking

    | LONG-TERM SERVICE PROVIDERS | RELEVANT TO OUR INDUSTRY | COMPARABLE REVENUE | | 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 includes healthcare services companies. | Revenue of most of the peer group organizations is generally between one-half and two times Adtalem’s revenue. |

  68. Peer Group Determination and Benchmarking

    The following peer group was used to inform compensation decisions for FY25:

  69. Peer Group Determination and Benchmarking

    | 2U Inc. | Chemed | Perdoceo Education | | Amedisys | Cross Country Healthcare | Pediatric Medical Group | | American Public Education | Ensign Group | Strategic Education | | AMN Healthcare | Graham Holdings Company | Stride | | Bright Horizons Family Solutions LLC | John Wiley & Sons | Universal Technical Institute | | Brookdale Senior Living Inc. | Laureate Education | Udemy | | Chegg | MEDNAX, Inc. | |

  70. Peer Group Determination and Benchmarking

    Section 4: Our Compensation Program and FY25 Results

  71. Key FY25 Compensation Decisions

    | FY25 BASE SALARY RESULTS | | Adtalem is committed to offering market competitive compensation to our key executives, including competitive base salaries. In FY25, the Board and/or the Compensation Committee maintained current base salary levels for Mr. Beard and all other NEOs, except for Mr. Phelan and Mr. Betz. In 2024, the Board, based on the Compensation Committee’s recommendation in consultation with Meridian, increased Mr. Phelan’s base salary from $499,392 to $550,000. In February 2025, the Compensation Committee increased Mr. Betz’s base salary from $550,800 to $650,000. The base salary of Mr. Phelan was increased by 10% to better align his salary with market competitive pay for other CFOs within our peer group, and the base salary of Mr. Betz was increased by 18% in connection with his expanded responsibilities as Chief Digital Officer, in addition to his role as President of Walden University. |

  72. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation

  73. 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, and in the case of Mr. Beard, by the independent members of the Board, 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 FY25, the MIP target award opportunity for Mr. Beard was 125% of base salary and a target award opportunity ranging from 70% to 80% of base salary for the other NEOs. The target award opportunity for Mr. Betz was increased from 75% of base salary in FY24 to 80% of base salary in FY25 in connection with his dual role as President of Walden University and Chief Digital Officer. For FY25, the financial performance measures for the MIP and the weightings of such measures were Adtalem revenue (45%) and adjusted earnings per share (55%) for Mr. Beard, Mr. Phelan, and Mr. Beck, and institution revenue (60%) and institution adjusted operating income (40%) for Mr. Betz and Mr. Liles. The financial performance measures were unchanged from FY24. In addition, there was no change to the structure and application of the individual performance component of the MIP. 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 weightings of the financial performance measures and the application of an individual performance modifier are intended to place 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 FY25 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. |

  74. Annual Cash Incentive Compensation

    | Adtalem Global Education Inc. | 2025 Proxy Statement 49 |

  75. Annual Cash Incentive Compensation

    | Actual MIP awards can be higher or lower than the target opportunity based on the results of 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 members of the Board 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 by applying an individual performance modifier of between 0% and 125%, which could 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 250% of target aims to reward exceptional performance compared to expectations, over-delivery of strategic initiatives, and/or achievement of critical 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 FY25 were determined and paid in the early part of FY26, after the results for the fiscal year ended June 30, 2025, were confirmed. MIP financial performance measures and goals are typically set by the Compensation Committee in the first quarter of the year in which the performance is measured. | MIP Performance Measures The Compensation Committee determined that Adtalem revenue and adjusted earnings per share, along with institution revenue and adjusted operating income, 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. |

  76. Annual Cash Incentive Compensation

    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 its 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. The percentages assigned to the financial performance measures for each NEO for FY25 are as follows:

  77. Annual Cash Incentive Compensation

    | | | Adtalem | | Institution | | | Adtalem | Adj. Earnings | Institution | Adj. Operating | | Name | Revenue | Per Share | Revenue | Income (1) | | Stephen W. Beard | 45% | 55% | | | | Robert J. Phelan | 45% | 55% | | | | Douglas G. Beck | 45% | 55% | | | | Michael Betz | | | 60% | 40% | | Scott Liles | | | 60% | 40% |

  78. Annual Cash Incentive Compensation

    | (1) The revenue and adjusted operating income for Mr. Betz was based on Walden University and the revenue and adjusted operating income for Mr. Liles was based on the Medical/Veterinary segment. |

  79. Annual Cash Incentive Compensation

    | 50 2025 Proxy Statement | Adtalem Global Education Inc. |

  80. Annual Cash Incentive Compensation

    2025 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 FY25, these plans translated to financial performance goals of $1,730 million of revenue and $6.04 of adjusted earnings per share.

  81. Annual Cash Incentive Compensation

    | | Plan | | | | Metric | Threshold | Target | Maximum | | Adtalem Revenue | $1,585 | $1,730 | $2,076 | | Adtalem Adjusted EPS | $5.01 | $6.04 | $8.46 |

  82. Annual Cash Incentive Compensation

    The FY25 revenue target under the MIP was $1,730 million, 9.2% higher than FY24 actual results of $1,585 million. This target reflected expected growth from all three reportable segments. The FY25 adjusted earnings per share target goal under the MIP was $6.04, 20.6% higher than FY24 actual results of $5.01. The Compensation Committee considers the company’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. Revenue and EPS maximums under the FY25 MIP plan were set more aggressively than in FY24 to reflect our enhanced performance expectations at both the enterprise and institution levels. 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 higher 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. A summary of the primary FY25 individual performance goals and objectives established for each of our NEOs follows:

  83. Annual Cash Incentive Compensation

    | Stephen W. Beard (Chairman and Chief Executive Officer) | ● Achieve FY25 operating metrics, including revenue increase YoY ● Sustain company-wide enrollment growth ● Enhance shareholder value and market valuation ● Expand workforce pipelines | | Robert J. Phelan (Senior Vice President, Chief Financial Officer) | ● Deliver financial growth ● Improve profitability and enhance cash flow ● Optimize capital allocation through successful execution of share repurchase programs ● Strengthen liquidity by upsizing and extending credit facility | | Douglas G. Beck (Senior Vice President, General Counsel, Corporate Secretary and Institutional Support Services) | ● Strengthen relationships with Adtalem’s institutional accreditors ● Enhance relationship with Department of Education ● Reduce regulatory risk ● Improve ISS performance while reducing operating expenses ● Enhance student support | | Michael Betz (President, Walden University and Chief Digital Officer) | ● Achieve Walden University financial results ● Increase Walden’s enrollment and improve persistence and graduation rates ● Drive academic innovation through the launch of new programs ● Advance digital transformation and build technology leadership | | Scott Liles (President, Medical and Veterinary) | ● Achieve YoY enrollment growth in Med/Vet ● Improve student outcomes in USMLE and NAVLE pass rates ● Implement team reorganization and accelerate growth | | | ● |

  84. Annual Cash Incentive Compensation

    | Adtalem Global Education Inc. | 2025 Proxy Statement 51 |

  85. Annual Cash Incentive Compensation

    FY25 MIP Decisions Based on an evaluation of organizational performance relative to MIP measures set at the beginning of FY25, the final MIP awards for Mr. Beard, Mr. Phelan and Mr. Beck were based on the following financial results, as adjusted for special items described in Appendix A:

  86. Annual Cash Incentive Compensation

    | ● | Adtalem achieved 103.4% performance relative to Plan which resulted in a payout of 116.9 % for the FY25 revenue component; and |

  87. Annual Cash Incentive Compensation

    | ● | Adtalem achieved 110.4% performance relative to Plan which resulted in a payout of 126.1% for the FY25 adjusted earnings per share component. |

  88. Annual Cash Incentive Compensation

    | ● | These results not only exceeded our targets established for the MIP, they also doubled the expectations set by our June 2023 investor day targets. |

  89. Annual Cash Incentive Compensation

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

  90. Annual Cash Incentive Compensation

    Based on an evaluation of institutional performance relative to MIP measures set at the beginning of FY25, the final MIP awards for Mr. Betz and Mr. Liles were based on the following financial results for Walden and Med/Vet, respectively.

  91. Annual Cash Incentive Compensation

    | ● | Walden achieved 107.5% performance relative to Plan which resulted in a payout of 137.3% for the FY25 revenue component; and |

  92. Annual Cash Incentive Compensation

    | ● | Walden achieved 115.5% performance relative to Plan which resulted in a payout of 138.9% for the FY25 adjusted operating income component. |

  93. Annual Cash Incentive Compensation

    | ● | Med/Vet achieved 99.9% performance relative to Plan which resulted in a payout of 98.8 % for the FY25 revenue component; and |

  94. Annual Cash Incentive Compensation

    | ● | Med/Vet achieved 95.4% performance relative to Plan which resulted in a payout of 63.9% for the FY25 adjusted operating income component. |

  95. Annual Cash Incentive Compensation

    | 52 2025 Proxy Statement | Adtalem Global Education Inc. |

  96. Annual Cash Incentive Compensation

    The table below shows the threshold, target, and maximum goals for revenue and adjusted earnings per share under the FY25 MIP, the performance achieved, and the resulting payout. Because we believe that the Walden and Med/Vet revenue and operating income targets utilized for the MIP are competitively sensitive and that their disclosure would result in competitive harm, they are not disclosed. The Compensation Committee considered the ability to meet or exceed these segment-level targets to be at least as challenging as the performance targets for the Company as a whole.

  97. Annual Cash Incentive Compensation

    | | Target Award | | | | Actual Results | Performance | Payout as | | | Opportunity | Plan | | | (excluding | Relative | % of | | Metric | (Weighting) | Threshold | Target | Maximum | special items)(1) | to Plan | Target | | Adtalem Revenue | 45% | $1,585 | $1,730 | $2,076 | $1,788 | 103.4% | 116.9% | | Adtalem Adjusted EPS | 55% | $5.01 | $6.04 | $8.46 | $6.67 | 110.4% | 126.1% | | Organization Performance | 100% | | | | | 107.7% | 122.0% |

  98. Annual Cash Incentive Compensation

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

  99. Annual Cash Incentive Compensation

    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 which were 125% for Mr. Beard, 95% for Mr. Phelan, 100% for Mr. Beck, 125% for Mr. Betz, and 110% for Mr. Liles. 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 the individual performance modifiers were appropriate based on the individual performance and contributions of each of the NEOs in FY25 as described below. Based on all of these applicable factors, the Compensation Committee approved the following MIP awards to the NEOs :

  100. Annual Cash Incentive Compensation

    | | Annual | | | | | | Target as a | | | | | | Percentage of | Target Award | Actual | Percent of | | Name | Base Salary | Opportunity | Award | Target Earned | | Stephen W. Beard | 125% | $1,250,000 | $1,905,625 | 152% | | Robert J. Phelan | 80% | $433,012 | $501,696 | 116% | | Douglas G. Beck | 70% | $375,064 | $457,428 | 122% | | Michael Betz | 80% | $520,000 | $896,610 | 172% | | Scott Liles | 75% | $403,125 | $376,212 | 93% |

  101. Annual Cash Incentive Compensation

    Set forth below, as an example of the MIP calculation for NEOs, is a summary of the calculation of the FY25 award for Mr. Beard:

  102. Annual Cash Incentive Compensation

    | | | | | | Payout | | | | | | | | | as a % of | | | | | | | | | Target Award | | | | | | | | | Opportunity | | | | | | | 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 Revenue | 45% | $1,730 | $1,788 | 103.4% | 116.9% | $562,500 | $657,563 | | Adtalem Adjusted EPS | 55% | $6.04 | $6.67 | 110.4% | 126.1% | $687,500 | $866,938 | | Organizational Performance | 100% | | | | 122.0% | $1,250,000 | $1,524,500 | | Individual Performance Modifier | | | | | 1.25x | $— | $381,125 | | Total | | | | | 213.0% | $1,250,000 | $1,905,625 |

  103. Annual Cash Incentive Compensation

    In reviewing Mr. Beard's performance, the independent members of the Board conducted a comprehensive evaluation against each of his individual goals and industry peers and norms. The Board determined that the application of a 125% individual performance modifier was not only warranted, but essential given the exceptional financial, operational and strategic results achieved during FY25. This modifier reflects Mr. Beard's leadership in delivering performance that significantly exceeded the Board's ambitious targets, while simultaneously leading industry benchmarks and peer comparisons across all key metrics. The Board's assessment recognized that Mr. Beard's execution of the GwP strategy represented a transformational achievement that marked a critical inflection point in Adtalem's growth trajectory. His leadership drove results that validated the compound benefits of years of strategic foundation-laying while positioning the company as a systemically important partner to the U.S. healthcare system. The exceptional nature of these accomplishments, detailed below, demonstrates the caliber of leadership that distinguishes Adtalem in the marketplace and creates sustained value for all stakeholders.

  104. Annual Cash Incentive Compensation

    | Adtalem Global Education Inc. | 2025 Proxy Statement 53 |

  105. Annual Cash Incentive Compensation

    | Stephen W. Beard ● Successfully executed on the second year of our Growth with Purpose strategy, beating analyst consensus every quarter of FY25 while raising guidance each quarter ● Achieved Company-wide enrollment growth of 10.7% YoY ● Delivered total shareholder return of 86.5%, outperforming key peers ● Led company to all-time high stock price of $140.12 (May 2025) ● Announced SSM Health partnership establishing Aspiring Nurses Program to create over 400-nurse annual pipeline ● Secured Sallie Mae Letter Of Intent for alternative student financing pathways addressing One Big Beautiful Bill Act regulatory changes ● Positioned Walden and Chamberlain as “Opportunity Colleges and Universities” in 2025 Carnegie Classification |

  106. Annual Cash Incentive Compensation

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

  107. Annual Cash Incentive Compensation

    | Robert J. Phelan ● Delivered revenue of $1,788M (+12.9% YoY) and Adjusted EPS of $6.67 (+33% YoY) ● Achieved Adjusted EBITDA of $460M (+21.8% YoY) with margin expansion of 190 basis points ● Generated free cash flow of $283M, increasing $44M over prior year ● Completed execution of $300M share repurchase program on average price of $91.21 in FY25 ● Secured oversubscribed credit facility commitment on $500M request ● Reduced debt servicing costs by 75 basis points through term loan repricing | | Douglas G. Beck Legal/Regulatory Affairs: ● Strengthened our relationships with Adtalem institution accreditors ● Achieved Department of Education letter of credit reductions for Adtalem institutions ● Established productive relationships with new Department of Education administration leadership ISS Operations ● Reduced ISS operating expenses while improving service level agreement (SLAs) compliance YoY and reducing wait times across key SLAs ● Administered $2 billion in Title IV funds with 75% reduction in audit findings ● Reduced financial advising call wait times through strategic management of the function | | Michael Betz Walden: ● Achieved second consecutive year of double-digit revenue growth with expanding operating margins ● Increased student NPS scores from 42 to 48 ● Improved persistence and graduation rates across all degree levels despite enrollment growth ● Launched 7+ program innovations sustaining double-digit enrollment expansion Digital ● Completed key platform upgrades for Chamberlain and Med/Vet ● Recruited three new VPS for software development, data/reporting, and AI ● Established enterprise AI governance framework enabling rapid deployment across business units ● Scaled key programs as shared capabilities across Adtalem | | Scott Liles ● Achieved first YoY enrollment growth in Med/Vet in approximately 6 years ● Improved USMLE, Step 1 pass rates ● Delivered highest NAVLE pass rate in 5 years ● Secured #1 ranking in total veterinary residency placement nationally ● Restructured leadership team to drive sustainable performance improvement |

  108. Annual Cash Incentive Compensation

    | 54 2025 Proxy Statement | Adtalem Global Education Inc. |

  109. Annual Cash Incentive Compensation

    | ANNUAL INCENTIVE RESULTS | | For Mr. Beard, Mr. Phelan, and Mr. Beck, the FY25 MIP award was based on financial performance at Adtalem (45% based on Adtalem revenue and 55% based on Adtalem adjusted earnings per share). For Mr. Betz, as the President of Walden University and Chief Digital Officer, the FY25 MIP award was based on financial performance at Walden University (60% based on Walden University revenue and 40% based on Walden University adjusted operating income). For Mr. Liles, as the President, Medical & Veterinary the FY25 MIP award was based on the financial performance at Med/Vet (60% based on Med/Vet revenue and 40% based on Med/Vet adjusted operating income). The resulting MIP award for Mr. Beard and the other NEOs, as determined based on the respective financial performance, was then adjusted for individual performance by an individual performance modifier which can range from 0% to 125%. Awards under the FY25 MIP for financial performance as a percentage of MIP target were earned at 152% of the MIP target for Mr. Beard, 116% for Mr. Phelan, 122% for Mr. Beck, 172% for Mr. Betz, and 93% for Mr. Liles. The MIP awards as determined based on financial performance for Mr. Beard and the other NEOs were then each adjusted by an individual performance modifier to reflect individual performance. The individual performance modifiers were 125% for Mr. Beard, 95% for Mr. Phelan, 100% for Mr. Beck, 125% for Mr. Betz, and 110% for Mr. Liles. |

  110. Annual Cash Incentive Compensation

    | | Stephen W. Beard | Robert J. Phelan | Douglas G. Beck | Michael Betz | Scott Liles(1) | | | ($) | ($) | ($) | ($) | ($) | | 2025 | | | | | | | Target Award | 1,250,000 | 433,012 | 375,064 | 520,000 | 403,125 | | Earned | 1,905,625 | 501,696 | 457,428 | 896,610 | 376,212 | | | 152% | 116% | 122% | 172% | 93% | | Achievement | | | | | | | 2024 | | | | | | | Target Award | 1,250,000 | 399,514 | 375,064 | 413,100 | 132,534 | | Earned | 2,666,563 | 647,719 | 704,093 | 991,440 | 70,276 | | | 213% | 162% | 188% | 240% | 60% | | Achievement | | | | | |

  111. Annual Cash Incentive Compensation

    | (1) Liles had prorated MIP based on 4/1/2024 start date. |

  112. Annual Cash Incentive Compensation

    | Adtalem Global Education Inc. | 2025 Proxy Statement 55 |

  113. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-term incentive compensation at Adtalem consists of different forms of equity-based awards. 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:

  114. Long-Term Incentive Compensation

    | 1 | Align executives’ long-term interests with those of our shareholders; | | 2 | Drive achievement of and reward executives for the delivery of long-term business results; and | | 3 | Promote long-term retention of key executives who are critical to our operations. |

  115. Long-Term Incentive Compensation

    In FY26, we expect an even more significant portion of long-term incentive compensation for our executive officers to be tied to performance. The Board intends that FY26 equity awards for the CEO will be comprised of 100% PSUs, and that FY26 awards for other NEOs will be comprised of 70% PSUs. This will further enhance the connection between pay and long-term performance and will align leaders' interests more closely to those of our shareholders and other key stakeholders. How the Long-Term Incentive Plan Works The Compensation Committee granted equity-based awards to each of the NEOs, including Mr. Beard, in November 2024 in the form of RSUs and PSUs based on both retrospective and prospective considerations and organizational and individual considerations. The grants were made in November 2024 to give the leadership team and the Compensation Committee time to complete 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 considered the same seven criteria described in the “Annual Base Salary Review” section above in determining the amount of these awards. Annual equity awards were delivered through a mix of RSUs and PSUs to provide a reasonable balance to the equity portfolio. All of the NEOs, including Mr. Beard, received an equity-based award with 60% of the long-term incentive opportunity granted as PSUs and 40% of the long-term incentive opportunity granted as RSUs.

  116. Long-Term Incentive Compensation

    | 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. Performance Share Units (PSUs): PSUs are designed to reward strong performance based on two financial performance measures. For FY25, the Compensation Committee again selected revenue growth and adjusted EBITDA margin as the financial performance measures to focus executives on growth and profitability. In FY25, 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 three-year ratable vesting schedule for grants of RSUs and a three-year cliff vesting schedule for PSUs, to encourage longer-term focus and retention. |

  117. Long-Term Incentive Compensation

    | 56 2025 Proxy Statement | Adtalem Global Education Inc. |

  118. FY25 Long-Term Incentive Decisions

    FY25 Long-Term Incentive Decisions For FY25, NEOs received the following stock-based awards:

  119. FY25 Long-Term Incentive Decisions

    | | | Number of | | Number of | 2025 Long-Term | | Name | Value of RSUs | RSUs(1) | Value of PSUs(1) | PSUs | Incentive Grant | | Stephen W. Beard | $5,600,351 | 62,330 | $8,399,178 | 93,480 | $13,999,529 | | Robert J. Phelan | $379,167 | 4,220 | $569,650 | 6,340 | $948,817 | | Douglas G. Beck | $214,742 | 2,390 | $321,664 | 3,580 | $536,406 | | Michael Betz | $275,840 | 3,070 | $413,310 | 4,600 | $689,150 | | Scott Liles | $268,652 | 2,990 | $402,528 | 4,480 | $671,180 |

  120. FY25 Long-Term Incentive Decisions

    (1) Value reflects number of units awarded, multiplied by market price at the time of the grant. Payouts from FY23 PSU Awards PSU awards granted to Mr. Beard, Mr. Phelan, Mr. Beck, and Mr. Betz in November 2022 vested in August 2025. The PSU awards were split evenly between revenue growth and EBITDA margin targets over the three-year performance period. Mr. Liles did not receive similar PSUs in November 2022 because he was not employed at Adtalem at the time. For the November 2022 PSUs, the payout earned for revenue growth was 200.0% of the target number of PSUs granted, reflecting a 3-year actual average revenue growth of 7.16%, and the payout earned for EBITDA margin was 86.0% of the target number of PSUs granted, reflecting a 3-year actual average EBITDA margin of 24.4%. Based on these results, the combined weighted payout for the November 2022 PSUs was 143%. The tables below show the performance measures and targets established for the November 2022 PSUs, the performance achieved, and the resulting payout.

  121. FY25 Long-Term Incentive Decisions

    | | | Performance Goals | | | | | | | | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual Achieved | Payout as % of Target | | Revenue Growth | FY23-25 (3-year average) | | | | 7.16% | 200% | | EBITDA Margin | FY23-25 (3-year average) | | | | 24.4% | 86% |

  122. FY25 Long-Term Incentive Decisions

    Payouts from Special Supplemental Long-Term Incentive Program In connection with GwP, the Compensation Committee provided supplemental compensation opportunities to a select group of Adtalem employees to motivate and reward the successful execution of GwP, a multi-year, operational excellence-focused strategy designed to accelerate Adtalem’s performance and extend its dominant market position. To further this objective — and to strengthen the alignment of management’s and shareholders’ interests and motivate and retain personnel critical to the execution of GwP — the Compensation Committee approved a special supplemental incentive program, the GwP Incentive Program, in early FY24. The program was designed to reward participating employees for achieving specific transformation initiatives and superior financial results that would result in a step change in the organic growth trajectory of the business and value of the company for which there is no recent precedent in Adtalem’s history. The GwP transformation strategy seeks to drive significantly higher enrollment, expand the scale of Adtalem’s educational platform, deliver record levels of profitability and drive substantial long-term value creation for shareholders. For management to earn these supplemental compensation opportunities, Adtalem would need to deliver industry-leading financial results, exceeding those which would be generated by achievement of the FY23 PSU targets alone. We are pleased to have delivered these exceptional results at the end of FY25.

  123. FY25 Long-Term Incentive Decisions

    | Adtalem Global Education Inc. | 2025 Proxy Statement 57 |

  124. FY25 Long-Term Incentive Decisions

    The GwP Incentive Program for our NEOs was based on a two-year performance period covering FY24 and FY25. Each of Adtalem’s current executive officers, including Mr. Beard and the other NEOs, were participants in this program, which provided for a grant of PSUs equal in value to 50% of the executive officer’s FY24 annual long-term incentive award target opportunity as shown in the table below. For any executive officer hired after the initial grant date, such officer received a pro-rated PSU award based on date of hire.

  125. FY25 Long-Term Incentive Decisions

    | NEO | GwP PSU Grant Value | GwP Target # of PSUs(1) | | Stephen W. Beard | $3,499,862 | 81,430 | | Robert J. Phelan | $499,428 | 11,620 | | Douglas G. Beck | $227,794 | 5,300 | | Michael Betz | $275,502 | 6,410 | | Scott Liles | $168,227 | 3,690 |

  126. FY25 Long-Term Incentive Decisions

    | (1) PSUs were granted on August 23, 2023 based on Adtalem share price of $42.98 for Mr. Beard, Mr. Phelan, Mr. Beck, and Mr. Betz. The PSUs were granted to Mr. Liles on April 15, 2024, based on Adtalem share price of $45.59, and prorated based on program entry date. |

  127. FY25 Long-Term Incentive Decisions

    In designing the GwP Incentive Program, the Compensation Committee intended to incentivize management to substantially increase the company’s revenue and adjusted EBITDA above the company’s historical level of performance and above the already-ambitious targets set by the regular PSU program. The Compensation Committee intended that this substantial increase in performance would lead to a commensurate increase in the value of the company. The Compensation Committee elected to grant the awards to executive officers solely in PSUs to drive performance, strengthen alignment with shareholders, support enhanced share ownership and be consistent with the Compensation Committee’s focus on pay-for-performance. To that end, PSUs were earned based on the achievement of two equally weighted measures: revenue and adjusted EBITDA margin. Payouts were based upon actual financial performance as measured following the completion of FY25 and vested on August 23, 2025. All PSUs granted to executive officers were earned for delivery of results that exceeded the target performance criteria for the award. As with the PSUs that are granted annually under Adtalem’s long-term incentive program, the PSUs granted under the GwP Incentive Program provided for no payout if actual financial performance was below threshold and for an increased payout if financial performance was above target (up to 200% of the target number of PSUs granted). Although the financial performance measures for the GwP Incentive Program PSUs are similar to those for the annual PSUs that were granted in FY23, the GwP Incentive Program was designed to be supplemental to the annual PSU program and, accordingly, was based on the achievement of highly challenging performance goals that reflected substantially higher levels of revenue and adjusted EBITDA as of the end of FY25 versus the levels implied by the targets set for the FY23-25 PSUs. For participants to receive a payout of the PSUs granted to them under the GwP Incentive Program, Adtalem’s financial performance for revenue and adjusted EBITDA had to exceed the already-ambitious goals implied by those annual PSUs, which were set prior to implementation of our GwP strategy, and achieve the even higher level of performance implied by the goals under the GwP Incentive Program. For the GwP supplemental awards, the actual revenue achievement exceeded the plan maximum by $74 million, which resulted in a payout of 200% of the target number of Revenue PSUs granted. The actual adjusted EBITDA margin achievement exceeded target by 100 bps, which resulted in a payout of 171% of the target number of Adjusted EBITDA margin PSUs granted. Based on these results, the combined weighted payout for the GwP PSUs was 186%. The tables below show the performance measures and targets established for the GwP PSUs, the performance achieved and the resulting payout.

  128. FY25 Long-Term Incentive Decisions

    | | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Results | Payout as % of Target | | GwP Revenue PSUs | | | | $1,788M | 200% | | GwP Adjusted EBITDA Margin PSUs | | | | 25.7% | 171% | | | | | | Overall weighted payout: | 186% |

  129. FY25 Long-Term Incentive Decisions

    | 58 2025 Proxy Statement | Adtalem Global Education Inc. |

  130. FY25 Long-Term Incentive Decisions

    During the GwP performance period of FY24 and FY25, Adtalem generated over $200 million in incremental revenue and over $28 million in incremental adjusted EBITDA above what it would have generated during that period had management achieved the maximum payout level of the regular FY23-25 PSU’s. Revenue and adjusted EBITDA growth from FY23 to FY25 are even more dramatic: $337 million in incremental revenue and $120 million in incremental adjusted EBITDA. During the GwP performance period, the market capitalization of Adtalem grew from $1.45 billion to $4.65 billion—a more than threefold increase. This exceptional performance translated directly to shareholders: a $100 investment in Adtalem's equity has delivered extraordinary returns, generating a five-year cumulative total return of +297% for an ending value of $397 on June 30, 2025. The GwP Incentive Program incentivized management to achieve this superior level of performance. The GwP Incentive Program was specifically designed to drive superior performance by incentivizing management to lead our successful strategic transformation focused on achieving key operational and financial targets by the end of FY25- the pivotal year within our multi-year business transformation. The Compensation Committee views the GwP Incentive Program as an appropriate structure aligned to support Adtalem’s current strategic objectives and align executive compensation results with the outstanding results achieved for shareholders.

  131. FY25 Long-Term Incentive Decisions

    | Adtalem Global Education Inc. | 2025 Proxy Statement 59 |

  132. FY25 Long-Term Incentive Decisions

    Section 5: Other Compensation Programs and Policies

  133. Employment Agreements

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

  134. Employment Agreements

    | ● | Initial annual base salary, subject to annual increases (no decreases except in the case of an across-the-board reduction affecting all executives equally); |

  135. Employment Agreements

    | ● | Annual cash incentive opportunity under the MIP, targeted at a percentage of base salary; |

  136. Employment Agreements

    | ● | Eligibility to receive annual equity awards under Adtalem’s equity award plans; |

  137. Employment Agreements

    | ● | Reimbursement of expenses consistent with Adtalem’s policy in effect at the time; and |

  138. Employment Agreements

    | ● | Severance benefits that will be provided upon certain terminations of employment, as further described on page 69 under the caption “2025 Potential Payments Upon Termination or Change-in-Control.” |

  139. Employment Agreements

    | Employment Agreements Employment agreements provide NEOs with a defined 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: ● Security and incentives that help retain and attract top executives; ● Greater ability for Adtalem to retain key executives following an extraordinary corporate transaction; and ● Benefits to Adtalem, including non-competition and non-solicitation covenants by NEOs. |

  140. Employment Agreements

    | 60 2025 Proxy Statement | Adtalem Global Education Inc. |

  141. Change-in-Control

    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, 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 “2025 Potential Payments Upon Termination or Change-in-Control” beginning on page 69 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.

  142. OTHER EXECUTIVE COMPENSATION CONSIDERATIONS AND POLICIES

    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. 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 pre-tax value of unvested RSUs. Shares that do not count towards satisfaction of the guidelines include unvested PSUs and stock options. 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 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.

  143. Incentive Compensation Recoupment Policy

    In addition, our Recovery Policy permits recovery of incentive compensation if an officer violates a restrictive covenant or causes reputational damage to the Company. Although this goes beyond what is required by the SEC and NYSE, it further protects the Company and its shareholders. The Board retains sole discretion whether to seek recoupment in these instances. The full text of our Recovery Policy can be found at atge_incentive_compensation_recovery_policy_nov2023.pdf (adtalem.com). It can also be found as Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024. In addition, our equity award agreements authorize the Compensation Committee in its sole discretion to recoup from any officer receiving an equity award the portion of an award that was granted, vested, otherwise settled based on financial results that were restated due to the conduct of the officer that was knowing, intentionally fraudulent or illegal.

  144. Compensation Risk Analysis

    | 1 | Adtalem’s compensation programs are well-designed to encourage behaviors aligned with the long-term interests of shareholders and to align pay with organizational and individual performance. | | 2 | 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. | | 3 | The Compensation Committee has approved policies to mitigate compensation risk, including robust stock ownership guidelines, insider-trading prohibitions, hedging and pledging prohibitions, capped awards and clawbacks. | | 4 | Additionally, the Compensation Committee exercises an appropriate level of independent oversight into compensation decisions and related risk. |

  145. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE This table shows the compensation of each of our NEOs for fiscal years ended June 30, 2025, 2024, and 2023.

  146. 2025 SUMMARY COMPENSATION TABLE

    | | | | | | | 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) | ($) | | Stephen W. Beard | 2025 | 1,000,000 | — | 13,999,529 | — | 1,905,625 | 339,834 | 17,244,988 | | President and | 2024 | 987,385 | — | 10,499,903 | — | 2,666,563 | 148,730 | 14,302,581 | | Chief Executive Officer | 2023 | 949,846 | — | 5,808,957 | — | 1,205,839 | 89,452 | 8,054,094 | | Robert J. Phelan | 2025 | 540,268 | — | 948,817 | — | 501,696 | 24,546 | 2,015,327 | | Senior Vice President and | 2024 | 497,885 | — | 1,429,261 | — | 807,719 | 22,408 | 2,757,273 | | Chief Financial Officer | 2023 | 506,585 | — | 929,694 | — | 528,743 | 22,044 | 1,987,066 | | Douglas G. Beck | 2025 | 535,806 | — | 536,406 | — | 457,428 | 122,207 | 1,651,847 | | Senior Vice President, General Counsel, | 2024 | 534,190 | — | 786,100 | — | 864,093 | 81,213 | 2,265,596 | | Corporate Secretary and Institutional Support Services | 2023 | 543,523 | — | 498,567 | — | 502,505 | 61,977 | 1,606,572 | | Michael Betz | 2025 | 648,092 | 250,000 | 689,150 | — | 896,610 | 111,049 | 2,594,901 | | President | 2024 | 549,139 | — | 950,358 | — | 1,151,440 | 34,456 | 2,685,393 | | Walden University & Chief Digital Officer | | | | | | | | | | Scott Liles | 2025 | 537,500 | — | 671,180 | — | 376,212 | 34,806 | 1,619,698 | | President | | | | | | | | | | Medical & Veterinary | | | | | | | | |

  147. 2025 SUMMARY COMPENSATION TABLE

    | (1) This column shows the salaries paid by Adtalem to its NEOs in fiscal years 2025, 2024, and 2023. The following NEOs have elected to defer a portion of their salaries under the Nonqualified Deferred Compensation Plan: Mr. Beard ($420,502.55 for 2025, $169,322 for 2024, and $120,823 for 2023); Mr. Beck $120,692.82 for 2025, $56,228 for 2024, and $45,589 for 2023); and Mr. Betz ($215,483.43 for 2025 and $16,524 for 2024). Amounts shown are inclusive of these deferrals. The base salaries shown in 2025 and 2024 reflect 26 pay periods and the base salaries shown in 2023 reflect 27 pay periods. |

  148. 2025 SUMMARY COMPENSATION TABLE

    | (2) This column includes the $250,000 sign-on bonus paid to Mr. Betz in FY25 for taking on the increased responsibilities and new role as Chief Digital Officer. |

  149. 2025 SUMMARY COMPENSATION TABLE

    | (3) The amounts reported in the Stock Awards column represents the grant date fair value of awards of both RSUs and PSUs, which is an estimated value computed in accordance with FASB ASC Topic 718. The assumptions used for fiscal years 2025, 2024, and 2023 calculations can be found at Note 15: Stock-Based Compensation to our audited financial statements in Adtalem’s Annual Report on Form 10-K for the year ended June 30, 2025, and Note 18: Stock-Based Compensation to our audited financial statements in Adtalem’s Annual Report on Form 10-K for the years ended June 30, 2024 and June 30, 2023, 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 2025 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 2025 annual PSUs is $89.85. The grant date fair value of the PSU awards assuming achievement of maximum performance would be: Mr. Beard – $16,798,356; Mr. Phelan – $1,139,300; Mr. Beck – $643,328; Mr. Betz – $826,620; and Mr. Liles – $805,056. |

  150. 2025 SUMMARY COMPENSATION TABLE

    | (4) The MIP compensation reported in this column was earned in fiscal years 2025, 2024, and 2023 and paid in fiscal years 2026, 2025, and 2024, respectively, based upon the MIP guidelines. Mr. Beard has elected to defer a portion of his MIP compensation under the Nonqualified Deferred Compensation Plan ($190,562.50), Mr. Beck ($45,742.83), Mr. Betz ($179,322), and Mr. Liles ($361,353.57). In addition to the MIP shown in this column, Mr. Phelan, and Mr. Beck each received $100,000 in FY23 and $160,000 in FY24, and Mr. Betz received $160,000 in FY24 related to the value capture bonus. |

  151. 2025 SUMMARY COMPENSATION TABLE

    | (5) The amounts indicated in the “all other compensation” column for 2025 include the following: |

  152. 2025 SUMMARY COMPENSATION TABLE

    | ● | Matching contributions credited under the Retirement Plan for Mr. Beard ($16,153.83); Mr. Phelan ($21,602.94); Mr. Beck ($20,700); Mr. Betz ($24,222.12); and Mr. Liles ($31,863.42). |

  153. 2025 SUMMARY COMPENSATION TABLE

    | ● | Company contributions credited under the Nonqualified Deferred Compensation Plan for Mr. Beard ($199,293.77); Mr. Beck ($53,693.94); and Mr. Betz ($71,834.41), as well as tax gross-up payments related to the Company’s administrative error in the operation of the Nonqualified Deferred Compensation Plan in the amount of ($104,810) for Mr. Beard and ($31,741) for Mr. Beck. |

  154. 2025 SUMMARY COMPENSATION TABLE

    | ● | Group life insurance premiums paid by Adtalem for Mr. Beard ($1,242); Mr. Phelan ($2,934); Mr. Beck ($2,322); Mr. Betz ($1,242); and Mr. Liles ($2,943). |

  155. 2025 SUMMARY COMPENSATION TABLE

    | ● | Personal financial planning services for Mr. Beard ($18,335); Mr. Beck ($13,750); and Mr. Betz ($13,750). |

  156. 2025 SUMMARY COMPENSATION TABLE

    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 69-70 under the caption “Employment Agreements.”

  157. 2025 SUMMARY COMPENSATION TABLE

    | 64 2025 Proxy Statement | Adtalem Global Education Inc. |

  158. 2025 GRANTS OF PLAN-BASED AWARDS

    2025 GRANTS OF PLAN-BASED AWARDS This table sets forth information regarding non-equity incentive plan awards and equity incentive plan awards granted to the NEOs in FY25.

  159. 2025 GRANTS OF PLAN-BASED AWARDS

    | | 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 | | | | | | | | | | | — | 1,250,000 | 3,125,000 | | | | | | | 11/13/2024 | | | | 46,740 | 93,480 | 186,960 | | 8,399,178 | | 11/13/2024 | | | | | | | 62,330 | 5,600,351 | | Robert J. Phelan | | | | | | | | | | | — | 433,012 | 1,082,530 | | | | | | | 11/13/2024 | | | | 3,170 | 6,340 | 12,680 | | 569,650 | | 11/13/2024 | | | | | | | 4,220 | 379,167 | | Douglas G. Beck | | | | | | | | | | | — | 375,064 | 937,661 | | | | | | | 11/13/2024 | | | | 1,790 | 3,580 | 7,160 | | 321,664 | | 11/13/2024 | | | | | | | 2,390 | 214,742 | | Michael Betz | | | | | | | | | | | — | 520,000 | 1,300,000 | | | | | | | 11/13/2024 | | | | 2,300 | 4,600 | 9,200 | | 413,310 | | 11/13/2024 | | | | | | | 3,070 | 275,840 | | Scott Liles | | | | | | | | | | | — | 403,125 | 1,007,813 | | | | | | | 11/13/2024 | | | | 2,240 | 4,480 | 8,960 | | 402,528 | | 11/13/2024 | | | | | | | 2,990 | 268,652 |

  160. 2025 GRANTS OF PLAN-BASED AWARDS

    | (1) Payouts under the MIP were based on performance in FY25. Therefore, the information in the “Threshold,” “Target,” and “Maximum” columns reflect the range of potential payouts when the performance goals were set on August 21, 2024. The amounts actually paid under the MIP for FY25 appear in the “Non-Equity Incentive Plan Compensation” column of the 2025 Summary Compensation Table. |

  161. 2025 GRANTS OF PLAN-BASED AWARDS

    | (2) Pursuant to the MIP, performance below a performance goal threshold will result in no payment with respect to that performance goal. |

  162. 2025 GRANTS OF PLAN-BASED AWARDS

    | (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. |

  163. 2025 GRANTS OF PLAN-BASED AWARDS

    | (4) Pursuant to the MIP, the amount shown in this column represents the maximum incentive payment, 250% of the target. |

  164. 2025 GRANTS OF PLAN-BASED AWARDS

    | (5) PSUs were granted under the 2013 Incentive Plan. The PSUs granted on November 13, 2024 were the regular annual PSUs based on the performance period FY25 through fiscal year 2027. The awards consist of 50% with a target based on revenue growth over a period of three fiscal years and 50% with a target based on EBITDA margin. PSUs will pay out 0% for below threshold performance, and between 50% of target payout for threshold performance and 200% of target for achieving maximum performance or above. Straight-line interpolation will be used to determine achievement between threshold and target. |

  165. 2025 GRANTS OF PLAN-BASED AWARDS

    | (6) This column shows the grant date fair value of RSUs and PSUs (assuming payout at target value) granted on November 13, 2024 in FY25, computed in accordance with FASB ASC Topic 718, which was $89.85 for RSUs and annual PSUs. |

  166. 2025 GRANTS OF PLAN-BASED AWARDS

    | Adtalem Global Education Inc. | 2025 Proxy Statement 65 |

  167. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    2025 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, 2025.

  168. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | 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 | (#) | (#) | ($) | Date(1) | (#)(2) | ($)(3) | (#)(4) | ($)(5) | | Stephen W. Beard | 15,475 | — | 49.05 | 8/22/2028 | | | | | | | 21,550 | — | 43.39 | 8/28/2029 | | | | | | | 37,725 | — | 32.03 | 8/26/2030 | | | | | | | 55,031 | 18,344 | 37.79 | 9/8/2031 | | | | | | | | | | | 155,109 | 19,734,518 | 335,150 | 42,641,135 | | Robert J. Phelan | 3,900 | — | 32.03 | 8/26/2030 | | | | | | | 1,968 | 657 | 36.46 | 8/25/2031 | | | | | | | | | | | 17,299 | 2,200,952 | 41,540 | 5,285,134 | | Douglas G. Beck | 6,206 | 2,069 | 36.46 | 8/25/2031 | | | | | | | | | | | 8,812 | 1,121,151 | 22,180 | 2,821,961 | | Michael Betz | — | — | — | — | | | | | | | | | | | 9,071 | 1,154,103 | 25,910 | 3,296,529 | | Scott Liles | — | — | — | — | | | | | | | | | | | 5,184 | 659,560 | 8,170 | 1,039,469 |

  169. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) The table below details the vesting schedule for stock option grants based on the expiration date of the relevant grant. In general, option grants vest 25% on each of the first four anniversaries of the date of grant. |

  170. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Option Expiration Dates | Grant Dates | Options 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 |

  171. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (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 FY23. Beginning in FY23, RSUs vest 33% on each of the first three anniversaries of the date of grant. In addition to the annual grant, Mr. Liles received a RSU grant on April 15, 2024, as part of an initial sign-on award granted upon his appointment as President, Medical & Veterinary, which vests 33% on each of the first, second, and third anniversaries of the date of grant. |

  172. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 66 2025 Proxy Statement | Adtalem Global Education Inc. |

  173. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | Number of RSUs Vesting | | | | | | Name | Grant Date | Year 1 | Year 2 | Year 3 | Year 4 | Total | | | | Year 1 | Year 2 | Year 3 | Year 4 | Total | | Stephen W. Beard | 9/8/2021 | — | — | — | 29,215 | 29,215 | | Stephen W. Beard | 8/24/2022 | — | — | 20,130 | — | 20,130 | | Stephen W. Beard | 8/23/2023 | — | 21,717 | 21,717 | — | 43,434 | | Stephen W. Beard | 11/13/2024 | 20,776 | 20,777 | 20,777 | — | 62,330 | | Robert J. Phelan | 8/25/2021 | — | — | — | 390 | 390 | | Robert J. Phelan | 11/10/2021 | — | — | — | 3,695 | 3,695 | | Robert J. Phelan | 8/24/2022 | — | — | 3,220 | — | 3,220 | | Robert J. Phelan | 8/23/2023 | — | 2,887 | 2,887 | — | 5,774 | | Robert J. Phelan | 11/13/2024 | 1,406 | 1,407 | 1,407 | — | 4,220 | | Douglas G. Beck | 8/25/2021 | — | — | — | 1,235 | 1,235 | | Douglas G. Beck | 8/24/2022 | — | — | 1,727 | — | 1,727 | | Douglas G. Beck | 8/23/2023 | — | 1,730 | 1,730 | — | 3,460 | | Douglas G. Beck | 11/13/2024 | 796 | 797 | 797 | — | 2,390 | | Michael Betz | 8/24/2022 | — | — | 1,814 | — | 1,814 | | Michael Betz | 8/23/2023 | — | 2,093 | 2,094 | — | 4,187 | | Michael Betz | 11/13/2024 | 1,023 | 1,023 | 1,024 | — | 3,070 | | Scott Liles | 4/15/2024 | — | 1,097 | 1,097 | — | 2,194 | | Scott Liles | 11/13/2024 | 996 | 997 | 997 | — | 2,990 |

  174. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (3) Represents the value derived by multiplying the number of shares of Common Stock covered by RSUs granted by $127.23 (the closing market price of Adtalem’s Common Stock on June 30, 2025). |

  175. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (4) The table below details the vesting schedule for PSUs. In general, PSUs vest following the completion of the applicable three-year performance period. |

  176. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | Vesting | Number of | | Name | Grant Date | Date | PSUs Vesting | | Stephen W. Beard | 2/15/2023 | 8/24/2025 | 84,320 | | Stephen W. Beard | 8/23/2023 | 8/23/2025 | 81,430 | | Stephen W. Beard | 11/8/2023 | 8/23/2026 | 75,920 | | Stephen W. Beard | 11/13/2024 | 11/13/2027 | 93,480 | | Robert J. Phelan | 2/15/2023 | 8/24/2025 | 13,500 | | Robert J. Phelan | 8/23/2023 | 8/23/2025 | 11,620 | | Robert J. Phelan | 11/8/2023 | 8/23/2026 | 10,080 | | Robert J. Phelan | 11/13/2024 | 11/13/2027 | 6,340 | | Douglas G. Beck | 2/15/2023 | 8/24/2025 | 7,240 | | Douglas G. Beck | 8/23/2023 | 8/23/2025 | 5,300 | | Douglas G. Beck | 11/8/2023 | 8/23/2026 | 6,060 | | Douglas G. Beck | 11/13/2024 | 11/13/2027 | 3,580 | | Michael Betz | 2/15/2023 | 8/24/2025 | 7,580 | | Michael Betz | 8/23/2023 | 8/23/2025 | 6,410 | | Michael Betz | 11/8/2023 | 8/23/2026 | 7,320 | | Michael Betz | 11/13/2024 | 11/13/2027 | 4,600 | | Scott Liles | 4/15/2024 | 8/23/2025 | 3,690 | | Scott Liles | 11/13/2024 | 11/13/2027 | 4,480 |

  177. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (5) Represents the value derived by multiplying the number of shares of Common Stock covered by the PSUs by $127.23 (the closing market price of Adtalem’s Common Stock on June 30, 2025). The value provided assumes a PSU payout at target value. |

  178. 2025 OPTIONS EXERCISES AND STOCK VESTED

    2025 OPTIONS EXERCISES AND STOCK VESTED This table provides information for the NEOs concerning stock options that were exercised and RSUs and PSUs that vested during FY25.

  179. 2025 OPTIONS EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | | Number of | | Number of | | | | Shares Acquired | Value Realized | Shares Acquired | Value Realized | | | on Exercise | on Exercise | on Vesting | on Vesting | | Name | (#) | ($)(1) | (#) | ($)(2) | | Stephen W. Beard | — | — | 75,094 | 5,497,551 | | Robert J. Phelan | — | — | 12,376 | 991,380 | | Douglas G. Beck | — | — | 18,069 | 1,723,424 | | Michael Betz | — | — | 3,906 | 294,317 | | Scott Liles | — | — | 1,096 | 116,571 |

  180. 2025 OPTIONS EXERCISES AND STOCK VESTED

    | (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 |

  181. 2025 OPTIONS EXERCISES AND STOCK VESTED

    | Adtalem Global Education Inc. | 2025 Proxy Statement 67 |

  182. 2025 OPTIONS EXERCISES AND STOCK VESTED

    | 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. |

  183. 2025 OPTIONS EXERCISES AND STOCK VESTED

    | (2) Value Realized on Vesting. For Mr. Beard, this amount represents RSUs granted in August 2020, August 2022 and August 2023 that vested in August 2024; RSUs granted in September 2021 that vested in September 2024. For Mr. Phelan, this amount represents RSUs granted in August 2020, August 2021, August 2022, and August 2023; and PSUs granted in November 2021 that vested in August 2024. For Mr. Beck, this amount represents RSUs granted in June 2021 that vested in June 2025 and RSUs granted in August 2021, August 2022, and August 2023 that vested in August 2024; and PSUs granted in November 2021 that vested in August 2024. For Mr. Betz this amount represents RSUs granted in August 2022 and August 2023 that vested in August 2024. For Mr. Liles, this amount represents RSUs granted in April 2024. |

  184. 2025 NONQUALIFIED DEFERRED COMPENSATION

    2025 NONQUALIFIED DEFERRED COMPENSATION This table sets forth information about activity for NEOs in our Nonqualified Deferred Compensation Plan during FY25.

  185. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | | 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 | ($)(1) | ($)(2) | ($)(3) | ($)(4) | | Stephen W. Beard | 420,502 | 199,294 | 70,237 | 1,500,582 | | Robert J. Phelan | — | — | — | — | | Douglas G. Beck | 120,693 | 53,694 | 40,815 | 376,593 | | Michael Betz | 215,483 | 71,834 | 29,036 | 333,757 | | Scott Liles | — | — | — | — |

  186. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | (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 2025 Summary Compensation Table, either in the “Salary” or “Non-Equity Incentive Plan Compensation” column. See footnotes 1 and 5 of the 2025 Summary Compensation Table for specific deferrals made by each NEO. |

  187. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | (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 2025 Summary Compensation Table in the “All Other Compensation” column. |

  188. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | (3) Aggregate Earnings in Last Fiscal Year. These amounts represent the earnings in the Nonqualified Deferred Compensation Plan for FY25. These amounts are not reported in the 2025 Summary Compensation Table. |

  189. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | (4) Aggregate Balance at Last Fiscal Year End. The aggregate balance as of June 30, 2025 reported in this column for each NEO reflects amounts that either are currently reported or were previously reported as compensation in the 2025 Summary Compensation Table for current or prior years, except for the aggregate earnings on deferred compensation. |

  190. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | 68 2025 Proxy Statement | Adtalem Global Education Inc. |

  191. NONQUALIFIED DEFERRED COMPENSATION PLAN

    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.

  192. 2025 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    2025 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

  193. CEO PAY RATIO

    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 CEO as disclosed in the 2025 Summary Compensation Table, to the annual total compensation of our median employee. For FY25, 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 23, 2025 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. Compensation was annualized for all employees who were hired by us in FY25 but did not work for us for the entire year. No annualization was applied to any adjunct faculty as permitted under the rules. FY25 annual total compensation for the median employee was calculated in the same manner as reflected in the 2025 Summary Compensation Table for our CEO. Based on the methodology described above, we have determined that FY25 annual total compensation of our median employee was $50,603 The annual total compensation of our CEO for FY25 was $17,244,988. The ratio of our CEO’s FY25 annual total compensation to the FY25 annual total compensation of our median employee is 341:1. 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.

  194. CEO PAY RATIO

    | Adtalem Global Education Inc. | 2025 Proxy Statement 71 |

  195. CEO PAY RATIO

    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 2025 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, 2025. The vote approving the compensation paid to our NEOs during 2025 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.

  196. CEO PAY RATIO

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

  197. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  198. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” (“CAP”) to our principal executive officer (“PEO”) and to our other non-PEO NEOs and certain financial performance of the Company. CAP, as determined under SEC requirements, does not reflect the actual amount of compensation earned, realized or received by our NEOs during a covered year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion & Analysis. The pay versus performance disclosures include information for fiscal years ended June 30, 2025, 2024, 2023, 2022, and 2021.

  199. PAY VERSUS PERFORMANCE TABLE

    | | | | | | | | 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) | | 2025 | n/a | 17,244,988 | n/a | 120,351,401 | 1,970,444 | 8,993,736 | 408 | 213 | 237,065 | 12.9% | | 2024 | n/a | 14,302,581 | n/a | 30,032,741 | 2,390,184 | 4,074,936 | 219 | 163 | 136,777 | 9.2% | | 2023 | n/a | 8,054,094 | n/a | 8,364,122 | 1,699,688 | 1,762,437 | 110 | 115 | 93,358 | 5.0% | | 2022 | 6,276,069 | 9,204,332 | 6,757,452 | 8,973,854 | 1,851,310 | 1,867,071 | 115 | 110 | 310,991 | 53.7% | | 2021 | 8,528,433 | n/a | 10,373,072 | n/a | 1,766,966 | 1,433,322 | 114 | 104 | 70,027 | 3.9% |

  200. PAY VERSUS PERFORMANCE TABLE

    | (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: |

  201. PAY VERSUS PERFORMANCE TABLE

    2025: Robert J. Phelan, Douglas G. Beck, Michael Betz, Scott Liles 2024: Robert J. Phelan, Douglas G. Beck, Michael Betz, Maurice Herrera 2023: Robert J. Phelan, Douglas G. Beck, Maurice Herrera, and Steven Tom 2022: Robert J. Phelan, Douglas G. Beck, John W. Danaher, and Maurice Herrera 2021: Robert J. Phelan, Stephen W. Beard, Douglas G. Beck, Kathy Boden-Holland, and Michael O. Randolfi

  202. PAY VERSUS PERFORMANCE TABLE

    | 72 2025 Proxy Statement | Adtalem Global Education Inc. |

  203. PAY VERSUS PERFORMANCE TABLE

    | (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. |

  204. PAY VERSUS PERFORMANCE TABLE

    First PEO SCT Total to CAP Reconciliation:

  205. PAY VERSUS PERFORMANCE TABLE

    | 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 ($) | CAP to First PEO ($) | | 2025 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | 2024 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | 2023 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | 2022 | 6,276,069 | (4,999,803) | 5,167,325 | — | 190,398 | 123,463 | — | 6,757,452 | | 2021 | 8,528,433 | (5,785,373) | 6,891,998 | — | 630,983 | 107,031 | — | 10,373,072 |

  206. PAY VERSUS PERFORMANCE TABLE

    Second PEO SCT Total to CAP Reconciliation:

  207. PAY VERSUS PERFORMANCE TABLE

    | 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 ($) | CAP to Second PEO ($) | | 2025 | 17,244,988 | (13,999,529) | 31,717,166 | — | 84,949,148 | 439,628 | | 120,351,401 | | 2024 | 14,302,581 | (10,499,903) | 17,212,207 | — | 8,342,349 | 675,507 | — | 30,032,741 | | 2023 | 8,054,094 | (5,808,957) | 6,417,116 | — | (286,448) | (11,683) | — | 8,364,122 | | 2022 | 9,204,332 | (8,019,699) | 7,168,073 | 625,000 | 53,564 | (57,416) | — | 8,973,854 | | 2021 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |

  208. PAY VERSUS PERFORMANCE TABLE

    Non-PEO NEOs Average SCT Total to Average CAP Reconciliation:

  209. PAY VERSUS PERFORMANCE TABLE

    | 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 ($) | Average CAP to non-PEO NEOs ($) | | 2025 | 1,970,444 | (711,388) | 1,611,686 | — | 5,994,552 | 128,442 | — | 8,993,736 | | 2024 | 2,390,184 | (986,649) | 1,609,794 | — | 821,826 | 239,781 | — | 4,074,936 | | 2023 | 1,699,688 | (559,281) | 617,862 | — | (36,114) | 40,282 | — | 1,762,437 | | 2022 | 1,851,310 | (1,047,505) | 1,078,377 | — | 3,532 | (18,643) | — | 1,867,071 | | 2021 | 1,766,966 | (1,034,209) | 1,159,225 | — | 58,941 | 22,460 | (540,061) | 1,433,322 |

  210. PAY VERSUS PERFORMANCE TABLE

    | (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 FY24. |

  211. PAY VERSUS PERFORMANCE TABLE

    | (4) Adtalem acquired Walden University on August 12, 2021 (during FY22) and the timing of the acquisition is impacting Adtalem’s revenue growth percentages in FY22 and 2023. |

  212. PAY VERSUS PERFORMANCE TABLE

    | Adtalem Global Education Inc. | 2025 Proxy Statement 73 |

  213. RELATIONSHIP BETWEEN “COMPENSATION ACTUALLY PAID” AND COMPANY PERFORMANCE

    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, 2023, 2024, and 2025, 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.

  214. RELATIONSHIP BETWEEN “COMPENSATION ACTUALLY PAID” AND COMPANY PERFORMANCE

    | 74 2025 Proxy Statement | Adtalem Global Education Inc. |

  215. RELATIONSHIP BETWEEN “COMPENSATION ACTUALLY PAID” AND COMPANY PERFORMANCE

    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.

  216. RELATIONSHIP BETWEEN “COMPENSATION ACTUALLY PAID” AND COMPANY PERFORMANCE

    | Adtalem Global Education Inc. | 2025 Proxy Statement 75 |