DEF 14A of Covista Inc., Oct 6, 2023

DEF 14A of Covista Inc.

Filed Oct 6, 2023 · FY20230001558370-23-016280

Open on EDGAR

  1. OUR BOARD OF DIRECTORS

    OUR BOARD OF DIRECTORS Director Nominees Diverse mix of backgrounds, current and former CEOs, marketing and medical professionals, and a former finance executive at a leading global company.

  2. OUR BOARD OF DIRECTORS

    | | | | Director Since | Other Public Company Boards | Committee Memberships | | | | | | | Name and Principal Occupation | Age | | | AQC | AUD | COM | ER | NG | | | Stephen W. Beard President and CEO Adtalem Global Education Inc. | 52 | 2021 | | | | | | | | | William W. Burke INDEPENDENT President and Founder, Austin Highlands Advisors, LLC | 64 | 2017 | 2 | | | | | | | | Mayur Gupta INDEPENDENT Chief Marketing Officer Kraken, Inc. | 46 | 2021 | | | | | | | | | Donna J. Hrinak INDEPENDENT Retired Senior Vice President, Corporate Affairs, Royal Caribbean Group | 72 | 2018 | | | | | | | | | Georgette Kiser INDEPENDENT Former Managing Director and CIO, The Carlyle Group | 55 | 2018 | 3 | | | | | | | | Liam Krehbiel INDEPENDENT Chief Executive Officer and Founder, Topography Hospitality, LLC | 47 | 2022 | | | | | | | | | Michael W. Malafronte INDEPENDENT Chairman of the Board Adtalem Global Education Inc. Senior Advisor, Derby Copeland Capital | 49 | 2016 | | | | | | | | | Sharon L. O’Keefe INDEPENDENT Retired President, University of Chicago Medical Center | 71 | 2020 | 1 | | | | | | | | Kenneth J. Phelan INDEPENDENT Senior Advisor Oliver Wyman Inc. | 64 | 2020 | 1 | | | | | | | | Lisa W. Wardell Former Chairman of the Board Adtalem Global Education Inc. | 54 | 2008 | 1 | | | | | |

  3. OUR BOARD OF DIRECTORS

    | | | | | | | | | Academic Quality Committee | Audit and Finance Committee | Compensation Committee | External Relations Committee | Nominating & Governance Committee | Audit Committee Financial Expert | Committee Chair |

  4. OUR BOARD OF DIRECTORS

    | 4 2023 Proxy Statement | Adtalem Global Education Inc. |

  5. Election of Directors

    Election of Directors The Board has nominated ten of Adtalem’s eleven sitting directors and recommends their re-election, each for a term to expire at the 2024 Annual Meeting. All of the nominees have consented to serve as directors if elected at the Annual Meeting. Dr. Charles DeShazer has informed the Board that he is not standing for re-election and will retire from the Board at the Annual Meeting. Dr. DeShazer has served on the Adtalem Board since 2021 and the Board sincerely appreciates Dr. DeShazer’s service to Adtalem. Dr. DeShazer’s decision to not stand for re-election is not the result of any disagreement with the Company. It is intended that all shares represented by a proxy in the accompanying form will be voted for the election of each of Stephen W. Beard, William W. Burke, Mayur Gupta, Donna J. Hrinak, Georgette Kiser, Liam Krehbiel, Michael W. Malafronte, Sharon L. O’Keefe, Kenneth J. Phelan, and Lisa W. Wardell as directors unless otherwise specified in such proxy. A proxy cannot be voted for more than ten persons. In the event that a nominee becomes unable to serve as a director, the proxy committee (appointed by the Board) will vote for the substitute nominee that the Board designates. The Board has no reason to believe that any of the nominees will become unavailable for election. Each nominee for election as a director is listed below, along with a brief statement of his or her current principal occupation, business experience, and other information, including directorships in other public companies held as of the date of this Proxy Statement or within the previous five years. Under the heading “Relevant Experience,” we describe briefly the particular experience, qualifications, attributes, or skills that led to the conclusion that these nominees should serve on the Board. As explained below under the caption “Director Nominating Process,” the Nominating & Governance Committee looks at the Board as a whole, attempting to ensure that it possesses the characteristics that the Board believes are important to effective governance.

  6. 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 and broker non-votes, if any, will be counted as votes AGAINST each director nominee. See VOTING INFORMATION - Effect of Not Casting Your Vote. Shareholders may not cumulate their votes in the election of directors. If a nominee for re-election fails to receive the requisite majority vote where the election is uncontested, such director must promptly tender his or her resignation to Adtalem’s Chairman or Adtalem’s General Counsel and Corporate Secretary, subject to acceptance by the Board. Unless otherwise indicated on the proxy, the shares will be voted FOR each of the nominees identified below.

  7. APPROVAL BY SHAREHOLDERS

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

  8. APPROVAL BY SHAREHOLDERS

    | 12 2023 Proxy Statement | Adtalem Global Education Inc. |

  9. BOARD COMPOSITION

    BOARD COMPOSITION Director Nominees

  10. BOARD COMPOSITION

    | | Stephen W. Beard, Chief Executive Officer President and CEO, Adtalem Global Education Inc. Age: 52 Director since: 2021 |

  11. Career Highlights

    Career Highlights Mr. Beard was appointed Adtalem’s President and CEO and a director on our Board in September 2021. Previously, Mr. Beard served as Adtalem’s Chief Operating Officer (COO), responsible for the vision, leadership, and financial performance of Adtalem’s former Financial Services vertical. In addition, Mr. Beard led the company’s strategy, corporate development, government and regulatory affairs, investor relations, communications and civic engagement activities and mobilized a variety of operational and corporate initiatives to accelerate Adtalem’s global performance. Prior to taking on the responsibility of COO in 2019 and responsibility for the former Financial Services vertical in 2020, Mr. Beard served as Senior Vice President, General Counsel and Corporate Secretary in 2018. Prior to Adtalem, Mr. Beard was executive vice president, chief administrative officer and general counsel of Heidrick & Struggles International, Inc. (NASDAQ:HSII), where he directed global legal operations for the company and oversaw a variety of enterprise-level functions including strategy and corporate development. Prior to joining Heidrick & Struggles, Mr. Beard was in private practice with Schiff Hardin, LLP in Chicago, where he was a member of the firm’s corporate and securities group, advising public and private companies in mergers and acquisitions, corporate finance and corporate governance matters. Mr. Beard began his legal career as a law clerk for the Honorable Frank Sullivan, Jr. (ret.), associate justice of the Indiana Supreme Court. Mr. Beard has been active in a variety of community and civic matters and currently serves on the board of the venture philanthropy fund, A Better Chicago. Mr. Beard received his bachelor’s degree from the University of Illinois at Urbana-Champaign and his juris doctor degree from the Maurer School of Law at Indiana University.

  12. Relevant Experience

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

  13. Relevant Experience

    | Adtalem Global Education Inc. | 2023 Proxy Statement 13 |

  14. Relevant Experience

    | | William W. Burke, Independent President and Founder, Austin Highlands Advisors, LLC Age: 64 Director since: 2017 Committees: Audit and Finance (Chair) Compensation | | 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. Since November 2015, Mr. Burke has served as President of Austin Highlands Advisors, LLC, a provider of corporate advisory services. He served as Executive Vice President & Chief Financial Officer of IDEV Technologies, a peripheral vascular devices company, from November 2009 until the company was acquired by Abbott Laboratories in August 2013. From August 2004 to December 2007, he served as Executive Vice President & Chief Financial Officer of ReAble Therapeutics, a diversified orthopedic device company which was sold to The Blackstone Group in a going private transaction in 2006 and subsequently merged with DJO Incorporated in November 2007. Mr. Burke remained with ReAble Therapeutics until June 2008. From 2001 to 2004, he served as Chief Financial Officer of Cholestech Corporation, a medical diagnostic products company. Mr. Burke received his bachelor’s degree in Finance from The University of Texas at Austin and an MBA from The Wharton School of the University of Pennsylvania. Board Service Mr. Burke has served on numerous public and private company boards including serving as a board chairman and a lead independent director. Since June 2022, he has served on the board of directors of Ceribell Inc., a privately-held medical technology company. Mr. Burke currently serves as the chair of Ceribell’s audit committee. He has served on the board of Tactile Systems Technology, Inc. (Nasdaq: TCMD) since 2015 and currently serves as Chairman of the Board. He previously served on the board of Invuity, Inc. (acquired by Stryker Corp. in 2018), LDR Holding Corporation (acquired by Zimmer Biomet in July 2016), and Medical Action Industries (acquired by Owens & Minor in October 2014). Relevant Experience Mr. Burke 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. | |

  15. Relevant Experience

    | 14 2023 Proxy Statement | Adtalem Global Education Inc. |

  16. Relevant Experience

    | | 64 Director since: 2017 Audit and Finance (Chair) Compensation | | | Mayur Gupta, Independent Chief Marketing Officer, Kraken, Inc. Age: 46 Director since: 2021 Committees: Academic Quality External Relations | | Career Highlights Mr. Gupta has been director of Adtalem since August 2021. Mr. Gupta has been the Chief Marketing Officer for Kraken, Inc., a U.S.-based cryptocurrency exchange and bank, since April 2022. Previously, he was the Chief Marketing & Strategy Officer for Gannett Co., Inc., a subscription-led and digitally focused media and marketing solutions company (“Gannett”). Mr. Gupta was responsible for leading the transformation and growth of Gannett from the largest news media company to a content subscription platform. Mr. Gupta joined Gannett in September 2020. Mr. Gupta served on the board of Gannett from October 2019 until September 2020 when he stepped down from the board to become the Chief Marketing & Strategy Officer. Prior to joining Gannett, Mr. Gupta served as the Chief Marketing Officer for Freshly, a growing food-technology company, from January 2019 until September 2020, where he oversaw all consumer-faced marketing, including driving growth, building the brand, and enhancing the company’s consumer insights. Before joining Freshly, Mr. Gupta led digital initiatives at several companies, including from October 2016 to January 2019 as Vice President, Growth and Marketing at Spotify, the media services provider, and from August 2015 to September 2016 as Executive Vice President, Chief Marketing Officer and earlier as Senior Vice President, Omni-Channel Consumer Marketing and Head of Digital Platforms at Healthgrades, a healthcare scheduling company. From August 2012 to July 2015, Mr. Gupta was the first Chief Marketing Technologist at Kimberly-Clark, one of the largest consumer goods companies. For the preceding 12-years, from 2001 to 2012, he was a Technology Leader at SapientNitro (now part of Publicis). Mr. Gupta was named to Forbes World’s Most Influential Chief Marketing Officers list for 2021. Relevant Experience Mr. Gupta’s expertise across the digital marketing space, in combination with his background in technology, is helping the Board drive the Company’s next phase of growth and impact. Mr. Gupta’s ability to implement data-driven strategies to drive business growth and increase shareholder value will assist the Company in developing its own growth plans. | |

  17. Relevant Experience

    | Adtalem Global Education Inc. | 2023 Proxy Statement 15 |

  18. Relevant Experience

    | | Donna J. Hrinak, Independent Retired Senior Vice President, Corporate Affairs, Royal Caribbean Group Age: 72 Director since: 2018 Committees: External Relations (Chair) Audit and Finance Nominating & Governance | | 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. She holds a bachelor’s degree in Multidisciplinary Social Science from Michigan State University and also attended The George Washington University and the University of Notre Dame School of Law. Relevant Experience Ms. Hrinak’s extensive experience at a senior level in both the public and private sectors overseeing complex multi-cultural organizations and regulatory policy brings insight to the Board directly applicable to Adtalem’s regulatory environment and the international operations of its institutions. | |

  19. Relevant Experience

    | 16 2023 Proxy Statement | Adtalem Global Education Inc. |

  20. Relevant Experience

    | | Georgette Kiser, Independent Former Managing Director and CIO, The Carlyle Group Age: 55 Director since: 2018 Committees: Academic Quality (Chair) Nominating & Governance | | 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. Ms. Kiser received a bachelor’s degree in Mathematics with a concentration in Computer Science from the University of Maryland, a M.S. in Mathematics from Villanova University, and an MBA from the University of Baltimore. Board Service Since 2019, Ms. Kiser has served on the boards of Aflac (NYSE: AFL), a leading supplemental insurer, Jacobs (NYSE: JEC), a leading, global professional services company, and NCR Corporation (NYSE: NCR), an American software, professional services, consulting and tech company. She serves on the audit and risk committee and compensation committee for Aflac, the compensation committee and nominating and corporate governance committee for Jacobs, and on the governance committee and chair of the risk committee at NCR. Relevant Experience Ms. Kiser’s experience in information technology at the senior leadership level in organizations with an international reach brings expertise to Adtalem which will enhance both the Board’s oversight of its business as well as Adtalem’s internal technology matters. | |

  21. Relevant Experience

    | Adtalem Global Education Inc. | 2023 Proxy Statement 17 |

  22. Relevant Experience

    | | Liam Krehbiel, Independent Chief Executive Officer and Founder, Topography Hospitality, LLC Age: 47 Director since: 2022 Committees: Audit and Finance External Relations | | 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-managing partner of Ballyfin Demesne, a luxury hotel in Ireland, which opened in 2011. In 2010, Mr. Krehbiel founded A Better Chicago, a not-for-profit corporation and venture philanthropy fund, and currently serves as Chair of its Board. A Better Chicago's mission is to build a more equitable city for Chicago's young people and future generations. Mr. Krehbiel served as the Chief Executive Officer of A Better Chicago from 2010 until May 2019. From 2007 to 2010, Mr. Krehbiel was a management consultant at Bain and Company. Prior to joining Bain, Mr. Krehbiel worked with the Edna McConnell Clark Foundation in New York. Mr. Krehbiel received a Master of Business Administration degree with a major in business administration and a double concentration in finance and marketing from Northwestern University's Kellogg School of Management. He received his Bachelor of Arts degree from Dartmouth College. Board Service In addition to serving as the Chair of A Better Chicago, Mr. Krehbiel is a director of the Civic Consulting Alliance and a trustee of The Civic Federation. Relevant Experience Mr. Krehbiel’s commitment to improving equity in education for underserved communities closely aligns with Adtalem’s mission of expanding access to education and improving health equity. Mr. Krehbiel has spent most of his career as a venture philanthropist dramatically improving educational opportunities for low-income students by funding and scaling the 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. | |

  23. Relevant Experience

    | 18 2023 Proxy Statement | Adtalem Global Education Inc. |

  24. Relevant Experience

    | | Michael W. Malafronte, Independent Chairman of the Board, Adtalem Global Education Inc. Senior Advisor, Derby Copeland Capital Former Managing Partner, International Value Advisers and President of IVA Funds Age: 49 Director since: 2016 | | Career Highlights Mr. Malafronte has been a director of Adtalem since June 2016. Mr. Malafronte has served as a Senior Advisor to Derby Copeland Capital since September 2022. Derby Copeland is a private equity firm that specializes in opportunistic real estate related debt financing and equity investment. Mr. Malafronte is a Founding Partner of International Value Advisers, LLC (“IVA”) and served as Managing Partner for 13 years until December 2020. He was responsible for overseeing all aspects of IVA, including company strategy and managing resources. He also served as President of IVA Funds. Prior to founding IVA in 2007, Mr. Malafronte was a Senior Vice President at Arnhold & S. Bleichroeder Advisers, LLC where he worked for two years as a senior analyst for the First Eagle Funds. There he worked under Charles de Vaulx and Jean-Marie Eveillard within the Global Value Group for the value funds, including the First Eagle Overseas, Global, U.S. Value Funds as well as the offshore funds, inclusive of the Sofire Fund Ltd. Similarly, he was responsible for covering the oil and gas, media, real estate, financial services, and retail industries on a global basis, as well as companies within the United Kingdom, Germany, and Japan. Moreover, Mr. Malafronte was responsible for covering the larger names within the portfolio such as Pargesa Holdings, ConocoPhillips, Petroleo Brasileiro, SK Corp., News Corp., Dow Jones, and Comcast. Prior to the First Eagle Funds, Mr. Malafronte worked for nine years as a Portfolio Manager at Oppenheimer & Close, a dually-registered broker dealer and investment adviser; an adviser on three domestic hedge funds, one offshore partnership and a registered investment adviser and broker dealer. While at Oppenheimer & Close, Mr. Malafronte assisted in the launch of a domestic hedge fund in 1996 and an offshore partnership in 1998. Mr. Malafronte was responsible for all facets of portfolio management for the investment partnerships, including idea generation, in-depth research, and stock selection. In addition, he was also responsible for hiring and training both operations staff and research analysts. Mr. Malafronte earned his bachelor’s degree in Finance from Babson College. Board Service Mr. Malafronte has previously served on the boards of two publicly traded companies: Bresler & Reiner Inc. (2002-2008) and Century Realty Trust (2005-2006). Relevant Experience Mr. Malafronte’s experience as a financial analyst covering institutions globally, and as a founder of a global investment firm, provides the Board with a firm understanding of Adtalem’s shareholders’ perspective and deeply informs Adtalem’s financial planning. | |

  25. Relevant Experience

    | Adtalem Global Education Inc. | 2023 Proxy Statement 19 |

  26. Relevant Experience

    | | Sharon L. O’Keefe, Independent Retired President, University of Chicago Medical Center Age: 71 Director since: 2020 Committees: Nominating & Governance (Chair) Compensation | | Career Highlights Ms. O’Keefe served as the President of the University of Chicago Medical Center from February 2011 through July 2020. From April 2009 through February 2011, Ms. O’Keefe served as President of Loyola University Medical Center. Prior to her role at Loyola, she served from July 2002 to April 2009 as Chief Operating Officer for Barnes Jewish Hospital, a member of BJC Healthcare, St. Louis. In addition, Ms. O’Keefe has served in a variety of senior management roles at The Johns Hopkins Hospital, Montefiore Medical Center, University of Maryland Medical System, and Beth Israel Deaconess Medical Center in Boston, a teaching affiliate of Harvard Medical School. She has also served as a healthcare consultant with Ernst & Young. In addition, Ms. O’Keefe has served on the National Institutes of Health Advisory Board for Clinical Research, the Finance Committee of the National Institutes of Health Advisory Board, the Board of Trustees of the Illinois Hospital Association, and an Examiner for the Malcolm Baldrige National Quality Award. Ms. O’Keefe holds a M.S. degree in Nursing from Loyola University of Chicago and a bachelor’s degree in Nursing from Northern Illinois University. 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. Relevant Experience Ms. O’Keefe’s prior leadership roles at numerous medical centers including the University of Chicago Medical Center and Loyola University of Chicago Medical Center and as a board member of other public companies provide the Board with insights into how Adtalem can best serve the needs of our employer partners and drive superior student outcomes for our healthcare and medical students and graduates. | |

  27. Relevant Experience

    | 20 2023 Proxy Statement | Adtalem Global Education Inc. |

  28. Relevant Experience

    | | Kenneth J. Phelan, Independent Senior Advisor, Oliver Wyman Inc. Age: 64 Director since: 2020 Committees: Compensation (Chair) External Relations | | Career Highlights Mr. Phelan has been a Senior Advisor at Oliver Wyman Inc., a global management consulting firm, since 2019. Prior to that he served as the first Chief Risk Officer for the 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. Mr. Phelan holds a bachelor’s degree in Business Administration and Finance from Old Dominion University, a M.S. in Economics from Trinity College, Dublin, and a J.D. from Villanova University. Board Service Since 2019 Mr. Phelan has served as a director of Huntington Bancshares, Inc. (NASDAQ. HBAN), a regional bank holding company whose primary subsidiary is The Huntington National Bank. Mr. Phelan is the Chair of Huntington’s risk committee and serves on its human resources and compensation committee. Relevant Experience Mr. Phelan possesses broad risk oversight expertise and risk management experience. His knowledge and experience strengthen the Board’s governance and risk oversight. | |

  29. Relevant Experience

    | Adtalem Global Education Inc. | 2023 Proxy Statement 21 |

  30. Relevant Experience

    | | Lisa W. Wardell Former Chairman of the Board, Adtalem Global Education Age: 54 Director since: 2008 Committees: Academic Quality External Relations | | 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 five-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. Under her leadership, gender and ethnic diversity increased at the Adtalem Board to 67%. Ms. Wardell has also led the higher education sector in implementing new standards in transparency and financial literacy, and in cultivating quality partnerships to fill critical global healthcare workforce needs. Prior to Adtalem, Ms. Wardell was 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 earned her bachelor’s degree from Vassar College and her law degree from Stanford Law School. She earned her MBA in Finance and Entrepreneurial Management from the Wharton School of Business at the University of Pennsylvania. 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 serves on the board of American Express (NYSE:AXP). She served on the board of Lowe’s Companies, Inc. (NYSE:LOW) from March 2018 to March 2021 and GIII Apparel Group, Ltd. (NasdaqGS:GIII) from March 2022 to June 2023. She is a member of The Business Council, and Co-Chair of the Alvin Ailey DC Foundation. A fierce advocate for diversity and inclusion and access to education at scale across diverse communities, Ms. Wardell also is a member of the board of the Economic Club of Chicago, the Executive Leadership Council, and the Fortune CEO Initiative. Relevant Experience 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, give her important perspectives on the issues that come before the Board, including business, strategic, financial, and regulatory matters. | |

  31. Relevant Experience

    | 22 2023 Proxy Statement | Adtalem Global Education Inc. |

  32. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The competitiveness of the director compensation program is reviewed annually by the Compensation Committee with the assistance and input of Meridian Compensation Partners (“Meridian”), the Compensation Committee’s independent compensation consultant. In fiscal year 2023, the director compensation program was benchmarked by Meridian and reviewed against Adtalem’s peer group. As a result of that review, in the second half of fiscal year 2023, the Board increased the long-term incentive compensation paid to directors by $15,000. As a result of the increase, each non-employee director annually will receive RSUs with an approximate value of $140,000. The RSUs will be granted directly following the 2023 Annual Meeting of Shareholders. Each RSU represents the right to receive one share of Common Stock following the satisfaction of the vesting period. All RSUs granted in November 2023 will vest upon the one-year anniversary of the grant date. In addition to the RSUs, in fiscal year 2023, non-employee directors continued to receive 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. The Chairman of the Board is entitled to an additional annual retainer of $120,000 for his service. This was prorated during fiscal year 2023 as Mr. Malafronte was appointed as the Chairman of our Board in November 2022. Mr. Malafronte waived his receipt of the cash retainer for fiscal year 2023 (including the additional cash retainer for his service as Chairman). The Lead Independent Director is also entitled to receive an additional annual retainer of $35,000 for his or her service when a Lead Independent Director is serving in the role. This retainer was prorated during fiscal year 2023 as Mr. Burke ended his service as Lead Independent Director upon the appointment of an independent Chairman in November 2022. 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 fiscal year 2023.

  33. DIRECTOR COMPENSATION

    | 32 2023 Proxy Statement | Adtalem Global Education Inc. |

  34. DIRECTOR COMPENSATION

    This table discloses all non-employee director compensation provided in fiscal year 2023 to the directors of Adtalem for their service as directors.

  35. DIRECTOR COMPENSATION

    | | Fees Earned or | Stock | | | | Paid in Cash | Awards | Total | | Name | ($)(1) | ($)(2) | ($) | | William W. Burke | 118,750 | 125,082 | 243,832 | | Charles DeShazer | 85,000 | 125,082 | 210,082 | | Mayur Gupta | 85,000 | 125,082 | 210,082 | | Donna J. Hrinak | 97,500 | 125,082 | 222,582 | | Georgette Kiser | 97,500 | 125,082 | 222,582 | | Liam Krehbiel(3) | 105,095 | 125,082 | 230,177 | | Lyle Logan(4) | 36,375 | — | 36,375 | | Michael W. Malafronte | 25,625 | 125,082 | 150,707 | | Sharon L. O’Keefe | 94,375 | 125,082 | 219,457 | | Kenneth J. Phelan | 98,125 | 125,082 | 223,207 | | Lisa W. Wardell | 63,750 | 125,082 | 188,832 |

  36. DIRECTOR COMPENSATION

    | (1) Includes all retainer fees paid or deferred pursuant to the Adtalem Global Education Inc. Nonqualified Deferred Compensation Plan. |

  37. DIRECTOR COMPENSATION

    | (2) The amounts reported in the Stock Awards column represent the grant date fair value of 2,930 RSUs granted on November 9, 2022 to each of the directors named above, computed in accordance with FASB ASC Topic 718. The assumptions made in determining the valuations of these awards can be found at Note 18: Stock-Based Compensation to our audited financial statements in Adtalem’s Annual Report on Form 10-K for the year ended June 30, 2023. The number of RSUs granted to each of the directors named above was determined by dividing $125,000 by $42.69, which represents the fair market value of a share of Common Stock on the November 9, 2022 award date and rounding to the nearest 10 shares. |

  38. DIRECTOR COMPENSATION

    | (3) Mr. Krehbiel was appointed to the Board effective June 6, 2022. In addition to receiving his four quarterly retainer fee payments, Mr. Krehbiel also received his initial prorated retainer fee during fiscal year 2023. |

  39. DIRECTOR COMPENSATION

    | (4) Mr. Logan did not stand for re-election at the 2022 Annual Meeting of Shareholders. |

  40. DIRECTOR COMPENSATION

    | Adtalem Global Education Inc. | 2023 Proxy Statement 33 |

  41. COMPENSATION OBJECTIVES

    | Key Achievements | How this positions us for long-term sustainable growth | | Integration of Walden University and our legacy institutions | ● Integration of Walden University and our legacy institutions into a complementary portfolio of like-kind institutions, all with a center of gravity in healthcare; and ● Created centers of excellence by centralizing our marketing and student experience capabilities, deploying best practices enterprise-wide and realizing economies of scale to enhance the student journey | | Created an unparalleled operational foundation | ● Achieved the two-year $60 million cost synergy target, creating significant efficiencies and a more profitable operating model; and ● Efficiencies and operating model unlocked the ability to sustainably invest for future organic growth as part of our Growth with Purpose strategy | | Launched Growth with Purpose strategy | ● Focus on improving operational and financial performance through fiscal year 2026; ● Driving organic enrollment growth through expanding access to underserved communities and delivering high-quality academic outcomes; and ● Accelerating enrollment growth led by programs such as nursing, social and behavioral health, and veterinary medicine, as we exited fiscal year 2023 | | Disciplined Capital Allocation Philosophy | ● Robust cash generation, $206 million of net cash provided by operating activities-continuing operations in fiscal year 2023; ● Executing on capital allocation priorities, reinvested $37 million in capital expenditures in fiscal year 2023 for future growth; ● Reduced long-term financial obligations by $151 million in fiscal year 2023; and ● Returned $140 million of excess capital to shareholders through share repurchases in fiscal year 2023 |

  42. PAY-FOR-PERFORMANCE FOCUS

    | ● | The actual value realized from the annual MIP award can range from zero, if threshold performance targets are not met, to up to 200% of targeted amounts for exceptional organizational performance. |

  43. PAY-FOR-PERFORMANCE FOCUS

    | ● | Our regular long-term incentive program consists of equity-based awards whose value ultimately depends on our stock price performance. Beginning with fiscal year 2023, the Compensation Committee determined that it would no longer grant stock options. The elimination of stock options is intended to simplify the long-term incentive program and to shift more of the equity mix to performance-based equity awards. As a result, a significant portion of the equity-based awards granted under the annual long-term 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 fiscal year 2023, the Committee approved the use of Revenue Growth and EBITDA Margin as the financial performance measures, replacing return on invested capital (“ROIC”) and free cash flow (“FCF”) per share as the financial performance metrics for the PSUs, to better align the long-term incentive program with Adtalem’s long-term growth strategy. If the minimum levels of performance are not met, no PSUs are earned; if the minimum levels of performance are met, payout can range from 50% to 200% of the target number of PSUs. |

  44. Key Fiscal Year 2023 Compensation Decisions

    | BASE SALARY Page 44 | | Adtalem is committed to offering market competitive compensation to our key executives, including competitive base salaries. In fiscal year 2023, the Board and/or the Compensation Committee approved merit increases in base salaries of 2% for Mr. Beard and each of our other NEOs as part of our normal compensation review process which takes into account market competitiveness and individual performance. The base salary of Mr. Beard was increased from $900,000 to $918,000, the base salary of Mr. Phelan was increased from $480,000 to $489,600, the base salary of Mr. Beck was increased from $515,000 to $525,300, the base salary of Mr. Herrera was increased from $435,000 to $443,700, and the base salary of Mr. Tom was increased from $400,000 to $408,000. |

  45. Key Fiscal Year 2023 Compensation Decisions

    | ANNUAL INCENTIVES Page 45 | | For Mr. Beard and the other NEOs, the fiscal year 2023 MIP award was based on financial performance at Adtalem (45% based on Adtalem revenue and 55% based on Adtalem adjusted earnings per share). The resulting MIP award for Mr. Beard and the other NEOs, as determined based on Adtalem financial performance, was then adjusted for individual performance by an individual performance modifier which can range from 0% to 125%. Awards under the fiscal year 2023 MIP for Adtalem financial performance were earned at 88% of the MIP target for Mr. Beard and the other NEOs. 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 of 125% to reflect individual performance resulting in MIP awards that were earned at 109% of the MIP target for Mr. Beard and the other NEOs. |

  46. Key Fiscal Year 2023 Compensation Decisions

    | LONG-TERM INCENTIVES Page 49 | | In fiscal year 2023, Mr. Beard and the other NEOs received long-term incentive awards consisting of performance-vesting PSUs and service-vesting RSUs. In addition to the PSUs granted in fiscal year 2023, PSUs granted to NEOs(1) in August 2020 for the fiscal year 2021 through fiscal year 2023 three-year performance period vested in August 2023 based on the achievement of ROIC and FCF per share targets that were assessed over the three-year performance period. Based on our financial performance for the three-year performance period, the ROIC and FCF per share PSUs vested with an overall payout of 72.2% and 77.2% of target, respectively. (1) Excluding Mr. Phelan, Mr. Beck, Mr. Herrera, and Mr. Tom, who were not employed by Adtalem at the time of grant. |

  47. Factors Guiding our Decisions

    | ● | Advice of our independent outside compensation consultant. |

  48. EXECUTIVE COMPENSATION GOVERNANCE AND PRACTICES

    | WHAT WE DO | WHAT WE DON’T DO | | ✓ Pay for economic and academic performance ✓ Solicit and value shareholder opinions about our compensation practices ✓ Deliver total direct compensation primarily through variable pay ✓ Set challenging short- and long-term incentive award goals ✓ Provide strong oversight that ensures adherence to incentive grant regulations and limits ✓ Maintain robust stock ownership requirements ✓ Adhere to an incentive compensation recoupment (clawback) policy ✓ Offer market-competitive benefits ✓ Consult with an independent advisor on executive pay practices, plan designs, and 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 ✘ 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 Stock ✘ Reward executives without a link to performance |

  49. 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 (division, geography, and function) ● Require timing of performance periods to match timing of employee’s impact and responsibility (short-, medium-, and long-term) ● Emphasize quality, service, and academic and career results ● Articulate well defined metrics, goals, ranges, limits, and results ● Motivate and reward achievement of strategic goals, with appropriate consequences for failure ● Comply with legislation and 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 business units, geography, and up, down and across the chain of command ● Provide a balance between short- and long-term performance | | Engagement | ● Attract and retain high quality talent and provide for organizational succession ● Provide market competitive total compensation and benefits packages at all levels ● Promote consistent employee development at all levels ● Motivate urgency, creativity, and dedication to Adtalem’s purpose ● Clearly communicate the link between pay and performance | | Transparency | ● Clearly communicate compensation structure, rationale, and outcomes to all employees and shareholders ● Provide simple and understandable structure that is easy for internal and external parties to understand ● Maintain a reasonable and logical relationship between pay at different levels ● Base plan on systematic goals that are objective and clear, with appropriate level of discretion |

  50. 2023 COMPENSATION SNAPSHOT

    | | | Objective | Time Horizon | Performance Measures | Additional Explanation | | Salary (cash) | Base Salary | Reflect experience, market competition and scope of responsibilities | Reviewed Annually | ● Assessment of performance in prior year. | ● Represents 12% to 35% of target Total Direct Compensation for Mr. Beard and other NEOs (on average), respectively. | | Annual Incentive (cash) | MIP | Reward achievement of short-term operational business priorities | 1 year | ● Revenue ● Adjusted Earnings Per Share* ● Individual Performance Modifier | ● Represents 15% to 23% of target Total Direct Compensation for Mr. Beard and other NEOs (on average), respectively. | | Long-Term Incentive (equity) | RSUs | Align interests of management and shareholders, and retain key talent | 3 year ratable | ● Stock price growth | ● Represents 40% of NEO LTI granted in FY23.** | | | Revenue Growth PSUs | Reward achievement of multi-year financial goals, align interests of management and shareholders, and retain key talent | 3 year cliff | ● Revenue Growth | ● Represents 60% of NEO LTI granted in FY23.** | | | EBITDA Margin PSUs | | | ● EBITDA Margin | |

  51. 2023 COMPENSATION SNAPSHOT

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

  52. 2023 COMPENSATION SNAPSHOT

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

  53. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation

  54. Annual Cash Incentive Compensation

    | The annual cash incentive, delivered through the MIP, provides the NEOs with the opportunity to earn rewards based on the achievement of organizational and institutional performance, as well as individual performance. How the MIP Works MIP target award opportunities for each NEO are set by the Compensation Committee based on factors including external surveys of peer company practices for positions with similar levels of responsibility. These targets, which are expressed as a percentage of base salary, are then reviewed at the beginning of each fiscal year based on updated market compensation data. For fiscal year 2023, the MIP provided Mr. Beard with a target award opportunity of 120% of base salary and the other NEOs with a target award opportunity ranging from 60% to 80% of base salary. The target award opportunity for Mr. Beard was increased for fiscal year 2023 from 110% of base salary based on a review of market competitiveness. No other changes were made to the MIP target award opportunity as a percentage of base salary for the other NEOs. For fiscal year 2023, the financial performance measures for the MIP, and the weightings of such measures, were Adtalem revenue (45%) and Adtalem adjusted earnings per share (55%) for Mr. Beard and each of the other NEOs. The weightings of the financial performance measures were changed for fiscal year 2023 from 45% Adtalem adjusted earnings per share for Mr. Beard and 40% Adtalem adjusted earnings per share for the other NEOs and 40% Adtalem revenue for Mr. Beard and 30% Adtalem revenue for the other NEOs. In addition to the change in the weightings of the financial performance measures, the individual performance component of the MIP, which was 15% for Mr. Beard and 30% for the other NEOs, was eliminated and replaced by an individual performance modifier. The individual performance modifier can adjust the MIP award determined based on the financial performance results by a factor that can range from 0% to 125%. The change in the weightings of the financial performance measures and the introduction of an individual performance modifier are intended to place greater emphasis on the financial performance results while continuing to incorporate individual performance into the MIP award. | Creating a Strong Link to Pay-for-Performance We believe the MIP payouts made to our NEOs for fiscal year 2023 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. |

  55. Annual Cash Incentive Compensation

    | Actual MIP awards can be higher or lower than the target opportunity based on the results for each financial performance measure. Performance below the threshold for the goal will result in no payment for that performance goal. Performance at or above threshold can earn an award ranging from 50% of the target amount to a maximum of 200% of the target amount for maximum performance. In addition to the actual financial results achieved, the Compensation Committee, or the independent directors in the case of Mr. Beard, also considers individual performance over the course of the fiscal year for each NEO and may increase or decrease the MIP award as determined based on financial results by applying an individual performance modifier of between 0% and 125%, which can result in a maximum MIP payout of 250% of the target amount. Individual performance goals that factor into the individual performance modifier reflect functional results and/or institution performance appropriate for the NEO, as well as academic outcomes, organizational strength, and the advancement of Adtalem’s core values. Individual performance goals are designed to drive initiatives that support Adtalem’s strategy and further align leadership with Adtalem’s student-focused purpose. The maximum amount of 250% of target rewards exceptional performance compared to expectations, over-delivery of strategic initiatives, and/or achievement of initiatives not contemplated at the time goals were set. Actual earned MIP awards are determined after the fiscal year has ended and audited financial results have been completed (i.e., in the first quarter of the next fiscal year). Thus, MIP awards for fiscal year 2023 were determined and paid in the early part of fiscal year 2024, after the results for the fiscal year ended June 30, 2023 were confirmed. MIP financial performance | 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. |

  56. Annual Cash Incentive Compensation

    | Adtalem Global Education Inc. | 2023 Proxy Statement 45 |

  57. Annual Cash Incentive Compensation

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

  58. 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 relative percentages assigned to the measures for each NEO(1) for fiscal year 2023 are as follows:

  59. Annual Cash Incentive Compensation

    | | | Adtalem | | | Adtalem | Adj. Earnings | | Name | Revenue | Per Share | | Stephen W. Beard | 45% | 55% | | Robert J. Phelan | 45% | 55% | | Douglas G. Beck | 45% | 55% | | Maurice Herrera | 45% | 55% | | Steven Tom | 45% | 55% |

  60. 2023 Performance Goals

    2023 Performance Goals Financial goals set for our MIP participants are derived from Adtalem’s fiscal year operating plans, which are recommended by Adtalem’s executive management team and approved by the Board at the beginning of each fiscal year. For fiscal year 2023, these plans translated to financial performance goals of $1,490.0 million of revenue and $4.30 of adjusted earnings per share. The table below shows the threshold, target, and maximum goals for revenue and adjusted earnings per share under the fiscal year 2023 MIP.

  61. 2023 Performance Goals

    | | Plan | | | | Metric | Threshold | Target | Maximum | | Adtalem Revenue | $1,328 | $1,490 | $1,565 | | Adtalem Adjusted EPS | $3.36 | $4.30 | $4.73 |

  62. 2023 Performance Goals

    The fiscal year 2023 revenue target under the MIP was 7.8% higher than fiscal year 2022 actual results of $1,381.8 million, which reflected expected growth from all three reportable segments. The fiscal year 2023 adjusted earnings per share target goal under MIP was 38.3% higher than fiscal year 2022 actual results of $3.11, which, again reflected expected growth from all segments, lower interest expense, as well as the expected effect of cost control measures across all segments and home office. The Compensation Committee considers the organization’s performance goals to represent the best estimate of what the organization could deliver if management, individually and collectively, were to materially satisfy its goals and objectives for the year. All goals are designed to be aggressive yet achievable, with the expectation that it would take extraordinary performance on the part of management to exceed them to the extent necessary to yield maximum incentive payouts under the MIP. The Compensation Committee approves individual performance goals and objectives for the CEO at the beginning of each fiscal year. The CEO also works collaboratively with the other NEOs in developing their respective individual performance goals and in assigning weightings to such goals to place additional emphasis on 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.

  63. 2023 Performance Goals

    | 46 2023 Proxy Statement | Adtalem Global Education Inc. |

  64. 2023 Performance Goals

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

  65. 2023 Performance Goals

    | | ● ● ● | | Stephen W. Beard (President and Chief Executive Officer) | ● Grow top line revenue ● Deliver two-year value capture cost synergies ● Improve academic outcomes ● Strengthen performance against CEO competencies of strategy, stakeholder management, people management, and leadership culture. | | Robert J. Phelan (Senior Vice President, Chief Financial Officer) | ● Build and develop a high performance team ● Deliver on financial objectives ● Drive execution of our transformation growth plan ● Meet or exceed value capture goal | | Douglas G. Beck (Senior Vice President, General Counsel, Corporate Secretary and Institutional Support Services) | ● Continue to develop a top quality legal and regulatory department ● Maintain Adtalem’s compliance with applicable laws and regulations ● Maintain relationship with Department of Education ● Successfully limit Adtalem’s exposure to potential DeVry University liabilities ● Support Adtalem’s transformation initiatives | | Maurice Herrera (Senior Vice President, Chief Marketing Officer) | ● Deliver on FY23 Plan ● Drive earned media to boost reputation of institutions ● Elevate data driven accountability ● Grow Dotcom traffic share and optimize UX ● Increase marketing team engagement ● Launch distinct and compelling brand campaign for all segments | | Steven Tom (Senior Vice President, Chief Customer Officer) | ● Deliver on FY23 financial objectives & commitment ● Meet or exceed FY23 value capture goal ● Power new and enhanced persistence capabilities for the institutions ● Lead a successful start to growth with purpose transformation ● Drive a market responsive enterprise product portfolio ● Innovate for the benefit of our institutions and students ● Accelerate growth and performance through people |

  66. 2023 Performance Goals

    | Adtalem Global Education Inc. | 2023 Proxy Statement 47 |

  67. Fiscal Year 2023 MIP Decisions

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

  68. Fiscal Year 2023 MIP Decisions

    | ● | Adtalem achieved 58.2% payout for the fiscal year 2023 revenue component; and |

  69. Fiscal Year 2023 MIP Decisions

    | ● | Adtalem achieved 111.6% payout for the fiscal year 2023 adjusted earnings per share component. |

  70. Fiscal Year 2023 MIP Decisions

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

  71. Fiscal Year 2023 MIP Decisions

    | | 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% | $1,328 | $1,490 | $1,565 | $1,451 | 97.3% | 58.2% | | Adtalem Adjusted EPS | 55% | $3.36 | $4.30 | $4.73 | $4.35 | 101.2% | 111.6% | | Organization Performance | 100% | | | | | 99.4% | 88% |

  72. Fiscal Year 2023 MIP Decisions

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

  73. Fiscal Year 2023 MIP Decisions

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

  74. Fiscal Year 2023 MIP Decisions

    | | Annual | | | | | | Target as a | | | | | | Percentage of | Target Award | Actual | Percent of | | Name | Base Salary | Opportunity | Award | Target Earned | | Stephen W. Beard | 120% | $1,101,600 | $1,205,839 | 109% | | Robert J. Phelan | 80% | $391,680 | $428,743 | 109% | | Douglas G. Beck | 70% | $367,710 | $402,505 | 109% | | Maurice Herrera | 60% | $266,220 | $291,411 | 109% | | Steven Tom | 60% | $244,800 | $267,964 | 109% |

  75. Fiscal Year 2023 MIP Decisions

    Set forth below, as an example of the MIP calculation for NEOs, is a summary of the calculation of the fiscal year 2023 award for Mr. Beard:

  76. Fiscal Year 2023 MIP Decisions

    | | | | | | 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% | $1,490 | $1,451 | 97.3% | 111.6% | $495,720 | $288,509 | | Adtalem Adjusted EPS | 55% | $4.30 | $4.35 | 101.2% | 58.2% | $605,880 | $676,162 | | Organizational Performance | 100% | | | | 88% | $1,101,600 | $964,671 | | Individual Performance Modifier | | | | | 1.25x | $— | $241,168 | | Total | | | | | 109% | $1,101,600 | $1,205,839 |

  77. Fiscal Year 2023 MIP Decisions

    In reviewing Mr. Beard’s performance, the independent directors evaluated his performance against each of his individual goals and determined that the application of a 125% individual performance modifier was warranted and appropriate given the financial, operational, and strategic results achieved during fiscal year 2023, as noted below:

  78. Fiscal Year 2023 MIP Decisions

    | ● | Beat consensus for revenue and EPS every quarter |

  79. Fiscal Year 2023 MIP Decisions

    | ● | Improved year-over-year total enrollment |

  80. Fiscal Year 2023 MIP Decisions

    | ● | Exceeded two-year value capture cost synergy target |

  81. Fiscal Year 2023 MIP Decisions

    | ● | Launched and began executing multi-year transformation strategy |

  82. Fiscal Year 2023 MIP Decisions

    | ● | Returned $140 million to shareholders in share repurchases and reduced debt by $151 million |

  83. Fiscal Year 2023 MIP Decisions

    | ● | Built out and strengthened leadership team and enhanced organizational culture |

  84. Fiscal Year 2023 MIP Decisions

    | 48 2023 Proxy Statement | Adtalem Global Education Inc. |

  85. Fiscal Year 2023 MIP Decisions

    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:

  86. Fiscal Year 2023 MIP Decisions

    | Robert J. Phelan | Exceeded guidance for revenue and EPS each quarter Exceeded value capture cost synergy target Completed successful share repurchases and significantly reduced debt Significantly improved and developed a high performing team Drove accountability and support for the execution of the transformation strategy | | Douglas G. Beck | Developed a dynamic and pragmatic approach to risk management Successfully engaged and established a relationship with the Department of Education Strengthened relationship with the Federal government and current Administration Successfully oversaw and managed ongoing litigation | | Maurice Herrera | Drove increased media to boost reputation of the institutions Elevated data driven accountability Grew dotcom traffic share and optimized UX Launched distinct and compelling brand campaign for all the institutions | | Steven Tom | Successfully launched strategy to create holistic One Adtalem Exceeded value capture cost synergy target Powered new and enhanced persistence capabilities for the institutions Drove a market responsive enterprise product portfolio Shaped and launched artificial intelligence efforts |

  87. Long-Term Incentive Compensation

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

  88. Long-Term Incentive Compensation

    | ● | Align executives’ long-term interests with those of our shareholders; |

  89. Long-Term Incentive Compensation

    | ● | Drive achievement of and reward executives for the delivery of long-term business results; and |

  90. Long-Term Incentive Compensation

    | ● | Promote long-term retention of key executives who are critical to our operations. |

  91. How the Long-Term Incentive Plan Works

    How the Long-Term Incentive Plan Works The Compensation Committee granted equity-based awards to each of the NEOs, including Mr. Beard, in August 2022 in the form of RSUs and in February 2023 in the form of PSUs based on both retrospective and prospective considerations and organizational and individual considerations. PSU grants were delayed until February 2023 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.

  92. How the Long-Term Incentive Plan Works

    | Adtalem Global Education Inc. | 2023 Proxy Statement 49 |

  93. How the Long-Term Incentive Plan Works

    | Restricted Stock Units (RSUs): RSUs align the interests of management with those of shareholders and reward long-term value creation. To promote retention, RSUs vest in equal annual installments over a three-year period beginning on the first anniversary of the grant date, subject to the NEO’s continuous service at Adtalem. The vesting schedule was changed from four-year ratable vesting to three-year ratable vesting beginning in fiscal year 2023 to align with majority market practice. Performance Share Units (PSUs): PSUs are designed to reward strong performance based on two financial performance measures. For fiscal year 2023, the Compensation Committee selected Revenue Growth and EBITDA Margin as the financial performance measures to focus executives on growth and profitability. In fiscal year 2023, PSUs granted to the NEOs were split equally among these two financial performance measures. These PSUs vest after three years based on the achievement of Revenue Growth and EBITDA Margin performance as compared to the goals set by the Compensation Committee based on performance averaged over the three-year period. The goals for the PSUs are based on the multi-year strategic plan. In some cases, stretch goals are built in to help bridge to anticipated future year targets to ensure we are appropriately working towards our long-term strategic plan. | Focusing on Long-Term Results The Compensation Committee believes that long-term equity compensation is an important retention tool and, therefore, chose to use a 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. |

  94. Fiscal Year 2023 Long-Term Incentive Decisions

    Fiscal Year 2023 Long-Term Incentive Decisions For fiscal year 2023, NEOs received the following stock-based awards:

  95. Fiscal Year 2023 Long-Term Incentive Decisions

    | | | | 2023 Long-Term | | Name | RSUs | PSUs | Incentive Grant | | Stephen W. Beard | $2,399,899 | $3,409,058 | $5,808,957 | | Robert J. Phelan | $383,888 | $545,806 | $929,694 | | Douglas G. Beck | $205,853 | $292,714 | $498,567 | | Maurice Herrera | $174,061 | $247,432 | $421,493 | | Steven Tom | $160,152 | $227,216 | $387,368 |

  96. Payouts from Fiscal Year 2021 PSU Awards

    Payouts from Fiscal Year 2021 PSU Awards PSU awards granted to Mr. Beard in August 2020 vested in August 2023. The PSU awards were split evenly between ROIC and FCF per share targets over the three-year performance period. The other NEOs did not receive PSUs in August 2020. For the August 2020 PSUs, the funded result for ROIC was 72.2% and the funded result for FCF per share was 77.2%. The tables below show the performance measures and targets established for the August 2020 PSUs, the performance achieved, and the resulting payout.

  97. Payouts from Fiscal Year 2021 PSU Awards

    | | | Performance Goals | | | Payout (as a % of Target) | | Goal | | Threshold (50% Payout) | Target (100% Payout) | Maximum (150% Payout) | | | ROIC | FY21-23 (3-year average) | | | | 72.2% | | FCF per share | FY21-23 (3-year average) | | | | 77.2% |

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

    Payout of Chief Executive Officer’s Fiscal Year 2022 Long-Term Incentive Award In connection with his appointment as President and CEO in September 2021, the Board granted a performance-based equity award to Mr. Beard in November 2021. Under the terms of this performance-based equity award, Mr. Beard received the opportunity to earn up to $2,500,000 in Adtalem common stock based on achievement of critical strategic milestones. 25% of Mr. Beard’s award ($625,000) was based on the successful divesture of the financial services business prior to December 31, 2022. As a result of the closing of the divestiture of the financial services business on March 10, 2022, this portion of Mr. Beard’s award vested on March 10, 2022 and Mr. Beard received 26,031 shares of Adtalem stock based on Adtalem’s closing stock price of $24.01 on March 10, 2022. 75% of Mr. Beard’s award ($1,875,000) was based on the achievement of cost synergy goals related to the Walden University acquisition. This portion of Mr. Beard’s award was split equally ($937,500 each) between (1) run rate cost synergies measured one year from the date of close of the Walden University acquisition (on August 12, 2022), and (2) total run rate cost synergies measured two years from the date of close of the Walden University acquisition (on August 12, 2023). If earned, the award would be settled in shares of Adtalem common stock, with the number of shares awarded based on Adtalem’s closing stock price on the applicable vesting dates. This portion of Mr. Beard’s award included an upside opportunity to earn additional shares if the total run rate cost synergies achieved upon completion of the two-year period exceeded the cost synergy goals. As a result of the

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

    | 50 2023 Proxy Statement | Adtalem Global Education Inc. |

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

    achievement of actual run rate cost synergies in excess of the cost synergy goals, Mr. Beard received a stock payout on August 12, 2022 equal to $937,500, or 24,950 shares of Adtalem stock based on Adtalem’s closing stock price of $37.57 on August 12, 2022, and a stock payout equal to $1,406,250 (150% of the $937,500 target amount), or 31,875 shares of Adtalem stock based on Adtalem’s closing stock price of $44.12 on August 12, 2023. Although the grant of this performance-based equity award to Mr. Beard was made in fiscal 2022 and was included in the Grant of Plan-Based Awards Table in the fiscal year 2022 proxy statement, the summary set forth above is intended to provide the details of the total payouts to Mr. Beard of this performance-based equity award.

  101. Special Supplemental Long-Term Incentive Program

    Special Supplemental Long-Term Incentive Program In connection with Adtalem’s multi-year transformational strategy (“Growth with Purpose”), the Compensation Committee considered providing supplemental compensation opportunities to a select group of Adtalem employees to motivate and reward the execution of the Growth with Purpose transformation. In furtherance of this objective, the Compensation Committee approved a supplemental incentive program, the Growth with Purpose Incentive Program, in early fiscal year 2024 that will reward participating employees for achieving specific transformation initiatives and superior financial results that will result in a step change in the organic growth trajectory of the business, and that will deliver record levels of profitability and drive value creation. The Growth with Purpose Incentive Program is based on a two-year performance period covering fiscal years 2024 and 2025 and includes several different tiers of participating employees, with each tier provided a different level of equity and/or cash incentive award opportunity. Each of Adtalem’s executive officers, including Mr. Beard and the other NEOs, are participants in the top tier of the Growth with Purpose Incentive Program which provides for a grant of PSUs equal in value to 50% of the executive officer’s fiscal year 2024 annual long-term incentive award target opportunity as shown in the table below.

  102. Special Supplemental Long-Term Incentive Program

    | NEO | Annual Long-Term Incentive Award Target Opportunity | Growth with Purpose PSU Grant Value | | Stephen W. Beard | $7,000,000 | $3,500,000 | | Robert J. Phelan | $998,784 | $499,392 | | Douglas G. Beck | $455,435 | $227,718 | | Maurice Herrera | $452,574 | $226,287 | | Steven Tom | $416,160 | $208,080 |

  103. Special Supplemental Long-Term Incentive Program

    The PSUs will be earned based on the achievement of two equally weighted measures: revenue growth and adjusted EBITDA margin goals. Payouts are based upon actual financial performance as measured following the completion of fiscal year 2025. As with the PSUs that are granted annually under Adtalem’s long-term incentive program, the PSUs granted under the Growth with Purpose Incentive Program provide for no payout if actual financial performance is below threshold and for an increased payout if financial performance is above target (up to 200% of the target number of PSUs granted). Although the financial performance measures for the Growth with Purpose Incentive Program PSUs are the same financial performance measures as for the PSUs that were granted in fiscal year 2023 (revenue growth and adjusted EBITDA margin), the Growth with Purpose Incentive Program is designed to be supplemental to the annual PSU program and, accordingly, is based on the achievement of substantially higher levels of revenue growth and adjusted EBITDA margin performance as of the end of fiscal year 2025.

  104. 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. For fiscal year 2023, the Compensation Committee engaged Meridian as its independent executive compensation consultant. Meridian reviewed Adtalem’s executive compensation structure and incentive plan designs and assessed whether the executive compensation program is competitive and supports the Compensation Committee’s goal to align the interests of executive officers with those of shareholders, students, and other stakeholders. For fiscal year 2023, Meridian’s primary areas of assistance were:

  105. Role of the Compensation Consultant

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

  106. Role of the Compensation Consultant

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

  107. Role of the Compensation Consultant

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

  108. Role of the Compensation Consultant

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

  109. 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; |

  110. 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; |

  111. Role of the Compensation Consultant

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

  112. Role of the Compensation Consultant

    | ● | Benchmarking the non-employee director compensation program. |

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

  114. Executive Compensation Peer Group

    Executive Compensation Peer Group To ensure Adtalem continues to provide total executive compensation that is fair and competitively positioned in the marketplace, the Compensation Committee reviews the pay level, mix, and practices of peer group companies. The Compensation Committee does not target any specific percentile levels in establishing compensation levels and opportunities. While including all large publicly-held, private sector higher education organizations, Adtalem’s peer group also includes a broader group of organizations in order to provide more comprehensive compensation data. Adtalem’s expanded peer group includes publicly-held organizations that provide services over an extended period of time. In consideration of Adtalem’s significant focus on healthcare education, which requires attracting and retaining seasoned healthcare professionals and executives, the peer group also includes healthcare services companies. Revenue of most of the peer group organizations is generally between one-half and two times Adtalem’s revenue. The following peer group was used for fiscal year 2023(4):

  115. Executive Compensation Peer Group

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

  116. Executive Compensation Peer Group

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

  117. Executive Compensation Peer Group

    | 52 2023 Proxy Statement | Adtalem Global Education Inc. |

  118. Employment Agreements

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

  119. 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); |

  120. Employment Agreements

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

  121. Employment Agreements

    | ● | Eligibility to receive annual equity awards under Adtalem’s equity awards plan(s); |

  122. Employment Agreements

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

  123. Employment Agreements

    | ● | Severance benefits that will be provided upon certain terminations of employment, as further described on page 61 under the caption “2023 Potential Payments Upon Termination or Change-in-Control.” |

  124. Employment Agreements

    | Adtalem Global Education Inc. | 2023 Proxy Statement 53 |

  125. 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. |

  126. 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 “2023 Potential Payments Upon Termination or Change-in-Control” beginning on page 61 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.

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

  128. Compensation Risk Analysis

    | ● | Adtalem’s compensation programs are well-designed to encourage behaviors aligned with the long-term interests of shareholders. |

  129. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE This table shows the compensation of each of our NEOs for fiscal years ended June 30, 2023, 2022, and 2021.

  130. 2023 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) | ($)(5) | ($)(6) | ($) | | Stephen W. Beard | 2023 | 949,846 | — | 5,808,957 | — | 1,205,839 | 89,452 | 8,054,094 | | President and | 2022 | 828,466 | — | 6,916,139 | 1,103,560 | 258,388 | 97,779 | 9,204,332 | | Chief Executive Officer | 2021 | 600,020 | — | 1,033,340 | 461,377 | 619,200 | 87,943 | 2,801,880 | | Robert J. Phelan | 2023 | 506,585 | — | 929,694 | — | 528,743 | 22,044 | 1,987,066 | | Senior Vice President, | 2022 | 436,615 | — | 651,785 | 38,089 | 106,635 | 67,295 | 1,300,419 | | Chief Financial Officer | 2021 | 350,000 | 60,000 | 306,842 | 47,697 | 242,104 | 37,493 | 1,044,136 | | Douglas G. Beck | 2023 | 543,523 | — | 498,567 | — | 502,505 | 61,977 | 1,606,572 | | Senior Vice President, | 2022 | 512,115 | 170,000 | 479,934 | 120,070 | 129,780 | 30,084 | 1,441,983 | | General Counsel, Corporate Secretary and Institutional Support Services | 2021 | — | — | 1,199,824 | — | 17,490 | — | 1,217,314 | | Maurice Herrera | 2023 | 459,092 | — | 421,493 | — | 391,411 | 116,163 | 1,388,159 | | Senior Vice President, | 2022 | 284,423 | 475,000 | 999,972 | — | 60,409 | 62,087 | 1,881,891 | | Chief Marketing Officer | | | | | | | | | | Steven Tom | 2023 | 422,154 | 612,000 | 387,368 | — | 367,964 | 27,467 | 1,816,953 | | Senior Vice President, | | | | | | | | | | Chief Customer Officer | | | | | | | | |

  131. 2023 SUMMARY COMPENSATION TABLE

    | (1) This column shows the salaries paid by Adtalem to its NEOs in fiscal years 2023, 2022, and 2021. The following NEOs have elected to defer a portion of their salaries under the Nonqualified Deferred Compensation Plan: Mr. Beard ($120,823 for 2023, $144,767 for 2022, and $144,477 for 2021); and Mr. Beck ($45,589 for 2023 and $14,262 for 2022). Amounts shown are inclusive of these deferrals. |

  132. 2023 SUMMARY COMPENSATION TABLE

    | (2) This column includes (i) the $60,000 sign-on bonus paid to Mr. Phelan in fiscal year 2021; (ii) the $170,000 sign-on bonus paid to Mr. Beck in fiscal year 2022; (iii) the $475,000 sign-on bonus paid to Mr. Herrera in fiscal year 2022; and (iv) the $612,000 retention bonus paid to Mr. Tom in fiscal year 2023 in connection with the acquisition of Walden pursuant to the terms of his Retention and Severance Agreement executed in 2021. |

  133. 2023 SUMMARY COMPENSATION TABLE

    | (3) This column includes a sign-on grant value of $500,155 to Mr. Phelan and $999,972 to Mr. Herrera delivered in RSUs in fiscal year 2022 and a sign-on grant value of $1,199,824 to Mr. Beck delivered in RSUs in fiscal year 2021. 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 2023, 2022, and 2021 calculations can be found at Note 18: Stock-Based Compensation to our audited financial statements in Adtalem’s Annual Report on Form 10-K for the year ended June 30, 2023 and Note 17: Stock-Based Compensation to our audited financial statements in Adtalem’s Annual Report on Form 10-K for the years ended June 30, 2022 and 2021, respectively. The grant date fair values of the PSUs are based on the probable outcome of the performance conditions to which the PSUs are subject, and the shares the recipient would receive under such outcome. The 2023 Grants of Plan-Based Awards shows the values of PSU awards, assuming that the highest levels of the performance conditions are achieved. The grant date fair value of the PSUs is $40.43 for 2023. The grant date fair value of the PSU awards assuming achievement of maximum performance would be: Mr. Beard – $6,818,116; Mr. Phelan – $1,091,612; Mr. Beck – $585,428; Mr. Herrera – $494,864; and Mr. Tom – $454,432. |

  134. 2023 SUMMARY COMPENSATION TABLE

    | (4) The amounts reported in the Options Awards column represent the grant date fair value, which is an estimated value computed in accordance with FASB ASC Topic 718. The assumptions used for fiscal years 2022 and 2021 calculations can be found at Note 17: Stock-Based Compensation to our audited financial statements in Adtalem’s Annual Report on Form 10-K for the years ended June 30, 2022 and 2021, respectively. |

  135. 2023 SUMMARY COMPENSATION TABLE

    | (5) The MIP compensation reported in this column was earned in fiscal years 2023, 2022, and 2021 and paid in fiscal years 2024, 2023, and 2022, respectively, based upon the MIP guidelines. Certain NEOs have elected to defer a portion of their MIP compensation under the Nonqualified Deferred Compensation Plan, specifically: Mr. Beard ($120,584 for 2023, $25,839 for 2022, and $61,920 for 2021); and Mr. Beck ($40,250 for 2023 and $12,978 for 2022). Amounts shown are inclusive of these deferrals. In addition to the MIP shown in this column, Mr. Phelan, Mr. Beck, Mr. Herrera, and Mr. Tom each received $100,000 in fiscal year 2023 related to the value capture bonus. |

  136. 2023 SUMMARY COMPENSATION TABLE

    | (6) The amounts indicated in the “all other compensation” column for 2023 include the following: |

  137. 2023 SUMMARY COMPENSATION TABLE

    | ● | Matching contributions credited under the Retirement Plan for Mr. Beard ($19,800); Mr. Phelan ($19,696); Mr. Beck ($20,590); Mr. Herrera ($13,311); and Mr. Tom ($27,023). |

  138. 2023 SUMMARY COMPENSATION TABLE

    | ● | Company contributions credited under the Nonqualified Deferred Compensation Plan for Mr. Beard ($51,577); and Mr. Beck ($26,601). |

  139. 2023 SUMMARY COMPENSATION TABLE

    | ● | Group life insurance premiums paid by Adtalem for Mr. Beard ($1,290); Mr. Phelan ($2,348); Mr. Beck ($2,411); Mr. Herrera ($1,124); and Mr. Tom ($444). |

  140. 2023 SUMMARY COMPENSATION TABLE

    | ● | Personal financial planning services for Mr. Beard ($16,785); and Mr. Beck ($12,375). |

  141. 2023 SUMMARY COMPENSATION TABLE

    | Adtalem Global Education Inc. | 2023 Proxy Statement 57 |

  142. 2023 SUMMARY COMPENSATION TABLE

    | ● | As part of Mr. Herrera’s offer of employment, and to cover the cost of Mr. Herrera’s relocation to the Company’s headquarters location, the Company agreed to provide and gross-up a monthly housing allowance. The total housing allowance and related tax gross-up provided to Mr. Herrera in fiscal year 2023 totaled $101,728. |

  143. 2023 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 61-63 under the caption “Employment Agreements.”

  144. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 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 fiscal year 2023.

  145. 2023 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 | | | | | | | | | | | — | 1,101,600 | 2,754,000 | | | | | | | 2/15/2023 | | | | 42,160 | 84,320 | 168,640 | | 3,409,058 | | 8/24/2022 | | | | | | | 60,390 | 2,399,899 | | Robert J. Phelan | | | | | | | | | | | — | 391,680 | 979,200 | | | | | | | 2/15/2023 | | | | 6,750 | 13,500 | 27,000 | | 545,806 | | 8/24/2022 | | | | | | | 9,660 | 383,888 | | Douglas G. Beck | | | | | | | | | | | — | 367,710 | 919,275 | | | | | | | 2/15/2023 | | | | 3,620 | 7,240 | 14,480 | | 292,714 | | 8/24/2022 | | | | | | | 5,180 | 205,853 | | Maurice Herrera | | | | | | | | | | | — | 266,220 | 665,550 | | | | | | | 2/15/2023 | | | | 3,060 | 6,120 | 12,240 | | 247,432 | | 8/24/2022 | | | | | | | 4,380 | 174,061 | | Steven Tom | | | | | | | | | | | — | 244,800 | 612,000 | | | | | | | 2/15/2023 | | | | 2,810 | 5,620 | 11,240 | | 227,216 | | 8/24/2022 | | | | | | | 4,030 | 160,152 |

  146. 2023 GRANTS OF PLAN-BASED AWARDS

    | (1) Payouts under the MIP were based on performance in fiscal year 2023. Therefore, the information in the “Threshold,” “Target,” and “Maximum” columns reflect the range of potential payouts when the performance goals were set on November 9, 2022. The amounts actually paid under the MIP for fiscal year 2023 appear in the “Non-Equity Incentive Plan Compensation” column of the 2023 Summary Compensation Table. |

  147. 2023 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. |

  148. 2023 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. |

  149. 2023 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. |

  150. 2023 GRANTS OF PLAN-BASED AWARDS

    | (5) PSUs were granted under the 2013 Incentive Plan. 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 over a period of three fiscal years. PSUs will pay out 0% for below threshold performance, and between 50% of target payout for threshold performance and 200% of target for achieving maximum performance or above. Straight-line interpolation will be used to determine achievement between threshold and target. |

  151. 2023 GRANTS OF PLAN-BASED AWARDS

    | (6) This column shows the grant date fair value of RSUs granted on August 24, 2022 and PSUs (assuming payout at target value) granted on February 15, 2023 in fiscal year 2023, computed in accordance with FASB ASC Topic 718, which was $39.74 for RSUs and $40.43 for PSUs. |

  152. 2023 GRANTS OF PLAN-BASED AWARDS

    | 58 2023 Proxy Statement | Adtalem Global Education Inc. |

  153. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END This table sets forth information for each NEO with respect to stock options, RSUs, and PSUs held by the NEOs as of June 30, 2023.

  154. 2023 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 | | | | | | | 16,162 | 5,388 | 43.39 | 8/28/2029 | | | | | | | 18,862 | 18,863 | 32.03 | 8/26/2030 | | | | | | | 18,343 | 55,032 | 37.79 | 9/8/2031 | | | | | | | | | | | 157,253 | 5,400,068 | 102,380 | 4,453,229 | | Robert J. Phelan | 1,950 | 1,950 | 32.03 | 8/26/2030 | | | | | | | 656 | 1,969 | 36.46 | 8/25/2031 | | | | | | | | | | | 28,190 | 968,045 | 18,160 | 623,614 | | Douglas G. Beck | 2,068 | 6,207 | 36.46 | 8/25/2031 | | | | | | | | | | | 24,455 | 839,785 | 16,100 | 552,874 | | Maurice Herrera | | | | | 24,080 | 826,907 | 6,120 | 210,161 | | Steven Tom | 1,325 | 3,975 | 36.46 | 8/25/2031 | | | | | | | | | | | 6,408 | 220,051 | 11,300 | 388,042 |

  155. 2023 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. |

  156. 2023 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 |

  157. 2023 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 fiscal year 2023. Beginning in fiscal year 2023, RSUs vest 33% on each of the first three anniversaries of the date of grant. In addition to the annual grant, Mr. Phelan’s received a RSU grant on May 12, 2021 as part of compensation upon his appointment as Interim Chief Financial Officer, which vests 100% on the third anniversary of the date of grant. Mr. Herrera received a RSU grant on November 10, 2021 as part of an initial sign-on award granted upon his appointment as Chief Marketing Officer, which vests 33% on each of the first, second, and third anniversaries of the date of grant. |

  158. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | Number of RSUs Vesting | | | | | | Name | Grant Date | Year 1 | Year 2 | Year 3 | Year 4 | Total | | Stephen W. Beard | 8/28/2019 | — | — | — | 1,153 | 1,153 | | Stephen W. Beard | 8/26/2020 | — | — | 4,032 | 4,033 | 8,065 | | Stephen W. Beard | 9/8/2021 | — | 29,215 | 29,215 | 29,215 | 87,645 | | Stephen W. Beard | 8/24/2022 | 20,130 | 20,130 | 20,130 | — | 60,390 | | Robert J. Phelan | 8/26/2020 | — | — | 417 | 418 | 835 | | Robert J. Phelan | 5/12/2021 | — | — | 5,440 | — | 5,440 | | Robert J. Phelan | 8/25/2021 | — | 390 | 390 | 390 | 1,170 | | Robert J. Phelan | 11/10/2021 | — | 3,695 | 3,695 | 3,695 | 11,085 | | Robert J. Phelan | 8/24/2022 | 3,220 | 3,220 | 3,220 | — | 9,660 | | Douglas G. Beck | 6/14/2021 | — | — | 7,785 | 7,785 | 15,570 | | Douglas G. Beck | 8/25/2021 | — | 1,235 | 1,235 | 1,235 | 3,705 | | Douglas G. Beck | 8/24/2022 | 1,726 | 1,727 | 1,727 | — | 5,180 | | Maurice Herrera | 11/10/2021 | — | 9,850 | 9,850 | — | 19,700 | | Maurice Herrera | 8/24/2022 | 1,460 | 1,460 | 1,460 | — | 4,380 | | Steven Tom | 8/25/2021 | — | 793 | 792 | 793 | 2,378 | | Steven Tom | 8/24/2022 | 1,343 | 1,343 | 1,344 | — | 4,030 |

  159. 2023 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 $34.34 (the closing market price of Adtalem’s Common Stock on June 30, 2023). |

  160. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Adtalem Global Education Inc. | 2023 Proxy Statement 59 |

  161. 2023 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, except for Mr. Beard’s November 10, 2021 dated grants. As part of Mr. Beard’s initial sign-on award granted upon his appointment as President and CEO, Mr. Beard’s November 10, 2021 dated grants included an award with regards to achievement of cost synergy goals related to the Walden University acquisition, which vests 50% on each of the first and second anniversary of the date of the Walden University acquisition. For additional information on Mr. Beard’s initial sign-on award granted upon his appointment as President and CEO, please see “Payout of Chief Executive Officer’s Fiscal Year 2022 Long-Term Incentive Award” in the Compensation Discussion & Analysis section. |

  162. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | Vesting | Number of | | Name | Grant Date | Date | PSUs Vesting | | Stephen W. Beard | 11/17/2020 | 8/26/2023 | 18,060 | | Stephen W. Beard(1) | 11/10/2021 | 8/12/2023 | $937,500 | | Stephen W. Beard | 2/15/2023 | 8/24/2025 | 84,320 | | Robert J. Phelan | 11/17/2020 | 8/26/2023 | 1,860 | | Robert J. Phelan | 11/10/2021 | 8/31/2024 | 2,800 | | Robert J. Phelan | 2/15/2023 | 8/24/2025 | 13,500 | | Douglas G. Beck | 11/10/2021 | 8/31/2024 | 8,860 | | Douglas G. Beck | 2/15/2023 | 8/24/2025 | 7,240 | | Maurice Herrera | 11/10/2021 | 8/31/2024 | 6,120 | | Steven Tom | 11/10/2021 | 8/31/2024 | 5,680 | | Steven Tom | 2/15/2023 | 8/24/2025 | 5,620 |

  163. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) This award was issued at a set dollar value to be settled in shares based on the stock price on the future vesting date. |

  164. 2023 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 $34.34 (the closing market price of Adtalem’s Common Stock on June 30, 2023). The value provided assumes a PSU payout at target value. |

  165. 2023 OPTIONS EXERCISES AND STOCK VESTED

    2023 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 fiscal year 2023.

  166. 2023 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 | — | — | 67,022 | 2,544,181 | | Robert J. Phelan | — | — | 7,427 | 308,486 | | Douglas G. Beck | — | — | 9,020 | 357,357 | | Maurice Herrera | — | — | 9,850 | 422,664 | | Steven Tom | — | — | 792 | 32,567 |

  167. 2023 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 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. |

  168. 2023 OPTIONS EXERCISES AND STOCK VESTED

    | (2) Value Realized on Vesting. For Mr. Beard, this amount represents PSUs granted in August 2019 that vested in August 2022 and PSUs granted in November 2021 that vested in August 2022. For Mr. Beard, this amount represents RSUs granted in August 2018, August 2019, and August 2020 that vested in August 2022 and RSUs granted in September 2021 that vested in September 2022. For Mr. Phelan, this amount represents RSUs granted in February 2020 that vested in February 2023, RSUs granted in August 2020 and August 2021 that vested in August 2022, and RSUs granted in November 2021 that vested in November 2022. For Mr. Beck, this amount represents RSUs granted in June 2021 that vested in June 2023 and RSUs granted in August 2021 that vested in August 2022. For Mr. Herrera, this amount represents RSUs granted in November 2021 that vested in November 2022. For Mr. Tom, this amount represents RSUs granted in August 2021 that vested in August 2022. |

  169. 2023 OPTIONS EXERCISES AND STOCK VESTED

    | 60 2023 Proxy Statement | Adtalem Global Education Inc. |

  170. 2023 NONQUALIFIED DEFERRED COMPENSATION

    2023 NONQUALIFIED DEFERRED COMPENSATION This table sets forth information about activity for NEOs in our Nonqualified Deferred Compensation Plan during fiscal year 2023.

  171. 2023 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 | 120,823 | 51,577 | 2,629 | 500,831 | | Robert J. Phelan | — | — | — | — | | Douglas G. Beck | 45,589 | 26,601 | 5,044 | 90,344 | | Maurice Herrera | — | — | — | — | | Steven Tom | — | — | — | — |

  172. 2023 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 2023 Summary Compensation Table, either in the “Salary” or “Non-Equity Incentive Plan Compensation” column. See footnotes 1 and 5 of the 2023 Summary Compensation Table for specific deferrals made by each NEO. |

  173. 2023 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 2023 Summary Compensation Table in the “All Other Compensation” column. |

  174. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | (3) Aggregate Earnings in Last Fiscal Year. These amounts represent the earnings in the Nonqualified Deferred Compensation Plan for fiscal year 2023. These amounts are not reported in the 2023 Summary Compensation Table. |

  175. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | (4) Aggregate Balance at Last Fiscal Year End. The aggregate balance as of June 30, 2023 reported in this column for each NEO reflects amounts that either are currently reported or were previously reported as compensation in the 2023 Summary Compensation Table for current or prior years, except for the aggregate earnings on deferred compensation. |

  176. 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.

  177. 2023 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    2023 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.

  178. 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 2023 Summary Compensation Table, to the annual total compensation of our median employee. For fiscal year 2023, we identified the median employee by comparing the annual salary rate of pay for all individuals, excluding our CEO, who were employed by Adtalem on June 25, 2023 using information from our company payroll system. We included all full-time and part-time employees, including adjunct faculty and federal work-study student workers. Compensation was annualized for all employees who were hired by us in fiscal year 2023 but did not work for us for the entire year. No annualization was applied to any adjunct faculty as permitted under the rules. Fiscal year 2023 annual total compensation for the median employee was calculated in the same manner as reflected in the 2023 Summary Compensation Table for our CEO. Based on the methodology described above, we have determined that fiscal year 2023 annual total compensation of our median employee was $40,846 The annual total compensation of our CEO for fiscal year 2023 was $8,054,094. The ratio of our CEO’s fiscal year 2023 annual total compensation to the fiscal year 2023 annual total compensation of our median employee is 197:1. This CEO pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. The CEO pay ratio reported by other companies may not be comparable to our CEO pay ratio reported above, because SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices.

  179. CEO PAY RATIO

    | Adtalem Global Education Inc. | 2023 Proxy Statement 63 |

  180. 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 2023 Annual Meeting of Shareholders pursuant to the rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and any other related disclosures is hereby APPROVED.” Approval of this proposal will require the affirmative vote of a majority of the shares of Common Stock of Adtalem represented at the Annual Meeting. Abstentions will be treated as a vote AGAINST the proposal, while broker non-votes, if any, will not be counted as votes represented and entitled to vote and, therefore, will have no effect on the result of the vote for this proposal. See VOTING INFORMATION – Effect of Not Casting Your Vote. If you sign and return your proxy card but give no direction or complete the telephonic or internet voting procedures but do not specify how you want to vote your shares, the shares will be voted FOR approval of the compensation paid to our named executive officers during the fiscal year ended June 30, 2023. The vote approving the compensation paid to our NEOs during 2023 is advisory and not binding on the Company, the Board, or the Compensation Committee of the Board. However, the Compensation Committee of the Board expects to take into account the outcome of the vote as it considers our executive compensation program.

  181. CEO PAY RATIO

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

  182. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  183. 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. Also refer to the 2023 Summary Compensation Table (“SCT”) for information on the SCT data presented below. The pay versus performance table includes information for fiscal years ended June 30, 2023, 2022, and 2021.

  184. 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) | | 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% |

  185. 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: |

  186. PAY VERSUS PERFORMANCE TABLE

    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

  187. 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. |

  188. PAY VERSUS PERFORMANCE TABLE

    | 64 2023 Proxy Statement | Adtalem Global Education Inc. |

  189. PAY VERSUS PERFORMANCE TABLE

    First PEO SCT Total to CAP Reconciliation:

  190. 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 ($) | CAP to First PEO ($) | | 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 |

  191. PAY VERSUS PERFORMANCE TABLE

    Second PEO SCT Total to CAP Reconciliation:

  192. 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 ($) | CAP to Second PEO ($) | | 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 |

  193. PAY VERSUS PERFORMANCE TABLE

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

  194. 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 ($) | Average CAP to non-PEO NEOs ($) | | 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 |

  195. 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 fiscal year 2023. |

  196. PAY VERSUS PERFORMANCE TABLE

    | (4) Adtalem acquired Walden University on August 12, 2021 (during fiscal year 2022) and the timing of the acquisition is impacting Adtalem’s revenue growth percentages in fiscal year 2022 and 2023. |

  197. 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, and 2023 and (1) Adtalem TSR, (2) our Net Income, and (3) our Revenue Growth. In addition, the first graph below compares our TSR and peer group TSR for the indicated years.

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

    | 66 2023 Proxy Statement | Adtalem Global Education Inc. |

  199. 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.