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Stock-Based Compensation

12 Months Ended

Jun. 30, 2020

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

17. Stock-Based Compensation

Adtalem maintains two stock-based incentive plans: the Amended and Restated Incentive Plan of 2005 and the Fourth Amended and Restated Incentive Plan of 2013. Under these plans, directors, key executives, and managerial employees are eligible to receive incentive stock or nonqualified options to purchase shares of Adtalem’s common stock. The Fourth Amended and Restated Incentive Plan of 2013 and the Amended and Restated Incentive Plan of 2005 also permit the granting of stock appreciation rights, restricted stock units (“RSUs”), performance-based RSUs, and other stock and cash-based compensation. Although options remain outstanding under the 2005 incentive plan, no further stock-based grants will be issued under this plan. The Fourth Amended and Restated Incentive Plan of 2013 and the Amended and Restated Incentive Plan of 2005 are administered by the Compensation Committee of the Board. Options are granted for terms of up to ten years and can vest immediately or over periods of up to five years. The requisite service period is equal to the vesting period. The option price under the plans is the fair market value of the shares on the date of the grant.

Stock-based compensation expense is measured at the grant date based on the fair value of the award. Adtalem accounts for stock-based compensation granted to retirement eligible employees that fully vests upon an employee’s retirement under the non-substantive vesting period approach. Under this approach, the entire stock-based compensation expense is recognized at the grant date for stock-based grants issued to retirement eligible employees. For non-retirement eligible

employees, stock-based compensation expense is recognized as expense over the employee requisite service period. We account for forfeitures of outstanding but unvested grants in the period they occur.

As of June 30, 2020, 4,374,281 shares were authorized for issuance but not issued or subject to outstanding awards under Adtalem’s stock-based incentive plans.

The following is a summary of options activity for the year ended June 30, 2020:


				Weighted-Average
				Remaining	Aggregate
	Number of	Weighted-Average		Contractual Life	Intrinsic Value
	Options	Exercise Price		(in years)	(in thousands)
Outstanding as of July 1, 2019	1,488,478	$	31.33
Granted	229,125		43.39
Exercised	(135,849)		27.82
Forfeited	(65,946)		43.01
Expired	(76,178)		51.46
Outstanding as of June 30, 2020	1,439,630		31.95	6.39	$	5,468
Exercisable as of June 30, 2020	726,604	$	27.28	5.11	$	4,886

The total intrinsic value of options exercised for the years ended June 30, 2020, 2019, and 2018 was $1.2 million, $4.4 million, and $11.4 million, respectively.

The fair value of Adtalem’s stock option awards was estimated using a binomial model. This model uses historical cancellation and exercise experience of Adtalem to determine the option value. It also takes into account the illiquid nature of employee options during the vesting period.

The weighted-average estimated grant date fair value of options granted at market price under Adtalem’s stock-based incentive plans during fiscal years 2020, 2019, and 2018 was $16.98, $20.96, and $14.63, per share, respectively. The fair value of Adtalem’s stock option grants was estimated assuming the following weighted-average assumptions:


	Fiscal Year
	2020		2019		2018
Expected life (in years)	6.51		6.50		6.68
Expected volatility	37.66	%	39.60	%	41.45	%
Risk-free interest rate	1.40	%	2.73	%	1.95	%
Dividend yield	0.00	%	0.00	%	0.00	%

The expected life of the options granted is based on the weighted-average exercise life with age and salary adjustment factors from historical exercise behavior. Adtalem’s expected volatility is computed by combining and weighting the implied market volatility, the most recent volatility over the expected life of the option grant, and Adtalem’s long-term historical volatility.

If factors change and different assumptions are employed in the valuation of stock-based grants in future periods, the stock-based compensation expense that Adtalem records may differ significantly from what was recorded in previous periods.

During fiscal year 2020, Adtalem granted 414,810 RSUs to selected employees and directors. Of these, 135,660 are performance-based RSUs and 279,150 are non-performance-based RSUs. Performance-based RSUs are earned by the recipients over a three-year period based on achievement of return on invested capital and free cash flow per share. Certain awards are subject to achievement of a minimum level of Adtalem’s earnings before interest, taxes, depreciation, and amortization, calculated on a non-GAAP basis. Non-performance-based RSUs are subject to restrictions which lapse ratably over one, three, or four-year periods on the grant anniversary date based on the recipient’s continued service on the Board, employment with Adtalem, or upon retirement. During the restriction period, the recipient of the non-

performance-based RSUs has the right to receive dividend equivalents, if any. This right does not pertain to the performance-based RSUs. The following is a summary of RSU activity for the year ended June 30, 2020:


		Weighted-Average
	Number of	Grant Date
	RSUs	Fair Value
Outstanding as of July 1, 2019	878,030	$	34.86
Granted	414,810		42.22
Vested	(385,913)		28.37
Forfeited	(138,954)		41.24
Outstanding as of June 30, 2020	767,973	$	39.42

The weighted-average estimated grant date fair values of RSUs granted at market price under Adtalem’s stock-based incentive plans during fiscal years 2020, 2019, and 2018 were $42.22, $49.57, and $34.67, per share, respectively.

The following table shows total stock-based compensation expense included in the Consolidated Statements of Income (Loss) (in thousands):


	Year Ended June 30,
	2020		2019		2018
Cost of educational services	$	1,334	$	1,239	$	4,464
Student services and administrative expense		13,250		11,978		9,487
Restructuring expense		—		—		548
		14,584		13,217		14,499
Income tax benefit		(4,611)		(4,685)		(5,829)
Net stock-based compensation expense	$	9,973	$	8,532	$	8,670

As of June 30, 2020, $17.9 million of total pre-tax unrecognized stock-based compensation expense related to unvested grants is expected to be recognized over a weighted-average period of 2.2 years. The total fair value of options and RSUs vested during the years ended June 30, 2020, 2019, and 2018 was approximately $14.5 million, $14.9 million, and $14.8 million, respectively.

There was no capitalized stock-based compensation cost at each of June 30, 2020 and 2019.

Adtalem has an established practice of issuing new shares of common stock to satisfy stock-based grant exercises. However, Adtalem also may issue treasury shares to satisfy stock-based grant exercises under certain of its stock-based incentive plans.