XML 34 R24.htm IDEA: XBRL DOCUMENT
v3.22.1

Stock-Based Compensation | 9 Months Ended
--- | ---
Mar. 31, 2022
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
Stock-Based Compensation | 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, which are administered by the Compensation Committee of the Board. 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, and 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. 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 unvested awards in the period they occur. As of March 31, 2022, 3,138,336 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 nine months ended March 31, 2022: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | Weighted-Average | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | Remaining | ​ | Aggregate
​ | ​ | Number of | ​ | Weighted-Average | ​ | Contractual Life | ​ | Intrinsic Value
​ | ​ | Options | ​ | Exercise Price | ​ | (in years) | ​ | (in thousands)
Outstanding as of July 1, 2021 |  | 1,561,049 | ​ | $ | 32.05 |  | ​ | ​ | ​ | ​
Granted |  | 181,825 | ​ |  | 37.00 |  | ​ | ​ | ​ | ​
Exercised |  | (397,870) | ​ | ​ | 21.19 |  | ​ | ​ | ​ | ​
Forfeited |  | (132,807) | ​ | ​ | 40.11 |  | ​ | ​ | ​ | ​
Expired |  | (49,650) | ​ | ​ | 41.87 |  | ​ | ​ | ​ | ​
Outstanding as of March 31, 2022 |  | 1,162,547 | ​ |  | 35.19 |  | 6.5 | ​ | $ | 655
Exercisable as of March 31, 2022 |  | 744,087 | ​ | $ | 34.42 |  | 5.3 | ​ | $ | 655
​ The total intrinsic value of options exercised for the nine months ended March 31, 2022 and 2021 was $6.8 million and $0.7 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 the first nine months of fiscal years 2022 and 2021 was $14.72 and $12.23, per share, respectively. The fair value of Adtalem’s stock option grants was estimated assuming the following weighted-average assumptions: ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Fiscal Year
​ | ​ | 2022 | ​ | 2021 | ​
Expected life (in years) |  | 6.56 |  | 6.54 |
Expected volatility |  | 39.99 | % | 39.27 | %
Risk-free interest rate |  | 0.94 | % | 0.45 | %
Dividend yield |  | 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. During the first nine months of fiscal year 2022, Adtalem granted 719,121 RSUs to selected employees and directors. Of these, 227,790 were performance-based RSUs and 491,331 were 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. Non-performance-based RSUs are subject to restrictions which lapse ratably over one, two, 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 nine months ended March 31, 2022: ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted-Average
​ | ​ | Number of | ​ | Grant Date
​ | ​ | RSUs | ​ | Fair Value
Outstanding as of July 1, 2021 |  | 888,005 | ​ | $ | 35.84
Granted |  | 719,121 | ​ |  | 35.15
Vested |  | (269,117) | ​ |  | 37.78
Forfeited |  | (161,742) | ​ |  | 34.58
Outstanding as of March 31, 2022 |  | 1,176,267 | ​ | $ | 35.15
​ The weighted-average estimated grant date fair values of RSUs granted at market price under Adtalem’s stock-based incentive plans during the first nine months of fiscal years 2022 and 2021 were $35.15 and $30.62, per share, respectively. Stock-based compensation expense, which is primarily included in student services and administrative expense, and the related income tax benefit were as follows (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Nine Months Ended | ​
​ | ​ | March 31, | ​ | March 31, | ​
​ | ​ | 2022 | ​ | 2021 | ​ | 2022 | ​ | 2021 | ​
Stock-based compensation | ​ | $ | 4,673 | ​ | $ | 3,462 | ​ | $ | 18,604 | ​ | $ | 10,429 | ​
Income tax benefit | ​ |  | (1,137) | ​ |  | (876) | ​ |  | (3,630) | ​ |  | (1,912) | ​
Stock-based compensation, net of tax | ​ | $ | 3,536 | ​ | $ | 2,586 | ​ | $ | 14,974 | ​ | $ | 8,517 | ​
​ As of March 31, 2022, $22.9 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 2.4 years. The total fair value of options and RSUs vested during the nine months ended March 31, 2022 and 2021 was $14.5 million and $17.1 million, respectively. There was no capitalized stock-based compensation cost as of each of March 31, 2022, June 30, 2021, and March 31, 2021. 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.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration