XML 92 R2.htm IDEA: XBRL DOCUMENT v3.25.2
Pay vs Performance Disclosure
12 Months Ended
Jun. 30, 2025
USD ($)
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Jun. 30, 2021
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

Value of Initial Fixed $100 Investment Based On:

Fiscal Year

SCT Total for First PEO
($)(1)

SCT Total for Second PEO
($)(1)

CAP to First PEO
($)(2)

CAP to Second PEO
($)(2)

Average SCT Total for non-PEO NEOs
($)(1)

Average CAP to non-PEO NEOs
($)(2)

Adtalem Total Shareholder Return
($)(3)

Peer Group Total Shareholder Return
($)(3)

Net Income
($ in thousands)

Company Selected Measure: Revenue Growth (4)

2025

n/a

17,244,988

n/a

120,351,401

1,970,444

8,993,736

408

213

237,065

12.9%

2024

n/a

14,302,581

n/a

30,032,741

2,390,184

4,074,936

219

163

136,777

9.2%

2023

n/a

8,054,094

n/a

8,364,122

1,699,688

1,762,437

110

115

93,358

5.0%

2022

6,276,069

9,204,332

6,757,452

8,973,854

1,851,310

1,867,071

115

110

310,991

53.7%

2021

8,528,433

n/a

10,373,072

n/a

1,766,966

1,433,322

114

104

70,027

3.9%

(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:

2025: Robert J. Phelan, Douglas G. Beck, Michael Betz, Scott Liles

2024: Robert J. Phelan, Douglas G. Beck, Michael Betz, Maurice Herrera

2023: Robert J. Phelan, Douglas G. Beck, Maurice Herrera, and Steven Tom

2022: Robert J. Phelan, Douglas G. Beck, John W. Danaher, and Maurice Herrera

2021: Robert J. Phelan, Stephen W. Beard, Douglas G. Beck, Kathy Boden-Holland, and Michael O. Randolfi

(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.

First PEO SCT Total to CAP Reconciliation:

Fiscal Year

SCT Total for First PEO
($)

Less: SCT Total Equity (Stock Awards + Option Awards)
($)

Plus: Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year
($)

Plus: Fair Value as of Vest Date of Stock and Option Awards Granted and Vested in Covered Year
($)

Plus: Change in Fair Value of Outstanding and Unvested Stock and Option Awards From Prior Years
($)

Plus: Change in Fair Value of Stock and Option Awards From Prior Years that Vested in the Covered Year
($)

Less: Fair Value as of Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year
($)

CAP to First PEO
($)

2025

 

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

2024

 

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

2023

 

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

2022

 

6,276,069

(4,999,803)

5,167,325

190,398

123,463

6,757,452

2021

 

8,528,433

(5,785,373)

6,891,998

630,983

107,031

10,373,072

Second PEO SCT Total to CAP Reconciliation:

Fiscal Year

SCT Total for Second PEO
($)

Less: SCT Total Equity (Stock Awards + Option Awards)
($)

Plus: Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year
($)

Plus: Fair Value as of Vest Date of Stock and Option Awards Granted and Vested in Covered Year
($)

Plus: Change in Fair Value of Outstanding and Unvested Stock and Option Awards From Prior Years
($)

Plus: Change in Fair Value of Stock and Option Awards From Prior Years that Vested in the Covered Year
($)

Less: Fair Value as of Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year
($)

CAP to Second PEO
($)

2025

17,244,988

(13,999,529)

31,717,166

84,949,148

439,628

120,351,401

2024

14,302,581

(10,499,903)

17,212,207

8,342,349

675,507

30,032,741

2023

8,054,094

(5,808,957)

6,417,116

(286,448)

(11,683)

8,364,122

2022

9,204,332

(8,019,699)

7,168,073

625,000

53,564

(57,416)

8,973,854

2021

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

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

Fiscal Year

Average SCT Total for non-PEO NEOs
($)

Less: SCT Total Equity (Stock Awards + Option Awards)
($)

Plus: Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year
($)

Plus: Fair Value as of Vest Date of Stock and Option Awards Granted and Vested in Covered Year
($)

Plus: Change in Fair Value of Outstanding and Unvested Stock and Option Awards From Prior Years
($)

Plus: Change in Fair Value of Stock and Option Awards From Prior Years that Vested in the Covered Year
($)

Less: Fair Value as of Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year
($)

Average CAP to non-PEO NEOs
($)

2025

1,970,444

(711,388)

1,611,686

5,994,552

128,442

8,993,736

2024

 

2,390,184

(986,649)

1,609,794

821,826

239,781

4,074,936

2023

 

1,699,688

(559,281)

617,862

(36,114)

40,282

1,762,437

2022

 

1,851,310

(1,047,505)

1,078,377

3,532

(18,643)

1,867,071

2021

 

1,766,966

(1,034,209)

1,159,225

58,941

22,460

(540,061)

1,433,322

(3)Adtalem Total Shareholder Return (“TSR”) and Peer Group TSR assume a respective investment of $100 on June 30, 2020 in common stock and also assumes the reinvestment of dividends. Additionally, the Peer Group is weighted by the market capitalization of each component company. The Peer Group consists of American Public Education, Inc. (APEI), Graham Holdings Company (GHC), Grand Canyon Education, Inc. (LOPE), Laureate Education, Inc. (LAUR), Perdoceo Education Corporation (formerly known as Career Education Corporation) (PRDO), and Strategic Education, Inc. (formerly known as Strayer Education, Inc.) (STRA). It is consistent with the Peer Group described in our Form 10-K for FY24.
(4)Adtalem acquired Walden University on August 12, 2021 (during FY22) and the timing of the acquisition is impacting Adtalem’s revenue growth percentages in FY22 and 2023.
       
Company Selected Measure Name revenue growth        
Named Executive Officers, Footnote
(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:

2025: Robert J. Phelan, Douglas G. Beck, Michael Betz, Scott Liles

2024: Robert J. Phelan, Douglas G. Beck, Michael Betz, Maurice Herrera

2023: Robert J. Phelan, Douglas G. Beck, Maurice Herrera, and Steven Tom

2022: Robert J. Phelan, Douglas G. Beck, John W. Danaher, and Maurice Herrera

2021: Robert J. Phelan, Stephen W. Beard, Douglas G. Beck, Kathy Boden-Holland, and Michael O. Randolfi

       
Peer Group Issuers, Footnote
(3)Adtalem Total Shareholder Return (“TSR”) and Peer Group TSR assume a respective investment of $100 on June 30, 2020 in common stock and also assumes the reinvestment of dividends. Additionally, the Peer Group is weighted by the market capitalization of each component company. The Peer Group consists of American Public Education, Inc. (APEI), Graham Holdings Company (GHC), Grand Canyon Education, Inc. (LOPE), Laureate Education, Inc. (LAUR), Perdoceo Education Corporation (formerly known as Career Education Corporation) (PRDO), and Strategic Education, Inc. (formerly known as Strayer Education, Inc.) (STRA). It is consistent with the Peer Group described in our Form 10-K for FY24.
       
Adjustment To PEO Compensation, Footnote
(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.

First PEO SCT Total to CAP Reconciliation:

Fiscal Year

SCT Total for First PEO
($)

Less: SCT Total Equity (Stock Awards + Option Awards)
($)

Plus: Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year
($)

Plus: Fair Value as of Vest Date of Stock and Option Awards Granted and Vested in Covered Year
($)

Plus: Change in Fair Value of Outstanding and Unvested Stock and Option Awards From Prior Years
($)

Plus: Change in Fair Value of Stock and Option Awards From Prior Years that Vested in the Covered Year
($)

Less: Fair Value as of Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year
($)

CAP to First PEO
($)

2025

 

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

2024

 

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

2023

 

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

2022

 

6,276,069

(4,999,803)

5,167,325

190,398

123,463

6,757,452

2021

 

8,528,433

(5,785,373)

6,891,998

630,983

107,031

10,373,072

Second PEO SCT Total to CAP Reconciliation:

Fiscal Year

SCT Total for Second PEO
($)

Less: SCT Total Equity (Stock Awards + Option Awards)
($)

Plus: Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year
($)

Plus: Fair Value as of Vest Date of Stock and Option Awards Granted and Vested in Covered Year
($)

Plus: Change in Fair Value of Outstanding and Unvested Stock and Option Awards From Prior Years
($)

Plus: Change in Fair Value of Stock and Option Awards From Prior Years that Vested in the Covered Year
($)

Less: Fair Value as of Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year
($)

CAP to Second PEO
($)

2025

17,244,988

(13,999,529)

31,717,166

84,949,148

439,628

120,351,401

2024

14,302,581

(10,499,903)

17,212,207

8,342,349

675,507

30,032,741

2023

8,054,094

(5,808,957)

6,417,116

(286,448)

(11,683)

8,364,122

2022

9,204,332

(8,019,699)

7,168,073

625,000

53,564

(57,416)

8,973,854

2021

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

       
Non-PEO NEO Average Total Compensation Amount $ 1,970,444 $ 2,390,184 $ 1,699,688 $ 1,851,310 $ 1,766,966
Non-PEO NEO Average Compensation Actually Paid Amount $ 8,993,736 4,074,936 1,762,437 1,867,071 1,433,322
Adjustment to Non-PEO NEO Compensation Footnote
(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.

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

Fiscal Year

Average SCT Total for non-PEO NEOs
($)

Less: SCT Total Equity (Stock Awards + Option Awards)
($)

Plus: Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year
($)

Plus: Fair Value as of Vest Date of Stock and Option Awards Granted and Vested in Covered Year
($)

Plus: Change in Fair Value of Outstanding and Unvested Stock and Option Awards From Prior Years
($)

Plus: Change in Fair Value of Stock and Option Awards From Prior Years that Vested in the Covered Year
($)

Less: Fair Value as of Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year
($)

Average CAP to non-PEO NEOs
($)

2025

1,970,444

(711,388)

1,611,686

5,994,552

128,442

8,993,736

2024

 

2,390,184

(986,649)

1,609,794

821,826

239,781

4,074,936

2023

 

1,699,688

(559,281)

617,862

(36,114)

40,282

1,762,437

2022

 

1,851,310

(1,047,505)

1,078,377

3,532

(18,643)

1,867,071

2021

 

1,766,966

(1,034,209)

1,159,225

58,941

22,460

(540,061)

1,433,322

       
Compensation Actually Paid vs. Total Shareholder Return

Graphic

       
Compensation Actually Paid vs. Net Income

Graphic

       
Compensation Actually Paid vs. Company Selected Measure

Graphic

       
Total Shareholder Return Vs Peer Group

Graphic

       
Tabular List, Table

MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES

Included below are the most important metrics used to link CAP to our NEOs for FY25 and company performance.

Revenue Growth (which we selected as the “company selected measure” for purposes of the table set forth above
Revenue
Adjusted earnings per share
Adjusted EBITDA margin
       
Total Shareholder Return Amount $ 408 219 110 115 114
Peer Group Total Shareholder Return Amount 213 163 115 110 104
Net Income (Loss) $ 237,065,000 $ 136,777,000 $ 93,358,000 $ 310,991,000 $ 70,027,000
Company Selected Measure Amount 12.9 9.2 5 53.7 3.9
PEO Name Stephen W. Beard        
Equity Awards Adjustments, Footnote
(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.

First PEO SCT Total to CAP Reconciliation:

Fiscal Year

SCT Total for First PEO
($)

Less: SCT Total Equity (Stock Awards + Option Awards)
($)

Plus: Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year
($)

Plus: Fair Value as of Vest Date of Stock and Option Awards Granted and Vested in Covered Year
($)

Plus: Change in Fair Value of Outstanding and Unvested Stock and Option Awards From Prior Years
($)

Plus: Change in Fair Value of Stock and Option Awards From Prior Years that Vested in the Covered Year
($)

Less: Fair Value as of Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year
($)

CAP to First PEO
($)

2025

 

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

2024

 

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

2023

 

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

2022

 

6,276,069

(4,999,803)

5,167,325

190,398

123,463

6,757,452

2021

 

8,528,433

(5,785,373)

6,891,998

630,983

107,031

10,373,072

Second PEO SCT Total to CAP Reconciliation:

Fiscal Year

SCT Total for Second PEO
($)

Less: SCT Total Equity (Stock Awards + Option Awards)
($)

Plus: Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year
($)

Plus: Fair Value as of Vest Date of Stock and Option Awards Granted and Vested in Covered Year
($)

Plus: Change in Fair Value of Outstanding and Unvested Stock and Option Awards From Prior Years
($)

Plus: Change in Fair Value of Stock and Option Awards From Prior Years that Vested in the Covered Year
($)

Less: Fair Value as of Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year
($)

CAP to Second PEO
($)

2025

17,244,988

(13,999,529)

31,717,166

84,949,148

439,628

120,351,401

2024

14,302,581

(10,499,903)

17,212,207

8,342,349

675,507

30,032,741

2023

8,054,094

(5,808,957)

6,417,116

(286,448)

(11,683)

8,364,122

2022

9,204,332

(8,019,699)

7,168,073

625,000

53,564

(57,416)

8,973,854

2021

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

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

Fiscal Year

Average SCT Total for non-PEO NEOs
($)

Less: SCT Total Equity (Stock Awards + Option Awards)
($)

Plus: Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year
($)

Plus: Fair Value as of Vest Date of Stock and Option Awards Granted and Vested in Covered Year
($)

Plus: Change in Fair Value of Outstanding and Unvested Stock and Option Awards From Prior Years
($)

Plus: Change in Fair Value of Stock and Option Awards From Prior Years that Vested in the Covered Year
($)

Less: Fair Value as of Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year
($)

Average CAP to non-PEO NEOs
($)

2025

1,970,444

(711,388)

1,611,686

5,994,552

128,442

8,993,736

2024

 

2,390,184

(986,649)

1,609,794

821,826

239,781

4,074,936

2023

 

1,699,688

(559,281)

617,862

(36,114)

40,282

1,762,437

2022

 

1,851,310

(1,047,505)

1,078,377

3,532

(18,643)

1,867,071

2021

 

1,766,966

(1,034,209)

1,159,225

58,941

22,460

(540,061)

1,433,322

       
Measure:: 1          
Pay vs Performance Disclosure          
Name Revenue Growth        
Non-GAAP Measure Description
(4)Adtalem acquired Walden University on August 12, 2021 (during FY22) and the timing of the acquisition is impacting Adtalem’s revenue growth percentages in FY22 and 2023.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Revenue        
Measure:: 3          
Pay vs Performance Disclosure          
Name Adjusted earnings per share        
Measure:: 4          
Pay vs Performance Disclosure          
Name Adjusted EBITDA margin        
Lisa W Wardell          
Pay vs Performance Disclosure          
PEO Total Compensation Amount       $ 6,276,069 $ 8,528,433
PEO Actually Paid Compensation Amount       6,757,452 10,373,072
Lisa W Wardell | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       (4,999,803) (5,785,373)
Lisa W Wardell | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       5,167,325 6,891,998
Lisa W Wardell | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       190,398 630,983
Lisa W Wardell | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       123,463 107,031
Stephen W Beard          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 17,244,988 $ 14,302,581 $ 8,054,094 9,204,332  
PEO Actually Paid Compensation Amount 120,351,401 30,032,741 8,364,122 8,973,854  
Stephen W Beard | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (13,999,529) (10,499,903) (5,808,957) (8,019,699)  
Stephen W Beard | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 31,717,166 17,212,207 6,417,116 7,168,073  
Stephen W Beard | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 84,949,148 8,342,349 (286,448) 53,564  
Stephen W Beard | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       625,000  
Stephen W Beard | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 439,628 675,507 (11,683) (57,416)  
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (711,388) (986,649) (559,281) (1,047,505) (1,034,209)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,611,686 1,609,794 617,862 1,078,377 1,159,225
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,994,552 821,826 (36,114) 3,532 58,941
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 128,442 $ 239,781 $ 40,282 $ (18,643) 22,460
Non-PEO NEO | Less: Fair Value as of Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount         $ (540,061)