UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934

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LETTER FROM ADTALEM GLOBAL EDUCATION PRESIDENT AND CHIEF EXECUTIVE OFFICER

OCTOBER 4, 2018

TO OUR SHAREHOLDERS:

Fiscal 2018 was a year of tremendous opportunities and challenges.

I am pleased to report that the Adtalem team addressed the opportunities and responded to the challenges in ways that we believe have made us a stronger and more competitive company heading into Fiscal 2019.

The past year saw us enter into agreements to transfer the ownership of DeVry University and its Keller Graduate School of Business and Carrington College. Once completed, these two divestitures will significantly transform our portfolio. Our remaining assets create a more focused, higher performing portfolio; competing in areas where we have the right to win with platforms upon which we have opportunities to grow.

The past year also presented us with an unprecedented set of challenges in the form of hurricanes Irma and Maria. These two “Category 5” storms posed an existential threat to our students, colleagues and facilities at American University of the Caribbean School of Medicine (AUC) and Ross University School of Medicine (RUSM), and forced a full evacuation of our medical schools from St. Maarten and Dominica.

However, the Adtalem community responded to this crisis with extraordinary professionalism and empathy. We successfully relocated AUC and RUSM minimizing interruption in their respective operations and leveraged the crisis as a catalyst for identifying a new long-term home for RUSM in Barbados – a location that provides opportunities for enhanced competitiveness relative to other medical schools. This was no small feat. And it would be impossible to overstate how proud I am of the way the Adtalem team performed in support of our resilient students and colleagues in the Caribbean.

Even as the Adtalem team managed through these extraordinary developments over the course of the past year, it also managed to execute impressively and exceed our plans for the year. Our fiscal 2018 operating results reflect growth across our verticals, offset in part by cyclical headwinds affecting the Technology and Business vertical and costs associated with the transfer of DeVry University.

Of particular note was impressive organic growth at the Association of Certified Anti-Money Laundering Specialists (ACAMS), which we believe continues to validate our investment thesis and has positioned us as a leader in the professional education space for financial services. As we further refine our inorganic growth strategies, ACAMS serves as an instructive precedent – a scalable platform with attractive organic growth potential that permits us to be methodical and targeted in identifying new opportunities for additional scale, strengthened market positioning or complementary capabilities. Our commitment to the prudent and disciplined allocation of capital means that we will consider only those acquisitions that will be accretive to the portfolio in the long-term.

So, as we move into fiscal 2019, we have significant cash flow, brands that are associated with market leadership in each of our verticals, products and services that are clearly differentiated in their respective markets, and a team that understands both scale and profitability. Our team is more experienced, more diverse, and more growth-oriented, and that is reflected in our ability to deliver consistent operating results. You can trust that we will continue to streamline and strategically align our portfolio to deliver growth while driving improved operating efficiencies across our organization, and prudently balance our capital allocation by investing in platforms for growth while providing direct returns to our owners.

Just as important, you can expect that our work will continue to be guided by our mission of providing global access to knowledge that transforms lives and enables careers.

On behalf of our Board of Directors and the entire Adtalem Global Education team, I would like to thank you, our fellow owners, for your support. We are very fortunate to have partners in education and investment who understand our value proposition and have confidence in our ability to deliver transformative academic outcomes and superior financial returns.

 

Lisa W. Wardell
President & CEO

TABLE OF CONTENTS

500 West Monroe Street
Chicago, IL 60661

NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS

 

Stephen W. Beard
Senior Vice President, General Counsel
   
October 4, 2018

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
	VIA THE INTERNET Visit the web site listed on your proxy card		BY MAIL Sign, date and return your proxy card in the enclosed envelope
	BY TELEPHONE Call the telephone number on your proxy card		IN PERSON Attend the Annual Meeting in Chicago, Illinois

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on November 6, 2018. Our Proxy Statement and the Adtalem Global Education Inc. Annual Report for 2018 are available online at www.proxyvote.com or at our investor relations website, http://investors.adtalem.com/.

GENERAL INFORMATION

ANNUAL MEETING INFORMATION

We are providing this Proxy Statement to you in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Adtalem Global Education Inc. (“Adtalem,” the “Company,” the “organization,” “we,” “our” or “us”) for the 2018 Annual Meeting of Shareholders and for any adjournment or postponement of the meeting (the “Annual Meeting”). We expect to begin mailing our proxy materials on or about October 4, 2018.

Time and Place: We are holding the Annual Meeting at 9:00 a.m. Central Standard Time on Tuesday, November 6, 2018, at Adtalem’s home office at 500 West Monroe Street, Chicago, Illinois 60661.

Attendance Requirements: You may attend the Annual Meeting and vote in person even if you have returned a proxy in writing, by telephone or through the Internet.

Street-Name Holders: If you hold shares in a bank or brokerage account (known as shares held in “street name”), you must obtain a valid “legal proxy,” executed in your favor from the holder of record, if you wish to vote these shares at the Annual Meeting.

Matters for Shareholder Voting

At this year’s Annual Meeting, we are asking our shareholders to vote on the following matters:

	Proposal	Board Recommendation	Rationale for Board Recommendation
1.	Election of Directors     Elect directors to serve until the 2019 Annual Meeting of Shareholders		• Diverse mix of backgrounds, current and former CEOs and a former finance executive at a leading global company
2.	Ratification of Auditor     Ratification of appointment of PwC as Adtalem’s independent registered public accounting firm for fiscal year 2019		• Independent with few ancillary services for Adtalem • Extensive global expertise
3.	Say-on-Pay     Advisory vote to approve the compensation of Adtalem’s named executive officers		• Strong linkage of pay to both academic and financial performance • Balanced compensation program aligning performance to interests of students and all stakeholders

How to View Proxy Materials Online

Our Proxy Statement and the Adtalem Global Education Inc. Annual Report for 2018 are available online at www.proxyvote.com or at our investor relations website, http://investors.adtalem.com/.

Delivery of Proxy Statement

Adtalem will bear the expense of soliciting proxies and will reimburse all shareholders for the expense of sending proxies and proxy material to beneficial owners, including expenditures for foreign mailings. The solicitation initially will be made by mail but also may be made by Adtalem employees by telephone, electronic means or personal contact.

HOW TO VOTE

Please vote promptly. We encourage you to vote as soon as possible, even if you plan to attend the Annual Meeting in person. Your vote is important, and for all items other than ratification of our independent registered public accounting firm, your shares will not be voted by your bank or broker if you do not provide voting instructions. You may vote shares of Adtalem common stock (“Common Stock”) that you owned as of September 14, 2018, which is the record date for the Annual Meeting.

You may vote the following ways:

For telephone and internet voting, you will need the 12-digit control number included on your proxy card or in the instructions that accompanied your proxy materials.

Telephone and internet voting are available through 11:59 p.m. Eastern Standard Time on Monday, November 5, 2018.

Revocation of Proxies

You can revoke your proxy at any time before your shares are voted at the Annual Meeting if you:

If you sign and return your proxy card or voting instruction form without any voting instructions with respect to a matter, your shares will be voted by the proxy committee appointed by the Board (and each of them, with full powers of substitution) in accordance with the Board’s recommendation.

Voting at the Annual Meeting

The way you vote your shares prior to the Annual Meeting will not limit your right to change your vote at the Annual Meeting if you attend in person and vote by ballot. If you hold shares in street name and you want to vote in person at the Annual Meeting, you must obtain a valid legal proxy from the record holder of your shares at the close of business on the record date indicating that you were a beneficial owner of shares, as well as the number of shares of which you were the beneficial owner, on the record date, and appointing you as the record holder’s proxy to vote these shares. You should contact your bank, broker or other intermediary for specific instructions on how to obtain a legal proxy.

Additional information regarding voting procedures and the Annual Meeting can be found under “Voting Instructions and Information” on page 76.

CORPORATE GOVERNANCE PRACTICES

KEY CORPORATE GOVERNANCE FACTS

SUMMARY OF BOARD AND COMMITTEE STRUCTURE

Adtalem’s Board of Directors held 10 meetings during fiscal year 2018, consisting of 6 regular meetings and 4 special meetings. Currently, the Board has five standing committees: Academic Quality, Audit and Finance, Compensation, External Relations, and Nominating & Governance. The following table identifies each standing committee, its current members and current chairs, its key responsibilities and the number of meetings held during fiscal year 2018. Current copies of the charters of each of these committees, a current copy of Adtalem’s Governance Principles, and a current copy of Adtalem’s Code of Conduct and Ethics can be found on Adtalem’s website, www.adtalem.com, and are also available in print to any shareholder upon request from the Secretary of Adtalem, 500 West Monroe Street, Chicago, IL 60661. The Board has determined that each of the members of the Audit and Finance, Compensation, and Nominating & Governance committees is independent within the meaning of applicable laws and NYSE listing standards in effect at the time of determination.

INDEPENDENT BOARD CHAIR

Since 2004, the offices of Board Chair and CEO have been held by different individuals, with the Board Chair currently being Mr. White, an independent director. The Board believes that the existing leadership structure currently serves Adtalem and its shareholders well. The Board has no specific policy with respect to the separation of the positions of Board Chair and CEO. However, in order to ensure continued Board independence, the Board has adopted a policy that, in the event the Board Chair and CEO roles are combined, or the Board Chair is not otherwise independent, the Board shall appoint a Lead Independent Director. The Board believes that this issue should be part of the succession planning process and that it is in the best interests of Adtalem and its shareholders for the Board to make a determination regarding this issue when it annually elects the Board Chair. During fiscal year 2018, the Board met in executive session without employee directors or other employees present at each regular Board meeting. Adtalem’s Board Chair presided over these sessions as the non-executive Board Chair.

DIRECTOR ATTENDANCE

Attendance at Board Meetings

During fiscal year 2018, our Board met 10 times. Each of Adtalem’s directors attended at least 75% of the meetings of the Board and Board committees on which they served that occurred during their respective time of service on the Board in fiscal year 2018.

Attendance at Annual Meetings

All of our directors who were directors at the time were present at the 2017 Annual Meeting of Shareholders, held in November 2017. Our Board encourages all of its members to attend the Annual Meetings but understands there may be situations that prevent such attendance.

SUMMARY INFORMATION ABOUT OUR DIRECTORS

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

The current size of the Board is ten directors, however, the Board determined to decrease the size of the Board to nine directors in connection with the election of directors at the 2018 Annual Meeting. The Board has nominated nine of Adtalem’s ten sitting directors and recommends their re-election, each for a term to expire in 2019. All of the nominees have consented to serve as directors if elected at the Annual Meeting.

It is intended that all shares represented by a proxy in the accompanying form will be voted for the election of each of Steven M. Altschuler, M.D., William W. Burke, Ann Weaver Hart, Donna J. Hrinak, Georgette Kiser, Lyle Logan, Michael W. Malafronte, Lisa W. Wardell and James D. White as directors unless otherwise specified in such proxy. A proxy cannot be voted for more than nine persons. In the event that a nominee becomes unable to serve as a director, the proxy committee will vote for the substitute nominee that the Board designates. The Board has no reason to believe that 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 “Additional Information — Director Nominating Process and Factors Considered,” the Nominating & Governance Committee looks at the Board as a whole, attempting to ensure that it possesses the characteristics that the Board believes important to effective governance.

APPROVAL BY SHAREHOLDERS

The election of each of the nine 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, so for a nominee to be elected as a member of the Board, the nominee must receive more FOR votes than the aggregate WITHHOLD votes, abstentions and broker non-votes. 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 CEO or the Secretary, subject to acceptance by the Board.

Unless otherwise indicated on the proxy, the shares will be voted FOR each of the nominees listed below.

Election of Directors
	The Board of Directors recommends a vote FOR each of the nominees listed below.

Nominees

Steven M. Altschuler, M.D.	Dr. Altschuler has been a director of Adtalem since May 2018. Dr. Altschuler currently serves as Managing Director-Healthcare Ventures at Ziff Capital Partners. Dr. Altschuler is the former Executive Vice President for Health Affairs at the University of Miami and Chief Executive Officer of UHealth – the University of Miami Health System. At the University of Miami he led the transformation of the UHealth clinical delivery system into a CMS, Perspective Payment System (“PPS”) exempt unified academic medical center under a single state license. He also led the transformation of the academic enterprise to create new patient oriented Translational Institutes and a new research model based around Core Science Institutes.     Previously, Dr. Altschuler served as CEO for The Children’s Hospital of Philadelphia (“CHOP”) from 2000 to 2015. He led CHOP’s transformation from a traditional academic medical center and specialty hospital to a world leader in pediatric health care, research, education and advocacy for children. Under his leadership, CHOP experienced the largest growth since its founding in 1855, building a care network that provides primary, specialty and urgent care at more than 50 locations in the greater Philadelphia area. He retired from CHOP in 2015 and currently serves as Board Chair of Spark Therapeutics, a leading gene therapy company created to develop and commercialize the preclinical and clinical programs advanced at CHOP and other institutions. He is currently a director on the Board of Weight Watchers International, Inc., where he sits on the audit committee and the compensation and benefits committee. He is also on the Board of Spark Therapeutics, Inc. and is on the audit and compliance committee and the compensation committee.     Dr. Altschuler completed a pediatric internship and residency at Children’s Hospital Medical Center in Boston and completed a fellowship in gastroenterology and nutrition at CHOP. He also served as a faculty member and Chair of the Department of Pediatrics at the Perelman School of Medicine at the University of Pennsylvania prior to becoming CEO of CHOP.     Dr. Altschuler received his MD and BA in Mathematics from Case Western Reserve University. Relevant Experience •    Mr. Altschuler’s comprehensive, first-hand knowledge of technology, business and medical education matters at the senior strategic level adds valuable experience to the Board.
Managing Director, Healthcare Ventures Ziff Capital Partners
Age: 64 Director since 2018
Committees: Academic Quality Audit and Finance

DIRECTOR INDEPENDENCE

The Board annually reviews the continuing independence of Adtalem’s non-employee directors under applicable laws and rules of the New York Stock Exchange (“NYSE”). The Board, excluding any director who is the subject of an evaluation, reviews and evaluates director transactions or relationships with Adtalem, including the results of any investigation, and makes a determination with respect to whether a conflict or violation exists or will exist or whether a director’s independence is or would be impaired.

The Board has considered whether each director has any material relationship with Adtalem (either directly or as a partner, shareholder or officer of an organization that has a relationship with Adtalem) and has otherwise complied with the requirements for independence under the applicable listing standards of the NYSE.

As a result of this review, the Board affirmatively determined that, with the exception of Mr. Taylor and Ms. Wardell, all of Adtalem’s current directors, and all of Adtalem’s former directors who served as a director during fiscal year 2018, are “independent” of Adtalem and its management within the meaning of the applicable NYSE rules. Mr. Taylor was considered an inside director because of his status as a Senior Advisor to Adtalem. Ms. Wardell is considered an inside director because of her employment as President and CEO of Adtalem.

The Board considered the relationship between Adtalem and Northern Trust Corporation, at a subsidiary of which Adtalem maintains depository accounts and through which a significant portion of Adtalem’s disbursement activity is conducted, because Mr. Logan is Executive Vice President and Managing Director, Global Financial Institutions Group, with Northern Trust Global Investments, a business unit of Northern Trust Corporation. In fiscal year 2018, Adtalem incurred approximately $350,000 in fees to Northern Trust Corporation, which were partially offset against compensating balance credits earned on an average monthly outstanding balance of approximately $29.1 million. The Board concluded, after considering (i) that the relationship with Northern Trust Corporation predates Mr. Logan joining the Board, (ii) that Mr. Logan has had no involvement in the Adtalem banking transactions, and (iii) the lack of materiality of the transactions to Adtalem and to Northern Trust Corporation, and (iv) the fact that the terms of the transactions are not preferential either to Adtalem or to Northern Trust Corporation, that the relationship is not a material one for purposes of the NYSE listing standards and would not influence Mr. Logan’s actions or decisions as a director of Adtalem.

DIRECTOR CONTINUING EDUCATION

Members of the Board are encouraged to participate in continuing education and enrichment classes and seminars. During fiscal year 2018, the following directors attended the following classes and seminars: (i) Mr. White attended the Stanford Directors College, (ii) Mr. Malafronte attended the National Association of Corporate Directors (“NACD”) seminar on Tax Reform, Pay Ratio and ISS: Compensation Committee’s 2018 Checklist, (iii) Ms. Weaver Hart attended the NACD Master Class and the NACD Future Trends seminar and qualified as a NACD Board Leadership Fellow, and (iv) Mr. Burke attended various NACD seminars, maintained his status as a NACD Leadership fellow in fiscal 2018 and obtained a Certificate in Cybersecurity Oversight from the Software Engineering Institute of Carnegie Mellon University.

DIRECTOR APPOINTMENT ARRANGEMENTS

On June 30, 2016, Adtalem entered into a Support Agreement (the “Support Agreement”) with each of the members of International Value Advisers, LLC (collectively, “IVA”) and Michael W. Malafronte, in his individual capacity and as a member of IVA, pursuant to which Adtalem increased the size of the Board by one director and appointed Mr. Malafronte to the newly-created vacancy. The Support Agreement also includes, among other provisions, certain standstill and voting commitments by IVA. The standstill period shall extend until such time as Mr. Malafronte, or any replacement of Mr. Malafronte designated by IVA pursuant to the Support Agreement, is no longer a member of the Board. Pursuant to the Support Agreement, Mr. Malafronte must resign from the Board if (i) he agrees to be included as a director nominee for election at any meeting of Adtalem shareholders other than as a director nominated by the Board for election at such meeting, (ii) IVA and its affiliated entities cease collectively to beneficially own or have other ownership interest in an aggregate net long position of at least 10% of the outstanding shares of Adtalem’s Common Stock (the “10% Ownership Requirement”) or (iii) either of IVA or Mr. Malafronte materially breaches any obligation under the Support Agreement and fails to cure such breach. On October 3, 2017, Adtalem entered into a letter agreement with IVA and Mr. Malafronte

relating to the Support Agreement (the “Letter Agreement”). Pursuant to the Letter Agreement, Adtalem agreed that Mr. Malafronte may remain a member of the Board for the duration of his term ending at the 2017 Annual Meeting, notwithstanding the fact that IVA no longer meets the 10% Ownership Requirement. Due to Mr. Malafronte’s professional experience and the contributions he had made to the Board, the Board nominated him for re-election for the term ending at the 2018 Annual Meeting and has nominated for re-election for the term ending at the 2019 Annual Meeting and, in so doing, in each case, extended the Letter Agreement.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

It is Adtalem’s policy that the Audit and Finance Committee review, approve or ratify all related party transactions in which it participates and in which any related person has a direct or indirect material interest and the transaction involves or is expected to involve payments of $120,000 or more in the aggregate per fiscal year. Our legal staff is primarily responsible for gathering information from the directors and executive officers, including annual questionnaires completed by all our directors, director nominees and executive officers. The Audit and Finance Committee will review the relevant facts and circumstances of all related party transactions, including whether the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party and the extent of the related party’s interest in the transaction. No member of the Audit and Finance Committee may participate in any approval of a related party transaction to which he or she is a related party.

Various Adtalem policies and procedures, including the Code of Conduct and Ethics, which applies to Adtalem’s directors, officers and all other employees, and annual questionnaires completed by all Adtalem directors, director nominees and executive officers, require disclosure of related person transactions or relationships that may constitute conflicts of interest or otherwise require disclosure under applicable Securities and Exchange Commission (“SEC”) rules.

BOARD OF DIRECTORS’ ROLE IN RISK OVERSIGHT

Adtalem’s full Board is responsible for assessing major risks facing Adtalem and overseeing management’s plans and actions directed toward the mitigation and/or elimination of such risk. The Board has assigned specific elements of the oversight of risk management of Adtalem to committees of the Board, as summarized below. Each committee meets periodically with members of management and, in some cases, with outside advisors regarding the matters described below and, in turn, reports to the full Board at least after each regular meeting regarding any findings.

COMMUNICATIONS WITH DIRECTORS

Shareholders and other interested parties wishing to communicate with the Board or any member or committee of the Board are encouraged to send any communication to: Secretary, Adtalem Global Education, 500 West Monroe Street, Chicago, IL 60661 and should prominently indicate on the outside of the envelope that it is intended for the Board, the independent directors as a group, or a committee or an individual member of the Board. Any such communication must be in writing, must set forth the name and address of the shareholder (and the name and address of the beneficial owner, if different), and must state the form of stock ownership and the number of shares beneficially owned by the shareholder making the communication. Adtalem’s Secretary will compile and promptly forward all such communications to the Board.

Communicating Accounting Complaints

Shareholders, Adtalem employees and other interested persons are encouraged to communicate or report any complaint or concern regarding financial statement disclosures, accounting, internal accounting controls, auditing matters or violations of Adtalem’s Code of Conduct and Ethics (collectively, “Accounting Complaints”) to the General Counsel of Adtalem at the following address:

General Counsel
Adtalem Global Education
500 West Monroe Street
Chicago, IL 60661

Accounting Complaints also may be submitted in a sealed envelope addressed to the Chair of the Audit and Finance Committee, in care of the General Counsel, at the address indicated above, and labeled with a legend such as: “To Be Opened Only by the Audit and Finance Committee.” Any person making such a submission who would like to discuss an Accounting Complaint with the Audit and Finance Committee should indicate this in the submission and should include a telephone number at which he or she may be contacted if the Audit and Finance Committee deems it appropriate.

Adtalem employees may also report Accounting Complaints using any of the reporting procedures specified in Adtalem’s Code of Conduct and Ethics. All reports by employees shall be treated confidentially and may be made anonymously. Adtalem will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of his or her employment based upon any lawful actions taken by such employee with respect to the good faith submission of Accounting Complaints.

2018 DIRECTOR COMPENSATION

In fiscal year 2018, non-employee directors, received an annual retainer of $75,000, which was increased to $85,000 starting in the fourth quarter of fiscal year 2018, paid quarterly. The Board Chair received an additional annual retainer of $120,000, the Chair of the Audit and Finance Committee received an additional annual retainer of $22,500, the Chair of the Compensation Committee was entitled to receive an additional retainer of $17,500, and the chairs of each of the other committees received an additional annual retainer of $10,000 for their roles as committee chairs. Directors were reimbursed for any reasonable and appropriate expenditures attendant to Board membership. Mr. Malafronte, who was originally appointed to the Board in 2016 pursuant to a Support Agreement, has declined all compensation for his service.

Under the Adtalem Nonqualified Deferred Compensation Plan, a director could 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. With the exception of Ms. Boden Holland, no directors deferred any portion of their compensation in fiscal year 2018.

As long-term incentive compensation for directors, each non-employee director received RSUs with an approximate value of $125,000 directly following the 2017 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 2017 vests upon the one-year anniversary of the grant date.

In May 2018, the Compensation Committee’s independent consultant, FW Cook, conducted a comprehensive review of our non-employee director compensation program, including competitive comparisons against the same peer group of

companies used in executive compensation comparisons (see page 26). FW Cook found that our non-employee director compensation program provided compensation approximating the median of our peers, with a program design and structure consistent with recognized “best practice.” To maintain competitiveness with anticipated market increases in director compensation, FW Cook recommended, and the Compensation Committee approved, an increase to the annual cash retainer from $75,000 to $85,000, effective in the fourth quarter of fiscal year 2018. No changes were made to the annual equity retainer, additional retainers for committee chairs or our Board Chair.

This table discloses all director compensation provided in fiscal year 2018 to the directors of Adtalem for their service as directors (other than Ms. Wardell who received no compensation for her service as a director; however, her compensation as President and CEO is set forth in the Summary Compensation Table).

This table discloses the aggregate number of option and RSUs outstanding at June 30, 2018 for each non-employee director. These figures include stock option awards made prior to August 2009 when the Board discontinued its practice of granting stock options to directors in favor of RSU awards upon their election or re-election to the Board.

STOCK OWNERSHIP

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The table below sets forth the number and percentage of outstanding shares of Common Stock beneficially owned by each person known by Adtalem to own beneficially more than 5% of our Common Stock, in each case as of August 16, 2018, except as otherwise noted.

SECURITY OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

The table below sets forth the number and percentage of outstanding shares of Common Stock beneficially owned by (1) each director of Adtalem, (2) each named executive officer listed on page 26, and (3) all directors and executive officers of Adtalem as a group, in each case as of June 30, 2018, except as otherwise noted. Adtalem believes that each individual named has sole investment and voting power with respect to the shares of Common Stock indicated as beneficially owned by such person, except as otherwise noted.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires that Adtalem’s directors and executive officers file reports of ownership and changes in ownership of Common Stock with the SEC. To Adtalem’s knowledge, based solely upon a review of copies of such reports and written representations that all such reports were timely filed, with the exception of a late Form 4 filing by Lisa Sodeika, Adtalem believes that each of its executive officers and directors complied with all Section 16(a) filing requirements applicable to them during fiscal year 2018.

EXECUTIVE COMPENSATION

The following pages summarize our executive compensation program for our named executive officers (“NEOs”). Our 2018 NEOs are:

In fiscal year 2018, Mr. Stephen W. Beard was hired as Adtalem’s Senior Vice President, Corporate Secretary and General Counsel following Ms. Ashe’s departure, and Dr. Karen Cox was hired in early fiscal year 2019 following the planned retirement of Dr. Groenwald to lead Chamberlain University forward into the future.

Along with other key executive leaders brought into the organization, including Mr. Patel (leading the Professional Education group) and Ms. Boden Holland (Leading the Medical and Healthcare group), the Board believes Adtalem has a strong leadership team that is well positioned to drive the growth of Adtalem into the future.

COMPENSATION DISCUSSION & ANALYSIS

EXECUTIVE SUMMARY

Adtalem’s executive compensation program is designed to reward leaders for delivering strong financial results and building shareholder value. We firmly believe that academic quality and a strong student-centric focus lead to growth and, therefore, we have incorporated measures into our executive compensation program to recognize leadership for their roles in improving student academic performance and outcomes.

This executive compensation program structure enables us to provide a competitive total compensation package while aligning our leaders’ interests with those of our shareholders and other stakeholders. The following chart highlights key objectives behind the development, review and approval of our NEOs’ compensation.

Over the course of fiscal year 2018, the Compensation Committee went through a comprehensive review of the current executive compensation program and assessed the extent to which the current program was aligned with shareholder interests and maximized focus on the key strategic priorities as Adtalem moves forward. The Committee also considered shareholder feedback received through Adtalem’s ongoing shareholder outreach efforts over the last several years. At the conclusion of this review, the Committee identified that the compensation program at the time:

The Committee, in partnership with its advisor, FW Cook, and management, reviewed the elements of compensation within the executive group including base salary, short-term incentives and long-term incentives to ensure each element and the program in whole remained aligned with Adtalem’s mission and purpose of empowering students to achieve their academic and career goals but also more accurately lined up with the objectives outlined above.

At the August 2018 Compensation Committee meeting, the Committee approved certain changes to executive compensation for fiscal year 2019 and forward. The Committee believes these changes will:

Executive Compensation Changes for Fiscal Year 2019

As a result of the Compensation Committee’s review described above, certain changes to the executive compensation program were made for fiscal year 2019. These changes were implemented in order to better align our executive compensation plans with the interests of shareholders and to encourage focus on Adtalem’s key strategic priorities. The primary changes were:

1. Shifted Focus on Mission-Based Goals to Management Incentive Plan

Adtalem’s purpose is to empower our students to achieve their academic and career goals. We believe our continuing focus on a student-centered culture of care has distinguished us in the marketplace, and is essential to preserving and enhancing shareholder value in a challenging regulatory and competitive environment. Our senior executives with direct influence over our institutions should be held accountable to, and rewarded for, the realization of our purpose — specifically, to sustain and continuously improve the quality of our educational programs as reflected in the performance and achievement of our students.

In August 2018, the Compensation Committee decided to more effectively emphasize academic quality and academic student outcomes by shifting such measures from the PSU component of long-term incentives to the annual short-term incentive plan (MIP). The committee believes the annual short-term incentive plan is the best compensation component to drive focus from year-to-year on these key performance measures. Considering how quickly academic standards and measurement mechanisms change, we believe the quality of goal setting on these academic measures will be stronger with the increased ability to understand and set expectations and appropriately stretch goals on an annual basis. The performance goals established each year will be directly overseen by the Academic Quality Committee to ensure appropriate goals are set for each institution within Adtalem’s portfolio. For each of our higher education institutional leaders this shift in focus will mean that the entirety of the 30% weighting on individual goals will be solely focused on these academic performance measures in fiscal year 2019, where previously the 30% weighting might have represented a blend of operational, financial and academic goals.

2. Introduction of Free Cash Flow per Share as Long-Term Incentive Measure

For long-term incentives starting with the August 2018 (fiscal 2019) grants, the Compensation Committee will continue to measure three-year average return on invested capital (“ROIC”) for 50% of the PSU grants. Payout for the other 50% of

the PSU grants will be based on free cash flow per share (“FCF per share”). The Committee believes these two PSU performance measures will create better alignment with shareholder interests, the appropriate long-term focus on value creation for the organization, and incentives for long-term decision-making focused on achieving sustainable on growth of the organization. The Committee and the organization believe that consistent strong academic quality and strong student outcomes drive the long-term success of the organization. In order to achieve the long-term financial goals associated with the PSUs, management must maintain high academic quality and strong student outcomes each year.

The PSU grants made to executive officers in August 2018 (both the 50% focused on ROIC and the 50% focused on FCF per share) have a three-year performance period (fiscal year 2019 – fiscal year 2021). Similar to our previous ROIC PSU grants, there are threshold, target and maximum performance goals established for both ROIC and also for FCF per share over the three-year performance period. PSU grants will vest anywhere between 0% for below threshold performance, 50% of target payout for threshold performance and 150% of target for achieving maximum performance or above.

CEO’s Fiscal Year 2019 LTI Grant Pulled Forward into Fiscal Year 2018

In order to further emphasize the importance of incentivizing a results-oriented thoughtful growth mentality, the Committee decided to deliver long-term compensation to Ms. Wardell over fiscal years 2018 and 2019 through a front-loaded two-year award granted in fiscal year 2018. The Board and Compensation Committee have determined that this grant represents Ms. Wardell’s long-term incentive awards for both fiscal year 2018 and fiscal year 2019. Ms. Wardell has not received, and will not receive, any form of long-term incentive award in fiscal year 2019. The front loaded grant was delivered 100% in the form of performance-based long-term incentive (stock options with an elongated back end loaded vesting schedule and performance vesting PSUs) and did not include any time-based vesting Restricted Stock Units. The Committee believes this design and timing is better aligned to shareholder interests to lead to key strategic and financial results.

Fiscal Year 2018 Year in Review

2018 FINANCIAL AND OPERATIONAL HIGHLIGHTS

During fiscal year 2018 Adtalem announced the signing of definitive agreements to divest the outstanding equity interests of DeVry University and Carrington College, with expected closing dates of early fiscal year 2019 and mid-fiscal year 2019, respectively. Accordingly, the results of DeVry University and Carrington College are presented as discontinued operations within Adtalem’s Annual Report on Form 10-K attached herein. Also see “Note 2: Discontinued Operations and Assets Held for Sale” to the consolidated financial statements for further discussion.

While DeVry University and Carrington College’s operating results were classified as discontinued operations in Adtalem’s financial statements, each entity’s revenue and operating income, excluding special items, continued to be included in actual fiscal year 2018 results for Management Incentive Plan (“MIP”) performance purposes. See Appendix A for a reconciliation to reported results. The 2018 revenue target under the MIP was essentially flat compared to 2017 actual results, which reflected expected growth in the Medical and Healthcare, Professional Education and Technology and Business segments, offset by declines in the U.S. Traditional Postsecondary segment, where our strategic plans included divestiture of two institutions. Despite flat expected revenues, the 2018 earnings per share target goal under MIP was set higher than 2017 actual results, which would require increased operating efficiency.

Fiscal year 2018 was a transformative year for Adtalem. We solidified our position within our three core verticals, improved student outcomes and enhanced academic excellence, Adtalem enters fiscal year 2019 with momentum in pursuit of its primary mission of empowering its students and filling the global work force skills gaps that are prevalent in society.

Adtalem’s fiscal year 2018 financial results reflect continued growth in its Medical and Healthcare and Professional Education segments, with revenue increasing 1.6 percent and 11.7 percent, respectively, while Technology and Business and Discontinued Operations revenue decreased 2.0 percent and 19.5 percent, respectively. Nonetheless, through substantial expense reduction initiatives, Adtalem achieved fiscal year 2018 earnings per share excluding special items of $3.06, compared to $2.79 in the prior year.

Fiscal year 2018 revenue was below our expectations, while earnings per share, excluding special items, exceeded our expectations, each as reflected in our fiscal year 2018 operating plan, which served as the basis for our fiscal year 2018 MIP financial performance targets. As a result, the portions of executive officer MIP awards based on Adtalem revenue and earnings per share paid out at 74.3% and 115.6% of target, respectively.

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

ACADEMIC HIGHLIGHTS

Adtalem continued to grow and diversify into new programs and geographies, focused on enhancing student outcomes by providing quality education and student services across its institutions. Notable developments included:

Adtalem also sought to extend its role as a leader in higher education and foster deeper understanding and engagement with policymakers and government officials through its “Student Commitments,” a series of practices and policies that establish critical new standards at all of our Title IV institutions and highlight efforts previously underway. Adtalem also acted to bring certainty to students, employees and shareholders by resolving governmental inquiries and actions concerning DeVry University’s advertising regarding student outcomes.

2018 Compensation Decisions and Actions

Shareholder Outreach

Adtalem employs a proactive investor relations approach, involving management and the Board, with ongoing outreach and interactive dialogue with investors to seek input on topics including corporate governance, executive compensation, and strategy. Our goal is to provide transparency to ensure there is a clear understanding of our business and our operating and financial performance through one-on-one discussions, non-deal road shows, and investor conferences.

Feedback from investors influences the narrative in our public disclosures. Based on discussions, we have added increased focus on nursing and medical market demand and enrollment trends, realignment of the portfolio, cost rationalization, a 5-year financial outlook by segment, as well as our capital allocation strategy, which supports return on capital to our owners.

We value our shareholders’ opinions on the design and effectiveness of our executive compensation program. At our Annual Meeting of Shareholders in November 2017, 98% of the votes cast in our advisory “say-on-pay” shareholder vote approved our executive compensation package. Shareholders have shared the importance of free cash flow in their valuations, in addition to a return on invested capital metric. Accordingly, in response to these shareholder comments, we added free cash flow per share as a long-term incentive measure to the fiscal 2019 compensation plan.

Over the last several years in connection with our outreach, Adtalem’s major shareholders have expressed varying perspectives. A few common themes emerged from these discussions. Below is a summary of what we heard and the actions we took in response:

Adtalem and the Compensation Committee will continue to engage its shareholder base in the future to understand shareholder concerns, particularly in connection with potential changes to its compensation or governance practices.

PAY-FOR-PERFORMANCE FOCUS

We use both short- and long-term incentives to reward NEOs for delivering strong business results, increasing shareholder value and improving student outcomes. With our pay-for-performance philosophy, an executive can earn in excess of target levels when his or her performance exceeds established objectives. And, if performance falls below established objectives, our incentive plans pay below target levels, which in some cases could be nothing at all.

Adtalem’s fiscal year 2018 incentive compensation program for executives was designed to link compensation performance with the full spectrum of our business goals, some of which are short-term, while others take several years or more to achieve:

EXECUTIVE COMPENSATION GOVERNANCE AND PRACTICES

OVERSIGHT OF PAY AND PHILOSOPHY

The Compensation Committee uses the following Principles of Executive Compensation to assess Adtalem’s executive compensation program and to provide guidance to management on the Compensation Committee’s expectations for the overall executive compensation structure:

Role of the Compensation Committee

The Compensation Committee determines the appropriate level of compensation for the CEO and other NEOs. The Compensation Committee reviews and approves all components of annual compensation (base salary, annual cash incentive and long-term incentive) to ensure they align with the principles of Adtalem’s compensation program. In addition, the Compensation Committee meets periodically to review the design of the overall compensation program, approve performance targets and review management performance, and it assists in establishing CEO goals and objectives.

Each year, the Compensation Committee recommends CEO compensation to the Board, taking into consideration the CEO’s performance evaluation and advice from the independent executive consulting firm engaged by the Compensation Committee. In determining the CEO’s long-term incentive compensation, the Compensation Committee considers Adtalem’s absolute and relative performance, incentive awards to CEOs at comparable companies, past awards and the CEO’s expected future contributions, as well as other factors it deems appropriate.

The Compensation Committee approves base salary, annual cash incentive and long-term incentive compensation and perquisites for Adtalem’s NEOs, except for the CEO whose compensation package is recommended by the Compensation Committee and approved by the independent members of the Board during executive session.

In reviewing Adtalem’s compensation program, the Compensation Committee considers whether the programs encourage unnecessary or excessive risk taking that would have an adverse effect on Adtalem and has determined that they do not.

Role of the Executive Officers and Management

The CEO, in consultation with the Senior Vice President, Human Resources and the Chief Financial Officer, provides the Compensation Committee with compensation recommendations for the other NEOs, including recommendations for annual base salary increases, annual cash incentive awards, and long-term incentive awards. These recommendations are based on market-competitive compensation data and the CEO’s assessment of each NEO’s performance in the prior year. While these recommendations are given significant weight, the Compensation Committee retains full discretion when determining compensation.

The Compensation Committee reviews and approves, with any modifications it deems appropriate, base salary, annual cash incentive awards and long-term incentive awards for Adtalem’s NEOs. The compensation package for the CEO is recommended by the Compensation Committee and approved by the independent members of the Board during executive session.

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. In fiscal year 2018, the Compensation Committee engaged FW Cook as its independent executive compensation consultant.

FW Cook analyzed Adtalem’s executive compensation structure and 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.

In fiscal year 2018, FW Cook’s primary areas of assistance were:

FW Cook also conducted a review of our non-employee director compensation program. Refer to page 20 for more detail.

The Compensation Committee has the sole authority to approve the independent compensation consultant’s fees and terms of the engagement. Thus, the Compensation Committee annually reviews its relationship with, and assesses the independence of, FW Cook to ensure executive compensation consulting independence. The process includes a review of the services FW Cook provides, the quality of those services, and fees associated with the services during the fiscal year. The Compensation Committee has assessed the independence of FW Cook pursuant to applicable SEC rules and NYSE listing standards and has concluded that FW Cook’s work for the Compensation Committee does not raise any conflict of interest.

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.