Donna J. Hrinak
Adtalem Global EducationAbout Donna J. Hrinak
Independent director since 2018 (age 74). Retired Senior Vice President, Corporate Affairs at Royal Caribbean Group (2020–2023); previously President of Boeing Latin America (2011–2020) and U.S. Ambassador to Brazil, Venezuela, Bolivia, and the Dominican Republic, with senior policy roles at PepsiCo and Kraft. Education: B.A. in Multidisciplinary Social Science (Michigan State); attended The George Washington University and University of Notre Dame School of Law. Independent under NYSE standards; board met five times in FY25 and held executive sessions each regular meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Caribbean Group | Senior Vice President, Corporate Affairs | 2020–2023 | Corporate affairs leadership across regulatory and public policy. |
| Boeing Latin America | President | 2011–2020 | Opened first three regional offices; oversight of commercial/defense sales and R&T. |
| PepsiCo | VP Global Public Policy & Governmental Affairs | 2008–2011 | Led global public policy. |
| Kraft Foods | Latin America & Europe Corporate Affairs leader | 2006–2008 | Managed regional corporate affairs teams. |
| U.S. Department of State | U.S. Ambassador (Brazil, Venezuela, Bolivia, Dominican Republic); Deputy Assistant Secretary | Various | Senior diplomatic leadership and regulatory/policy expertise. |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Donna J. Hrinak. |
Board Governance
- Independence: Affirmatively determined independent (all non-employee directors except Mr. Beard and Ms. Wardell).
- Attendance: Each director attended at least 75% of Board and committee meetings during FY25; Board held 5 meetings.
- Committee assignments (FY25):
- External Relations Committee: Chair; 4 meetings; oversees external relations strategy, legislative/regulatory policy and reputational risk.
- Audit & Finance Committee: Member; 8 meetings; oversees financial reporting, internal controls, cyber/IT risk, related party transactions.
- Nominating & Governance Committee: Member; 4 meetings; board composition, self-evaluation, succession, governance policies.
- Executive sessions: Held at each regular Board meeting in FY25, presided by the Lead Independent Director.
| Committee | Role | FY25 Meetings | Key Oversight Areas |
|---|---|---|---|
| External Relations | Chair | 4 | Legislative/regulatory trends, compliance, ESG/public/community affairs, impact strategy. |
| Audit & Finance | Member | 8 | Financial reporting, controls, cyber/IT risk, related party transaction review. |
| Nominating & Governance | Member | 4 | Board structure/composition, self-evaluation, director succession, governance policies. |
Fixed Compensation (Director)
| Component | FY25 Amount | Detail |
|---|---|---|
| Annual cash retainer | $85,000 | Paid quarterly. |
| Committee chair fee (External Relations) | $12,500 | Annual chair retainer. |
| Total cash fees (FY25) | $97,500 | Reported fees earned in cash. |
| Annual RSU grant | $140,166 | 1,560 RSUs granted 11/13/2024; grant-date fair value per share $89.85; vests on 1-year anniversary. |
| Total director compensation (FY25) | $237,666 | Cash + stock awards. |
Notes:
- Director equity design: non-employee directors receive RSUs that vest in one year; chairs receive additional cash retainers; no meeting fees disclosed.
- Program mix: 60% of non-employee director annual compensation (excluding chair fees) in RSUs; directors must own shares equal to at least five times their annual retainer (see Ownership).
Performance Compensation
- Not applicable: Directors are granted time-based RSUs; no performance share units, options, or cash performance incentives disclosed for directors.
Expertise & Qualifications
- Governance: Considerable expertise (matrix).
- CEO experience: Considerable (regional president role at Boeing).
- Strategy, M&A/JVs/BD: Some expertise.
- CFO/Audit function: Some expertise (supports Audit & Finance role).
- Human capital management: Some expertise.
- Technology: Some expertise (relevant to external relations, cyber oversight via Audit & Finance).
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Common Stock beneficially owned (excl. options/RSUs/PSUs) | 5,557 shares | As of Sept 23, 2025. |
| RSUs scheduled to vest within 60 days | 1,560 shares | As of Sept 23, 2025. |
| Total beneficial ownership | 7,117 shares | Less than 1% of outstanding shares (36,331,234). |
| Ownership guideline (directors) | 5x annual retainer | Must maintain stock valued at ≥ five times annual retainer; phase-in 5 years. |
| Guideline compliance | In compliance | “All NEOs and directors who are no longer subject to a phase-in period have met the minimum ownership requirements.” |
| Hedging/Pledging | Prohibited | No hedging or pledging permitted; no director requested pledge approval. |
Other Directorships & Interlocks
- Current public company boards: None disclosed.
- Interlocks/related-party exposures: Audit & Finance reviewed related party transactions; none required approval or disclosure in FY25.
Governance Assessment
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Strengths:
- Deep regulatory/public policy experience and multinational leadership underpin chairing External Relations amid active higher-education policy/regulatory environment.
- Service on Audit & Finance adds risk, cyber and financial oversight breadth; combined with governance skillset supports board effectiveness.
- Strong alignment mechanics: time-based RSUs, robust director ownership guideline (5x retainer), and anti-hedging/pledging policies; compliance confirmed.
- Independence affirmed; Board and committees composed entirely of independent directors (except CEO/one inside director), with executive sessions each regular meeting.
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Risk indicators and potential red flags:
- Attendance disclosed at the aggregate threshold (≥75%) rather than per-director detail—cannot confirm individual attendance beyond minimum standard.
- No current public company boards disclosed for Ms. Hrinak; limits external market signal flow but reduces potential interlocks/conflicts.
- Director pay structure is standard; no contingent performance components (no PSUs/options) for directors—alignment relies on RSU ownership and guidelines rather than explicit pay-for-performance.
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Conflicts/related party:
- No related party transactions in FY25; Audit & Finance oversight in place.
- Hedging/pledging prohibited; none requested—reduces misalignment risk.
Overall investor confidence signal: Strong governance and policy expertise with multi-committee engagement (chairing External Relations) and clear independence, ownership alignment and anti-hedging/pledging protections; limited disclosed director-level attendance detail is a monitoring point, but no material conflicts identified for FY25.