Georgette Kiser
Adtalem Global EducationAbout Georgette Kiser
Independent director (age 57) serving on ATGE’s board since 2018; Chair of the Academic Quality Committee and member of the Nominating & Governance Committee. Former Managing Director and CIO at The Carlyle Group, with prior senior technology and enterprise solutions roles at T. Rowe Price; early-career software engineering positions at Martin Marietta and GE Aerospace. Education: B.S. in Mathematics (Computer Science concentration) – University of Maryland; M.S. in Mathematics – Villanova University; MBA – University of Baltimore . The Board has affirmatively determined she is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Carlyle Group | Managing Director & Chief Information Officer | Prior to 2019 (dates not specified) | Led global technology and solutions; drove IT strategy |
| T. Rowe Price | Vice President; Head of Enterprise Solutions & Capabilities (various executive roles) | 1996–2015 | Enterprise technology leadership |
| Martin Marietta Management Data Systems | Consultant and Software Engineer | 1993–1995 | Software engineering |
| GE Aerospace | Software Design Engineer | 1989–1993 | Software engineering |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Aflac Incorporated (NYSE: AFL) | Director | Since 2019 | Audit & Risk; Compensation |
| Jacobs Solutions, Inc. (NYSE: JEC per filing) | Director | Since 2019 | Compensation; Nominating & Corporate Governance |
| NCR Corporation | Director | 2019–2024 | Not specified |
Board Governance
- Committee assignments: Chair, Academic Quality; Member, Nominating & Governance . Academic Quality met 4 times in FY25; Nominating & Governance met 4 times in FY25; full Board held 5 meetings and convened executive sessions at each regular meeting .
- Independence/attendance: Board determined all directors except Beard and Wardell are independent; each director attended at least 75% of Board/committee meetings in FY25 .
- Director ownership policy: Non-employee directors expected to maintain ownership equal to five times annual retainer; directors receive 60% of annual compensation in RSUs; Board and committees may retain independent advisors .
- Related-party transactions oversight: Audit & Finance reviews/approves RPTs; none required approval or disclosure in FY25 .
Fixed Compensation
| Component | FY25 Detail | Amount |
|---|---|---|
| Annual cash retainer | Non-employee director retainer | $85,000 |
| Committee chair fee | Academic Quality Committee Chair | $12,500 |
| Cash fees paid (FY25) | Sum of retainer + chair fee | $97,500 |
| RSU grant | Grant date Nov 13, 2024; 1,560 RSUs; one-year vest | $140,166 (fair value) |
| Total reported compensation (FY25) | Cash + Stock awards | $237,666 |
| Deferred comp election | Availability under plan; none elected by non-employee directors in FY25 | N/A |
RSU grant value derived by $140,000 target divided by $89.85 FMV per share, rounded to 1,560 shares; vests at one year .
Performance Compensation
Non-employee directors receive time-based RSUs; no performance-conditioned director equity is disclosed . For context on ATGE’s pay-for-performance framework applied to executives: MIP metrics and PSU metrics below.
| Metric (ATGE executive plans) | FY25 Plan Threshold | FY25 Plan Target | FY25 Plan Maximum |
|---|---|---|---|
| Adtalem Revenue ($MM) | $1,585 | $1,730 | $2,076 |
| Adtalem Adjusted EPS ($) | $5.01 | $6.04 | $8.46 |
| PSU measures | Revenue Growth (3-year) | Adjusted EBITDA Margin (3-year) | Range 50–200% of target earned |
Other Directorships & Interlocks
- Public boards: Aflac and Jacobs; prior NCR. No disclosed related-party transactions between ATGE and entities where Kiser serves; Audit & Finance Committee reported no transactions requiring approval in FY25 .
- Independence review explicitly considers interlocks/conflicts; Kiser affirmed independent .
Expertise & Qualifications
- Technology, cybersecurity, governance, strategy, M&A, human capital, finance; understanding of education sector trends. Skills matrix flags Kiser with considerable expertise in Technology, Strategy, Governance, M&A, Human Capital, Global Markets, Cybersecurity, Finance, and Education sector understanding .
Equity Ownership
| Holder | Common Shares Beneficially Owned Excl. Options/Unvested | Options/RSUs/PSUs Vesting ≤60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Georgette Kiser | 14,901 | 1,560 RSUs | 16,461 | <1% |
- Shares outstanding used for % calc: 36,331,234 .
- Hedging/pledging: Company prohibits hedging or pledging of ATGE common stock .
- Ownership guidelines: Five times annual retainer; directors have five years to comply; shares counting include direct/beneficial holdings, Retirement/Deferred plans, and pre-tax value of unvested RSUs (PSUs and options do not count). Company states all NEOs and directors not in phase-in have met minimum requirements .
Shareholder Voting Signals
| Item | Result | Detail |
|---|---|---|
| Director election (Nov 8, 2023) – Georgette Kiser | Elected | For: 37,000,357; Against: 251,348; Abstain: 7,923; Broker Non-Vote: 1,437,453 |
| Say-on-Pay (Nov 8, 2023) | Approved | For: 36,251,135; Against: 693,516; Abstain: 314,977; Broker Non-Vote: 1,437,453 |
Governance Assessment
- Strengths: Independent status; chairs Academic Quality with mandate over academic quality, accreditation oversight, and technology enablement for student outcomes; robust attendance; director equity tilted to RSUs promoting alignment; elevated director ownership guideline (5× retainer) enhances “skin-in-the-game” .
- Compensation/Alignment: FY25 director mix ~59% equity by value (RSUs $140,166 vs cash $97,500), consistent with the 60% RSU program; one-year vest supports retention and alignment without performance gaming risk .
- Conflicts/RPTs: No FY25 related-party transactions; independence re-affirmed; prohibition on hedging/pledging reduces misalignment risk .
- Engagement signals: Strong shareholder support in recent election; Board meets regularly, including executive sessions led by Lead Independent Director; committees active (Academic Quality and N&G each met 4× in FY25) .
RED FLAGS: None disclosed specific to Kiser in FY25 (no RPTs, no delinquent Section 16(a) reports); note multi-board commitments typical for seasoned directors, with ATGE’s attendance threshold met in FY25 .