Kenneth J. Phelan
Adtalem Global EducationAbout Kenneth J. Phelan
Kenneth J. Phelan, age 66, has served as an independent director of Adtalem Global Education (ATGE) since 2020. He sits on the Audit and Finance Committee and the External Relations Committee. His education includes a B.S. in Business Administration and Finance (Old Dominion University), an M.S. in Economics (Trinity College Dublin), and a J.D. (Villanova University). He is currently a Senior Advisor at Oliver Wyman and previously served as the first Chief Risk Officer at the U.S. Department of the Treasury, bringing deep risk oversight expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of the Treasury | Chief Risk Officer | 2014–2019 | Established Office of Risk Management; oversight of credit, market, liquidity, operational, governance, reputational risk |
| Office of Financial Research (Treasury) | Acting Director | 2018–2019 | Supported FSOC; systemic risk research |
| RBS America | Chief Risk Officer | 2011–2014 | Senior risk oversight |
| Fannie Mae | Chief Risk Officer | 2009–2011 | Enterprise risk management |
| Wachovia Corporation | Chief Risk Officer | 2008–2009 | Enterprise risk management |
| JPMorgan Chase; UBS; Credit Suisse | Senior risk roles | Earlier career | Various senior risk responsibilities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Huntington Bancshares Inc. (NASDAQ: HBAN) | Director | Since 2019 | Chair, Risk Committee; Member, Human Resources & Compensation Committee |
Board Governance
- Committee assignments: Audit and Finance (8 meetings in FY25) and External Relations (4 meetings in FY25) .
- Independence: Identified as independent; ATGE notes 80% board independence and all key committees fully independent .
- Attendance and engagement: Board met 5 times in FY25; each director attended at least 75% of Board and committee meetings during their service; all directors attended the November 2024 Annual Meeting .
- Risk oversight: Audit and Finance oversees financial reporting, auditor selection, capital structure, and technology/cyber risk; also reviews and approves related-party transactions .
- Board practices: Prohibition on hedging and pledging; none of the directors requested pledging/margin exceptions .
Fixed Compensation
| Component | FY25 Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Paid quarterly; no meeting fees disclosed |
| Committee chair fees | N/A for Phelan | Chairs receive: Audit & Finance $25,000; Compensation $17,500; other committees $12,500; Phelan is not a chair |
| Equity grant (RSUs) | $140,166 grant-date fair value; 1,560 RSUs on 11/13/2024; one-year vest | RSU count calculated by $140,000 ÷ $89.85 (FMV on grant date), rounded to nearest 10 |
| FY25 total director compensation (Phelan) | Cash $85,000; Stock $140,166; Total $225,166 | No deferrals elected by non-employee directors in FY25 |
Performance Compensation
Non-employee directors receive time-based RSUs; no options or PSUs and no performance metrics tied to director equity awards .
| Grant Type | Grant Date | Units | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (Director) | 11/13/2024 | 1,560 | $140,166 | One-year anniversary of grant | None; time-based |
Other Directorships & Interlocks
| Company | Sector | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|---|
| Huntington Bancshares Inc. | Financials (Banking) | Director | Chair, Risk; Member, HR & Compensation | No ATGE-related transactions disclosed in proxy; Audit & Finance Committee reviews/approves any related-party transactions |
Expertise & Qualifications
- Education: B.S. (Old Dominion), M.S. Economics (Trinity College Dublin), J.D. (Villanova) .
- Technical expertise: Enterprise risk management across government and major financial institutions; strengthens governance and risk oversight .
- Board qualifications: Risk oversight specialist; independent director .
Equity Ownership
| Holder | Common Stock Beneficially Owned Excl. Options/RSUs/PSUs | Options/RSUs/PSUs Scheduled to Vest Within 60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Kenneth J. Phelan | 16,715 | 1,560 | 18,275 | <1% |
- Stock ownership guidelines: Non-employee directors must maintain ownership equal to five times their annual retainer; all directors not in a phase-in period meet minimum requirements .
- Hedging/pledging: Prohibited, and no director requested approval for pledging/margin .
Governance Assessment
- Strengths: Independent status; deep risk oversight expertise; service on Audit & Finance and External Relations committees aligns with ATGE’s oversight needs in financial controls, cyber/tech risk, and regulatory/public policy; broad compliance with ownership guidelines enhances alignment .
- Compensation alignment: Director pay mix stable; no FY24–FY25 changes; balanced cash retainer ($85k) and equity RSUs (~$140k) with one-year vest supports retention and alignment without encouraging excessive risk-taking; no deferrals elected in FY25 .
- Attendance/engagement: Board held 5 meetings; directors met minimum attendance thresholds; committee activity at 4–8 meetings indicates regular engagement .
- Potential conflicts/red flags: No related-party transactions disclosed involving Phelan; audit committee oversight covers related-party screening; hedging/pledging prohibitions active. Ownership is <1% (typical for directors) but guideline compliance noted; no chair roles (lower incremental fee influence). Overall, no governance red flags identified specific to Phelan based on proxy disclosures .