Lisa W. Wardell
Adtalem Global EducationAbout Lisa W. Wardell
Independent director at Adtalem Global Education (ATGE); age 56; director since 2008. Education includes a BA from Vassar College, JD from Stanford Law School, and MBA in Finance and Entrepreneurial Management from Wharton. Former ATGE President & CEO (2016–2019), CEO & Chairman (2019–2021), and Executive Chairman (2021–2022), with private equity and operations background at The RLJ Companies, venture investing at Katalyst, and consulting at Accenture . She currently serves on American Express Company’s board, sitting on the Audit and Compliance and Risk Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adtalem Global Education Inc. | President & CEO; CEO & Chairman; Executive Chairman | 2016–2022 | Led strategy, operations, M&A; drove shareholder value; positioned company for long-term growth |
| The RLJ Companies | EVP & COO | Prior to ATGE | Managed acquisitions; formed RML Automotive (~$1.5B annual revenue) |
| Katalyst Venture Partners | Principal | Prior to RLJ | Invested in start-up technology companies |
| Accenture | Senior Consultant (Comms & Tech practice) | Prior to Katalyst | Strategy/operations consulting |
| NBAPA, Inc. (for-profit arm of NBA Players Association) | Director | 2018–2021 | Board service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Express Company (NYSE: AXP) | Director | Since 2021 | Audit; Compliance and Risk Committees |
| Lowe’s Companies, Inc. (NYSE: LOW) | Director | Mar 2018–Mar 2021 | Board service |
| G-III Apparel Group, Ltd. (NASDAQ: GIII) | Director | Mar 2022–Jun 2023 | Board service |
| The Business Council | Member | N/A | Business leadership network |
| Alvin Ailey DC Foundation | Co-Chair | N/A | Arts/education engagement |
| Economic Club of Chicago | Member | N/A | Civic/business forum |
| Executive Leadership Council | Member | N/A | Leadership network |
| Fortune CEO Initiative | Member | N/A | CEO leadership forum |
Board Governance
- Committee assignments: External Relations Committee member alongside Hrinak (Chair), Krehbiel, and Phelan; the committee oversees public policy, regulatory/reputational risk, ESG/public affairs, and impact strategy; met four times in FY25 .
- Independence: ATGE states Audit & Finance, Compensation, and Nominating & Governance committees are fully independent; External Relations membership includes Wardell, supporting independent status .
- Attendance and engagement: Board met five times in FY25; all directors attended at least 75% of Board and applicable committee meetings; directors encouraged in continuing education (examples cited) .
- Years of service: Director since 2008 (long-tenured institutional knowledge) .
- Board leadership context: Michael W. Malafronte is Lead Independent Director; CEO is the only management director .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $85,000 paid quarterly | No program changes in FY24/FY25 |
| RSU grant | ~$140,000; 1,560 RSUs granted Nov 13, 2024; FMV $89.85; 1-year vest | RSUs granted immediately after Annual Meeting |
| Committee chair fees | Audit & Finance $25,000; Compensation $17,500; Academic Quality/External Relations/Nominating & Governance $12,500 | Chair-only; not applicable to Wardell in FY25 |
| Lead Independent Director fee | $35,000 (prorated as applicable) | Not applicable to Wardell |
| Chairman of the Board (when independent) | $120,000 | CEO Chairman received no additional compensation in FY25 |
| Lisa W. Wardell – FY25 Director Compensation | Amount ($) |
|---|---|
| Fees earned in cash | $133,000 |
| Stock awards (grant-date fair value) | $140,166 |
| Total | $273,166 |
| Detail: Additional fees | $24,000 Chamberlain University Board of Trustees; $24,000 Walden University Board of Managers |
Notes: Non-employee directors may defer cash retainers under the Nonqualified Deferred Compensation Plan; no director deferred compensation in FY25 .
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Director equity | Time-based RSUs; 1-year vest | None disclosed for directors (no PSU/option-based performance metrics) |
| Options | None for directors in FY25 program | N/A |
Other Directorships & Interlocks
| Company | Industry Link to ATGE | Potential Interlock/Conflict Commentary |
|---|---|---|
| American Express (AXP) | Financial services; payments unrelated to ATGE core education operations | No disclosed related-party transactions; low direct commercial overlap |
| Lowe’s (LOW) | Retail/home improvement | Prior service; no active interlock; no disclosed transactions |
| G-III Apparel (GIII) | Apparel | Prior service; no disclosed transactions |
ATGE disclosure states no related-party transactions required approval or disclosure in FY25 .
Expertise & Qualifications
- Strategic operator and capital allocator with >25 years across strategy, operations, finance, and M&A, including CEO/Executive Chair experience at ATGE .
- Private equity and multi-industry operating background (media, entertainment, sports, gaming, hotels); formation and scaling of RML Automotive .
- Legal and finance training (Stanford JD; Wharton MBA), with public company audit/compliance and risk oversight at AXP .
Equity Ownership
| Metric (as of Sep 23, 2025) | Amount |
|---|---|
| Common Stock beneficially owned excluding options/RSUs/PSUs | 41,891 |
| Options exercisable and RSUs/PSUs scheduled to vest within 60 days | 72,025 |
| Total Common Stock beneficially owned | 43,451 |
| Ownership % of shares outstanding | <1% (based on 36,331,234 shares) |
- Hedging/pledging policy: Directors prohibited from hedging and, absent GC approval, from pledging/margining ATGE stock; none requested by directors .
- Stock ownership guidelines: Document states directors are expected to hold at least five times annual retainer; elsewhere proxy summary references three times—this inconsistency is noted below .
- Compliance: All directors not subject to phase-in have met minimum ownership requirements per ATGE .
Governance Assessment
- Board effectiveness: Long-tenured former CEO/Executive Chair brings deep institutional knowledge and regulatory/public policy oversight via External Relations Committee; independence supported by committee composition and broader board independence disclosures .
- Alignment and pay mix: Director pay split meaningfully into equity (RSUs ~ $140k) and cash retainer ($85k), with no program changes in FY24/FY25, and one-year vesting supporting alignment; additional subsidiary governance fees disclosed transparently .
- Attendance and engagement: Met ≥75% threshold across Board/committees; the Board met five times in FY25; continuing education encouraged .
- Controls and policies: Clawback (Recovery Policy) adopted Nov 2023; robust prohibitions on hedging/pledging; independent compensation consultants retained .
RED FLAGS / Watch items
- Stock ownership guideline inconsistency: Proxy summary cites “three times” retainer, while policy section cites “five times” retainer for directors—investors should seek clarification on current threshold and application (phase-in/compliance) .
- Beneficial ownership table anomaly: Wardell’s “Options/RSUs/PSUs within 60 days” figure (72,025) appears atypically high versus “Total beneficially owned” line; consider engaging IR for reconciliation of table methodologies (percentage calculations vs share counts) .
- Subsidiary board fees: Additional $48k tied to governance roles at Chamberlain and Walden disclosed; not a related-party transaction but monitor for potential incentives misalignment across institutional oversight .