Michael W. Malafronte
Adtalem Global EducationAbout Michael W. Malafronte
Lead Independent Director of Adtalem Global Education Inc. (ATGE); independent director since 2016 and Lead Independent Director since November 2024. Background in investment management as Founding/Managing Partner of International Value Advisers (IVA) and President of IVA Funds; prior senior analyst at Arnhold & S. Bleichroeder for First Eagle Funds and nine-year portfolio manager at Oppenheimer & Close. Education: B.S. in Finance from Babson College. Age 51 as disclosed in the proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Value Advisers, LLC (IVA) | Founding Partner; Managing Partner; President of IVA Funds | 2007–Dec 2020 | Led firm strategy and resource management; oversight of investment operations |
| Arnhold & S. Bleichroeder Advisers / First Eagle Funds | Senior VP; Senior Analyst (Global Value Group) | ~2005–2007 | Covered oil & gas, media, real estate, financials, retail; global coverage incl. UK/DE/JP; large-cap names (e.g., ConocoPhillips, Pargesa Holdings) |
| Oppenheimer & Close | Portfolio Manager | ~1996–2005 | Managed hedge funds and partnerships; research, stock selection, team building |
| Derby Copeland Capital | Senior Advisor | Since Sept 2022 | Private equity advisory in real estate-related debt/equity |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Bresler & Reiner Inc. | Director | 2002–2008 | Public company (past) |
| Century Realty Trust | Director | 2005–2006 | Public company (past) |
| Derby Copeland Capital | Senior Advisor | 2022–present | Private equity |
No current public company directorships are disclosed for Malafronte in the 2025 proxy .
Board Governance
- Independence: The Board determined all directors except Stephen W. Beard and Lisa W. Wardell are independent under NYSE rules; Malafronte is independent .
- Board leadership: Malafronte appointed Lead Independent Director in Nov 2024 when Chairman/CEO roles were combined; he presides over executive sessions and serves as liaison between independent directors and the Chairman/CEO with defined LID duties .
- Attendance: Board met five times in FY25; each director attended at least 75% of their Board and committee meetings; executive sessions held at each regular meeting with Malafronte presiding .
- Committees and FY25 meeting cadence:
| Committee | Role | Meetings (FY25) | Key Oversight Responsibilities |
|---|---|---|---|
| Compensation | Chair; member | 4 | CEO goals/evaluation; CEO pay recommendation; exec officer pay (salary, bonus, equity); LTI pools; non-employee director pay; succession planning; independent advisors |
| Academic Quality | Member | 4 | Academic programs/policies; student outcomes; ed-tech strategy; curriculum oversight |
- Board/Committee independence: Audit & Finance, Compensation, and Nominating & Governance committees composed entirely of independent directors .
Fixed Compensation
Program structure (no changes FY24 vs FY25): Non-employee directors receive cash retainers and additional chair/LID fees; equity via annual RSUs .
| Component | FY24 Amount (USD) | FY25 Amount (USD) | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $85,000 | $85,000 | Paid quarterly |
| Lead Independent Director retainer | $35,000 | $35,000 (prorated) | Additional to cash retainer |
| Compensation Committee Chair fee | $17,500 | $17,500 | Additional to cash retainer |
| Academic Quality Committee Chair fee (reference) | $12,500 | $12,500 | Not applicable to Malafronte |
| Fees earned by Malafronte (FY25) | — | $111,250 | Cash total; includes LID and chair fees |
Ownership guidelines for directors: required to own at least 3× annual retainer; 60% of non-employee director compensation (excluding extra chair/LID fees) is in the form of RSUs .
Performance Compensation
Directors receive time-based RSUs; there are no performance-conditioned director awards. However, as Compensation Committee Chair, Malafronte oversees executive incentive metrics and outcomes:
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Director equity grants: | Grant Date | Instrument | Units | Fair Value | Vesting | |---|---|---|---|---| | Nov 13, 2024 | RSUs | 1,560 | $140,166 (valued at $89.85/share) | One-year cliff (Nov 13, 2025) |
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Executive annual incentive (MIP) metrics (enterprise-level for CEO/CFO/GC): | Metric | FY25 Plan Threshold | FY25 Plan Target | FY25 Plan Maximum | |---|---|---|---| | Adtalem Revenue ($mm) | $1,585 | $1,730 | $2,076 | | Adjusted EPS ($) | $5.01 | $6.04 | $8.46 |
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Executive long-term PSUs (three-year performance): | PSU Program | Performance Measure | FY23–FY25 Payout | |---|---|---| | Regular PSUs | Revenue Growth | 200% of target | | Regular PSUs | Adjusted EBITDA Margin | 86% of target | | GwP Supplemental PSUs | Revenue | 200% of target (exceeded max by $76mm) | | GwP Supplemental PSUs | Adjusted EBITDA Margin | 171% of target (+100 bps over target) |
Governance practices around pay: elimination of stock options beginning FY23 to simplify LTI and increase performance-based equity; strong clawback policy; prohibition on hedging/pledging; robust stock ownership requirements .
Other Directorships & Interlocks
| Company | Relationship | Status | Notes |
|---|---|---|---|
| Bresler & Reiner Inc. | Director | Past (2002–2008) | Public company |
| Century Realty Trust | Director | Past (2005–2006) | Public company |
- Related-party transactions: None in FY25 requiring approval or SEC disclosure .
- Interlocks: During FY25, none of Adtalem’s executive officers served on boards/comp committees of entities where Adtalem directors served, and Compensation Committee members (incl. Malafronte) were not officers/employees nor involved in related person transactions .
Expertise & Qualifications
- Skills matrix indicates Malafronte brings governance, finance/audit, compensation, strategy, and education sector understanding among other competencies .
- Reasons for nomination emphasize shareholder perspective and financial planning expertise from founding/managing a global investment firm .
Equity Ownership
| Holder | Common Stock Beneficially Owned (Excl. Options/RSUs/PSUs) | Options/RSUs/PSUs Vesting Within 60 Days | Total Beneficial Ownership | % of Outstanding Shares |
|---|---|---|---|---|
| Michael W. Malafronte | 97,885 | 1,560 | 99,445 | 0.27% (99,445 / 36,331,234) |
- Shares outstanding used for % calc: 36,331,234 .
- Hedging/pledging: Prohibited by insider trading policy; no requests by executives or directors to pledge or hold in margin accounts .
- Director stock ownership guidelines: minimum 3× annual retainer; compliance assessed under updated rules limiting what counts (pre-tax value of unvested RSUs) .
Governance Assessment
- Board effectiveness: As LID and Compensation Chair, Malafronte actively shapes board independence and executive session oversight; committee cadence appears robust (Comp: 4 meetings; Academic Quality: 4 meetings) with full-board executive sessions each regular meeting .
- Independence and conflicts: Independent status affirmed; no related-party transactions in FY25; hedging/pledging prohibited—positive alignment signals .
- Pay oversight signals: Under Malafronte’s committee, exec pay design shifted toward PSUs and aggressive targets; FY25 payouts reflect outperformance, supporting pay-for-performance narrative . However, investor optics include a high CEO pay ratio of 341:1, which warrants continued scrutiny of calibration and stakeholder messaging by the committee (risk indicator) .
- Board structure: Combined Chair/CEO mitigated by strong LID role; Malafronte’s responsibilities and regular executive sessions help preserve independent oversight—balanced governance trade-off .
- RED FLAGS: None disclosed for related-party dealings, pledging, or attendance shortfalls; monitor CEO pay optics and sustained use of aggressive performance targets to avoid unintended risk-taking behaviors (committee’s risk review concluded program balance and controls mitigate compensation risk) .