Robert J. Phelan

About Robert J. Phelan

Senior Vice President and Chief Financial Officer (CFO) of Adtalem Global Education (ATGE). The proxy and 10-Q do not disclose age or education. Company performance context in FY25: revenue $1,788M (+12.9% YoY), adjusted EPS $6.67 (+33.1% YoY), and share price up 87% in FY25; 5-year cumulative TSR +308% to $408 vs peers $213 through 6/30/2025 . CFO-specific FY25 highlights: delivered revenue and adjusted EPS growth, generated $283M free cash flow, completed $300M buyback at $91.21 average, upsized/extended credit facility, and repriced Term Loan B (-75 bps) . Phelan signs the company’s SEC filings as principal financial officer .

Past Roles

• Not disclosed in the 2025 DEF 14A or Q1 FY26 10-Q for Mr. Phelan. The filings list him as Senior Vice President and Chief Financial Officer (NEO) .

External Roles

• No external directorships or other outside roles are disclosed for Mr. Phelan in the 2025 DEF 14A or Q1 FY26 10-Q .

Fixed Compensation

Base salary (trend)

Notes: FY2025 “Salary” reflects pay cycles; the Board lifted Phelan’s base from $499,392 to $550,000 effective FY25 to better align with CFO peer market .

Target bonus (MIP)

Other cash/perquisites (FY2025)

Performance Compensation

Annual incentive plan mechanics (FY2025)

• Metrics and weights for CFO and corporate officers: Adtalem Revenue (45%), Adjusted EPS (55%); individual performance modifier 0–125% .
• FY2025 plan thresholds/targets/max and outcomes (enterprise): Revenue target $1,730M vs actual $1,788M (103.4% → 116.9% payout); Adjusted EPS target $6.04 vs actual $6.67 (110.4% → 126.1% payout); organizational weighted payout 122.0% .
• Individual performance modifier for Mr. Phelan: 95% .

Final FY2025 bonus: $501,696 (116% of target) for Mr. Phelan .

Long-term incentives (structure)

• Mix and vesting: 60% PSUs (3-year cliff) on Revenue Growth and Adjusted EBITDA margin (0–200% payout); 40% RSUs vest ratably over 3 years .
• FY2025 annual grant (11/13/2024):

• Prior PSU cycle (FY23–FY25): Revenue PSUs paid 200%; EBITDA margin PSUs paid 86%; combined weighted payout 143% (for NEOs including CFO) .
• Growth-with-Purpose (GwP) supplemental PSUs (two-year FY24–FY25): CFO grant $499,428 (target 11,620 PSUs at $42.98 price); program paid overall 186% (Revenue PSUs 200%, EBITDA margin PSUs 171%) with vest on 8/23/2025 .

Realized equity in FY2025

Equity Ownership & Alignment

• Stock ownership guidelines: CFO must hold company stock equal to 3x base salary. Company states all NEOs who are outside the phase-in period meet guidelines .

• Beneficial ownership (as of 9/23/2025): 63,807 shares total for Mr. Phelan (53,005 directly/indirectly owned; 11,626 options/RSUs/PSUs vesting within 60 days). Less than 1% of shares outstanding .

• Outstanding/vesting pipeline:

  • RSUs scheduled from the 11/13/2024 grant: 1,406; 1,407; 1,407 over Years 1–3 (three-year ratable vest). Additional earlier grants also vest per schedule .
  • Unvested RSUs (market value) and PSUs (target value) at FY2025 year-end: $2,200,952 RSUs; $5,285,134 PSUs (target) .

• Pledging/hedging: Company prohibits hedging and pledging of ATGE shares (pledging only with pre-approval; no requests by executives) .

• Deferred compensation: no deferred compensation balance/activity for Mr. Phelan in FY2025 .

Employment Terms

• Employment agreement: on termination without cause or for good reason, CFO receives 1x (base + target MIP) over 12 months, pro-rated MIP (based on actual), 12 months of health coverage, and 6 months outplacement—subject to release .
• Change-in-control (within 12 months) and termination without cause/for good reason: 1.5x (base + target MIP) over 18 months, pro-rated MIP (based on actual), 18 months health, 9 months outplacement—subject to release .
• Equity vesting on change-in-control: Double-trigger vesting—awards accelerate if (a) company ceases to be public, (b) successor doesn’t assume/replace awards, or (c) termination without cause/for good reason within two years post-CIC; company does not provide single-trigger CIC severance .
• Illustrative CIC totals (had event occurred on 6/30/2025): Equity vesting value $7,545,722; total CIC package $9,569,696 for CFO (includes cash, benefits, outplacement, equity) .
• Non-compete / non-solicit: Employment agreements provide non-competition and non-solicitation covenants benefiting ATGE .
• Clawback: Incentive Compensation Recovery Policy (Nov 2023) compliant with NYSE—no-fault recovery on restatements; also permits recovery for restrictive covenant violations or reputational harm (Board discretion) .

DIRECT Compensation Detail (Multi-year)

Compensation Structure Analysis

• Strong pay-for-performance linkage:

  • Annual bonus tied 100% to quantitative financials (Revenue, Adjusted EPS) before individual modifier; FY2025 targets were set above FY2024 actuals (Revenue target $1,730M vs $1,585M actual; Adjusted EPS target $6.04 vs $5.01 actual) . Payouts reflect outperformance; CFO earned 116% of target post individual adjustment .
  • LTI majority in PSUs (60%), with 0–200% payout based on three-year Revenue Growth and Adjusted EBITDA margin, emphasizing sustained performance; 2023–2025 PSUs paid at 143% (over target) .
  • Supplemental GwP PSUs (186% payout) rewarded transformational two-year operational outperformance and shareholder value creation .

• Ownership alignment and retention:

  • CFO ownership guideline at 3x salary; management reports all NEOs meeting requirements outside phase-in period; hedging/pledging restricted .
  • Double-trigger equity vesting on CIC reduces windfall risk, but illustrative CIC equity value ($7.5M) signals meaningful retention/turnover economics tied to transaction outcomes .

• Governance safeguards:

  • No single-trigger CIC severance; clawback extends beyond restatements to restrictive covenant breaches/reputational harm; prohibition on repricing/exchanging options and no tax gross-ups tied to CIC severance (proxy “what we don’t do”) .

Equity & Vesting Schedules (Selected)

Equity Ownership Snapshot (as of 9/23/2025)

Employment & Severance Economics (CFO)

Compensation Peer Group (benchmarking, FY25)

Adtalem’s expanded peer set spans long-term service providers, education, and healthcare services (e.g., 2U, Amedisys, AMN Healthcare, Bright Horizons, Brookdale, Chegg, Chemed, Cross Country Healthcare, Ensign Group, Graham Holdings, Laureate, Perdoceo, Strategic Education, Stride, Universal Technical Institute, Wiley, Udemy, MEDNAX) to capture markets where ATGE competes for executive talent .

Investment Implications

• Alignment: CFO pay structure is heavily performance-contingent (PSUs 60% of LTI; MIP 100% financials pre-modifier); ownership rules at 3x salary and hedging/pledging limits support shareholder alignment .
• Retention risk: CIC protections are standard and double-triggered; however, the size of in-the-money equity and illustrative CIC equity acceleration ($7.5M) could influence retention/turnover incentives around strategic transactions .
• Execution track record: FY25 outcomes (revenue, EPS, FCF, leverage reduction, buybacks, facility upsizing/repricing) align with elevated incentive payouts, reinforcing pay-for-performance credibility under GwP .
• Near-term selling pressure: No pledging; CFO not listed among executives terminating 10b5-1 plans in Q1 FY26; realized vesting in FY25 was modest relative to unvested holdings, suggesting limited near-term structural selling pressure from scheduled vests alone (monitor vesting cadence and Form 4s) .