Scott Liles
Adtalem Global EducationAbout Scott Liles
Scott Liles (age 59) serves as President, Medical & Veterinary at Adtalem Global Education, having joined in April 2024 after leadership roles at ACAMS (CEO; President/Managing Director) and Nationwide (President, Spire Insurance; President, Nationwide Pet) . In FY25 under Liles, the Med/Vet segment grew revenue 3.7% to $369.1M with enrollment up 1.0%, while adjusted operating income declined 3.2% to $69.3M, reflecting mixed progress against aggressive targets . Adtalem overall delivered FY25 revenue growth of 12.9% to $1,788M, adjusted EPS of $6.67 (+33.1% YoY), and an 87% share-price increase (TSR) during FY25, anchoring strong pay-for-performance outcomes across the NEOs .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Association of Certified Anti‑Money Laundering Specialists (ACAMS) | Chief Executive Officer | Mar 2022 – 2024 | Executive leadership of compliance education body (as disclosed) |
| ACAMS | President & Managing Director | Nov 2020 – Feb 2022 | Senior operating leadership (as disclosed) |
| Nationwide Insurance | President, Spire Insurance | Nov 2018 – Nov 2020 | Business unit leadership (as disclosed) |
| Nationwide Insurance | President, Nationwide Pet | 2012 – 2018 | Business unit leadership (as disclosed) |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base salary ($) | 537,500 | 537,500 |
| MIP target (% of base) | 75% (prorated in FY24) | 75% |
| MIP target ($) | 132,534 (prorated) | 403,125 |
| MIP earned ($) | 70,276 (60% of target) | 376,212 (93% of target) |
| All Other Compensation ($) | — | 34,806 |
Notes: For Liles, FY25 MIP weighting was 60% Med/Vet revenue and 40% Med/Vet adjusted operating income .
Performance Compensation
Annual Incentive (MIP) – Structure and FY25 Outcomes
| Component | Weight | FY25 performance vs plan | Component payout |
|---|---|---|---|
| Med/Vet revenue | 60% | 99.9% of plan | 98.8% |
| Med/Vet adjusted operating income | 40% | 95.4% of plan | 63.9% |
| Individual performance modifier | — | 110% for Liles | Applied to component result |
Result: FY25 MIP earned at 93% of target ($376,212) .
Long-Term Incentive (LTI) – Design and Grants
- Mix and metrics: 60% PSUs (split evenly between Revenue Growth and Adjusted EBITDA Margin over a 3‑year period) and 40% RSUs (3‑year ratable vesting) . Options are no longer granted (eliminated beginning FY23) .
- FY25 LTI grants to Liles (Nov 13, 2024): 2,990 RSUs ($268,652) and 4,480 PSUs ($402,528) .
- GwP supplemental PSUs (two‑year FY24–FY25 program): Liles received a pro‑rated grant of 3,690 PSUs on Apr 15, 2024; aggregate weighted payout was 186% based on Revenue PSUs at 200% (exceeded max by $74M) and Adjusted EBITDA Margin PSUs at 171% (exceeded target by 100 bps), vesting Aug 23, 2025 .
| Grant | Grant date | Units | Grant date fair value ($) | Vesting terms |
|---|---|---|---|---|
| RSUs (annual) | 11/13/2024 | 2,990 | 268,652 | 3-year ratable; annual installments begin ~1st anniversary |
| PSUs (annual) | 11/13/2024 | 4,480 | 402,528 | 3-year cliff; metrics: Rev Growth and Adj. EBITDA Margin |
| PSUs (GwP supplemental) | 4/15/2024 | 3,690 | — | Paid out at 186% on 8/23/2025 |
Upcoming Vesting Schedule (as of FY25 year-end)
| Award | Vesting cadence | Next vest dates/amounts |
|---|---|---|
| RSUs granted 11/13/2024 | Annual installments over 3 years | 996, 997, 997 over years 1–3 (annual anniversaries) |
| RSUs granted 4/15/2024 | Annual installments over 3 years | 1,097 in years 2 and 3 (annual anniversaries) |
| PSUs granted 11/13/2024 | 3‑year cliff (performance based) | Vest 11/13/2027 (subject to performance) |
| PSUs (GwP) granted 4/15/2024 | 2‑year program | Vested 8/23/2025 at 186% |
Implication: RSU installments around mid‑November each year (and April for the 4/15 grant) can create periodic sell‑window supply once shares settle, subject to trading windows and insider policies .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (excl. options/awards) | 6,161 shares |
| Options/RSUs/PSUs vesting within 60 days (as of 9/23/2025) | 996 shares |
| Total beneficial ownership | 11,345 shares |
| Stock ownership guideline | 3x base salary for executive officers; 5‑year phase‑in |
| Compliance status | NEOs/directors not in a phase‑in period have met guidelines; Liles is within phase‑in window |
| Hedging/pledging | Prohibited; margin/pledge requires GC approval; no executive requests to pledge reported |
| Clawback policy | NYSE‑compliant no‑fault recovery for 3‑year lookback on restatements; can also seek recovery for restrictive covenant violations/reputational damage |
| Deferred compensation | No FY25 deferrals reported for Liles |
Employment Terms
- Start date and role: Joined April 2024; President, Medical & Veterinary .
- Severance (without CIC): For other NEOs including Liles, 1.0x base salary + target MIP (12 monthly installments), pro‑rated MIP (if >6 months employed), 12 months health coverage, and 6 months outplacement (release required) .
- Change‑in‑Control (CIC) severance: For Liles, 1.5x base salary + target MIP (18 months installments), pro‑rated MIP, 18 months health, 9 months outplacement; equity awards accelerate only on double‑trigger or if not assumed/issuer ceases to be public .
- Definitions: “Cause”/“Good reason” per agreements; equity acceleration double‑trigger since 2017 plan adoption; special treatment for death/disability/retirement as specified .
Potential Payments as of 6/30/2025 (illustrative)
| Scenario | Salary ($) | Target MIP ($) | Pro‑rated MIP ($) | Health ($) | Outplacement ($) | Equity acceleration ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Termination without cause / good reason (no CIC) | 537,500 | 403,125 | 376,212 | 20,652 | 10,000 | — | 1,347,489 |
| Termination following CIC (double‑trigger) | 806,250 | 604,688 | 376,212 | 30,978 | 15,000 | 1,699,029 | 3,532,157 |
Performance & Track Record
- FY25 Med/Vet operations: Revenue $369.1M (+3.7% YoY); adj. operating income $69.3M (−3.2% YoY); enrollment +1.0% YoY . Liles’ FY25 highlights included first YoY enrollment growth in ~6 years, improved USMLE Step 1 and the highest 5‑year NAVLE pass rate, #1 vet residency placement, and leadership team restructuring .
- Outcomes and employer value: AUC and RUSM achieved a combined 95% first‑time residency attainment rate; >40% of placements in medically underserved areas .
- Strategic initiatives: Expanded global medical pathways (India AMP, University of Wolverhampton partnership, ScribeAmerica collaboration) to broaden access while maintaining standards .
Compensation Structure Analysis
- Mix and alignment: High at‑risk pay via MIP and PSUs; PSUs measured on revenue growth and adjusted EBITDA margin; options removed (lower upside volatility, greater focus on absolute performance metrics) .
- Goal rigor: FY25 enterprise targets for revenue and adjusted EPS required 9% and 21% YoY growth, respectively; Med/Vet segment targets undisclosed but assessed as comparably challenging .
- Special programs: GwP PSUs paid at 186% given superior two‑year outcomes; Liles received a smaller pro‑rated grant due to April 2024 start .
- Governance: No tax gross‑ups; double‑trigger equity acceleration; robust clawback; hedging/pledging prohibited .
Compensation Peer Group (benchmarking context)
Adtalem’s FY25 peer set (for executive pay benchmarking) included education and healthcare services companies (e.g., AMN Healthcare, Strategic Education, Laureate, Perdoceo, 2U, Chemed, Ensign Group, Stride, UTI, Udemy, John Wiley, Brookdale, Bright Horizons) .
Equity Ownership & Pledging
- Ownership remains modest versus total shares outstanding (not a 1% holder); guidelines require 3x salary within five years; hedging/pledging and margin use are prohibited, with no pledging approvals reported .
Investment Implications
- Incentive alignment: Liles’ pay is heavily performance‑linked (PSUs on revenue and margin; MIP on segment revenue and profitability), which should support continued discipline on enrollment quality, pricing, and cost control in Med/Vet .
- Execution watch‑items: FY25 Med/Vet revenue was near plan (99.9%), but profitability under‑delivered (95.4% of plan), yielding a below‑target MIP; sustaining margin improvement is the key lever for future payouts and value creation .
- Supply/flow dynamics: Annual RSU vesting around mid‑November (and April for the 4/15 grant) can create predictable sell‑window supply; however, hedging/pledging restrictions and trading windows limit opportunistic sales .
- Retention and CIC: Meaningful unvested PSUs/RSUs and double‑trigger CIC treatment create retention hooks; severance of 1.5x base+target MIP under CIC moderates transition risk while avoiding single‑trigger windfalls .
Data sources: Adtalem 2025 DEF 14A (Oct 2, 2025) and press releases; citations provided inline.