Sharon L. O'Keefe
Adtalem Global EducationAbout Sharon L. O’Keefe
Sharon L. O’Keefe is an independent director of Adtalem Global Education (ATGE), serving since 2020; she is age 73 and holds a B.S. in Nursing (Northern Illinois University) and an M.S. in Nursing (Loyola University Chicago) . She is the retired President of the University of Chicago Medical Center with prior senior operational leadership roles at major academic medical centers and consulting at Ernst & Young, evidencing deep healthcare systems expertise relevant to Adtalem’s healthcare education strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Chicago Medical Center | President | Feb 2011 – Jul 2020 | Led clinical operations at a leading academic medical center; informs employer needs and outcome-driven education |
| Loyola University Medical Center | President | Apr 2009 – Feb 2011 | Executive hospital leadership |
| Barnes-Jewish Hospital (BJC Healthcare) | Chief Operating Officer | Jul 2002 – Apr 2009 | Large-scale operations; quality systems and workforce planning |
| The Johns Hopkins Hospital; Montefiore Medical Center; University of Maryland Medical System; Beth Israel Deaconess Medical Center | Senior management roles | Various (prior to 2002) | Academic medical center leadership breadth |
| Ernst & Young | Healthcare Consultant | Prior to 2002 | Operational improvement and advisory |
| NIH Advisory Board for Clinical Research & Finance Committee | Member | Prior service | Research governance and financial oversight |
| Illinois Hospital Association | Board of Trustees | Prior service | State-level hospital policy |
| Malcolm Baldrige National Quality Award | Examiner | Prior service | Performance excellence assessment |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ConvaTec Group PLC | Director | Since Mar 2022 | Global medical products; relevant to clinical practice environments |
| Apollo Endosurgery | Director | Jul 2022 – May 2023 | Minimally invasive devices; ended prior to acquisition |
| Vocera Communications Inc. | Director; Compensation Committee member | 2012 – Feb 2022 | Clinical workforce communication solutions; comp oversight |
| Aviv REIT Inc. | Director | 2013 – 2015 | Healthcare real estate exposure |
Board Governance
- Committee assignments: Chair, Nominating & Governance; Member, Compensation .
- Independence: Board determined O’Keefe is independent under NYSE rules; only CEO Beard and former CEO Wardell are non-independent .
- Attendance: Board met 5 times in FY25; all directors attended at least 75% of Board and committee meetings during their service .
- Committee activity: Nominating & Governance met 4 times; Compensation met 4 times in FY25 .
- Governance processes: Board conducts annual self-evaluation; executive sessions held at each regular meeting under the Lead Independent Director .
- Related party controls: Audit & Finance Committee reviews related party transactions; none required approval or disclosure in FY25 (no related-party transactions) .
Fixed Compensation
| Component | Amount/Terms | FY25 Detail |
|---|---|---|
| Annual cash retainer | $85,000 paid quarterly | $85,000 |
| Committee chair fee | $12,500 for Nominating & Governance chair | $12,500 (O’Keefe is Chair) |
| RSU equity grant | ~$140,000 grant-date value; vests at 1-year anniversary; 1 RSU = 1 share | 1,560 RSUs granted Nov 13, 2024 (value $140,166 determined at $89.85/share) |
| FY25 total comp (director services) | Cash + stock awards | $97,500 cash; $140,166 stock; total $237,666 |
- 60% of non-employee director annual compensation (excluding additional role fees) is in RSUs; directors must hold at least 3x annual retainer in shares .
- Deferred compensation: Directors may defer cash retainers; none deferred in FY25 .
Performance Compensation
Directors receive time-based RSUs; no performance-conditioned director equity or bonus metrics disclosed. RSU grant and vesting specifics:
| Grant Date | Shares Granted | Grant-Date Fair Value | Vesting |
|---|---|---|---|
| Nov 13, 2024 | 1,560 | $140,166 (at $89.85/share) | One-year cliff (Nov 13, 2025) |
- Hedging/pledging prohibition applies at Adtalem; no dividend payments on unvested performance awards, and the company maintains clawback policy for incentive compensation (executive program practices) .
Other Directorships & Interlocks
| External Board | Sector Overlap with ATGE | Potential Conflict Notes |
|---|---|---|
| ConvaTec Group PLC | Healthcare products; ATGE is healthcare education | No FY25 related-party transactions; Audit & Finance Committee oversees any such transactions |
| Apollo Endosurgery (prior) | Medical devices | Prior role concluded; no FY25 interlocks disclosed |
| Vocera Communications (prior) | Clinical communications | Prior role concluded; no FY25 interlocks disclosed |
| Aviv REIT (prior) | Healthcare real estate | No FY25 interlocks disclosed |
Expertise & Qualifications
- Healthcare systems leadership and medical education/services expertise (considerable) .
- Governance and compensation expertise (considerable) .
- Education sector understanding, accreditation and credentialing (considerable) .
- Human capital management and strategy (considerable) .
Equity Ownership
| Holder | Common Stock Beneficially Owned (Excl. Options/RSUs) | Options/RSUs/PSUs Vesting within 60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Sharon L. O’Keefe | 13,592 shares | 1,560 shares | 15,152 shares | <1% |
- Director stock ownership guidelines: 3x annual retainer; directors receive majority of compensation in RSUs .
- Company prohibits hedging/pledging of Adtalem common stock (policy) .
Governance Assessment
- Strengths: Independent chairship of Nominating & Governance and membership on Compensation signal high governance influence; robust attendance and structured Board/committee processes; no FY25 related-party transactions; clear director ownership and RSU alignment .
- Alignment: RSU-heavy director pay and ownership guidelines support shareholder alignment; prohibited hedging/pledging reduces misalignment risk .
- Potential red flags: External board role at ConvaTec represents sector adjacency but no transactions disclosed; continue monitoring for any future related-party dealings or interlocks; no attendance deficiencies reported .
- Committee independence: Compensation Committee comprised entirely of independent directors, including O’Keefe; no insider participation or cross-comp interlocks in FY25 .
Overall, O’Keefe’s healthcare operating depth and governance roles appear additive to Board effectiveness in a healthcare education strategy, with independence, attendance, and an equity-heavy pay mix supporting investor confidence .