Stephen W. Beard

About Stephen W. Beard

Stephen W. Beard, 54, is Chairman of the Board and Chief Executive Officer of Adtalem Global Education (ATGE). He joined Adtalem in 2018 as SVP, General Counsel and Corporate Secretary, became COO in 2019, was appointed President & CEO and a director in September 2021, and was elected Chairman in November 2024. He holds a B.A. from the University of Illinois at Urbana-Champaign and a J.D. from Indiana University Maurer School of Law . Under Beard’s leadership, FY25 revenue grew 12.9% to $1,788M, adjusted EPS rose 33.1% to $6.67, adjusted EBITDA margin expanded 190 bps to 25.7%, and ATGE’s share price increased 87% with 5-year TSR +308% vs S&P 500 +116% and peer group +113% .

Past Roles

External Roles

Fixed Compensation

Notes: MIP = annual cash incentive.

Performance Compensation

• Annual incentive structure (CEO): 45% revenue / 55% adjusted EPS, plus an individual performance modifier (0–125%) .

Long-term incentives (design):

• Regular annual LTI: 40% RSUs (3-yr ratable vest), 60% PSUs (3-yr cliff; revenue growth and adjusted EBITDA margin) .
• FY26 intent: CEO LTI 100% PSUs; other NEOs 70% PSUs .

FY25 equity awards (grant-date fair value and units):

Multi-year PSU outcomes:

• FY23–FY25 regular PSUs: Revenue PSU paid 200%; EBITDA margin PSU paid 86% (weighted ~143%) .
• Growth with Purpose (GwP) supplemental PSUs (FY24–FY25): Revenue PSU 200%; Adj. EBITDA margin PSU 171%; overall 186% payout; CEO target grant 81,430 PSUs (8/23/2023) .

Equity Ownership & Alignment

• Beneficial ownership (as of 9/23/2025): Beard owns 459,734 shares (including options/awards exercisable/vesting within 60 days), or 1.3% of shares outstanding . Total shares outstanding: 36,331,234 .
• Stock ownership guidelines (updated FY25): CEO 8x base salary (increased from 5x); CFO 3x; other execs 3x; all in-phase executives and directors in compliance .
• Hedging/Pledging: Hedging prohibited; pledging or margin accounts prohibited absent GC approval; no director/executive has requested approval .
• Outstanding equity and vesting:
  • RSUs not vested (value): 155,109 units ($19.73M at $127.23) .
  • PSUs unearned (target): 335,150 units ($42.64M at $127.23, assumes target) .
  • Options outstanding: multiple grants with strike prices $32.03–$49.05 (in-the-money vs $127.23 6/30/25 price) .
• Upcoming vesting schedule (selected):
  • RSUs 11/13/2024 grant: 20,776/yr vest in 2025, 2026, 2027 .
  • RSUs 8/23/2023 grant: remaining 21,717/yr vest in 2025 .
  • PSUs (examples): 11/13/2024 grant vests 11/13/2027; 11/8/2023 grant vests 8/23/2026; 8/23/2023 GwP vests 8/23/2025 .

Employment Terms

• Termination without cause / resignation for good reason: lump sum 12 months base salary plus pro-rated MIP at actual performance (paid when others are paid) .
• Change-in-control (within 12 months): lump sum 2x base salary + average MIP of prior 2 years; accelerated vesting of all outstanding stock options; equity plan has double-trigger for awards granted since Nov 2017 (accelerates if not assumed, company ceases to be public, or termination without cause/for good reason within 2 years post-CoC) .
• Covenants/other: Executive employment agreements include non-compete and non-solicitation protections for Adtalem .
• Clawback: NYSE-compliant Incentive Compensation Recovery Policy adopted Nov 2023; extends beyond SEC requirements to permit recovery for restrictive covenant violations or reputational harm .

Board Governance

• Role: Chairman and CEO (combined Nov 2024); Beard is not independent under NYSE rules .
• Independence: 80% of current directors/nominees are independent; committees (Audit & Finance, Compensation, Nominating & Governance) fully independent .
• Lead Independent Director: Michael Malafronte appointed when roles were combined; presides over executive sessions at each regular board meeting .
• Committee membership: Beard serves on no board committees .
• Attendance: All directors attended at least 75% of board/committee meetings in FY25 .

Director Compensation (context for dual-role)

• Standard non-employee director pay: $85,000 cash retainer + ~$140,000 in RSUs; committee chair retainers (Audit $25k; Comp $17.5k; others $12.5k); Lead Independent Director $35k; independent Chairman retainer $120k (not applicable to Beard; he received no extra pay as Chair) .

Compensation Structure Analysis

• Mix and alignment:
  • CEO base salary remained $1.0M (6% of target TDC in FY25); annual incentive target 125% of salary; regular LTI equals 86% of target TDC for CEO, heavily PSU-weighted, moving to 100% PSUs in FY26—strong pay-for-performance linkage .
  • Annual plan used aggressive targets (FY25 revenue target $1,730M, +9% YoY; adj. EPS target $6.04, +21% YoY), with payouts capped at 200% per metric plus individual modifier up to 125% .
  • GwP supplemental PSUs (FY24–FY25) layered on top of regular program to reward step-change performance; paid 186% reflecting exceptional outcomes—powerful incentive but raises “windfall/one-off” scrutiny if replicated .
• Governance controls:
  • No single-trigger cash severance; double-trigger equity vesting since 2017; hedging/pledging prohibitions; clawback policy broadened beyond SEC baseline; robust ownership guidelines (CEO 8x salary) .
• Exceptions/flags:
  • 2025 “All Other Compensation” included tax gross-up payments tied to an administrative error in the Nonqualified Deferred Compensation Plan ($104,810 for Beard); company states no gross-ups for change-in-control/severance, but this exception is investor-notable .

Ownership, Pledging, and Deferred Compensation

• Beneficial ownership: 459,734 shares (1.3% of outstanding) including exercisable/near-vesting awards .
• No pledging/hedging; no approvals requested .
• Deferred compensation: Beard deferred $420,502 of salary and $190,563 of MIP in FY25; company match credited $199,294; year-end NQDC balance $1,500,582 .

Performance & Track Record

• FY25 results: revenue $1,788M (+12.9%), adjusted EPS $6.67 (+33.1%), adjusted EBITDA $460M (margin 25.7%, +190 bps), operating cash flow $334M; $211M buybacks completed; new $150M repurchase authorization; net leverage ~0.8x .
• TSR and stock: FY25 share price +87%; 5-year TSR +308% vs S&P 500 +116% and peer group +113% .
• Strategic execution: Walden integration exceeded $60M value capture; Financial Services segment divested for $1B with $770M debt paydown; multi-year GwP drove enrollment growth across institutions .

Compensation Peer Group

• Expanded peer set spans education and healthcare services; includes 2U, Perdoceo, Strategic Education, Laureate, Stride, Grand Canyon Education, AMN Healthcare, Amedisys, Chemed, Ensign Group, Cross Country Healthcare, Bright Horizons, Brookdale Senior Living, Chegg, John Wiley & Sons, Universal Technical Institute, Udemy (examples across FY25 disclosures) .

Risk Indicators & Red Flags

• Combined Chair/CEO governance risk mitigated by Lead Independent Director and 80% independent board; monitor ongoing board independence and executive sessions .
• Extraordinary PSU outcomes (GwP 186%) imply significant realized/realizable equity; ensure future cycles maintain rigorous targets to avoid pay inflation .
• One-off tax gross-up tied to NQDC administrative error is a negative outlier; not recurring per policy but bears watching .
• No related-party transactions in FY25 reported ; hedging/pledging prohibited with no exceptions .

Investment Implications

• Pay-for-performance is strong: majority of CEO pay at risk, tightening further with planned 100% PSU mix in FY26; metrics (revenue growth and EBITDA margin) align well with ATGE’s operating model and TSR profile .
• Retention risk appears low near-term given substantial unvested RSUs/PSUs and ownership guideline (8x salary) requirements; double-trigger equity and severance terms are moderate (2x base + average MIP on CoC for CEO) .
• Potential selling pressure dates cluster around RSU tranches (e.g., ~20,776 shares vest annually from 11/13/2024 grant through 2027) and PSU cliffs (e.g., 8/23/2025 and 11/13/2027), though pledging/hedging prohibitions and ownership requirements temper immediate liquidity .
• Governance trade-off of combining Chair/CEO is partially offset by a clearly empowered Lead Independent Director and fully independent key committees; continued board refresh and independence remain important monitors .

Pay-versus-performance disclosures show very high “compensation actually paid” in 2025 driven by equity value accretion (CAP to PEO $120.35M), consistent with exceptional stock performance; investors should monitor calibration of PSU targets and grant sizing as ATGE transitions to more performance-only LTI for the CEO .