William W. Burke
Adtalem Global EducationAbout William W. Burke
William W. Burke, age 66, is an independent director of Adtalem Global Education (ATGE) who has served on the Board since January 2017; he currently chairs the Audit and Finance Committee and is a member of the Compensation Committee . The Board has designated him an “audit committee financial expert” under SEC rules, reflecting deep finance and audit expertise; he previously served as Adtalem’s Lead Independent Director from July 2019 to November 2022 . Burke’s background includes President of Austin Highlands Advisors (2015–June 2024) and CFO roles at IDEV Technologies (2009–2013), ReAble Therapeutics (2004–2008) and Cholestech (2001–2004), with an MBA from Wharton and a B.B.A. in Finance from the University of Texas at Austin . He is affirmed independent under NYSE rules (Board has determined all directors other than the CEO and former executive chair are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Austin Highlands Advisors, LLC | President | Nov 2015 – Jun 2024 | Corporate advisory services leadership |
| IDEV Technologies | EVP & Chief Financial Officer | Nov 2009 – Aug 2013 (acquired by Abbott) | Led finance through sale to Abbott Laboratories |
| ReAble Therapeutics | EVP & Chief Financial Officer | Aug 2004 – Dec 2007; remained until Jun 2008 (sold to Blackstone; merged with DJO) | Finance leadership through go‑private and subsequent merger |
| Cholestech Corporation | Chief Financial Officer | 2001 – 2004 | CFO of medical diagnostics company |
External Roles
| Company | Ticker/Type | Role | Since | Committees/Notes |
|---|---|---|---|---|
| Tactile Systems Technology, Inc. | NASDAQ: TCMD | Chairman of the Board; Director; Nominating & Governance Committee member | 2015 | Current service and chair role disclosed |
| Ceribell Inc. | NASDAQ: CBLL | Director; Audit Committee Chair; Nominating & Governance Committee member | 2022 | Current committee chair role disclosed |
| Nalu Medical, Inc. | Private | Director | 2024 | Private medtech board role |
| Invuity, Inc. | Public (acq. by Stryker in 2018) | Former Director | — | Prior public board service |
| LDR Holding Corporation | Public (acq. by Zimmer Biomet in 2016) | Former Director | — | Prior public board service |
| Medical Action Industries | Public (acq. by Owens & Minor in 2014) | Former Director | — | Prior public board service |
Board Governance
- Committee assignments: Audit & Finance Committee Chair; Compensation Committee member .
- Audit & Finance remit: financial reporting oversight, internal controls, auditor selection, capital structure/financing strategies, IT/cyber risk, related-party transaction approval; Board determined Burke is an “audit committee financial expert” .
- Board/committee activity: Board met 5 times in FY25; Audit & Finance met 8 times; Compensation met 4 times .
- Attendance: Each director attended at least 75% of Board and committee meetings during their service in FY25 .
- Independence: Board affirms independence of all directors except the CEO and former executive chair; Burke is shown as “Independent” in his biography .
- Executive sessions: Board met in executive session at each regular meeting; Lead Independent Director presided (Mr. Malafronte) .
- Director engagement/education: Burke attended PwC’s Annual Corporate Directors Exchange in FY25 .
Fixed Compensation (Non-Employee Director – FY25)
| Component | Amount/Detail |
|---|---|
| Annual cash retainer | $85,000 |
| Audit & Finance Chair fee | $25,000 |
| Cash paid to Burke (Fees Earned) | $110,000 |
| Annual equity grant (RSUs) – grant date | 1,560 RSUs granted Nov 13, 2024; vests on one‑year anniversary |
| RSU grant fair value | $140,166 (1,560 RSUs at $89.85 grant-date FMV) |
| Total FY25 director compensation | $250,166 |
| Program design | 60% of non‑employee director annual compensation (ex‑chair fees) delivered in RSUs |
Notes: The RSU count was determined by dividing $140,000 by the $89.85 grant-date share price and rounding to the nearest 10 shares; vesting occurs one year after the grant date .
Performance Compensation (Directors)
| Instrument | Performance Metrics | Vesting |
|---|---|---|
| RSUs (annual director grant) | None disclosed for directors; time-based RSUs | One‑year cliff vest following grant |
Directors do not receive performance-conditioned equity; PSUs and operating metrics apply to executives, not directors .
Other Directorships & Interlocks
- Current public boards: Chairman at Tactile Systems Technology (TCMD); Director at Ceribell (CBLL), Audit Chair and N&G member .
- Private board: Nalu Medical (Director) .
- Interlocks/conflicts process: Nominating & Governance Committee screens for conflicts and interlocking directorships during nominations; related-party transactions require Audit & Finance Committee review/approval .
- FY25 related-party transactions: None requiring approval or SEC disclosure were identified .
Expertise & Qualifications
- Designated audit committee financial expert by the Board; extensive CFO/audit expertise and finance/planning competency .
- Sector-relevant experience in healthcare/medical technology, strategy, M&A/JVs, and governance per the Board’s skills matrix .
- Education: B.B.A. in Finance (University of Texas at Austin); MBA (The Wharton School, University of Pennsylvania) .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Shares beneficially owned excluding options/RSUs/PSUs | 7,808 |
| RSUs scheduled to vest within 60 days (as of Sep 23, 2025) | 1,560 |
| Total common stock beneficially owned (SEC method) | 9,368 (less than 1%) |
| Shares outstanding (for % calc) | 36,331,234 (as of Sep 23, 2025) |
| Director stock ownership guideline | ≥3x annual retainer for non‑employee directors |
| Compliance status | All directors not in phase‑in period have met minimum ownership requirements |
| Hedging/pledging | Prohibited by company policy |
Governance Assessment
- Strengths
- Independent director with deep finance/audit credentials; Board-designated audit committee financial expert and current Audit & Finance Chair .
- Robust committee structure and activity; Audit & Finance met 8x in FY25 with explicit cyber/IT risk and related-party oversight in remit .
- Solid engagement indicators: at least 75% attendance threshold attained by all directors; Burke participated in director education (PwC Corporate Directors Exchange) .
- No FY25 related-party transactions; Board policies require pre‑clearance and conflict review .
- Ownership alignment: meaningful director ownership rules (≥3x retainer); company reports compliance; hedging/pledging prohibited .
- Considerations
- Oversight concentration: simultaneous service as Audit & Finance Chair and Compensation Committee member at ATGE merits ongoing monitoring of bandwidth and potential perceived concentration of influence, though both committees are fully independent .
- External workload: concurrent chairmanship at TCMD and audit chair role at CBLL increase external commitments; current ATGE attendance thresholds were met, but investors often monitor multi‑board service for time demands .
RED FLAGS: None disclosed in FY25 regarding related-party transactions, pledging/hedging, or chronic low attendance; the company reports no related‑party transactions in FY25, prohibits hedging/pledging, and states all directors met at least 75% attendance .