Stock-Based Compensation

9 Months Ended

Mar. 31, 2024

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

15. Stock-Based Compensation

Adtalem’s current stock-based incentive plan is its Fourth Amended and Restated Incentive Plan of 2013, which is administered by the Compensation Committee of the Board. Under the plan, directors, key executives, and managerial employees are eligible to receive stock options, restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), and other forms of stock awards. As of March 31, 2024, 2,084,378 shares of common stock were available for future issuance under this plan.

Stock-based compensation expense is recognized on a straight-line basis over the required service period. Adtalem accounts for stock-based compensation granted to retirement eligible employees that fully vests upon an employee’s retirement under the non-substantive vesting period approach. Under this approach, the entire stock-based compensation expense is recognized at the grant date for stock-based grants issued to retirement eligible employees. For non-retirement eligible employees, stock-based compensation expense is recognized as expense over the requisite service period. We account for forfeitures of unvested awards in the period they occur. Adtalem issues new shares of common stock to satisfy stock option exercises, RSU vests, and PSU vests.

Stock-based compensation expense, which is included in student services and administrative expense, and the related income tax benefit were as follows (in thousands):

	Three Months Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Stock-based compensation	$	5,900	$	2,795	$	19,405	$	10,908
Income tax benefit		(1,532)		(721)		(6,515)		(3,024)
Stock-based compensation, net of tax	$	4,368	$	2,074	$	12,890	$	7,884

There was no capitalized stock-based compensation cost as of March 31, 2024 and June 30, 2023.

Stock Options

Beginning in fiscal year 2023, the Compensation Committee of the Board determined to no longer grant stock options. Prior to fiscal year 2023, we granted stock options generally with a four-year graduated vesting from the grant date and expire ten years from the grant date. The fair value of stock options was estimated using a binomial model. The following table summarizes stock option activity for the nine months ended March 31, 2024:

				Weighted-Average
	Number of			Remaining	Aggregate
	Stock	Weighted-Average		Contractual Life	Intrinsic Value
	Options	Exercise Price		(in years)	(in thousands)
Outstanding as of July 1, 2023	1,045,801	$	36.02
Exercised	(453,040)		34.02
Expired	(1,144)		28.32
Outstanding as of March 31, 2024	591,617		37.57	6.1	$	8,183
Exercisable as of March 31, 2024	451,942	$	38.31	5.9	$	5,917

The fair value of stock options that vested during the nine months ended March 31, 2024 and 2023 was $1.9 million and $2.1 million, respectively. As of March 31, 2024, $0.5 million of unrecognized stock-based compensation expense related to unvested stock options is expected to be recognized over a remaining weighted-average period of 1.3 years. The total intrinsic value of stock options exercised for the nine months ended March 31, 2024 and 2023 was $9.1 million and $0.8 million, respectively.

RSUs

Prior to fiscal year 2023, we granted RSUs generally with a four-year graduated vesting from the grant date. Beginning in fiscal year 2023, we grant RSUs generally with a three-year graduated vesting from the grant date. We also regularly grant RSUs to our Board members with a one-year cliff vest from the grant date. The fair value per share of RSUs is the closing market price of our common stock on the grant date. The following table summarizes RSU activity for the nine months ended March 31, 2024:

		Weighted-Average
	Number of	Grant Date
	RSUs	Fair Value
Unvested as of July 1, 2023	737,733	$	37.22
Granted	394,890		44.23
Vested	(288,175)		37.62
Forfeited	(28,648)		40.56
Unvested as of March 31, 2024	815,800	$	40.35

The weighted-average grant date fair value per share of RSUs granted in the nine months ended March 31, 2024 and 2023 was $44.23 and $39.87, respectively. The grant date fair value of RSUs that vested during the nine months ended March 31, 2024 and 2023 was $10.9 million and $8.4 million, respectively. As of March 31, 2024, $17.3 million of unrecognized stock-based compensation expense related to unvested RSUs is expected to be recognized over a remaining weighted-average period of 1.8 years.

PSUs

We issue PSUs generally with a three-year cliff vest from the grant date. The fair value per share of PSUs is the closing market price of our common stock on the grant date. We estimate the number of shares that will vest under our PSU awards when recognizing stock-based compensation expense for each reporting period. The final number of shares that vest under our PSUs is based on metrics approved by the Compensation Committee of the Board. The following table summarizes PSU activity for the nine months ended March 31, 2024:

		Weighted-Average
	Number of	Grant Date
	PSUs	Fair Value
Unvested as of July 1, 2023	490,300	$	35.17
Granted (1)	333,210		50.07
Vested	(126,918)		29.92
Forfeited	(52,212)		32.10
Unvested as of March 31, 2024	644,380	$	43.81
(1) Includes incremental PSUs awarded upon achievement of metrics.

The weighted-average grant date fair value per share of PSUs granted in the nine months ended March 31, 2024 and 2023 was $50.07 and $40.43, respectively. The grant date fair value of PSUs that vested during the nine months ended March 31, 2024 and 2023 was $4.1 million and $3.4 million, respectively. As of March 31, 2024, $16.3 million of unrecognized stock-based compensation expense related to unvested PSUs is expected to be recognized over a remaining weighted-average period of 1.8 years.