Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers
On February 17, 2020 Adtalem issued a press release announcing that Mehul Patel
is resigning from his position as group president, Financial Services effective
Feb. 28, to pursue another opportunity outside the education industry. The
Financial Services vertical will be led by Chief Operating Officer, Stephen
Beard, and Chaka Patterson will be promoted to general counsel and corporate
secretary. Both will report directly to Chairman and CEO Lisa Wardell. The
press release is attached hereto as Exhibit 99.1 to this Form 8-K and is
incorporated herein by reference.
On February 11, 2020, Adtalem Global Education Inc. ("Adtalem") appointed Robert
Phelan (54) as Vice President, Chief Accounting Officer and principal accounting
officer of Adtalem, effective as of February 11, 2020. Michael Randolfi will
continue to serve as the Company's Chief Financial Officer and principal
financial officer.
Prior to joining Adtalem, Mr. Phelan most recently served as the Senior Vice
President, Finance-Corporate Controller/Risk Management/Asset Protection at
Sears Holdings Corporation ("Sears"), the parent company of Kmart Holdings
Corporation and Sears, Roebuck and Co., an integrated retailer with a national
network of stores, since June 2018. Prior to this, Mr. Phelan was the Senior
Vice President, Finance- Treasurer & Chief Audit Executive at Sears from July
2016 through May 2018. Mr. Phelan also served as Senior Vice President and
President - Inventory & Space Management at Sears from September 2007 through
June 2016. Mr. Phelan held a number of other roles of increasing responsibility
at Sears, which he first joined in August 1996.
There are no arrangements or understandings between Mr. Phelan and any other
person pursuant to which he was selected as Chief Accounting Officer. There are
also no family relationships between Mr. Phelan and any director or executive
officer of Adtalem and he has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his employment with Adtalem, Adtalem and Mr. Phelan entered
into an Offer Letter (the "Offer Letter"), dated as of January 27, 2020.
Pursuant to the terms of the Offer Letter, Mr. Phelan will be paid (i) an annual
base salary of $350,000; (ii) an annual cash bonus target opportunity equal to
50 percent of his base salary, subject to the attainment of certain performance
goals established by the Compensation Committee of the Adtalem Board of
Directors (the "Compensation Committee"); and (iii) an annual long-term
incentive equity grant, subject to the attainment of certain performance goals
established by the Compensation Committee.
In addition, Mr. Phelan received a one-time award of restricted stock units
under the Fourth Amended and Restated Incentive Plan of 2013. Subject to Mr.
Phelan's continued employment with Adtalem, the award will vest one-third per
year over three years from the grant date of February 12, 2020. Mr. Phelan
will also receive a special cash payment for the first seven months of his
employment.
The description of the terms of Mr. Phelan's employment is not complete and is
qualified in its entirety by the Offer Letter dated as of January 27, 2020,
between Adtalem and Mr. Phelan, which is attached hereto as Exhibit 10.1 and
incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
10.1 Offer Letter between Adtalem Global Education Inc., and Robert
Phelan dated January 27, 2020.
99.1 Press Release dated February 17, 2020.
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