Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 18, 2022, Adtalem Global Education Inc. ("Adtalem") appointed Manjunath Gangadharan (39) as Vice President, Chief Accounting Officer and principal accounting officer of Adtalem, effective as of April 18, 2022. Robert J. Phelan will continue to serve as the Company's Chief Financial Officer and principal financial officer. Prior to joining Adtalem, Mr. Gangadharan served as the Vice President, Corporate Controller for Culligan International ("Culligan"), since April 2021. Prior to joining Culligan, Mr. Gangadharan served as the Chief Accounting Officer for Groupon Inc. ("Groupon"), since February 2020, and prior to that served in various roles at Groupon including as Senior Director, North America Controller and Head of Global Payroll and Shared Services from May 2019 to February 2020; Director of Corporate Accounting from April 2018 to May 2019; International Goods Controller from December 2016 to April 2018; Corporate Accounting Senior Manager from April 2015 to December 2016; and Corporate Accounting Manager from July 2014 to April 2015. Prior to joining Groupon, Mr. Gangadharan was the Accounting Policies and Procedures Manager at Sony Corporation of America, a subsidiary of Sony Corporation, from October 2012 to July 2014. Mr. Gangadharan began his career as an auditor at Deloitte & Touche, a public accounting firm.

There are no arrangements or understandings between Mr. Gangadharan and any other person pursuant to which he was selected as Chief Accounting Officer. There are also no family relationships between Mr. Gangadharan and any director or 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. Gangadharan entered into an Offer Letter (the "Offer Letter"), dated as of March 18, 2022. Pursuant to the terms of the Offer Letter, Mr. Gangadharan will be paid (i) an annual base salary of $325,000; (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. Gangadharan will also receive a one-time award of restricted stock units with a grant date value of $175,000. Subject to Mr. Gangadharan's continued employment with Adtalem, the award will vest one-fourth per year over four years from the grant date. Mr. Gangadharan is also eligible for a cash bonus valued at $75,000 payable in two installments in 2022.

The description of the terms of Mr. Gangadharan's employment is not complete and is qualified in its entirety by the Offer Letter between Adtalem and Mr. Gangadharan, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

Exhibit No.                                Description
  10.1           Offer Letter between Adtalem Global Education Inc. and Manjunath
               Gangadharan dated March 18, 2022.

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