Adtalem Global Education Inc.

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Issues Raised in the ISS Report	Board Rationale for Executive Compensation
The CEO received a front-loaded equity award	ISS concludes that “investors place scrutiny on front-loaded awards given that they effectively lock in award magnitude over several years, limiting the Board’s ability to meaningfully adjust future grant levels or performance criteria in the event of unforeseen events or changes in either performance or strategic focus.”
	However, the Compensation Committee explicitly addressed this concern by:
	◾	excluding time-vested restricted stock units from the grant, making it fully performance based;
	◾	extending the vesting schedule beyond what had previously existed such that no portion of the award vested before year three – increasing the retention value of the award and encouraging multi-year stretch goal setting; and
	◾	committing to not award any equity grant to the CEO for fiscal year 2019.
	While the ISS quantitative and qualitative tests evaluate CEO compensation in the context of a single fiscal year – to view Ms. Wardell’s compensation in a single fiscal year under these circumstances, values form over substance.  We believe it is more appropriate to evaluate her compensation in the context of, and including, the FY2019 cycle, in which there will be no equity grant (this decision was memorialized in our proxy statement).  Viewed on a normalized basis over the two-year cycle, Ms. Wardell’s compensation falls well within alignment parameters articulated by ISS.  For example, with respect to two of the four ISS parameters, Ms. Wardell’s compensation is nearly perfectly aligned with the parameters with or without normalization.
	An illustration of the application of the ISS tests to a normalized view of Ms. Wardell’s compensation is set forth below as Exhibit A.
A portion of the performance shares may be earned based on either annual or multi-year performance	The performance goals in each year and in total are stretch goals and aligned with our strategic plan.
	We set one year as well as three year average goals.  We believe this feature drives continued focus on performance through the three year period, even if one year of performance deteriorates.
	The performance shares granted have a three year cliff vesting requirement.  No portion of these awards will vest or be delivered to the CEO until the end of the three year period.