Covista Inc. Stock Compensation Disclosure
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, employees and directors are eligible to receive stock options, restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), and other forms of stock awards. As of June 30, 2025, 1,665,195 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 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):
Year Ended June 30, | |||||||||
2025 | 2024 | 2023 | |||||||
Stock-based compensation | $ | 41,590 | $ | 25,947 | $ | 14,299 | |||
Income tax benefit |
| (8,695) |
| (8,594) |
| (3,938) | |||
Stock-based compensation, net of tax | $ | 32,895 | $ | 17,353 | $ | 10,361 | |||
There was no capitalized stock-based compensation cost as of each of June 30, 2025 and 2024.
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 graded vesting from the grant date and expire ten years from the grant date. The following table summarizes stock option activity for the year ended June 30, 2025:
Weighted-Average | ||||||||||
Number of | Remaining | Aggregate | ||||||||
Stock | Weighted-Average | Contractual Life | Intrinsic Value | |||||||
Options | Exercise Price | (in years) | (in thousands) | |||||||
Outstanding as of June 30, 2024 |
| 550,343 | $ | 37.34 |
| |||||
Exercised |
| (273,780) | 36.63 |
| ||||||
Expired |
| (1,325) | 36.46 |
| ||||||
Outstanding as of June 30, 2025 |
| 275,238 |
| 38.05 |
| 5.4 | $ | 24,545 | ||
Exercisable as of June 30, 2025 |
| 232,430 | $ | 38.24 |
| 5.3 | $ | 20,683 | ||
The fair value of stock options that vested during the years ended June 30, 2025, 2024, and 2023 was $1.3 million, $1.9 million, and $2.1 million, respectively. As of June 30, 2025, $0.1 million of unrecognized stock-based compensation expense related to unvested stock options is expected to be recognized over a remaining weighted-average period of 0.2 years. The total intrinsic value of stock options exercised for the years ended June 30, 2025, 2024, and 2023 was $10.6 million, $10.0 million, and $1.1 million, respectively. The tax benefit from options exercised for the years ended June 30, 2025, 2024, and 2023 was $0.3 million, $2.5 million, and $0.3 million, respectively.
RSUs
Prior to fiscal year 2023, we granted RSUs generally with a four-year graded vesting from the grant date. Beginning in fiscal year 2023, we grant RSUs generally with a three-year graded vesting from the grant date. We also 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 year ended June 30, 2025:
Weighted-Average | |||||
Number of | Grant Date | ||||
RSUs | Fair Value | ||||
Unvested as of June 30, 2024 |
| 755,841 | $ | 40.51 | |
Granted |
| 221,210 |
| 89.65 | |
Vested |
| (390,514) |
| 40.68 | |
Forfeited |
| (56,568) |
| 54.38 | |
Unvested as of June 30, 2025 |
| 529,969 | $ | 59.41 | |
The weighted-average grant date fair value per share of RSUs granted in the years ended June 30, 2025, 2024, and 2023 was $89.65, $44.24, and $39.90 respectively. The grant date fair value of RSUs that vested during the years ended June 30, 2025, 2024, and 2023 was $15.9 million, $13.0 million, and $9.4 million, respectively. As of June 30, 2025, $14.8 million of unrecognized stock-based compensation expense related to unvested RSUs is expected to be recognized over a remaining weighted-average period of 1.7 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 year ended June 30, 2025:
Weighted-Average | |||||
Number of | Grant Date | ||||
PSUs | Fair Value | ||||
Unvested as of June 30, 2024 |
| 629,770 | $ | 43.77 | |
Granted |
| 167,050 |
| 89.74 | |
Vested |
| (83,357) |
| 33.84 | |
Forfeited |
| (99,463) |
| 46.36 | |
Unvested as of June 30, 2025 |
| 614,000 | $ | 57.20 | |
The weighted-average grant date fair value per share of PSUs granted in the years ended June 30, 2025, 2024, and 2023 was $89.74, $50.02, and $40.43, respectively. The grant date fair value of PSUs that vested during the years ended June 30, 2025, 2024, and 2023 was $2.8 million, $4.1 million, and $3.4 million, respectively. As of June 30, 2025, $24.3 million of unrecognized stock-based compensation expense related to unvested PSUs is expected to be recognized over a remaining weighted-average period of 1.6 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Aug 7, 2025 | Showing above |
| 2024 | Aug 6, 2024 | |
| 2023 | Aug 10, 2023 | |
| 2022 | Aug 11, 2022 | |
| 2021 | Aug 19, 2021 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.