Covista (CVSA) Proxy Filing summary

Executive summary

• Fiscal year 2024 saw record performance, with revenue up 9.2%, adjusted EPS up 19%, and total enrollment surpassing 83,000, driven by the "Growth with Purpose" strategy and operational integration across five institutions.

• Over 30,000 students graduated, 90% in healthcare fields, with 50% from diverse backgrounds; medical graduates achieved a 98% first-time residency attainment rate.

• Share repurchases totaled $261 million, and net cash from operations reached $288 million, reinforcing a focus on shareholder value.

Voting matters and shareholder proposals

• Shareholders are to vote on: (1) election of ten directors, (2) ratification of PricewaterhouseCoopers LLP as auditor, and (3) advisory approval of executive compensation.

• Board recommends voting FOR all director nominees, auditor ratification, and say-on-pay.

• No shareholder proposals were submitted for the 2024 meeting.

Board of directors and corporate governance

• Board comprises ten nominees with diverse backgrounds, 80% independence, and an average tenure of 5.5 years.

• 50% of directors are female, 30% ethnically diverse, and 40% have international experience.

• Five standing committees: Academic Quality, Audit and Finance, Compensation, External Relations, and Nominating & Governance, all chaired by independent directors.

• Board succession planning and refreshment ongoing, with four new independent directors since 2020.

• Annual board and committee self-evaluations and director education are standard practice.