Covista (CVSA) Proxy Filing summary

Executive summary

• Achieved record revenue of $1.79 billion in FY25, up 12.9%, and adjusted EPS of $6.67, up 33.1% year-over-year, surpassing prior targets.

• Total enrollment exceeded 91,000 students, with 29,000 graduates, 90% entering healthcare professions, and significant growth at Chamberlain and Walden Universities.

• Strategic focus on operational excellence and the Growth with Purpose (GwP) strategy drove superior financial and academic outcomes, positioning the organization as a key healthcare workforce partner.

• Returned $221 million to shareholders through share repurchases and announced a new $150 million program through May 2028.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of ten directors, (2) ratification of PricewaterhouseCoopers LLP as independent auditor for FY26, and (3) advisory approval of executive compensation (say-on-pay).

• Board recommends voting FOR all director nominees, auditor ratification, and executive compensation.

• Shareholders representing over 70% of shares were engaged for feedback on governance and compensation.

Board of directors and corporate governance

• Board consists of ten nominees with diverse backgrounds in healthcare, finance, technology, and education; 80% are independent.

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

• Annual board self-evaluation and succession planning supported by external advisors; four new independent directors added since 2020.

• Lead Independent Director role established to ensure independent oversight when CEO is also Chairman.