DEF 14A of Lincoln Educational Services Corp
Filed Mar 26, 2026 · FY20250001140361-26-011290
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS At the Annual Meeting, shareholders will be asked to elect a total of ten directors. Our bylaws provide for a minimum of three directors and a maximum of eleven directors, as set by the Board of Directors from time to time. Each elected director will hold office until the next annual meeting of shareholders or until the director’s successor is duly elected and qualified. All of the nominees for director have consented to being named in this Proxy Statement and to serve if elected, and the Board of Directors knows of no reason why any of the nominees would be unable or unwilling to serve if elected. If any nominee should, for any reason, be unable or unwilling to serve, the shares represented by valid proxies received by the Company will be voted for the election of such other person for the office of director as the Board of Directors may nominate in the place of such nominee or the size of the Board of Directors may be reduced. Shareholders may withhold authority to vote their proxies for either (i) the entire slate of nominated directors by checking the box marked WITHHOLD AUTHORITY; or (ii) any one or more of the individual nominees by following the instructions on the Notice of Internet Availability, on your proxy card if you have requested one, or by calling the toll-free telephone number included in your proxy card if you have requested one. Instructions that withhold authority to vote for one or more of the nominees will cause any such nominee to receive fewer votes. Upon the recommendation of the Nominating and Corporate Governance Committee, the following ten persons have been selected by the Board of Directors as nominees for election to the Board of Directors: John A. Bartholdson, James J. Burke, Jr., Anna Escobedo Cabral, Kevin M. Carney, Marta Newhart, Michael A. Plater, Felecia J. Pryor, Carlton E. Rose, Scott M. Shaw, and Sylvia J. Young. The Company’s directors have a variety of backgrounds, reflecting the Company’s continuing efforts to achieve a wide range of insights and perspectives. As further discussed below, the director nominees are considered based upon, among other criteria, their business knowledge and experience, relevant ability and experience to the Company’s business and operations, and reputation in their fields. Additional information about these nominees is provided in the table and biographical information that follows.
Required Vote
Required Vote The affirmative vote of a plurality of votes cast by holders of our Common Stock, present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors, is required to elect John A. Bartholdson, James J. Burke, Jr., Anna Escobedo Cabral, Kevin M. Carney, Marta Newhart, Michael A. Plater, Felecia J. Pryor, Carlton E. Rose, Scott M. Shaw and Sylvia J. Young. The Board of Directors recommends a vote “FOR” each of the named nominees for director.
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS The following sets forth certain information concerning the director nominees and executive officers of the Company named in this Proxy Statement (ages as of March 18, 2026):
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
| Director or Executive Officer | Age | Current Position Held | | John A. Bartholdson | 55 | Non-Executive Chair of the Board of Directors | | James J. Burke, Jr. | 74 | Director | | Anna Escobedo Cabral | 66 | Director | | Kevin M. Carney | 62 | Director | | Marta Newhart | 64 | Director | | Michael A. Plater | 69 | Director | | Felecia J. Pryor | 51 | Director | | Carlton E. Rose | 64 | Director | | Sylvia J. Young | 64 | Director | | Scott M. Shaw | 63 | President & Chief Executive Officer, Director | | Brian K. Meyers | 58 | Executive Vice President, Chief Financial Officer and Treasurer | | Chad D. Nyce | 53 | Executive Vice President, Chief Operating Officer | | Alexandra M. Luster | 61 | Senior Vice President, General Counsel and Corporate Secretary | | Stephen Ace | 62 | Senior Vice President and Chief Human Resources Officer |
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
John A. Bartholdson (Non-Executive Chair of the Board of Directors) has served on our Board of Directors since 2019 and currently serves as Non-Executive Chair of the Board of Directors. He is a founder and managing member of Juniper Investment Company, LLC, a New York-based private investment firm. Mr. Bartholdson also currently serves on the board of directors of Bioventus, Inc., where he serves as the Chairperson of the Compensation Committee and a member of the Compliance, Ethics and Culture Committee, and as the Chair of the board of directors of Theragenics Corporation, a privately-held company. Previously, he served as a member of the board of directors of Obagi Medical Products, Inc., a publicly-traded company, as well as on the boards of numerous private companies. Prior to co-founding Juniper Investment Company, Mr. Bartholdson was a partner of Stonington Partners, Inc., where he worked from 1997 to 2011. Mr. Bartholdson received his B.A. from Duke University and his M.B.A. from Stanford Graduate School of Business. He has many years of experience leading and overseeing investments across a range of industries and has a successful record of managing investments in public companies. Mr. Bartholdson’s extensive management oversight, corporate governance knowledge developed through his service on multiple public and private company boards and committees, and deep transactional expertise make him uniquely qualified to serve as the Non-Executive Chair of the Board of Directors. James J. Burke, Jr. (Director) has served on our Board of Directors since 1999. He is the founder of JJB Capital Partners LLC, a private investment firm formerly known as J. Burke Capital Partners LLC, and was its managing member from 2007 through 2024. He was also the co-founder, partner, and director of Stonington Partners, Inc. (1994-2007) and co-founder of Merrill Lynch Capital Partners, Inc., a private equity fund for which he was the President and CEO from 1987 to 1999. He received a B.A. from Brown University and an M.B.A. with Distinction from Harvard University Graduate School of Business Administration. Mr. Burke also serves on the board of directors of a number of privately-owned companies and several non-profit organizations. Throughout his career, he has been responsible for sourcing and analyzing investment opportunities, where he has developed both expertise and significant knowledge regarding the managerial, operational and financial aspects of a business. His extensive investment and industry experience provide valuable insight to the Board of Directors. Anna Escobedo Cabral (Director) has served on our Board of Directors since 2024. She is currently a board member of Navient Corporation, a student loan servicer, where she serves as Chair of the Audit Committee and a member of the Compensation Committee. She has been a director at Navient Corporation since 2014. She served as Treasurer of the United States of America from 2004 to 2009. In this role, she oversaw the Bureau of Engraving and Printing and the U.S. Mint and led the Treasury Department’s community development and public outreach efforts, including financial education initiatives designed to increase financial literacy and remove barriers to Americans’ success. From 2009 to 2018, Ms. Cabral served as senior advisor for external relations at the Inter-American Development Bank. She also served as director of the Smithsonian Institution’s Center for Latino Initiatives, and as President and CEO of the Hispanic Association on Corporate Responsibility. She has served as chair of the Financial Services Roundtable Retirement Security Council, chairs the BBVA Microfinance Foundation, and is a member of MANA, a national Latina organization. From 1991 to 1999, Ms. Cabral served as the executive staff director of the United States Senate Republican Conference Task Force for Hispanic Affairs, and from 1993 to 1999, she served as chief clerk, and later as deputy staff director, for the United States Senate Committee on the Judiciary. Ms. Cabral has a B.A. in Political Science from the University of California, Davis; a Master of Public Administration degree from Harvard University John F. Kennedy School of Government; and a J.D. from George Mason University School of Law. Her extensive experience in legislative, corporate responsibility, and administrative matters provides valuable insight to the Board of Directors. Kevin M. Carney (Director) has served on our Board of Directors since 2020. He retired as Executive Vice President and Chief Financial Officer of Web.com Group, Inc. (formerly a NASDAQ-listed company). Mr. Carney joined the founding management team of Web.com in 1998 and served as its Chief Financial Officer through 2018. Prior to Web.com, Mr. Carney was Director of Finance and Chief Financial Officer of The Carlyle Group and Carlyle International, respectively, from 1990 through 1994 and then served as Director of Mergers and Acquisitions at Manor Care, Inc. (formerly a NYSE listed company). He began his career as an auditor with Arthur Andersen & Co. as a Certified Public Accountant and holds a B.S. in Accounting and Finance from Boston College. Mr. Carney’s extensive accounting, financial, and executive management experience in both financial and technological industries is of significant value to the Board of Directors. Marta Newhart (Director) has served on our Board of Directors since 2024. She is a global business leader with executive experience in enterprise strategy, marketing, investor relations, and communications across Fortune-ranked industrial companies, including Boeing, Medtronic, Johnson Controls, and Westinghouse. She has led organizations through major M&A events, enterprise transformations, complex regulatory environments, and high-visibility operational challenges, grounded in experience across global manufacturing, aerospace, medical technology, and energy. Her leadership spans corporate strategy, brand and reputation management, stakeholder engagement, and risk oversight, and she is widely recognized in governance and director education forums for her expertise in operational rigor and modern board practices. She is currently senior adviser for APCO Worldwide and CEO of Mejor Compra LLC. Ms. Newhart has a B.A. in International Business and International Communications from the University of Washington in Seattle and an M.B.A. in Business Management and Marketing from Pepperdine University in Malibu. Ms. Newhart’s extensive business and executive management experience in large-cap, global manufacturing firms and prior board experience, provides valuable insight to the Board of Directors. Michael A. Plater, Ph.D. (Director) has served on our Board of Directors since 2020. He is a former President of Strayer University, having begun his career at Strayer University, LLC (now a subsidiary of Strategic Education, Inc.) in 2010, holding successive positions as Provost and Chief Academic Officer, Interim President, and President before his retirement. Prior to joining Strayer, Dr. Plater held various positions at a number of educational institutions such as Dean of the College of Arts and Sciences at North Carolina A&T State University, Associate Dean of the Graduate School at Brown University, Director of the Entrepreneurial Center, University of Florida Business School, and consultant to the Wharton Small Business Development Center. Dr. Plater served as Vice President of Higher Education of Kelly Educational Staffing from April 2021 through June 2023. Dr. Plater is a graduate of Harvard College with a B.A. in Economics, holds an M.B.A. in Business Administration from the Wharton School of Business, and a Ph.D. in American Studies from The College of William and Mary. Dr. Plater’s significant experience in academic management and adult education provides valuable insight to the Board of Directors.
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
Felecia J. Pryor (Director) has served on our Board of Directors since 2021. She currently serves as Senior Vice President and Chief People Officer at John Deere, where she has responsibility for human resources, labor relations, brand marketing and communications, and aviation and security. Prior to joining John Deere, she served as the Executive Vice President & Chief Human Resource Officer for BorgWarner, where her primary focus, on a global level, included compensation and employee benefits, talent management, labor, employment, social responsibility, and internal communications. Additionally, she served more than 16 years in human resources at the Ford Motor Company across a multitude of areas with increased levels of responsibility in labor relations and corporate human resources roles. She also served as Ford’s Vice President of Human Resources for Ford ASEAN (Bangkok, Thailand) and Human Resources Director Ford Asia Pacific (Nanjing, China). Ms. Pryor is a licensed Michigan attorney who holds a B.A. in Criminal Justice from Valdosta State University, a Master of Public Administration from Florida Atlantic University, and a J.D. from Western Michigan University Thomas M. Cooley Law School. Ms. Pryor’s extensive experience in human resources, added perspective stemming from her previous automotive industry experience, and her current position in heavy equipment manufacturing and technology bring a valuable perspective to the Board of Directors. Carlton E. Rose (Director) has served on our Board of Directors since 2020. He was employed by United Parcel Service from 1980 until his retirement in March 2023. He began his career as a package handler and, during his 43-year tenure, earned numerous promotions as a result of his technical skills, business skills, and team leadership, culminating in his most recent position as Global President for Fleet Maintenance & Engineering. In June 2023, Mr. Rose was appointed to the board of directors of REE Automotive, an automotive technology company and provider of fully by-wire electric trucks and platforms. Since 2018, Mr. Rose has served on the March Foundation, whose mission is to improve educational opportunities for African American youth by awarding scholarships and grants to qualified students. A native of Marion, Indiana, Mr. Rose is an automotive engineering graduate of the Indianapolis campus of Lincoln Technical Institute, now Lincoln College of Technology. Mr. Rose’s history as a graduate of one of our schools, as well as his extensive management experience, affords him a unique perspective on our Company to the benefit of the Board of Directors. Sylvia J. Young (Director) has served on our Board of Directors since 2023. She has been a dedicated veteran of hospital administration since 1985, most recently serving as President and Chief Executive Officer of HCA Continental Division from June 2012 until her retirement in 2023. HCA Continental Division, a $3.6 billion net revenue regional health care system, includes HealthONE in Denver, CO and Wesley Healthcare in Wichita, KS. Before her appointment to the Denver-based Division headquarters, Ms. Young served as President of HCA’s Sunrise Health System. Ms. Young is currently the Chief Executive Officer of Young Consulting Advisors, LLC. In May 2023, Ms. Young joined the board of directors of the publicly-traded Pediatrix Medical Group, Inc., and currently serves on its Compensation and Talent Committee and Audit Committee. In April 2019, Ms. Young was appointed At-Large Trustee of the American Hospital Association Board of Trustees. She also works as a consultant for the publicly-traded Ceribell, Inc. and is an executive coach for hospital CEOs. Ms. Young holds a B.A. in Public Administration from Samford University in Birmingham and a Master of Health Administration from the University of Alabama, Birmingham. Ms. Young’s extensive business experience provides significant value to the Board of Directors. Scott M. Shaw (Director, President & Chief Executive Officer) joined the Company in 2001 and currently serves as our President and Chief Executive Officer. Mr. Shaw has served on our Board of Directors from 2001 to 2006 and since July 2015. Prior to assuming the position of President and Chief Executive Officer, Mr. Shaw served in the positions of President and Chief Operating Officer, Executive Vice President and Chief Administrative Officer, and Senior Vice President of Strategic Planning and Business Development of the Company. Prior to joining the Company, Mr. Shaw was a partner of Stonington Partners, Inc., where he had been since 1994. As a partner at Stonington Partners, Mr. Shaw was responsible for identifying, evaluating, and acquiring companies and then assisting in their oversight by participating on the board of directors of the acquired companies. In addition, Mr. Shaw worked closely with senior management to develop long-term strategic plans, to evaluate acquisitions and new investment opportunities, to assist with refinancing, and to execute on the final sale of the company either to the public or to another company. Mr. Shaw also served as a consultant to Merrill Lynch Capital Partners Inc., a private investment firm associated with Merrill Lynch & Co., Inc., from 1994 through 2000. Mr. Shaw holds a B.A. from Duke University and an M.B.A. from the Wharton School of Business. His extensive financial and business management experience, long history with the Company, and deep knowledge of the industry continues to provide our Board of Directors with strong insights into the industry and its evolving landscape. Brian K. Meyers (Executive Vice President, Chief Financial Officer and Treasurer) joined the Company in 2002 and currently serves as our Executive Vice President, Chief Financial Officer, and Treasurer. He has more than 30 years of accounting and financial management experience. Prior to joining the Company, Mr. Meyers served as Vice President and Controller for Candie’s Inc. and began his career in 1989 with Eisner LLP (currently EisnerAmper LLP), a public accounting firm. He is a certified public accountant and holds a B.S. in accounting from Wagner College. Chad D. Nyce (Executive Vice President and Chief Operating Officer) has served as our Executive Vice President and Chief Operating Officer since 2025 and previously served as Executive Vice President and Chief Innovation Officer. Previously, he was the Chief Operating Officer at Strayer University, LLC (now a subsidiary of Strategic Education, Inc.) from 2007 to 2019. Prior to his tenure at Strayer, he was a Regional Vice President of Operations for InteliStaf Healthcare, Inc., one of the nation’s largest privately-held healthcare staffing firms, from 2004 to 2007. Prior to his tenure at InteliStaf, Mr. Nyce served as a Vice President of the Investment Banking Division at Goldman, Sachs & Co. and held senior management positions at BostonCoach, a wholly owned subsidiary of Fidelity Investments. Mr. Nyce holds a B.B.A. and an M.B.A. from Temple University. Alexandra M. Luster (Senior Vice President, General Counsel and Corporate Secretary) has served as our Senior Vice President, General Counsel and Corporate Secretary since 1995. She oversees the Company’s Legal and Regulatory & Compliance Departments. She has over 30 years of relevant legal experience. A member of the Association of Corporate Counsel, Ms. Luster received her B.A. in Communications from Fordham University and her J.D. from Seton Hall University School of Law.
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
Stephen Ace (Senior Vice President and Chief Human Resources Officer) has served as our Senior Vice President and Chief Human Resources Officer since 2013 and previously served as Vice President of Human Resources and Senior Vice President of Human Resources. He is responsible for human resources administration and reporting. Before joining the Company, Mr. Ace served as Vice President of Human Resources at Education Management Corporation. Prior to his work in the education sector, he held positions in store operations and managerial training with a major retail chain. He holds a B.S. in Business Administration from Grove City College and is SHRM-SCP and SHRM People Analytics Certified.
Information Concerning the Board of Directors
Information Concerning the Board of Directors Our Board of Directors and its committees meet throughout the year on a set schedule and also hold special meetings and act by written consent from time to time, as appropriate. Directors are expected to attend our annual meetings of shareholders, board meetings, and meetings of the committees on which they serve. They are also expected to prepare for meetings in advance and to dedicate the time at each meeting as necessary to properly discharge their responsibilities. Informational materials, useful in preparing for meetings, are distributed in advance of each meeting. During the fiscal year ended December 31, 2025, there were five meetings of the Board of Directors. With the exception of James J. Burke, Jr., who missed the meeting of the Compensation Committee on February 18, 2025 as a result of travel delays to Denver, each of the directors attended all of the meetings of the Board of Directors and the committees on which each serves.
Compensation Philosophy and Objectives
Compensation Philosophy and Objectives The Company and the Compensation Committee believe that compensation paid to executive officers should be closely aligned with our performance on both a short-term and long-term basis, and that such compensation should assist us in attracting and retaining key executives that are critical to our long-term success. Our compensation program is designed to offer executive officers competitive compensation based on our performance and the individual’s contribution, performance, and leadership in the execution of our business model. Our compensation policies are intended to motivate, reward, and retain highly qualified executives for long-term strategic management and enhancement of shareholder value, to support a performance-oriented environment that rewards achievement of specific internal Company goals, and to attract and retain executives whose abilities are critical to our long-term success and competitiveness. Our compensation goals are further intended to mitigate incentives for our executives to take excessive risks that may be adverse to the Company and our shareholders in the long-term. The Compensation Committee has reviewed all components of the compensation for the named executive officers, including salary, annual incentives, equity, and long-term incentive compensation; the dollar value to the executive and cost to the Company of all perquisites; and the actual projected payout obligations under potential severance and change in control scenarios.
Compensation Program
| • | eliminating the individual performance component of our annual incentive compensation program and adding a component linked to company-wide financial outcomes that directly reflects the Company’s overall health and viability; |
Compensation Program
| • | capping the maximum amount payable under the annual incentive compensation program at 200% of target; |
Compensation Program
| • | instituting clawback policies for the recovery of performance-based cash and equity compensation; |
Compensation Program
| • | granting performance-based restricted stock that vests upon the attainment of adjusted EBITDA targets established for each year; and |
Compensation Program
| • | eliminating “catch up” vesting on performance-based restricted stock (see discussion below). |
POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS
POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS
CLOSE IN TIME TO THE RELEASE OF MATERIAL NONPUBLIC INFORMATION
CLOSE IN TIME TO THE RELEASE OF MATERIAL NONPUBLIC INFORMATION While the Company’s LTIP allows for the grant of stock options and similar option-like securities, the Company does not currently grant and has not in recent history granted, stock options or similar option-like securities to its directors, NEOs, or other employees, and it did not grant any stock options during the fiscal year ended December 31, 2025. As such, the Company does not currently have a formal policy with respect to the timing of awards of such securities. The Compensation Committee approves the grant of equity compensation awards at approximately the same time every year pursuant to a pre-determined schedule. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of any equity award. The Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Summary of Executive Compensation Elements
| Compensation Elements | Base Salary | Annual Cash Incentive | Equity Incentives | | | | | | Time-based Restricted Shares | Performance- based Restricted Shares | | At-Risk | Fixed | Variable | Fixed | Variable | | Purpose | Provide competitive, fixed compensation to attract and retain executive talent | Reward the achievement of annual corporate performance that drives the Company’s growth | Align executives’ and shareholders’ long-term interests by providing equity incentives that foster an ownership mindset, support sustainable value creation, and promote retention | | | Type of Performance | Short-term | | Long-term | | | Timing | Reviewed Annually | Set Annually | Annually | Annually | | Delivery Vehicle | Cash | | Equity | | | Vesting/Performance Period | Immediate/Ongoing | 1-Year | 3-Years | 1 to 3 Years | | How Payout is Determined | Compensation Committee recommends to Board of Directors based on comprehensive review | Based on achievement of predetermined quantitative performance goals, as reviewed and approved by the Compensation Committee. | Based on continued service and time-based vesting conditions. | Performance relative to predetermined financial goals (typically measured over multi-year periods) | | Performance Metrics | Individual performance assessment | Adjusted EBITDA, Revenue, Student Placement | Continued service with the company | Adjusted EBITDA and continued service with the company |
Setting Executive Compensation
Setting Executive Compensation We intend to continue our strategy of compensating our executives through programs that emphasize performance-based incentive compensation. We have structured annual cash and long-term equity incentive compensation to both motivate executives to achieve the business goals set by the Company and to reward the executives for achieving such goals. Our executive compensation program is further designed to discourage excessive risk taking by assessing performance across multiple dimensions and metrics, including both regulatory performance and student outcomes. For the named executive officers, the main components of our compensation program are base salary, an annual performance-based cash incentive, and long-term stock incentives. In allocating compensation among these components, the Compensation Committee believes that the compensation of senior management, the levels of management having the greatest ability to influence our performance, should be predominantly performance-based. Base salary is intended to provide a certain level of income commensurate with an executive’s position, responsibilities, and contributions to the Company. The annual performance-based cash incentive compensation focuses on short-term performance while the performance-based restricted stock is tied to achievement of performance over a three-year performance period. This mix of short- and long-term incentives provides sufficient rewards to motivate near-term performance, while at the same time providing significant incentives to keep our executives focused on longer-term corporate goals that drive shareholder value. In addition, we believe this balance of short-term and long-term incentive compensation and the mix of varied performance metrics helps mitigate the incentive for executives to take excessive risk that may have the potential to harm the Company in the long-term. The illustrations below highlight our commitment to a pay-for-performance compensation philosophy and pay mix in which we deliver a majority of our compensation through performance-based and long-term pay elements. Performance-based and long-term incentive compensation (inclusive of 2025 target non-equity incentive plan opportunity and grant date fair values of 2025 Time-based Restricted Stock and Performance-based Restricted Stock) represent at least 70% of our NEOs’ target total direct compensation. Our Compensation Committee believes our approach to performance-based compensation supports close alignment with shareholder interests and ensures that compensation is tied to measurable results. Compensation for Scott M. Shaw, our President and Chief Executive Officer, is based on the Compensation Committee’s independent assessment of Mr. Shaw’s performance during the year. Our President and Chief Executive Officer plays a significant role in setting the compensation for the other NEOs by presenting an evaluation of each executive’s performance and his recommendation for levels of their compensation. The Compensation Committee makes all final decisions with respect to the total compensation package for each of the NEOs and has the authority to accept, reject, or modify these recommendations in connection with its determination. The Compensation Committee may retain compensation consultants having special competence to assist it in evaluating the compensation of the NEOs, in its discretion.
2025 Annual Performance-Based Incentive Compensation
2025 Annual Performance-Based Incentive Compensation Our named executive officers are eligible to participate in the Management Incentive Compensation Plan (“MIC Plan”). Under the MIC Plan, the Compensation Committee approves the calculation of performance-based cash incentive opportunities for our named executive officers based on financial performance targets. Awards under the MIC Plan reflect the Compensation Committee’s belief that a significant portion of the total annual compensation of each named executive officer should be contingent upon the overall financial performance of the Company.
2025 Design Changes – Addition of Revenue and Student Placement Performance Metrics
2025 Design Changes – Addition of Revenue and Student Placement Performance Metrics For the fiscal year ended December 31, 2025, we updated the performance metrics under the MIC Plan to include revenue and student placement in addition to the adjusted EBITDA metric used in prior years. The Compensation Committee assessed the prevailing annual incentive plan design features used by our peers and considered the existing plan’s alignment with our business strategy. We determined that it is appropriate to introduce additional objective performance metrics to our plan in order to support our strategic business goals. While adjusted EBITDA remains the most heavily-weighted metric at 50%, the 2025 MIC Plan includes revenue and student placement to better acknowledge the importance of top-line growth and strong operational outcomes. Revenue and student placement are weighted 30% and 20%, respectively, in the 2025 MIC Plan.
2025 Performance Measures
2025 Performance Measures For the fiscal year ended December 31, 2025, each named executive officer’s target incentive opportunity was based on the achievement of adjusted EBITDA, revenue, and student placement performance goals. The tables below set forth performance measure goals, weights, achievements, and payouts:
2025 Performance Measures
| Metric | Performance Achievements | | | | | | | | | | Weight | Performance Goals | | | Achievement | | Payouts | | | | | Threshold | Target | Max | Actual | % of Target | Payout % | Weighted Payout | | Adjusted EBITDA | 50% | 10% | 50% | 200% | 107.5% | 215.0% | 215.0% | 107.5% | | Revenue | 30% | 10% | 30% | 200% | 45.6% | 152.0% | 152.0% | 45.6% | | Student Placement | 20% | 0% | 20% | 200% | 21.5% | 107.5% | 107.5% | 21.5% | | Total | 100% | | | 200% | 174.6% | | | 174.6% |
Actual Annual Cash Incentive Awards
Actual Annual Cash Incentive Awards The table below sets forth actual 2025 cash incentive payments based on 174.6% target achievement:
Actual Annual Cash Incentive Awards
| Named Executive Officer | 2025 MIC Payouts to NEOs | | | | | | Target Award | | 2025 Payouts | | | | Target 2025 MIC Plan Award | Target 2025 MIC Plan Award ($) | % of Target | Total 2025 MIC Plan | | | (% of Salary) | | | Payment ($) | | Scott M. Shaw | 100% | 650,000 | 174.6% | 1,134,688 | | Brian K. Meyers | 75% | 440,000 | 174.6% | 576,072 | | Chad D. Nyce | 75% | 440,000 | 174.6% | 576,072 | | Alexandra M. Luster | 50% | 308,227 | 174.6% | 269,032 | | Stephen Ace | 50% | 300,000 | 174.6% | 261,851 |
Actual Annual Cash Incentive Awards
In fiscal years 2024 and 2023, payments under the MIC Plan were determined based on the attainment of a predetermined adjusted EBITDA performance target. In fiscal year 2024 and 2023, NEOs received payments equal to 105.9% and 148.0%, respectively, of their respective MIC Plan target award opportunity. The Compensation Committee has full discretion to modify awards up or down based on other performance criteria critical to the success of the organization, including operational, regulatory, and educational quality considerations that would otherwise not be reflected in the targets above. No such discretion was exercised this year.
Long-Term Stock Incentives
Long-Term Stock Incentives Stock incentives focus executives’ attention on the Company from the perspective of an owner with an equity stake in the business, thereby aligning interests with those of shareholders. The Compensation Committee believes that the Company’s long-term performance is achieved through an ownership culture that encourages long-term performance by our named executive officers through grants of stock-based awards. Our shareholder-approved LTIP provides for the grant of stock options, restricted stock, performance stock, and other equity-based awards. Awards are made at the discretion of the Compensation Committee based on a multiplicity of factors including total compensation at peer companies, the level of equity ownership of the executives, and judgments of individual performance during the year. The Compensation Committee believes that a combination of time-based and performance-based restricted stock grants better align the interests of our NEOs with those of our shareholders. Adjusted EBITDA targets are set by the Compensation Committee at the beginning of each applicable year. If the applicable adjusted EBITDA target is not attained, the Compensation Committee has the discretion to determine that the performance-based restricted stock that would have vested had the target been attained will not be forfeited but instead will be subject to a catch-up adjusted EBITDA target to be set in the subsequent year. A catch-up target is a stretch goal that requires a greater level of performance than the performance goal set for the applicable performance period. The catch-up target is applicable only for awards issued prior to December 31, 2023. In addition, notwithstanding the attainment of the applicable performance targets, the Compensation Committee has the discretion to determine that all or a portion of performance-based restricted stock will not vest based on facts and circumstances occurring after the date of grant that the Compensation Committee deems relevant.
Time-Based Restricted Stock Awards
Time-Based Restricted Stock Awards In 2025, 2024 and 2023, the Compensation Committee awarded time-based restricted stock (the “Time-Based Restricted Shares”) to certain members of our management, including each of our named executive officers, which are conditioned upon either continued service. Time-Based Restricted Shares vest ratably over three years and represent 50% of the total restricted shares awarded.
Performance-Based Restricted Stock Awards
Performance-Based Restricted Stock Awards In 2025, the Company granted performance-based restricted stock (the “Performance-Based Restricted Shares”) to employees and NEOs which are conditioned both on continued service and achievement of performance goals that vest based on the percentage of adjusted EBITDA achieved for the immediately preceding year. No shares vest below 80% of target; payouts begin at 25% for 80% achievement and increase on a linear scale up to 200% for 120% or more of target. In 2025, the Company also granted Performance-Based Restricted Shares to Messrs. Shaw, Meyers and Nyce that vest based on the achievement of a specified percentage of target adjusted EBITDA for fiscal year 2027. No shares vest below 90% of target; vesting begins at 25% for 90% achievement and increases on a linear scale to 100% vesting at 100% or above. In 2024, the Compensation Committee awarded Performance-Based Restricted Shares to employees, including each NEOs. The Performance-Based Restricted Shares vest over three years upon the attainment of certain financial performance targets set by the Compensation Committee for each of the fiscal years 2024, 2025, and 2026, the attainment of which is determined in March of each succeeding year. The Performance-Based Restricted Shares represent 50% of the total restricted shares awarded. In 2023, the Compensation Committee awarded Performance-Based Restricted Shares to certain members of our management including each of our named executive officers. The Performance-Based Restricted Shares vest over three years upon the attainment of certain financial performance targets set by the Compensation Committee for each of the fiscal years 2023, 2024, and 2025, the attainment of which is determined in March of each succeeding year. The Performance-Based Restricted Shares represent 50% of the total restricted shares awarded.
Independent Compensation Consultant
Independent Compensation Consultant In determining the compensation of our named executive officers, the Compensation Committee considers many factors such as the executive’s position with the Company and the level of responsibility, skills, and experience required by the position, the executive’s experience and qualifications, the Company’s ability to replace such individual, and the overall competitive environment for executive talent. The Committee has the authority to retain its own advisor to consider, from time to time, the Company’s compensation philosophy and programs and provide guidance, as appropriate. The Committee relies on an independent compensation consultant for guidance in determining the appropriate structure of director and executive compensation as well as appropriate levels of compensation. In 2025, the Compensation Committee retained Grant Thornton Advisors LLC (“Grant Thornton”) as its independent compensation consultant and considered data and analysis regarding competitive pay practices among the Company’s peers as a guide in determining the appropriate level of executive officer compensation. The Compensation Committee has assessed the independence of Grant Thornton in its capacity as the compensation consultant to the Compensation Committee pursuant to SEC and NASDAQ rules and concluded that no conflict of interest exists that would prevent Grant Thornton from serving as an independent consultant to the Compensation Committee.
Comparative Data
| Education Peer Companies | | | American Public Education, Inc. | Perdoceo Education Corporation | | Franklin Convery Co. | Strategic Education, Inc. | | Coursera, Inc. | Udemy, Inc. | | Grand Canyon Education, Inc. | Universal Technical Institute, Inc. |
Comparative Data
The purpose of the Compensation Committee’s review was to determine, among other things, whether the level of compensation proposed to be paid to the Company’s named executive officers during 2025 was competitively positioned with respect to the Company’s compensation peer group. After this review, and based on advice from Grant Thornton, our independent compensation consultant, the Compensation Committee made compensation adjustments to our executive compensation programs in order to better align with our compensation philosophy. In addition to the companies listed above, the Compensation Committee also considered the pay practices of Adtalem Global Education, Inc. and Laureate Education, Inc. as secondary references. We do not rely exclusively on education peers. Rather, we look at organizations of comparable size and complexity to Lincoln. In addition to considering the education peers listed above, the Compensation Committee considered the following peers in the broader Consumer Discretionary sector to supplement the for-profit education comparators:
Comparative Data
| Consumer Discretionary Peer Companies | | | Carriage Services, Inc. | Kura Sushi USA, Inc. | | Denny’s Corporation | RCI Hospitality Holdings, Inc. | | El Pollo Loco Holdings, Inc. | Target Hospitality Corp. | | European Wax Center, Inc. | Inspired Entertainment, Inc. |
Employment Agreements and Change in Control Benefits
Employment Agreements and Change in Control Benefits The Company has entered into employment agreements with Messrs. Shaw, Meyers, Nyce, and Ace and Ms. Luster. Each of these agreements will expire on December 31, 2028. The employment agreements are described below under “Employment Agreements.” The employment agreement for each of Messrs. Shaw, Meyers, Nyce and Ace and Ms. Luster provides that upon a change in control of the Company, the term of the agreement will be extended automatically for an additional two-year term, commencing on the date of the change in control and ending on the second anniversary of the date of the change in control. Each employment agreement further provides that all stock options and restricted stock awards held by the named executive officer will immediately vest in such event. We do not provide our named executive officers with tax gross-ups for “excess parachute payments” under Section 280G of the Internal Revenue Code upon a change in control. In the event that any payment or distribution by us to or for the benefit of our named executive officers would be considered a “parachute payment” for purposes of Section 280G, the amount of such payments may be reduced to the largest amount permissible without triggering excise taxes under Section 4999 of the Internal Revenue Code.
Summary Compensation Table
Summary Compensation Table The following table summarizes the compensation during the last three fiscal years to our NEOs:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Scott M. Shaw President and Chief Executive Officer | 2025 | 650,000 | 2,200,000 | 1,134,688 | 15,029 | 3,999,717 | | | 2024 | 650,000 | 1,200,000 | 688,629 | 19,016 | 2,557,645 | | | 2023 | 500,000 | 1,200,000 | 740,000 | 18,683 | 2,458,683 | | Brian K. Meyers Executive Vice President, Chief Financial Officer and Treasurer | 2025 | 440,000 | 1,000,000 | 576,072 | 13,099 | 2,029,171 | | | 2024 | 400,000 | 500,000 | 317,829 | 16,052 | 1,233,881 | | | 2023 | 358,955 | 500,000 | 398,440 | 13,236 | 1,270,631 | | Chad D. Nyce Executive Vice President, Chief Operating Officer | 2025 | 440,000 | 1,000,000 | 576,072 | 6,917 | 2,022,990 | | | 2024 | 375,000 | 500,000 | 297,964 | 6,500 | 1,179,464 | | | 2023 | 300,000 | 350,000 | 222,000 | 5,927 | 877,927 | | Alexandra M. Luster Senior Vice President, General Counseland Corporate Secretary | 2025 | 308,227 | 125,000 | 269,032 | 6,763 | 709,022 | | | 2024 | 297,804 | 125,000 | 157,751 | 6,285 | 586,840 | | | 2023 | 287,040 | 125,000 | 212,410 | 5,873 | 630,323 | | Stephen Ace Senior Vice President, Chief Human Resources Officer | 2025 | 300,000 | 125,000 | 261,851 | 8,435 | 695,286 | | | 2024 | 297,000 | 125,000 | 157,325 | 7,817 | 587,142 | | | 2023 | 285,000 | 125,000 | 210,900 | 7,430 | 628,330 |
Summary Compensation Table
| (1) For the fiscal year ended December 31, 2025, this represents the aggregate grant date fair value of Time-Based Restricted Shares and Performance-Based Restricted Shares on February 19, 2025. The fair values of these grants were determined in accordance with Financial Accounting Standards Board Accounting Standards Code Topic 718 (excluding the effect of estimated forfeitures). See Note 10 to the Audited Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission regarding assumptions underlying the valuation of equity awards. Whether, and to what extent, a named executive officer realizes value will depend on our actual operating performance, stock price fluctuations, and the named executive officer’s continued employment. Amounts reported for these awards may not represent the amounts that the named executive officers will actually realize from the awards. The terms and conditions of the Performance-Based Restricted Shares are described in the “Compensation Discussion and Analysis.” |
Summary Compensation Table
| (2) Reflects the value of cash incentive awards earned for the fiscal year ended December 31, 2025 under our MIC Plan as described in the “Compensation Discussion and Analysis.” |
Summary Compensation Table
| (3) Reflects the components included in all other compensation for fiscal year 2025: |
Summary Compensation Table
| Named Executive Officer | Life Insurance Policy Premiums | 401(k) Employer Matching Contributions | Personal Use of Auto | Total All Other Compensation | | Scott M. Shaw | 7,742 | 3,375 | 3,912 | 15,028 | | Brian K. Meyers | 5,370 | 4,113 | 3,616 | 13,100 | | Chad D. Nyce | 3,542 | 3,375 | — | 6,917 | | Alexandra M. Luster | 3,604 | 3,159 | — | 6,763 | | Stephen Ace | 6,035 | 2,400 | — | 8,435 |
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table The following table sets forth information regarding the grant of plan-based awards to our NEOs in 2025:
Grants of Plan-Based Awards Table
| Named Executive Officer | Grant Date | Estimated future payouts under non- equity incentive plan awards | | | Estimated future payouts under equity incentive plan awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Scott M. Shaw | | | | | | | | | | | Cash Incentive(1) | | 52,000 | 650,000 | 1,300,000 | — | — | — | — | — | | Time-based Restricted Stock Award(2) | 2/19/2025 | — | — | — | — | — | — | 41,713 | 750,000 | | Performance-based Restricted Stock Award(3) | 2/19/2025 | — | — | — | 10,428 | 41,713 | 83,426 | — | 750,000 | | Performance-based Restricted Stock Award(4) | 2/19/2025 | — | — | — | 9,733 | 38,932 | 38,932 | — | 700,000 | | Brian K. Meyers | | | | | | | | | | | Cash Incentive(1) | | 26,400 | 330,000 | 660,000 | — | — | — | — | — | | Time-based Restricted Stock Award(2) | 2/19/2025 | — | — | — | — | — | — | 18,076 | 325,000 | | Performance-based Restricted Stock Award(3) | 2/19/2025 | — | — | — | 4,519 | 18,075 | 36,150 | — | 325,000 | | Performance-based Restricted Stock Award(4) | 2/19/2025 | — | — | — | 4,867 | 19,466 | 19,466 | — | 350,000 | | Chad D. Nyce | | | | | | | | | | | Cash Incentive(1) | | 26,400 | 330,000 | 660,000 | — | — | — | — | — | | Time-based Restricted Stock Award(2) | 2/19/2025 | — | — | — | — | — | — | 18,076 | 325,000 | | Performance-based Restricted Stock Award(3) | 2/19/2025 | — | — | — | 4,519 | 18,075 | 36,150 | — | 325,000 | | Performance-based Restricted Stock Award(4) | 2/19/2025 | — | — | — | 4,867 | 19,466 | 19,466 | — | 350,000 | | Alexandra M. Luster | | | | | | | | | | | Cash Incentive(1) | | 12,329 | 154,114 | 308,228 | — | — | — | — | — | | Time-based Restricted Stock Award(2) | 2/19/2025 | — | — | — | — | — | — | 3,476 | 62,500 | | Performance-based Restricted Stock Award(3) | 2/19/2025 | — | — | — | 869 | 3,476 | 6,952 | — | 62,500 | | Stephen Ace | | | | | | | | | | | Cash Incentive(1) | | 12,000 | 150,000 | 300,000 | — | — | — | — | — | | Time-based Restricted Stock Award(2) | 2/19/2025 | — | — | — | — | — | — | 3,476 | 62,500 | | Performance-based Restricted Stock Award(3) | 2/19/2025 | — | — | — | 869 | 3,476 | 6,952 | — | 62,500 |
Grants of Plan-Based Awards Table
| (1) Reflects the range of potential annual cash incentive awards that could have been earned by our NEOs for fiscal year 2025 under the Management Incentive Plan, based on the level of achievement of the performance goals established by the Compensation Committee. A more detailed description of the cash incentive awards, including applicable performance goals, the level of achievement, and the actual amounts paid, is provided under “2025 Performance Measures” in the section titled “2025 Annual Performance-based Incentive Compensation”. |
Grants of Plan-Based Awards Table
| (2) Reflects the share payouts with respect to Time-Based Restricted Shares granted in 2025, subject to time-based vesting only and annually over a three-year period. A description of these Time-Based Restricted Shares is provided above under “Time-Based Restricted Stock Awards” in the section titled “Long-Term Stock Incentives”. |
Grants of Plan-Based Awards Table
| (3) Reflects the range of potential share payouts with respect to Performance-Based Restricted Shares granted in 2025, based on the level of achievement of the performance goals established by the Board of Directors. The awards vest over a three-year performance period beginning in fiscal year 2025. The number of restricted shares issuable is calculated annually based on the Company’s performance in the prior year. The amounts reflected in the table are the aggregate of all three years of vesting at the threshold, target, and maximum levels. A description of these Performance-Based Restricted Shares is provided above under “Performance-Based Restricted Stock Awards” in the section titled “Long-Term Stock Incentives”. |
Grants of Plan-Based Awards Table
| (4) Reflects the range of potential share payouts with respect to Performance-Based Restricted Shares granted in 2025, based on the level of achievement of the fiscal year 2027 performance goals established by the Board of Directors. The awards were granted to executive officers and fully vest based on fiscal year 2027 performance results. The number of restricted shares issuable is calculated annually based on the Company’s performance in the prior year. The amounts reflected in the table are the aggregate of all three years of vesting at the threshold, target, and maximum levels. A description of these Performance-Based Restricted Shares is provided above under “Performance-Based Restricted Stock Awards” in the section titled “Long-Term Stock Incentives”. |
Grants of Plan-Based Awards Table
| (5) Reflects the aggregate grant date fair value of both Time-Based Restricted Shares and Performance-Based Restricted Shares (at the target level) calculated respectively in accordance with ASC Topic 718. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth outstanding equity awards held by each of our NEOs as of December 31,2025 that have not vested as of such date. The amounts shown represent the potential value of these awards based on the applicable reporting assumptions and have not been realized and may never be realized. Performance-Based Restricted Shares are awarded based on the achievement of specific performance goals. Any value ultimately realized will depend on the extent to which the applicable performance goals are achieved, the market price of our common stock on the vesting date, and the lapse of any applicable restrictions:
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | Named Executive Officer | Number of unearned shares, units or other rights that have not vested (#)(1) | Market or payout value of unearned shares, units or other rights that have not vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Performance Shares, Units, Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Performance Shares, Units, Other Rights That Have Not Vested (#)(2) | | Scott M. Shaw | 115,811 | 2,796,836 | 164,734 | 3,978,326 | | Brian K. Meyers | 48,950 | 1,182,143 | 72,744 | 1,756,768 | | Chad D. Nyce | 44,886 | 1,083,997 | 68,680 | 1,658,622 | | Alexandra M. Luster | 11,195 | 270,359 | 12,027 | 290,452 | | Stephen Ace | 11,195 | 270,359 | 12,027 | 290,452 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Represents unvested Time-based Restricted Stock as of December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Market value was calculated using the closing price of our common stock on December 31, 2025, which was $24.15. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Represents unvested Performance-based Restricted Stock as of December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
The following tables sets forth the Time-Based Restricted Shares outstanding as of December 31, 2025 for each NEO as of their respective award date. The Time-Based Restricted Shares reported are subject to time-based vesting only (vest annually over a three-year period following the award date):
Outstanding Equity Awards at Fiscal Year-End
| | Named Executive Officer | | | | | | Award Date | Scott M. Shaw | Brian K. Meyers | Chad D. Nyce | Alexandra M. Luster | Stephen Ace | | 2/23/2023 | 32,518 | 13,549 | 9,485 | 3,388 | 3,388 | | 2/22/2024 | 41,580 | 17,325 | 17,325 | 4,331 | 4,331 | | 2/19/2025 | 41,713 | 18,076 | 18,076 | 3,476 | 3,476 | | Grand Total | 115,811 | 48,950 | 44,886 | 11,195 | 11,195 |
Outstanding Equity Awards at Fiscal Year-End
The following tables sets forth the Performance-Based Restricted Shares outstanding as of December 31, 2025 for each NEO, presented as of their respective award dates. Each award vests ratably over a three-year period following the award date, subject to the achievement of the applicable performance goals, except for the award granted on February 19, 2025 to Messrs. Shaw, Meyers and Nyce, which vest in full based on the level of achievement of the fiscal year 2027 performance goals. The performance criteria for Performance-Based Restricted Shares is provided under “Performance-Based Restricted Stock Awards” under the section titled “Long-Term Stock Incentives”:
Outstanding Equity Awards at Fiscal Year-End
| | Named Executive Officer | | | | | | Award Date | Scott M. Shaw | Brian K. Meyers | Chad D. Nyce | Alexandra M. Luster | Stephen Ace | | 2/23/2023 | 32,518 | 13,549 | 9,485 | 3,388 | 3,388 | | 2/22/2024 | 41,580 | 17,325 | 17,325 | 4,331 | 4,331 | | 2/19/2025 | 51,704 | 22,404 | 22,404 | 4,308 | 4,308 | | 2/19/2025 | 38,932 | 19,466 | 19,466 | — | — | | Grand Total | 164,734 | 72,744 | 68,680 | 12,027 | 12,027 |
Stock Vested in 2025
Stock Vested in 2025 The following table sets forth information regarding Time-Based Restricted Shares and Performance-Based Restricted Shares held by our NEOs that vested during fiscal year 2025:
Stock Vested in 2025
| | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Scott M. Shaw | 156,908 | 2,879,262 | | Brian K. Meyers | 67,286 | 1,234,698 | | Chad D. Nyce | 52,297 | 959,650 | | Alexandra M. Luster | 16,821 | 308,665 | | Stephen Ace | 16,821 | 308,665 |
Stock Vested in 2025
| (1) Reflects the market value of the shares of our common stock on the vesting date, calculated by multiplying the closing price of our common stock on such vesting date by the number of shares that vested as of the close of business on that date. |
Potential Payments upon a Termination or Change in Control
Potential Payments upon a Termination or Change in Control The following table summarizes the value of the termination payments and benefits that our named executive officers would receive upon:
Potential Payments upon a Termination or Change in Control
| • | the Executive’s Involuntary Termination (as defined below); |
Potential Payments upon a Termination or Change in Control
| • | a Change in Control (as defined below); or |
Potential Payments upon a Termination or Change in Control
| • | the Executive’s Death or Disability. |
Potential Payments upon a Termination or Change in Control
In each case, the amounts are determined as if the trigger event occurred on December 31, 2025 and equity is valued based on the closing stock price of $24.15 on December 31, 2025. This table excludes vested account balances under our 401(k) plan, which is generally available to all of our employees. The terms of the benefits are set forth in the employment agreements of our named executive officers as described immediately following the table:
Payment upon Termination
Payment upon Termination
Director Compensation
Director Compensation The following table summarizes the compensation earned by non-employee directors for the fiscal year ended December 31, 2025:
Director Compensation
| Director | Fees Earned | | | | | Stock Awards(1) ($) | Total ($) | | | Annual Retainer ($) | Audit Committee ($) | Nominating & Corporate Governance ($) | Compensation Committee ($) | Total ($) | | | | John A. Bartholdson | 95,000 | — | — | — | 95,000 | 105,000 | 200,000 | | James J. Burke, Jr. | 55,000 | — | 6,000 | 6,000 | 67,000 | 60,000 | 127,000 | | Anna Cabral | 55,000 | 8,000 | 4,500 | — | 67,500 | 60,000 | 127,500 | | Kevin M. Carney | 55,000 | 15,000 | — | — | 70,000 | 60,000 | 130,000 | | Marta Newhart | 55,000 | — | 6,000 | 4,500 | 65,500 | 60,000 | 125,500 | | Michael A. Plater | 55,000 | 8,000 | 10,000 | — | 73,000 | 60,000 | 133,000 | | Felecia J. Pryor | 55,000 | — | 6,000 | 10,000 | 71,000 | 60,000 | 131,000 | | Carlton E. Rose | 55,000 | 8,000 | — | 6,000 | 69,000 | 60,000 | 129,000 | | Sylvia J. Young | 55,000 | 8,000 | — | 6,000 | 69,000 | 60,000 | 129,000 | | Grand Total | 535,000 | 47,000 | 32,500 | 32,500 | 647,000 | 585,000 | 1,232,000 |
Director Compensation
| (1) Represents the grant date fair value of a restricted stock award granted on May 7, 2025 to each of the directors. The fair value of this grant was determined in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures) as determined based on applying the assumptions used in the Company’s financial statements. See Note 10 to the Audited Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025 regarding assumptions underlying the valuation of equity awards. |
CEO PAY RATIO
CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship between the annual total compensation of our employees and the annual total compensation of Mr. Shaw, our Chief Executive Office, for fiscal year 2025. For year-ended December 31, 2025:
CEO PAY RATIO
| • | The annual total compensation of Mr. Shaw, as reported in the Summary Compensation table, was $3,999,717. |
CEO PAY RATIO
| • | The annual total compensation of our median employee (other than our CEO) was $65,278. |
CEO PAY RATIO
| • | Based on this information, the ratio of the annual total compensation of our CEO to the median annual total compensation of all employees was 61:1. |
CEO PAY RATIO
To identify our median employee, we:
CEO PAY RATIO
| • | Used December 31, 2025 as the date to identify the median employee. |
CEO PAY RATIO
| • | Determined that, on December 31, 2025, our employee population consisted of 2,535 individuals, including full-time and part-time employees, all employed in the United States. |
CEO PAY RATIO
| • | Used W-2 wages for the 12-month period ended December 31, 2025, which included base salary, cash incentive and equity compensation, as our consistently applied compensation measure to identify the “median employee”, as this provides a reasonably efficient and objective basis for the determination. |
CEO PAY RATIO
| • | In making this determination, we annualized the compensation of any employee who was hired in 2025 and did not work during the entire fiscal year. |
CEO PAY RATIO
The pay ratio reported above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-Ka. Since the SEC rules permit companies to apply various methodologies, assumptions and estimates the pay ratio disclosed by other companies may not be comparable to ours.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table reflects, for the last three fiscal years, the total compensation paid to our named executive officers as reflected in our Summary Compensation Table (the “SCT”), “compensation actually paid” to our named executed officers (as determined in accordance with applicable rules), our total shareholder return (“TSR”), our peer group and our net income. The information provided under the heading “Pay versus Performance” shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate it by reference into a filing.
PAY VERSUS PERFORMANCE
| Year(1) | Summary Compensation Table Total for Principal Executive Officer ($)(2) | Compensation Actually Paid to Principal Executive Officer ($)(3) | Average Summary Compensation Table Total for Non-Principal Executive Officer - NEOs ($)(4) | Average Compensation Actually Paid to Non-Principal Executive Officer - NEOs ($)(5) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in thousands) ($)(8) | Adjusted EBITDA (in thousands) ($)(9) | | | | | | | Total Shareholder Return ($)(6) | Peer Group Total Shareholder Return ($) (7) | | | | 2025 | 3,999,717 | 6,386,112 | 1,364,117 | 1,958,606 | 372 | 216 | 19,998 | 67,134 | | 2024 | 2,557,645 | 4,365,629 | 1,206,672 | 1,904,289 | 243 | 208 | 9,891 | 42,312 | | 2023 | 2,458,683 | 4,021,370 | 1,074,279 | 1,687,803 | 154 | 140 | 25,997 | 26,500 | | 2022 | 1,740,984 | 842,209 | 824,827 | 386,446 | 89 | 115 | 12,634 | 28,167 | | 2021 | 1,693,608 | 1,996,032 | 883,425 | 1,064,992 | 115 | 112 | 34,718 | 38,065 |
PAY VERSUS PERFORMANCE
| (1) Due to the Company’s prior status as a smaller reporting company, for years 2021-2024, the table reflects Principal Executive Officer Mr. Shaw, and two Non-Principal Executive Officer NEOs: Messrs. Meyers and Mr. Nyce. For 2025, the table reflects Principal Executive Officer Mr. Shaw, Principal Financial Officer Mr. Meyers, and three Non-Principal Executive Officer NEOs: Messrs. Meyers, Nyce, Ace and Ms. Luster. |
PAY VERSUS PERFORMANCE
| (2) The dollar amounts reported are the amounts of total compensation reported for Scott M. Shaw, our President and Chief Executive Officer, recognized as our Principal Executive Officer for these purposes for each corresponding year in the “Total” column of the Summary Compensation Table. |
PAY VERSUS PERFORMANCE
| (3) The dollar amounts reported represent the amount of “compensation actually paid” to Mr. Shaw, as computed in accordance with Item 402(v) of Regulation S-K, which reflects adjustments made to Mr. Shaw’s total compensation for each year to determine the “compensation actually paid”. Mr. Shaw holds no stock options, no awards were modified during the year, and no dividends or other earnings were paid during the year prior to the vesting date of an award. |
PAY VERSUS PERFORMANCE
| (4) The dollar amounts reported represent the average of the amounts reported for our named executive officers (NEOs), excluding Mr. Shaw, in the “Total” column of the Summary Compensation Table for each corresponding year. |
PAY VERSUS PERFORMANCE
| (5) The dollar amounts reported represent the average of the amounts of “compensation actually paid” to our NEOs, excluding Mr. Shaw, as computed in accordance with Item 402(v) of Regulation S-K, which reflects adjustments made to our NEOs’ total compensation, excluding Mr. Shaw, for each year, to determine the “compensation actually paid”. The NEOs do not hold any options, no awards were modified during the year, and no dividends or other earnings were paid during the year prior to the vesting date of an award. |
PAY VERSUS PERFORMANCE
| (6) The dollar amounts reported represent the value of an initial fixed investment of $100 and are calculated by dividing the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the closing stock price of the Company’s Common Stock at the end and at the beginning of the measurement period, by the closing stock price of our Common Stock at the beginning of the measurement period. The closing stock price of the Company’s Common Stock on the last trading day in December in each of 2025-2020 was $24.15, $15.82, $10.04, $5.79, $7.47 and $6.50 respectively. There were no dividends in any of such years. |
PAY VERSUS PERFORMANCE
| (7) For purposes of the Pay Versus Performance disclosure, the Company utilized the same peer group used by the Compensation Committee in evaluating executive compensation decisions, subject to the exclusion of two companies that were not publicly traded as of December 31, 2020, the measurement date required for purposes of calculating cumulative total shareholder return. The peer group consists of American Public Education, Inc.; Franklin Convery Co.; Grand Canyon Education, Inc.; Perdoceo Education Corporation; Strategic Education, Inc.; and Universal Technical Institute, Inc. |
PAY VERSUS PERFORMANCE
| (8) The amounts reported represent net income as reflected in the Company’s Consolidated Audited Financial Statements for each applicable year. |
PAY VERSUS PERFORMANCE
| (9) The amounts reported represent adjusted EBITDA for each applicable year, which was used in determining the level of achievement for cash and equity incentive awards. |
PAY VERSUS PERFORMANCE
The following table reconciles total compensation per the SCT compared with “compensation actually paid” to the Principal Executive Officer:
PAY VERSUS PERFORMANCE
| Adjustments to Determine “Compensation Actually Paid” to the Principal Executive Officer | | | | | | | | | Year | Total Compensation Per SCT ($) | Deduct Amounts Reported as Stock Awards in SCT ($) | Add Year-end Value of Unvested Equity Awards Granted in Year ($) | Change in Value of Unvested Equity Awards Granted in Prior Years ($) | Change in Value of Equity Awards Granted in Prior Years Which Vested in Year ($) | Deduct Prior Year-end Fair Value of Awards Granted in Prior Years That Failed to Meet the Vesting Conditions in Year ($) | Total Compensation Actually Paid ($) | | 2025 | 3,999,717 | (2,200,000) | 2,954,946 | 1,234,473 | 396,977 | — | 6,386,112 | | 2024 | 2,557,645 | (1,200,000) | 1,973,387 | 1,042,504 | (7,907) | — | 4,365,629 | | 2023 | 2,458,683 | (1,200,000) | 1,959,025 | 777,380 | 26,282 | — | 4,021,370 | | 2022 | 1,740,984 | (1,100,000) | 873,665 | (264,053) | (6,979) | (401,408) | 842,209 | | 2021 | 1,693,608 | (500,000) | 640,652 | 180,699 | (18,927) | — | 1,996,032 |
PAY VERSUS PERFORMANCE
The following table reconciles total compensation per the SCT compared with “compensation actually paid” to the Non-Principal Executive Officer NEOs:
PAY VERSUS PERFORMANCE
| Adjustments to Determine Average “Compensation Actually Paid” to the Non-Principal Executive Officer NEOs | | | | | | | | | Year | Average Compensation Per SCT ($) | Deduct Amounts Reported as Stock Awards in SCT ($) | Add Year-end Value of Unvested Equity Awards Granted in Year ($) | Change in Value of Unvested Equity Awards Granted in Prior Years ($) | Change in Value of Equity Awards Granted in Prior Years Which Vested in Year ($) | Deduct Prior Year-end Fair Value of Awards Granted in Prior Years That Failed to Meet the Vesting Conditions in Year ($) | Average Compensation Actually Paid ($) | | 2025 | 1,364,117 | (562,500) | 755,521 | 304,553 | 96,915 | — | 1,958,606 | | 2024 | 1,206,672 | (500,000) | 822,260 | 378,587 | (3,231) | — | 1,904,289 | | 2023 | 1,074,279 | (425,000) | 693,814 | 327,968 | 16,742 | — | 1,687,803 | | 2022 | 824,827 | (425,000) | 337,552 | (165,627) | (5,948) | (179,358) | 386,446 | | 2021 | 883,425 | (250,000) | 320,326 | 118,731 | (7,490) | — | 1,064,992 |
Analysis of the Information Presented in the Pay Versus Performance Tables
Analysis of the Information Presented in the Pay Versus Performance Tables