DEF 14A of Universal Technical Institute Inc, Jan 23, 2024

DEF 14A of Universal Technical Institute Inc

Filed Jan 23, 2024 · FY20230001193125-24-012996

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Board Structure

    Board Structure Our Board currently has eleven (11) members, the majority of whom are “independent” in accordance with the published listing requirements of the New York Stock Exchange (the “NYSE”). Our Board is divided into three (3) classes, as set forth below:

  3. Board Structure

    | • | Class I: David A. Blaszkiewicz, Robert T. DeVincenzi, Jerome A. Grant, and Shannon Okinaka; |

  4. Board Structure

    | • | Class II: George W. Brochick, Lieutenant General William J. Lennox, Jr., and Linda J. Srere; and |

  5. Board Structure

    | • | Class III: Kenneth R. Trammell, Loretta L. Sanchez, Michael A. Slubowski and Christopher S. Shackelton. |

  6. Nominees for Election at the Annual Meeting

    Nominees for Election at the Annual Meeting Our Board, acting on the recommendation of the Nominating and Corporate Governance Committee of our Board (our “Nominating and Corporate Governance Committee”), has nominated Mr. Brochik, General Lennox and Ms. Srere for election as Class II Directors, each to serve a three-year term ending in 2027, or until the director’s successor is duly elected and qualified. It is intended that the votes represented by the proxies at the Annual Meeting will be cast for the election of Mr. Brochik, General Lennox and Ms. Srere as Class II Directors. Director Nominees. The following table and text present information as of the date of this Proxy Statement concerning the nominees for election as Class II Directors, including in each case their current membership on committees of our Board, the year they were first elected or appointed as a director, their principal occupations or affiliations during the last five years, other directorships currently held or held during the past five years, and the experiences, qualifications, attributes or skills each of them brings to our Board. We believe that each of the director nominees possesses an ability, as demonstrated by recognized success in his or her field, to make meaningful contributions to our Board’s oversight of the business and affairs of UTI.

  7. Nominees for Election at the Annual Meeting

    | George W. Brochick | | | George Brochick has served as a director on our Board since March 2020. Mr. Brochick has served as Executive Vice President—Strategic Development at Penske Automotive Group (NYSE: PAG) since July 2012, and has held various executive positions since joining the company in 1996. In addition to his current executive functions, Mr. Brochick held numerous dealership general manager positions throughout his automotive career. Previously, Mr. Brochick served as Vice President, Operations, for Southwest Kenworth, Inc. from 1977 to 1984 and also held the position of Director, Marketing Services, for Euclid, Inc., a division of Daimler-Benz, A.G. Mr. Brochick formerly served as a Board Member of the Duke University Board of Visitors and has served on the Board of Directors of the American International Automobile Dealers Association. Specific Qualifications, Attributes, Skills and Experience: • Extensive operational experience in the automotive industry • Relationships throughout the transportation industry • Expertise in accounting and finance | Director Since: 2020 Age: 74 Committees: • Audit; • Government Affairs and Public Policy; • Nominating and Corporate Governance Other Public Company Boards: None Independent: Yes |

  8. Nominees for Election at the Annual Meeting

    | Lieutenant General William J. Lennox, Jr. | | | Lieutenant General William J. Lennox, Jr. (USA Ret.) has served as a director on our Board since January 2014. General Lennox has served as Chief Executive Officer of Lennox Strategies, LLC, a consulting company and personal business venture, since 2012. General Lennox served as President of Saint Leo University from July 2015 to June 2018. From 2006 to 2012, General Lennox served as Senior Vice President, Washington, D.C., for Goodrich Corporation, a Fortune 500 aerospace firm. Prior to his position at Goodrich Corporation, General Lennox served approximately 35 years in the United States Army, culminating as Superintendent of the United States Military Academy at West Point. In June 2021, General Lennox joined the Board of Directors of Ignite Fueling Innovation, Inc., a veteran owned and operated systems and software engineering company. General Lennox received a Bachelor of Arts degree concentrating in International Affairs from the United States Military Academy at West Point, as well as a Master of Arts degree and Ph.D. in Literature from Princeton University. Specific Qualifications, Attributes, Skills and Experience: • Service as a leader of higher learning institutions • Experience managing relationships between the private sector and the government • Exceptional military career | Director Since: 2014 Age: 74 Committees: • Compensation; • Government Affairs and Public Policy Other Public Company Boards: None Independent: Yes | | Linda J. Srere | | | Linda J. Srere, has served as a director on our Board since 2005. Ms. Srere is a marketing and advertising consultant. From January 2000 to November 2001, she served as President of Young & Rubicam Advertising, a worldwide advertising network. From September 1998 to January 2000, Ms. Srere served as Vice Chairman and Chief Client Officer of Young & Rubicam Inc. (“Y&R”). From January 1997 to September 1998, she served as President and CEO of Y&R’s New York office. Ms. Srere joined Y&R in September 1994 as Executive Vice President and Director of Business Development. Ms. Srere served as the Chairman of advertising agency Earle Palmer Brown New York from 1992 to 1994, and served as President of advertising agency Rosenfeld, Sirowitz, Humphrey & Strauss from 1990 to 1992. For 11 years, until July 2012, Ms. Srere was a director of Electronic Arts Inc. During her tenure, she served on its Compensation, Nominating, and Governance committees. Ms. Srere also served as a director of aQuantive, Inc., which was sold to Microsoft in 2007. She currently sits on the Investor and Executive Council of DCubed Group, a private market investment firm. Ms. Srere also serves on the Advisory Board of SOS Method, a meditation technology platform. Specific Qualifications, Attributes, Skills and Experience: • Service as a member of public company board of directors • Extensive investment experience • Expertise in marketing | Director Since: 2005 Age: 68 Committees: • Compensation; • Nominating and Corporate Governance; • Strategic Opportunities Other Public Company Boards: None Independent: Yes |

  9. Nominees for Election at the Annual Meeting

    | Our Board recommends that you vote “FOR” the election of each of the director nominees named above |

  10. Continuing Directors

    Continuing Directors The terms of Messrs. Trammell, Slubowski and Shackelton and Ms. Sanchez, our Class III Directors, are scheduled to end in 2025 and the terms of Messrs. Blaszkiewicz, DeVincenzi, and Grant and Ms. Okinaka, our Class I Directors, are scheduled to end in 2026.

  11. Continuing Directors

    | David A. Blaszkiewicz | | | David A. Blaszkiewicz has served as a director on our Board since December 2011. Mr. Blaszkiewicz has served as the Chief Executive Officer of Invest Detroit, a leading economic and investment development organization, focused on community redevelopment and business growth strategies and its predecessor companies, since November 2014, and as President of Invest Detroit since 2001. With more than 25 years of business leadership experiences, Mr. Blaszkiewicz creates and oversees financial tools that lend and invest in real estate, commercial and industrial development, small businesses, and early-stage startups. In addition, Mr. Blaszkiewicz serves on the board of several private and non-profit organizations including the National New Markets Tax Credit Coalition, M-1 RAIL, Detroit Downtown Development Authority and the Detroit Economic Growth Corporation. Mr. Blaszkiewicz received a Bachelor of Science degree in Business from Wayne State University and a Master of Business Administration degree from Michigan State University. Specific Qualifications, Attributes, Skills and Experience: • Extensive municipal and private investment experience • Expertise in economic growth | Director Since: 2011 Age: 55 Committees: • Compensation Other Public Company Boards: None Independent: Yes |

  12. Continuing Directors

    | Robert T. DeVincenzi | | | Robert T. DeVincenzi has served as a director on our Board since April 2017 and served as the Chairman of our Board since September 2017. Mr. DeVincenzi is the chair of the Strategic Opportunities Committee, and a member of the Audit and Nominations and Governance Committees. Since 2021, Mr. DeVincenzi has served as the lead independent director of Lazydays Holdings Inc. and as a member of its Compensation Committee. Mr. DeVincenzi served as Interim Chief Executive Officer of Lazydays Holdings Inc. from January 2022 through August 2022. Additionally, Mr. DeVincenzi has been a principal partner in Lupine Venture Group, a business advisory firm that provides strategic consulting and corporate development advisory services, since 2014. Previously, Mr. DeVincenzi served as an Adjunct Professor of Entrepreneurship and Strategic Management at California State University, Monterey Bay, from 2014 until 2022. Mr. DeVincenzi also served as a director and earlier as President and CEO of Redflex Holding Limited, which focuses on road, vehicle, and pedestrian safety products and services (2014-2021). Mr. DeVincenzi held the position of President and CEO at Inkra Networks Inc., Ignis Optics Inc. and has held senior executive sales, marketing and strategy positions at a variety of technology and services companies. Mr. DeVincenzi received a Master of Arts degree from Gonzaga University in Organizational Leadership, a Bachelor of Science degree in Business Administration from California State University, San Luis Obispo and has completed Directors College at Stanford University. Mr. DeVincenzi brings to our Board significant business leadership and strategy development experience, as well as public company board expertise. Mr. DeVincenzi qualifies as an “audit committee financial expert” under SEC guidelines. Specific Qualifications, Attributes, Skills and Experience: • Service as a member of public company boards of directors • Extensive business leadership and strategy development experience • Expertise in accounting and finance | Director Since: 2017 Age: 64 Committees: • Audit; • Nominating and Corporate Governance; • Strategic Opportunities Other Public Company Boards: Lazydays Holdings Inc. (Nasdaq: LAZY) Independent: Yes |

  13. Continuing Directors

    | Jerome A. Grant | | | Jerome A. Grant, age 60, has served as our Chief Executive Officer and on our Board since November 2019. Mr. Grant joined us as Executive Vice President and Chief Operating Officer in November 2017. Prior to joining us, Mr. Grant served as Senior Vice President, Chief Services Officer with McGraw-Hill Corporation from June 2015 to April 2017. Prior to joining McGraw-Hill, Mr. Grant spent more than 14 years in executive leadership roles at Pearson Education, Inc. including President of Business and Technology, Chief Learning Officer, Vice President—Digital Products and Vice President—Technology Strategy. Mr. Grant received a Bachelor of Business Administration degree in Labor Relations and Marketing from the University of Wisconsin-Milwaukee. Specific Qualifications, Attributes, Skills and Experience: • Executive leadership experience in post-secondary education • Extensive digital strategy and marketing experience | Director Since: 2019 Age: 60 Committees: • None Other Public Company Boards: None Independent: No | | Shannon Okinaka | | | Shannon Okinaka has served a director on our Board since March 2022. She is a member of the Audit Committee. Ms. Okinaka was appointed as Executive Vice President, Chief Financial Officer and Treasurer of Hawaiian Holdings, Inc. (Nasdaq: HA) in May 2015 having previously served as Vice President—Controller of Hawaiian Airlines. Ms. Okinaka joined Hawaiian Airlines as Senior Director in charge of Sarbanes-Oxley compliance and special projects. Prior to joining Hawaiian Airlines, Ms. Okinaka worked for Hawaiian Electric Company and Coopers & Lybrand/PricewaterhouseCoopers. Ms. Okinaka was certified as a public accountant in the State of Hawaii. Ms. Okinaka also serves on the Board of Directors of the Honolulu Japanese Chamber of Commerce and Island Insurance Company. Ms. Okinaka graduated from the Shidler College of Business at UH Mānoa, earning a Bachelor of Science in Management Information Systems and Accounting. Ms. Okinaka qualifies as an “audit committee financial expert” under SEC guidelines. Specific Qualifications, Attributes, Skills and Experience: • Extensive experience in the aviation industry • Expertise in accounting and finance | Director Since: 2022 Age: 49 Committees: • Audit Other Public Company Boards: None Independent: Yes |

  14. Continuing Directors

    | Loretta L. Sanchez | | | Loretta L. Sanchez has served as a director on our Board since May 2021. Ms. Sanchez served in Congress from 1997 to 2017 as a Democrat from California’s 46th Congressional District, representing Orange County. One of her key priorities was ensuring access to all types of higher education, including career and technical skills training. While in Congress, Ms. Sanchez served on the Education and Labor Committee, Armed Services Committee, and as a ranking member of the Homeland Security Committee Subcommittee on Cybersecurity, Infrastructure Protection, and Security Technologies. Ms. Sanchez is currently Chief Executive Officer of Datamatica LLC, a consulting, data analytics and messaging firm that focuses on local, state and federal issues and campaigns, that she joined in December 2018. Ms. Sanchez received a Bachelor of Science degree in Business Administration with a concentration in Economics from Chapman University and a Master of Business Administration degree from American University in Washington, DC. Ms. Sanchez is currently a public member of the Career Education Colleges and Universities Board of Directors and also is a Trustee at Chapman University in Orange, California. Specific Qualifications, Attributes, Skills and Experience: • Extensive political experience and expertise • Experience in education | Director Since: 2021 Age: 63 Committees: • Government Affairs and Public Policy Other Public Company Boards: None Independent: Yes | | Christopher S. Shackelton | | | Christopher S. Shackelton has served as a director on our Board since June 2016. From June 2016 until December 2023, Mr. Shackleton served as the designee to our Board of the holders of our outstanding Series A Preferred Stock (as further described below). Upon the full conversion of the Series A Preferred Stock to common stock in December 2023, the Board appointed Mr. Shackleton as a Class III director. Mr. Shackelton is Co-Founder and Managing Partner of Coliseum Capital Management, LLC. He has served as Chairman of the Board of ModivCare Inc. (formerly Providence Service Corp.) since November 2012, Chairman of the Board of Lazydays Holdings, Inc. since December 2021 (and as a director since March 2018) and as a director of Gildan Activewear Inc. since December 2023. Previously, he was Chairman of Rural/Metro Corp, from December 2010 to June 2011 and Chairman of Medalogix LLC, from August 2014 to May 2021. He has also served on the boards of Interstate Hotels & Resorts, Inc., from February 2009 through March 2010, Advanced Emissions Solutions, Inc. from July 2014 to June 2016, LHC Group, Inc., from November 2012 to August 2017, and BioScrip, Inc., from March 2015 to August 2019. Prior to these positions, he worked at Watershed Asset Management and Morgan Stanley & Co. He received a bachelor’s degree in economics from Yale University. Specific Qualifications, Attributes, Skills and Experience: • Service as a member of public company boards of directors • Extensive strategic transformation and capital allocation experience | Director Since: 2016 Age: 44 Committees: • None Other Public Company Boards: Gildan Activewear Inc. (NYSE: GIL) Lazydays Holdings Inc. (Nasdaq: LAZY) ModivCare Inc. (Nasdaq: MODV) Independent: No |

  15. Continuing Directors

    | Michael A. Slubowski | | | Michael Slubowski has served as a director on our Board since March 2023. Mr. Slubowski is the President, Chief Executive Officer, and Board Member of Trinity Health, a $21.5 billion national health system that includes 26,000 affiliated physicians and 120,000 employees. During his 40 years as a healthcare executive, Mr. Slubowski has also served as President and CEO of Sisters of Charity of Leavenworth Health System, as President of Health Networks for Trinity Health before its 2013 merger with Catholic Health East, and in executive leadership positions at health systems including Henry Ford Health System in Detroit, Michigan; Samaritan Health Services in Phoenix, Arizona; and Providence Hospital in Southfield, Michigan. Mr. Slubowski earned his bachelor’s degree in business administration and his master’s degree in business administration from Wayne State University in Detroit, Michigan. He completed healthcare leadership training through an Advanced Leadership Institute conducted by the University of Michigan School of Business and sponsored by the National Center for Healthcare Leadership. He also holds fellowships in the American College of Healthcare Executives and the American College of Medical Practice Executives. Specific Qualifications, Attributes, Skills and Experience: • Extensive finance and strategy experience • Expertise in clinical care delivery models, healthcare administration and operations | Director Since: 2023 Age: 69 Committees: • Compensation Other Public Company Boards: None Independent: Yes | | Kenneth R. Trammell | | | Kenneth R. Trammell has served as a director on our Board since June 2011. From May 2020 until the sale of the company in March 2021, Mr. Trammell was a director of Red Lion Hotels Corp, an owner and franchiser of hotels. During that time, he served as chair of the Audit Committee and as a member of the Nominating and Governance Committee. Mr. Trammell served as an Executive Vice President of Tenneco Inc., a publicly traded manufacturer of vehicle components and systems, from January 2006 until his retirement in December 2018, as the Chief Financial Officer from September 2003 until June 2018, and as Controller from 1997 through 2003. He also returned to Tenneco as Interim Chief Financial Officer from April 2020 to September 2020. Prior to joining Tenneco in 1996, Mr. Trammell spent 12 years with the international public accounting firm of Arthur Andersen LLP. Mr. Trammell received a Bachelor of Business Administration degree in Accounting from the University of Houston. Mr. Trammell has significant business experience in the original equipment and aftermarket automotive parts industry for more than 20 years. Mr. Trammell qualifies as an “audit committee financial expert” under SEC guidelines. Specific Qualifications, Attributes, Skills and Experience: • Service as a member of public company boards of directors • Extensive capital markets and operational experience • Expertise in accounting and finance | Director Since: 2011 Age: 63 Committees: • Audit; • Strategic Opportunities Other Public Company Boards: None Independent: Yes |

  16. Director Qualifications and Review of Director Nominees

    Director Qualifications and Review of Director Nominees Our Nominating and Corporate Governance Committee makes recommendations to our Board regarding the size and composition of our Board. Our Nominating and Corporate Governance Committee reviews annually with our Board the composition of our Board as a whole and recommends, if necessary, measures to be taken so that our Board reflects the appropriate balance of knowledge, experience, skills, expertise, and diversity required for our Board, as a whole, and contains at least the minimum number of independent directors required by the NYSE and other applicable laws and regulations. Our Nominating and Corporate Governance Committee is responsible for ensuring the composition of our Board accurately reflects the needs of our business and, in accordance with the foregoing, proposing the addition of members and the necessary resignation of members for purposes of obtaining the appropriate members and skills. Though neither our Board nor our Nominating and Corporate Governance Committee has a formal policy concerning diversity, our Board values diversity on our Board, believes diversity should be considered in the director identification and nominating process, and seeks to compose a Board that is holistically diverse, with a range of views, backgrounds, leadership and business experience, and that includes women and underrepresented minorities. Our Nominating and Corporate Governance Committee also considers the extent to which a candidate would fill a present need on our Board. In selecting director nominees, our Board seeks to monitor the mix of specific experiences, qualifications, and skills of its members in order to assure that our Board, as a whole, has the necessary tools to perform its oversight function effectively in light of UTI’s business and structure, as highlighted in the following director qualifications matrix.

  17. Director Qualifications and Review of Director Nominees

    | | CORE | | | | CURRENT BUSINESS | | | | | | | BUSINESS TRANSFORMATION | | | Board Members | Business Strategy | Diversity | Financial Literacy | Public Board Experi- ence | Education/ Curriculum | Government/ Regulatory | D2C Customer Acquisition | Military | Transpor- tation/ Skilled Trades /Energy | Health- care | Cyber Security | Capital Structure/ Investments | New Business Models | | David Blaszkiewicz | ✓ | | ✓ | | | | | | | | | ✓ | | | Robert DeVincenzi | ✓ | | ✓ | ✓ | | | ✓ | | | | ✓ | ✓ | | | Jerome Grant | ✓ | | ✓ | | ✓ | ✓ | ✓ | | ✓ | | | | ✓ | | William Lennox | ✓ | | | | ✓ | ✓ | | ✓ | | | | | | | Chris Shackelton | ✓ | | ✓ | ✓ | | | | | | | | ✓ | | | Linda Srere | ✓ | ✓ | | ✓ | | | ✓ | | | | | | | | Ken Trammell | ✓ | | ✓ | ✓ | | | | | ✓ | | | ✓ | | | George Brochick | ✓ | | ✓ | | ✓ | | | | ✓ | | | | | | Loretta L. Sanchez | ✓ | ✓ | | | ✓ | ✓ | | | | | | | | | Shannon Okinaka | ✓ | ✓ | ✓ | | | ✓ | | | ✓ | | | ✓ | | | Michael A. Slubowski | ✓ | | ✓ | | | ✓ | ✓ | | | ✓ | ✓ | | ✓ |

  18. Director Qualifications and Review of Director Nominees

    To fulfill its responsibility to recruit and recommend to the full Board nominees for election as directors, our Nominating and Corporate Governance Committee reviews the composition of our Board to determine the qualifications and areas of expertise needed to further enhance the composition of our Board and works to attract candidates with those qualifications. In evaluating a director candidate, our Nominating and Corporate Governance Committee considers factors that are in the best interests of the Company and its stockholders, including the knowledge, experience, and integrity of each candidate; the potential contribution of each candidate to the diversity of backgrounds, experience, and competencies which our Board desires to have represented; each candidate’s ability to devote sufficient time and effort to his or her duties as a director; and any other criteria established by our Board and any core competencies or technical expertise necessary to staff committees of our Board. Director candidates must have a background and experience in areas important to our operations, such as business, education, healthcare, marketing, finance, government, or law, and should be individuals of high integrity and independence with substantial accomplishments. Our Nominating and Corporate Governance Committee does not assign specific weights to any particular criteria. Rather, our Board believes that the backgrounds and qualifications of the directors, considered as a group, should provide a composite mix of experience, knowledge, and abilities that will allow our Board to fulfill its responsibilities. In connection with each director nomination recommendation, our Nominating and Corporate Governance Committee considers the issue of continuing director tenure and whether our Board will be exposed to new ideas and viewpoints and will maintain willingness to critically examine the status quo. In connection with director nominations, our Nominating and Corporate Governance Committee also considers each nominee’s ability to (i) assist with our business strategy, (ii) oversee our efforts in complying with the disclosure requirements of the SEC and the NYSE, (iii) assist in improving our internal controls and disclosure controls, and (iv) oversee our corporate governance and leadership structure. Our Nominating and Corporate Governance Committee will consider nominees recommended by stockholders for election to our Board, provided the names of such nominees, accompanied by relevant biographical information, are submitted in accordance with our Bylaws. Pursuant to our Bylaws, a stockholder may nominate a person for election to our Board by making timely notice in proper written form to our Secretary. To be timely, a stockholder’s notice must be delivered to or mailed to and received by our Secretary at the principal executive offices of the Company at 4225 East Windrose Drive, Suite 200, Phoenix, Arizona 85032, not less than 90 days nor more than 120 days in advance of the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that (i) no annual meeting was held in the previous year or (ii) the date of the annual meeting has been changed by more than 30 days from the date of the previous year’s meeting, or (iii) in the event of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which notice of the date of the meeting was mailed or public disclosure of the date of the meeting was made, whichever occurs first. To be in proper written form, such stockholder’s notice to our Secretary shall set forth in writing (a) as to each person whom such stockholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, such person’s written consent to being named in the proxy statement as a nominee and to serving as director if elected, as well as (i) such person’s name, age, business address, and residence address, (ii) his or her principal occupation or employment, (iii) the class and number of shares of the Company that are beneficially owned by such person, (iv) a statement as to whether such person, if elected, intends to tender, promptly following such person’s failure to receive the required vote for re-election at the next meeting which such person would face re-election, an irrevocable resignation effective upon acceptance of such resignation by our Board, in accordance with our Corporate Governance Guidelines, and (v) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder; and (b) as to such stockholder (i) the name and address, as they appear on the Company’s books, of such stockholder and the beneficial owner, if any, on whose behalf the nomination is made, (ii) the class and number of shares of the Company which are beneficially owned by such stockholder and the beneficial owner, if any, on whose behalf the nomination is made, and any material interest of such stockholder and owner, and (iii) a description of any agreement, arrangement, or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice to our Secretary by, or on behalf of, the stockholder or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk, or benefit of share price changes for, or increase or decrease the voting power of the stockholder or any of its affiliates or associates with respect to shares of stock of the Company, and a representation that the stockholder will notify us in writing within five (5) business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting.

  19. Compensation of Non-Management Directors

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | David A. Blaszkiewicz | 65,000 | 75,000 | — | 140,000 | | George W. Brochick | 72,000 | 75,000 | — | 147,000 | | Loretta L. Sanchez | 58,000 | 75,000 | — | 133,000 | | Robert T. DeVincenzi(2) | 189,000 | 75,000 | — | 264,000 | | LTG (R) William J. Lennox, Jr. | 81,000 | 75,000 | — | 156,000 | | Shannon L. Okinaka | 58,000 | 75,000 | — | 133,000 | | Christopher S. Shackelton(3) | 50,000 | — | 75,000 | 125,000 | | Linda J. Srere(4) | 83,000 | 75,000 | — | 158,000 | | Kenneth R. Trammell(5) | 90,000 | 75,000 | — | 165,000 | | Michael Slubowski(6) | 32,719 | 43,979 | — | 76,698 |

  20. Key Elements of 2023 Compensation

    | | 2023 | | | Compensation Element | Form | Compensation Committee Decisions | | Base Salary | Cash | All of our NEOs received base salary increases for fiscal 2023, except for Mr. Smith. | | Annual Incentive Awards | Cash | Based on performance results, our Compensation Committee approved the payment of annual cash incentive awards for fiscal 2023 equal to 144% of target payable in December 2023. | | Long-Term Incentive Compensation | Equity | Our Compensation Committee granted the standard long-term incentive awards (“FY 2023 grants”) consisting of 50% performance units (“PSUs”) and 50% restricted stock units (“RSUs”) (each as further described below). Additionally, the Compensation Committee approved Special RSU Grants consistent with the awards made in fiscal 2022. |

  21. CEO Compensation at a Glance

    | • | Provided for eligibility to earn annual cash incentive awards based on the achievement of specific performance goals for the fiscal year under our 2023 Management Incentive Plan |

  22. CEO Compensation at a Glance

    | • | Reinforced the alignment of our CEO’s interests with those of our stockholders by linking his long- term incentive compensation opportunity to stockholder value through the grant of long-term incentive awards using a mix of time-based vesting RSUs and performance-based vesting PSUs. For further details on our long-term incentive plan, see “Compensation Elements—Long-Term Compensation” below. |

  23. 2023 Executive Compensation Policies and Practices

    | What We Do | | How We Do It | | We Place a Heavy Emphasis on Variable (“at-risk”) Compensation | | We have a substantial majority of executive pay at risk, based on a mix of financial and stock price performance. | | We Place a Cap on Annual Cash Incentive Award Compensation | | Our annual cash incentive plan provides for a maximum bonus opportunity for achieving superior results of 150% of each individual’s target bonus opportunity, while failure to achieve threshold performance levels on bonus metrics results in a bonus opportunity of 0%. | | We Impose a “Clawback Policy” | | We have adopted a new clawback policy in compliance with the New York Stock Exchange’s listing rules under which we can recover incentive compensation paid to covered individuals in cases where we have to prepare an accounting restatement which resulted in the payment of incentive compensation greater than what should have been paid based on the restated financial results or corrected metric. |

  24. 2023 Executive Compensation Policies and Practices

    | What We Do | | How We Do It | | We Compel Stock Ownership | | Each of our executives is expected to own shares of our common stock with a value ranging from two to four times such executive’s base salary, depending on position. | | We Utilize an Independent Compensation Consulting Firm | | The Compensation Committee utilizes Pearl Meyer, an independent compensation consulting firm, to assist the Committee in determining NEO compensation. | | We Conduct Annual Risk Assessments | | Our Board oversees our risk management function and ensures that management develops sound business strategies. Our Board’s close involvement in setting our business strategy and objectives is integral to its assessment of ongoing business risks, and determinations of appropriate levels of risk and how to effectively manage such risk. | | We Don’t Permit Significant Perquisites | | We provide limited perquisites, including Company-paid premiums for life and disability insurance, a supplemental executive disability benefit, accidental death and dismemberment coverage, executive physicals and additional term-life insurance to certain of our executive officers, including our NEOs. Our Compensation Committee believes that the perquisites levels provided to our executive officers are less than those provided by comparable companies. | | We Don’t Offer “Single Trigger” Change-in-Control Cash Payments | | For those NEOs who have employment agreements, the agreements provide that in the case of a “change of control” the NEO only receives severance payments in connection with a termination of their employment. | | We Don’t Provide Tax Gross-Ups | | We do not provide our NEOs with tax gross-up payments in connection with a change of control. | | We Don’t Permit Hedging | | We prohibit our directors and employees, including our NEOs, from engaging in short sales, transactions in derivative securities (including put and call options), or other forms of hedging and monetization transactions, such as zero-cost collars, equity swaps, exchange funds, and forward sale contracts, that allow a holder to limit or eliminate the risk of a decrease in the value of our securities. | | We Don’t Offer Special Retirement Plans Exclusively for Executive Officers | | We maintain a defined contribution plan, intended to qualify under Section 401(k) of the Code, which is generally available to all employees, including NEOs, to assist them in saving for retirement. |

  25. Key Elements of Compensation

    | Base Salary | Annual Cash Incentive Award | Long-term Incentive Award | | PURPOSE | PURPOSE | PURPOSE | | Provides a competitive rate relative to comparable positions at similar organizations and enables us to attract and retain critical executive talent. | Rewards individuals for performance if they attain pre-established financial and strategic targets that are set by our Compensation Committee at the beginning of the year. | Promotes a balanced focus on driving performance, retaining talent, and aligning the interests of our executives with those of our stockholders. |

  26. Decision-Making Process Regarding Executive Compensation

    Decision-Making Process Regarding Executive Compensation Role of Compensation Committee. Our Compensation Committee is responsible for overseeing the design and operation of our executive compensation program. In fulfilling this responsibility, our Compensation Committee formulates recommendations for the target total direct compensation, and each individual element of compensation, for our executive officers, including our NEOs, for our Board’s consideration and approval. In developing these recommendations, our Compensation Committee evaluates our financial and operational performance and conducts a performance review of our CEO, taking into consideration our short-term and long-term goals and objectives. Our Compensation Committee also considers the annual performance reviews of our other executive officers, as conducted by our CEO, as a significant factor in developing the compensation recommendations for these individuals. With the assistance of a compensation consultant, our Compensation Committee also conducts an annual assessment of the competitiveness of our executive compensation program, including a review of the compensation mix to ensure appropriate pay leverage is maintained in the overall compensation package and in equity-based incentives that emphasize the creation of long-term stockholder value. In the Fall of 2022, our Compensation Committee conducted its annual review of compensation for fiscal 2023, examining the base salary, annual cash incentive award opportunity and long-term incentive compensation opportunity of each executive officer, including each NEO. Role of Executive Officers. Our CEO makes recommendations to our Compensation Committee as to the base salaries, target annual cash incentive award opportunities and long-term incentive compensation opportunities of our executive officers, including our other NEOs. These recommendations are based on an analysis of relevant market data (derived from a review of peer company and survey data), as well as his or her evaluation of each executive officer’s performance. Role of Compensation Consultants. Our Compensation Committee engaged Pearl Meyer, its independent compensation consultant, during fiscal 2023, to assist it in fulfilling its responsibilities and duties. Pearl Meyer was engaged to provide advisory services, including a periodic review of our executive compensation philosophy; executive compensation levels and “pay-for-performance” linkage; executive cash and broad-based equity incentive program design; executive officer employment and other agreements; director remuneration; regulatory and proxy advisory updates; review of the proxy statement; and other ad hoc support. Pearl Meyer serves at the direction of, and reports directly to, our Compensation Committee. A representative of Pearl Meyer attends all Compensation Committee meetings. Pearl Meyer does not perform any other services for us unless directed to do so by our Compensation Committee. Other than the work described above, there are no other material relationships between Pearl Meyer and us, our executive officers or members of our Board. Our Compensation Committee has analyzed the work performed by Pearl Meyer as a compensation consultant has raised any conflicts of interest, taking into consideration the factors as set forth in the listing standards of the NYSE. Based upon its analysis, our Compensation Committee has determined that the work performed by Pearl Meyer has not created any conflicts of interest. The Role of Competitive Positioning. To evaluate the competitiveness of our executive compensation program, our Compensation Committee generally compares each compensation element, as well as the total direct compensation of our executive officers, including our NEOs, against the compensation practices of a group of peer companies. In selecting the peer group companies, our Compensation Committee focuses on companies that operate in the education services industry, or other education-related or counter-cyclical industries, headquartered in the United States and traded on a major U.S. stock exchange and that have revenue, market capitalization, assets and headcount within a reasonable range of UTI. The fiscal 2023 compensation peer group consisted of the following companies:

  27. Decision-Making Process Regarding Executive Compensation

    | Custom Peer Group | | | 2U, Inc. | Laureate Education, Inc. | | Adtalem Global Education, Inc. | Lincoln Educational Services Corp. | | American Public Education, Inc. | Perdoceo Education Corp. | | Coursera, Inc. | Strategic Education, Inc. | | Franklin Covey Co. | Udemy, Inc. |

  28. Decision-Making Process Regarding Executive Compensation

    In addition to compensation peer group data, we also review compensation plan designs of other education service companies and compile and analyze job-specific compensation survey data prepared from general industry organizations for companies with similar revenue levels. For fiscal 2023, the compensation surveys included Mercer, Pay Factors, Pearl Meyer and Willis Towers Watson survey databases. The data drawn from these surveys is combined with the data derived from the companies in the compensation peer group to create a set of composite comparison data (the “Competitive Market Data”). In the case of executive officers where compensation data is publicly available from SEC filings, the data derived from the companies in the compensation peer group is weighted equally with the compensation survey data in developing the Competitive Market Data for their positions. Our Compensation Committee and the independent members of our Board use the Competitive Market Data as a guide when making decisions about target total direct compensation, as well as individual elements of compensation, for our executive officers, including our NEOs. Generally, using the data from the 50th percentile of target total direct compensation as a reference point, our Compensation Committee formulates recommendations for each individual element of compensation for each executive officer. We compare the positioning of our employee benefits annually using national healthcare surveys. Retirement benefits are evaluated annually against general industry standards, using data from our plan administrators (Fidelity and Newport Group). Typically, we target the median of this data to maintain competitive levels with respect to each of our employee benefits programs.

  29. 2023 Annual Management Incentive Plan (“MIP”) Design

    2023 Annual Management Incentive Plan (“MIP”) Design Our annual cash incentive compensation supports our Compensation Committee’s pay-for-performance philosophy and aligns individual payouts with the goals set forth in our annual operating plan. Under the MIP, executives are eligible for cash awards based on our attainment of performance goals established by our Compensation Committee and our Board as part of our annual operating and strategic planning process. For fiscal 2023, the MIP was designed to provide eligible participants, including our NEOs, target bonus payouts, contingent on expected individual performance, if we achieved targeted goals. The MIP provides that a maximum bonus opportunity of 150% of everyone’s target could be achieved for achieving superior results, with a minimum bonus opportunity of 25% at threshold and 0% for achievement below the threshold performance level.

  30. Target Cash Incentive Award Opportunities under the MIP

    Target Cash Incentive Award Opportunities under the MIP When establishing the target annual cash incentive opportunities for our NEOs for fiscal 2023, our Compensation Committee considered (i) the desired target total cash compensation opportunity and target total direct compensation opportunity that it believed were reasonable and appropriate for each executive officer, (ii) each executive officer’s prior annual cash incentive awards, (iii) our current business environment, (iv) the Competitive Market Data, and (v) each executive officer’s past performance, anticipated future contributions, role, responsibilities, skills and experience. Our Compensation Committee recommended, and the independent members of our Board approved, the following target annual cash incentive award opportunities for our NEOs for fiscal 2023. The change in the CEO’s target annual incentive opportunity was based on the foregoing and increased his performance contingent pay while targeting pay at less than market median practices.

  31. Target Cash Incentive Award Opportunities under the MIP

    | Name | 2022 Target Bonus Opportunity (% of Salary) | 2023 Target Bonus Opportunity (% of Salary) | | Jerome A. Grant | 85% | 100% | | Troy R. Anderson | 65% | 65% | | Sherrell E. Smith | 65% | 65% | | Todd A. Hitchcock | 60% | 60% | | Christopher E. Kevane | 60% | 60% |

  32. Corporate Performance Measures

    Corporate Performance Measures The target annual cash incentive awards of our NEOs were based on our financial performance as measured by our “Post-Bonus Adjusted EBITDA” achieved during fiscal 2023. We define “Post-Bonus Adjusted EBITDA” as our Adjusted EBITDA for the year ended September 30, 2023, less the bonus expense recorded in both Educational services and facilities and Selling, general and administrative during the year ended September 30, 2023. For 2023, we defined Adjusted EBITDA for purposes of calculating the annual cash incentive awards in a manner consistent with the definition we use when reporting our financial results. See Exhibit 99.1 to our Current Report on Form 8-K, filed with the SEC on November 15, 2023. Post-Bonus Adjusted EBITDA may be further adjusted by our Compensation Committee, in its discretion, for final budget modifications, acquisitions and divestitures, unplanned restructuring costs, regulatory and accounting changes, and unusual or extraordinary events which result in a significant impact to the goals. Our Compensation Committee recommended, and the independent members of our Board selected, these performance measures for the annual cash incentive awards because it believed that they effectively captured our need to reward performance and contain costs during fiscal 2023. Post-Bonus Adjusted EBITDA goals were $57,716,000, $61,400,000 and $63,856,000 for threshold, target, and maximum potential award payouts, respectively.

  33. Actual Annual Cash Incentive Awards

    Actual Annual Cash Incentive Awards For the year ended September 30, 2023, while we failed to achieve the pro rata threshold level at the UTI division level, our Concorde division delivered strong financial results and, on an overall basis, we achieved actual Post-Bonus Adjusted EBITDA for fiscal 2023 of approximately $64.2 million. Accordingly, our Compensation Committee awarded bonuses equal to 144% of target to our NEOs and other senior executives within the Corporate division. With respect to other participants in the MIP, 72% of target was awarded to UTI Division participants after allocating divisional and corporate results and 144% of target was awarded to two senior leaders of the Concorde division. Note that the overall bonus achievement was reduced by approximately $0.4 million as a discretionary adjustment to support a composite score achievement of 1.6 or greater. The amounts of these bonuses earned by our NEOs are shown in the table below and reflected in “Executive Compensation—Fiscal 2023 Summary Compensation Table”.

  34. Actual Annual Cash Incentive Awards

    | Name | 2023 Target Bonus Opportunity ($) | % of Target Achieved | 2023 Target Bonus Achieved | | Jerome A. Grant | $600,000 | 144% | $864,000 | | Troy R. Anderson | $276,250 | 144% | $397,800 | | Sherrell E. Smith | $265,200 | 144% | $381,888 | | Todd A. Hitchcock | $231,000 | 144% | $332,640 | | Christopher E. Kevane | $231,000 | 144% | $332,640 |

  35. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our long-term incentive compensation is designed to promote a balanced focus on driving performance, retaining talent, and aligning the interests of our NEOs with those of our stockholders. Awards are expressed in dollars and anticipated to be granted annually. For fiscal 2023, the long-term incentive compensation awards included a mix of 50% time-based vesting RSUs units and 50% performance-based vesting PSUs. The PSU awards are “at-risk” performance-based compensation that encourages and rewards long-term performance based on a three-year performance period, vesting in part based on revenue targets in the final year of the performance period weighted at 60% and in part based on operating income targets for the 2021 and 2022 awards and Adjusted EBITDA targets for the 2023 awards in the final year of the performance period weighted at 40%. We defined Adjusted EBITDA for purposes of calculating the annual cash incentive awards in a manner consistent with the definition we use when reporting our financial results. See Exhibit 99.1 to our Current Report on Form 8-K, filed with the SEC on November 15, 2023. In addition, the number of units earned are subject to a modifier based on a compound annual total shareholder return (“TSR”) of our stock calculated based on the 30-day trading average closing stock price from the beginning of the performance period and the end of the performance period. The RSU awards are also “at-risk” due to the potential fluctuation in the value of the underlying shares of stock, and vest in three equal annual installments on each anniversary of the date of the grant, subject to continued service through those dates. In determining the size of these awards, our Compensation Committee considered our current business environment, and current fiscal concerns as well as the compensation philosophy toward alignment of our NEOs with our stockholders’ interests. Equity award levels are based on the grant date fair value of the shares of our common stock and vary among participants based on their positions within Corporate and our divisions.

  36. Fiscal Year 2021 Equity Grant

    Fiscal Year 2021 Equity Grant In December 2020, our Compensation Committee recommended, the “FY 2021 Grants” which included both PSU and RSU awards. The FY 2021 Grants included a mix of 50% PSUs and 50% RSUs. The fiscal 2021 RSUs vest in three equal annual installments on each anniversary of the date of the grant, subject to continued service through those dates. The fiscal 2021 PSU awards were based on a three-year financial performance period ending on September 30, 2023, wherein performance would be measured by revenue, which is weighted 60%, and operating income, which is weighted 40%, in the final year of the performance period. In addition, the number of units earned would be subject to a modifier based on a three-year compound annual TSR of our stock calculated based on the 30-day trading average closing stock price from the beginning of the TSR performance period (December 10, 2020) and the end of the TSR performance period (December 10, 2023). At the November 30, 2023 meeting, the Compensation Committee approved a $6.3 million upward adjustment to the revenue target and a $3.3 million upward adjustment to the operating income target due to unusual and non-recurring events within the year. The calculated performance reflects stock price appreciation and any dividends paid on common shares (excluding preferred dividends). The maximum number of shares underlying the PSUs that can be earned is 187.5% of the target award. The pay and performance scale for the FY2021 Grants were adjusted upward due to the MIAT and Concorde acquisitions during fiscal 2022 and fiscal 2023, respectively. The adjusted pay and performance scale for the FY2021 Grants is as follows:

  37. Fiscal Year 2021 Equity Grant

    | | Performance Scale—FY 2021 Grants | | | | | | | Measures | FY23 Revenue ($MM) | | Payout (as a % of Target) | FY23 Operating Income | | Payout (as a % of Target) | | Below Threshold | ≤ | $567.1 | 0% | ≤ | $52.2 | 0% | | Threshold | | 567.1 | 25% | | 52.2 | 25% | | Target | | 630.1 | 100% | | 65.3 | 100% | | Max | | 693.1 | 150% | | 78.3 | 150% |

  38. Fiscal Year 2021 Equity Grant

    | TSR Modifier Scale | Three-Year Compound Annual TSR | TSR Modifier | 30-Day Trading Average Closing Stock Price (1) | | Threshold | <5.0% | 75% | <$6.64 | | Target | 10.0% | 100% | $7.64 | | Max | 20.0% | 125% | $9.92 |

  39. Fiscal Year 2021 Equity Grant

    | (1) The 30-day trading average closing stock price at grant was $5.74. |

  40. Fiscal Year 2021 Equity Grant

    On December 14, 2023, our Compensation Committee recommended and unanimously approved the performance unit results for fiscal year ending September 30, 2023 and granted a 60.4% payout of target shares.

  41. Fiscal Year 2022 Equity Grant

    Fiscal Year 2022 Equity Grant In December 2021, our Compensation Committee recommended and unanimously approved the “FY 2022 Grants” which were substantially similar in structure to the FY 2021 awards. The approval included the “FY2020 Special Grants” as described below in the footnote of the FY 2022 Grant RSU award table. The FY 2022 Grants included a mix of 47% performance units and 53% restricted stock units. These performance unit awards are tied to a three-year financial performance period ending on September 30, 2024, wherein performance is measured by revenue, which is weighted 60%, and operating income, which is weighted 40%, in the final year of the performance period. In addition, the number of units which may be earned is subject to a modifier based on a three-year compound annual TSR of our common stock calculated based on our 30-day trading average closing stock price from the beginning of the performance period (December 8, 2021) and the end of the performance period (December 8, 2024). These performance unit awards are tied to a three-year financial performance period ending on September 30, 2024, wherein performance is measured by revenue, which is weighted 60%, and operating income, which is weighted 40%, in the final year of the performance period. In addition, the number of units earned are subject to a modifier based on a three-year compound annual TSR of our stock calculated based on the 30-day trading average closing stock price from the beginning of the performance period (December 8, 2021) and the end of the performance period (December 8, 2024). The calculated performance will reflect stock price appreciation and any dividends paid on common shares (excluding preferred dividends). The maximum number of performance units that can be earned is 187.5% of the target award. The pay and performance scale for the FY2022 Grants were adjusted upward due to the MIAT and Concorde acquisitions during fiscal 2022 and fiscal 2023, respectively. The adjusted pay and performance scale for the FY2022 Grants is as follows:

  42. Fiscal Year 2022 Equity Grant

    | | Performance Scale—FY 2022 Grants | | | | | | | Measures | FY24 Revenue ($MM) | | Payout (as a % of Target) | FY24 Operating Income | | Payout (as a % of Target) | | Below Threshold | ≤ | $666.9 | 0% | ≤ | $69.5 | 0% | | Threshold | | 666.9 | 25% | | 69.5 | 25% | | Target | | 741.1 | 100% | | 86.9 | 100% | | Max | | 815.2 | 150% | | 104.3 | 150% |

  43. Fiscal Year 2022 Equity Grant

    | TSR Modifier Scale | Three-Year Compound Annual TSR | TSR Modifier | 30-Day Trading Average Closing Stock Price (1) | | Threshold | <5.0% | 75% | <$8.87 | | Target | 10.0% | 100% | $10.20 | | Max | 20.0% | 125% | $13.24 |

  44. Fiscal Year 2022 Equity Grant

    | (1) The 30-day trading average closing stock price at grant was $7.66. |

  45. Fiscal Year 2023 Equity Grants

    Fiscal Year 2023 Equity Grants In December 2022, our Compensation Committee recommended and unanimously approved the “FY 2023 Grants”. When making these grants, the Compensation Committee elected to use revenue and Adjusted EBTIDA as the relevant financial metrics, with Adjusted EBITDA replacing the operating income metric that had been used in prior grants. The FY 2023 Grants included a mix of 50% PSUs and 50% RSUs. Additionally, NEOs and other members of senior management who received a PSU grant in fiscal 2020 received a final replacement grant of RSUs in fiscal 2023 (the “2023 Special Grants”). The RSUs vest in three equal annual installments on each anniversary of the date of the grant, subject to continued service through those dates. The PSU awards are tied to a three-year financial performance period ending on September 30, 2025, wherein performance is measured by revenue, which is weighted 60%, and Adjusted EBITDA, which is weighted 40%, in the final year of the performance period. In addition, the number of units which may be earned is subject to a modifier based on a three-year compound annual TSR of our common stock calculated based on our 30-day trading average closing stock price from the beginning of the TSR performance period (December 8, 2022) and the end of the TSR performance period (December 8, 2025). The maximum number of performance units that can be earned is 187.5% of the target award. The PSU awards for the FY 2023 Grants were as follows:

  46. Fiscal Year 2023 Equity Grants

    | Name | Number of Shares of Common Stock Underlying Performance Unit Award | Target Award Value | | Jerome A. Grant | 104,457 | $750,000 | | Troy R. Anderson | 45,265 | $325,000 | | Sherrell E. Smith | 24,373 | $175,000 | | Todd A. Hitchcock | 20,891 | $150,000 | | Christopher E. Kevane | 20,891 | $150,000 |

  47. Fiscal Year 2023 Equity Grants

    The RSU awards for the FY 2023 Grants and the 2023 Special Grants were as follows:

  48. Fiscal Year 2023 Equity Grants

    | Name | Number of Shares of Common Stock Underlying Restricted Stock Unit Award | Target Award Value | | Jerome A. Grant | 139,253 | $1,001,772 | | Troy R. Anderson | 59,064 | $424,079 | | Sherrell E. Smith | 32,490 | $233,281 | | Todd A. Hitchcock | 26,087 | $187,302 | | Christopher E. Kevane | 25,381 | $182,232 |

  49. Fiscal Year 2023 Equity Grants

    The pay and performance scale for the FY 2023 Grants is as follows:

  50. Fiscal Year 2023 Equity Grants

    | | Performance Scale—FY 2023 Grants | | | | | | | Measures | FY24 Revenue ($MM) | | Payout (as a % of Target) | FY25 Adjusted EBITDA | | Payout (as a % of Target) | | Below Threshold | ≤ | $675.0 | 0% | ≤ | $80.0 | 0% | | Threshold | | 675.0 | 25% | | 80.0 | 25% | | Target | | 750.0 | 100% | | 100.0 | 100% | | Max | | 825.0 | 150% | | 120.0 | 150% |

  51. Fiscal Year 2023 Equity Grants

    | TSR Modifier Scale | Three-Year Compound Annual TSR | TSR Modifier | 30-Day Trading Average Closing Stock Price(1) | | Threshold | <5.0% | 75% | <$7.64 | | Target | 10.0% | 100% | $8.39 | | Max | 20.0% | 125% | $9.98 |

  52. Fiscal Year 2023 Equity Grants

    | (1) The 30-day trading average closing stock price at grant was $7.18. |

  53. Fiscal Year 2023 Equity Grants

    All PSUs and RSUs are subject to transfer restrictions and our NEOs will not have voting, dividend, or other stockholder rights until the shares of our common stock subject to the awards are issued upon vesting, which occurs on the third anniversary of the grant date. Vesting of the PSUs and RSUs is subject to continued employment with or service to UTI or a subsidiary through the applicable vesting date, except that the awards vest upon death, disability and termination of employment or service without cause or for good reason within one year after a change in control of UTI (as defined in the 2021 Plan and the applicable award agreements).

  54. Severance and Change in Control Benefits

    Severance and Change in Control Benefits Each of our NEOs is eligible to receive certain payments and benefits in connection with his or her termination of employment under various circumstances, including following a change in control of UTI, under his or her employment agreement or other applicable agreements, such as our Severance Plan, and under the terms that apply to outstanding restricted stock and restricted stock unit awards. We believe that these payments and benefits were necessary to attract and retain our NEOs and that the change in control payments and benefits are in the best interests of us and our stockholders because they help assure us that we will have the continued dedication and objectivity of our executive officers, notwithstanding the possibility or occurrence of a change in control of UTI. Specifically, these arrangements are intended to mitigate a potential disincentive for our NEOs when they are evaluating a potential acquisition of UTI, particularly when their services may not be required by the acquiring entity. In such a situation, we believe that these arrangements are necessary to encourage retention of our NEOs through the consummation of the transaction and to ensure a smooth management transition. For further details, see “Executive Compensation—Potential Payments upon Termination or Change in Control.”

  55. Equity Award Policy

    Equity Award Policy Pursuant to our equity award grant policy, we grant equity awards upon the recommendation of our Compensation Committee and with the approval from the independent members of our Board. Awards to newly- hired or promoted executive officers who are eligible to receive stock awards are proposed for approval at our Board’s next regularly scheduled meeting following the executive officer’s hire or promotion. For fiscal 2023, annual equity awards were granted to our executive officers in December 2022.

  56. “Golden Parachute” Compensation

    “Golden Parachute” Compensation Sections 280G and 4999 of the Code provide that our executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits that exceed certain prescribed limits in connection with a change in control of UTI, and that we, or a successor, may forfeit an income tax deduction on the amounts subject to this additional tax. We did not provide any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G or 4999 of the Code during fiscal 2023, and we have not agreed and are not otherwise obligated to provide any NEO with such a “gross-up” or other reimbursement in connection with the payments or benefits in connection with a change in control of UTI. Amounts payable to our NEOs as a result of a termination of employment in connection with a change in control of UTI may be reduced pursuant to provisions of the applicable agreements if they would be subject to taxes as a result of Sections 280G or 4999 of the Code.

  57. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC Topic 718”) for our stock-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options and other stock-based awards, based on the grant date fair value of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their stock- based compensation awards in their income statements over the period that an executive officer is required to render service in exchange for the option or other award. Historically, when granting equity awards to our NEOs, our Compensation Committee generally considered the potential expense of those awards under generally accepted accounting principles and their impact on our earnings per share. Our Compensation Committee concluded that the award levels were in the best interests of our stockholders given competitive compensation practices among the companies in our compensation peer group, the awards’ potential compensation expense, our performance and the impact of the awards on employee motivation and retention.

  58. Fiscal 2023 Summary Compensation Table

    Fiscal 2023 Summary Compensation Table The following table summarizes the compensation during the last three fiscal years (as applicable) to our NEOs.

  59. Fiscal 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | Jerome A. Grant | 2023 | 580,769 | 1,500,000 | 864,000 | 26,621 | 2,971,390 | | Chief Executive Officer | 2022 | 519,231 | 955,000 | 388,980 | 23,072 | 1,886,283 | | | 2021 | 500,000 | 1,191,989 | 510,000 | 13,725 | 2,215,714 | | Troy R. Anderson | 2023 | 418,269 | 650,000 | 397,800 | 22,917 | 1,488,986 | | Executive Vice President and Chief Financial Officer | 2022 | 410,673 | 500,000 | 238,005 | 22,225 | 1,170,903 | | | 2021 | 365,000 | 372,692 | 284,700 | 17,341 | 1,039,733 | | Sherrell E. Smith | 2023 | 408,000 | 350,000 | 334,152 | 18,495 | 1,110,647 | | Executive Vice President and Chief Academic Officer | 2022 | 423,692 | 262,500 | 242,763 | 17,693 | 946,648 | | | 2021 | 408,000 | 287,382 | 318,240 | 11,960 | 1,025,582 | | Christopher E. Kevane (4) | 2023 | 375,577 | 300,000 | 332,640 | 28,222 | 1,036,439 | | Senior Vice President and Chief Legal Officer, General Counsel | 2022 | 360,096 | 262,500 | 192,255 | 24,505 | 839,356 | | | 2021 | — | — | — | — | — | | Todd A. Hitchcock (5) | 2023 | 374,231 | 300,000 | 332,640 | 21,734 | 1,028,605 | | Senior Vice President and Chief Strategy and Transformation Officer | 2022 | 355,577 | 168,000 | 189,510 | 24,505 | 737,592 | | | 2021 | 325,000 | 183,719 | 234,000 | 32,721 | 775,440 |

  60. Fiscal 2023 Summary Compensation Table

    | (1) The amounts reported in this “Stock Awards” column represent the aggregate grant date fair value of awards of RSUs and PSUs granted in fiscal 2023, computed in accordance with ASC Topic 718 and does not reflect whether the recipient has actually realized a financial benefit from the award. The grant date fair value of awards of PSUs is based on the probable outcome of the performance conditions to which the PSUs are subject and the shares the recipient would receive under such outcome. The assumptions used in the calculations for these amounts are included in Note 19 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. Awards reported in 2023 represent a full annual grant for the performance-based long-term incentive plan, comprised of time-based RSUs and performance-based PSUs. |

  61. Fiscal 2023 Summary Compensation Table

    | (2) The amounts reported in the this “Non-Equity Incentive Plan Compensation” column represent annual cash incentive bonuses earned under our FY 2023 Management Incentive Plan. |

  62. Fiscal 2023 Summary Compensation Table

    | (3) The following table sets forth the amounts of other compensation, including perquisites and other personal benefits, paid to, or on behalf of, our NEOs included in the “All Other Compensation” column. |

  63. Fiscal 2023 Summary Compensation Table

    | (4) Mr. Kevane first became an NEO in fiscal 2022. |

  64. Fiscal 2023 Summary Compensation Table

    | (5) Mr. Hitchcock was an NEO in fiscal 2021, was not in fiscal 2022 and became an NEO again in fiscal 2023. |

  65. Fiscal 2023 Grants of Plan-Based Awards Table

    Fiscal 2023 Grants of Plan-Based Awards Table The following table sets forth information regarding the grant of plan-based awards to our NEOs in fiscal 2023.

  66. Fiscal 2023 Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | Grant Date Fair Value of Stock and Option Awards ($) (4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jerome A. Grant | | | | | | | | | | | Cash Incentive | | 150,000 | 600,000 | 900,000 | — | — | — | — | — | | Restricted Stock Award | 12/8/2022 | — | — | — | — | — | — | 139,523 | 1,001,772 | | Performance Unit Award | 12/8/2022 | — | — | — | 26,114 | 104,457 | 195,857 | — | 750,000 | | Troy R. Anderson | | | | | | | | | | | Cash Incentive | | 69,062 | 276,250 | 414,375 | — | — | — | — | — | | Restricted Stock Award | 12/8/2022 | — | — | — | — | — | — | 59,064 | 424,079 | | Performance Unit Award | 12/8/2022 | — | — | — | 11,316 | 45,265 | 84,872 | — | 325,000 | | Sherrell E. Smith | | | | | | | | | | | Cash Incentive | | 66,300 | 265,200 | 397,800 | — | — | — | — | — | | Restricted Stock Award | 12/8/2022 | — | — | — | — | — | — | 32,490 | 233,281 | | Performance Unit Award | 12/8/2022 | — | — | — | 6,093 | 24,373 | 45,700 | — | 175,000 | | Todd A. Hitchcock | | | | | | | | | | | Cash Incentive | | 57,750 | 231,000 | 346,500 | — | — | — | — | — | | Restricted Stock Award | 12/8/2022 | — | — | — | — | — | — | 26,087 | 187,302 | | Performance Unit Award | 12/8/2022 | — | — | — | 5,222 | 20,891 | 39,171 | — | 150,000 | | Christopher E. Kevane | | | | | | | | | | | Cash Incentive | | 57,750 | 231,000 | 346,500 | — | — | — | — | — | | Restricted Stock Award | 12/8/2022 | — | — | — | — | — | — | 25,381 | 182,232 | | Performance Unit Award | 12/8/2022 | — | — | — | 5,222 | 20,891 | 39,171 | — | 150,000 |

  67. Fiscal 2023 Grants of Plan-Based Awards Table

    | (1) The amounts reported in these columns represent the dollar value of the range of possible annual cash incentive amounts that could have been paid to our NEOs for fiscal 2023 under the FY 2023 Management Incentive Plan based upon satisfaction of the performance targets set by our Compensation Committee. The cash incentive awards under our FY 2023 Management Incentive Plan are described in more detail in the section titled “Compensation Discussion and Analysis” under the heading “2023 Executive Compensation Program Decisions in Detail.” The actual cash awards paid in December 2023 for performance in fiscal 2023 are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. |

  68. Fiscal 2023 Grants of Plan-Based Awards Table

    | (2) The amounts reported in these columns represent potential share payouts with respect to PSUs granted in fiscal 2023 upon satisfaction of the performance criteria set forth by our Board. The performance criteria for the PSU awards are described above in the section titled “Compensation Discussion and Analysis” under the heading “2023 Executive Compensation Program Decisions in Detail.” The performance period for the three-year compound annual TSR measure is from December 8, 2022 through December 8, 2025 and the performance period for the revenue and Adjusted EBITDA goals is the fiscal year ending September 30, 2025. |

  69. Fiscal 2023 Grants of Plan-Based Awards Table

    | (3) The amounts reported in this column represent the potential share payout of the time-based RSU awards granted to our NEOs in fiscal 2023. |

  70. Fiscal 2023 Grants of Plan-Based Awards Table

    | (4) The amounts reported in this column reflect the aggregate grant date fair value of both the time-based RSUs and performance-based PSUs calculated in accordance with ASC Topic 718. |

  71. Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table

    Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth certain information regarding outstanding equity awards held by each of our NEOs as of September 30, 2023 that have not vested. The values reported in the table have not been, and may never be, realized. RSU and PSU awards are subject to forfeiture restrictions. PSU awards are made subject to the achievement of specified performance goals and TSR targets. For further details on our new performance-based long-term incentive plan, see “Compensation Discussion and Analysis—Compensation Elements—Long-Term Incentive Compensation” found elsewhere in this Proxy Statement. The value realized, if any, will depend on the market price of our common stock on the date an NEO eventually earns such shares and any applicable restrictions have lapsed.

  72. Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | | | Stock Awards | | | | | Name | Award Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights Held That Have Not Vested ($) (1) | | Jerome A. Grant | Dec 10, 2020 | 31,940(2) | $267,657 | | | | | Dec 10, 2020 | | | 95,819(3) | $802,963 | | | Dec 8, 2021 | 53,247(2) | $446,210 | | | | | Dec 8, 2021 | | | 79,870(4) | $669,311 | | | Dec 8, 2022 | 139,523(2) | $1,169,203 | | | | | Dec 8, 2022 | | | 104,457(5) | $875,350 | | Troy R. Anderson | Dec 10, 2020 | 10,258(2) | $85,962 | | | | | Dec 10, 2020 | | | 29,182(3) | $244,545 | | | Dec 8, 2021 | 26,358(2) | $220,880 | | | | | Dec 8, 2021 | | | 39,537(4) | $331,320 | | | Dec 8, 2022 | 59,064(2) | $494,956 | | | | | Dec 8, 2022 | | | 45,265(5) | $379,321 | | Sherrell E. Smith | Dec 10, 2020 | 7,852(2) | $65,800 | | | | | Dec 10, 2020 | | | 22,667(3) | $189,949 | | | Dec 8, 2021 | 14,662(2) | $122,868 | | | | | Dec 8, 2021 | | | 21,992(4) | $184,293 | | | Dec 8, 2022 | 32,490(2) | $272,266 | | | | | Dec 8, 2022 | | | 24,373(5) | $204,246 | | Christopher E. Kevane | Dec 10, 2020 | 7,260(2) | $60,839 | | | | | Dec 10, 2020 | | | 21,778(3) | $182,500 | | | Dec 8, 2021 | 12,920(2) | $108,270 | | | | | Dec 8, 2021 | | | 19,379(4) | $162,396 | | | Dec 8, 2022 | 25,381(2) | $212,693 | | | | | Dec 8, 2022 | | | 20,891(5) | $175,067 | | Todd A. Hitchcock | Dec 10, 2020 | 5,213(2) | $43,685 | | | | | Dec 10, 2020 | | | 13,938(3) | $116,800 | | | Dec 8, 2021 | 13,155(2) | $110,239 | | | | | Dec 8, 2021 | | | 19,732(4) | $165,354 | | | Dec 8, 2022 | 26,087(2) | $218,609 | | | | | Dec 8, 2022 | | | 20,891(5) | $175,067 |

  73. Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) Market value was calculated using the closing price of our common stock as reported on the NYSE on September 29, 2023, which was $8.38. |

  74. Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (2) The time-based RSUs reported in this column vest in three equal annual installments on the anniversary of the award date. |

  75. Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (3) The amounts reported in this row represent potential share payouts with respect to PSUs granted upon satisfaction of the performance criteria set forth by our Board. The performance criteria for the PSU awards are described above in the section titled “Compensation Discussion and Analysis” under the heading “2023 Executive Compensation Program Decisions in Detail.” The performance period for the three-year compound annual TSR measure is from December 10, 2020 through December 10, 2023 and the performance period for the revenue and operating income goals is the fiscal year ending September 30, 2023. |

  76. Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (4) The amounts reported in this row represent potential share payouts with respect to PSUs granted upon satisfaction of the performance criteria set forth by our Board. The performance criteria for the PSU awards are described above in the section titled “Compensation Discussion and Analysis” under the heading “2023 Executive Compensation Program Decisions in Detail.” The performance period for the three-year compound annual TSR measure is from December 8, 2021 through December 8, 2024 and the performance period for the revenue and operating income goals is the fiscal year ending September 30, 2024. |

  77. Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (5) The amounts reported in this row represent potential share payouts with respect to PSUs granted upon satisfaction of the performance criteria set forth by our Board. The performance criteria for the PSU awards are described above in the section titled “Compensation Discussion and Analysis” under the heading “2023 Executive Compensation Program Decisions in Detail.” The performance period for the three-year compound annual TSR measure is from December 8, 2022 through December 8, 2025 and the performance period for the revenue and Adjusted EBITDA goals is the fiscal year ending September 30, 2025. |

  78. Fiscal 2023 Option Exercises and Stock Vested Table

    Fiscal 2023 Option Exercises and Stock Vested Table The following table sets forth certain information regarding the RSU and PSU awards held by our NEOs that vested during fiscal 2023.

  79. Fiscal 2023 Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting ($) (1) | | Jerome A. Grant | 82,133 | $577,945 | | Troy R. Anderson | 33,658 | $236,684 | | Sherrell E. Smith | 21,195 | $149,192 | | Christopher E. Kevane | 17,044 | $122,823 | | Todd A. Hitchcock | 15,638 | $110,381 |

  80. Fiscal 2023 Option Exercises and Stock Vested Table

    | (1) Represents 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 the NYSE on the applicable vesting date by the number of shares that vested at the close of business for each vesting date. |

  81. Pension Benefits

    Pension Benefits We did not sponsor any defined benefit pension or other actuarial plan for our NEOs during fiscal 2023.

  82. Fiscal 2023 Nonqualified Deferred Compensation Table

    Fiscal 2023 Nonqualified Deferred Compensation Table The following table sets for the vested account balances of our NEOs under our Nonqualified Deferred Compensation Plan for the fiscal year ended September 30, 2023.

  83. Fiscal 2023 Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in Last FY ($) (1) | Registrant Contributions in Last FY ($) (2) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) (3) | | Jerome A. Grant | — | — | — | — | — | | Troy R. Anderson | — | — | — | — | — | | Sherrell E. Smith | — | — | $54,644 | — | $397,472 | | Todd A. Hitchcock | — | — | — | — | — | | Christopher E. Kevane | — | — | — | — | — |

  84. Fiscal 2023 Nonqualified Deferred Compensation Table

    | (1) Effective October, 1, 2021, participant contributions were suspended and there were no participant contributions made during fiscal 2023. |

  85. Fiscal 2023 Nonqualified Deferred Compensation Table

    | (2) Effective January, 2021, Company-matching contributions were suspended and there were no Company contributions made during fiscal 2021. |

  86. Fiscal 2023 Nonqualified Deferred Compensation Table

    | (3) Reflects the fully vested and earned compensation as of September 30, 2023. |

  87. Fiscal 2023 Nonqualified Deferred Compensation Table

    We previously operated a Non-Qualified Deferred Compensation Plan that allowed for deferral up to 75% base salary and up to 90% of annual bonus, as well as participant deferrals to offset any excess deferrals which were returned to the participant due to required discrimination testing under the Section 401(k) plan. Participants could elect to invest among a number of mutual fund options and participant account balances which were credited on a pre-tax basis with earnings, or losses, equivalent to the actual market performance of these investments. Pursuant to our Non-Qualified Deferred Compensation Plan, a participant employed for at least one year was eligible for an incentive matching contribution equal to 50% of his or her plan contributions, up to the maximum “matchable” compensation equivalent to 5% of base salary. These Company-matching contributions were subject to a five-year vesting schedule. Beginning in January 2013, we suspended the Company-matching contribution under our Non-Qualified Deferred Compensation Plan. Effective as of October 1, 2021, we suspended future contributions by our employees and directors into our Non-Qualified Deferred Compensation Plan as a result of low participation. Executives may maintain current balances within the plan. Participants can elect to receive payments at separation from service and/or in the form of an in-service withdrawal. Generally, accounts are valued on the last business day of the month following separation from service, death or disability, with payments made in the following month. Separation from service accounts can be paid in (i) a lump sum, (ii) annual installments over a period of up to 10 years, or (iii) a partial lump sum with the balance paid in annual installments, according to a participant’s election. In-service account elections must be made for a specific date, at least three years in the future, and can be paid in a lump sum or in annual installments over a period of up to five years, according to the participant’s election. If a participant dies, becomes disabled while employed by us, or separates from service within 24 months following a change in control of us, all of his or her accounts will be paid in a single lump sum. Participants may also receive distributions in the event of an unforeseeable financial emergency resulting from (i) an illness or accident involving the participant, participant’s spouse or dependents, or a beneficiary, (ii) a loss of property due to casualty, or (iii) other extraordinary and unforeseeable events that are beyond the participant’s control. Participants may request an emergency distribution from the plan up to the amount necessary to satisfy the emergency. All requests for such distributions require our approval.

  88. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Each of our NEOs is eligible to receive certain payments and benefits in connection with his or her termination of employment under various circumstances, including following a change in control of UTI, under his or her employment agreement or other applicable agreements, and under the terms that apply to our outstanding restricted stock and restricted stock unit awards. The estimated potential payments and benefits payable to each NEO in the event of termination of employment as of September 30, 2023 pursuant to his or her particular post-employment compensation arrangement are described below. The actual amounts that would be paid or distributed to our NEOs as a result of one of the termination events occurring in the future may be different than those presented below as many factors will affect the amount of payments and benefits upon a termination of employment. For example, some of the factors that could affect the amounts payable include the NEO’s base salary, then-current incentive opportunities and applicable arrangements, then-current levels of health and other welfare benefits coverage and the market price of our common stock. Although we have entered into written arrangements to provide payments and benefits to our NEOs in connection with a termination of employment under particular circumstances, we, or an acquirer, may mutually agree with our NEOs on severance terms that vary from those provided in these pre-existing arrangements. Finally, in addition to the amounts presented below, each NEO would also be able to exercise any previously vested options to purchase shares of our common stock that he or she holds. For more information about our NEOs’ outstanding equity awards as of September 30, 2023, see “Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End”. Along with the payments and benefits described in an NEO’s individual post-employment compensation agreement and equity award agreements, he or she is also eligible to receive any benefits accrued under our broad-based benefit plans, in accordance with the terms of those plans and policies.

  89. CEO Pay Ratio

    CEO Pay Ratio For the fiscal year ended September 30, 2023, the median of the annual total compensation of all our employees (other than our CEO) was $86,718, and the annual total compensation of Mr. Grant, our CEO at the end of fiscal 2023 was $2,971.390. Based on this information, for fiscal 2023, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was estimated to be 34:1. We believe this ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. To identify the “median employee,” we considered the fiscal year earnings from October 1 through September 30th for our compensation measure. No cost-of-living adjustments were applied, and no jurisdictions were excluded. Once we identified the median employee, we totaled all of the elements of the employee’s compensation for fiscal 2023 in accordance with the requirements of the applicable rules of the SEC, and consistent with the calculation of total compensation of our CEO in the Fiscal 2023 Summary Compensation Table.

  90. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive “compensation actually paid” (“

  91. CAP

    | Year | Summary Compensation Table Total for CEO (1) | Compensation Actually Paid to CEO (1) | Average Summary Compensation Table Total for Non-CEO NEOs (2) | Average Compensation Actually Paid to Non-CEO NEOs (1)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions) (4) | Adjusted EBITDA (5) (in millions) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (3) | | | | 2023 | $2,971,390 | $3,924,838 | $1,166,169 | $1,577,113 | 165 | 115 | $12.3 | $64.2 | | 2022 | $1,886,283 | $1,961,507 | $923,812 | $947,008 | 107 | 90 | $25.8 | $60.2 | | 2021 | $2,215,714 | $2,173,748 | $871,976 | $858,443 | 133 | 102 | $14.6 | $34.2 |

  92. CAP

    | (1) Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid, calculated in accordance with Item 402(v) of Regulation S-, include: |

  93. CAP

    | (2) Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: |

  94. CAP

    | (3) The peer group selected by the Company for purposes of the total shareholder return (“TSR”) benchmarking for the pay versus performance disclosures is the same peer group the Company uses for its performance graph in the Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K. The peer group consists of Adtalem Global Education, Inc.; American Public Education, Inc.; Lincoln Education Services Corporation; Perdoceo Education Corporation; and Strategic Education, Inc. |

  95. Pay Versus Performance: Graphical Description

    Pay Versus Performance: Graphical Description The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) and the following measures:

  96. Pay Versus Performance: Graphical Description

    | • | the Company’s cumulative Total Stockholder Return (“TSR”) and the Peer Group’s cumulative TSR; |

  97. Pay Versus Performance: Graphical Description

    | • | the Company’s Net Income; and |

  98. Pay Versus Performance: Graphical Description

    | • | the Company Selected Measure, which is Adjusted EBITDA |