Sector: Consumer Discretionary
LINCOLN EDUCATIONAL SERVICES CORP · Meeting: May 7, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Election of Directors
Director since 2019 with strong private equity and governance credentials; no overboarding, attendance, or independence concerns; TSR trigger does not apply as LINC's 3-year return of +642.7% outperforms the peer group median by +637.8 percentage points, far exceeding the 65pp threshold required to trigger a vote against.
Director since 1999 with extensive investment and financial experience; the proxy notes he missed one committee meeting due to travel delays but otherwise attended all meetings, which does not trigger the 75% attendance threshold; TSR trigger does not apply given exceptional stock outperformance versus peers.
Director since 2024, joining within the last 24 months and therefore exempt from the TSR trigger under policy; brings relevant financial and regulatory expertise including current audit committee chair role at Navient; no independence or attendance concerns.
Director since 2020 with deep CFO and accounting background; designated audit committee financial expert; no overboarding, attendance, or independence concerns; TSR trigger does not apply given LINC's exceptional outperformance versus peers.
Director since 2024, joining within the last 24 months and therefore exempt from the TSR trigger; brings broad executive experience in large industrial companies; no independence or attendance concerns.
Director since 2020 with directly relevant experience as former president of a for-profit university; no overboarding, attendance, or independence concerns; TSR trigger does not apply given LINC's strong outperformance versus peers.
Director since 2021 with senior human resources and legal experience at large manufacturers; chairs the Compensation Committee; no overboarding, attendance, or independence concerns; TSR trigger does not apply.
Director since 2020 with operational management experience and a unique personal connection as a Lincoln graduate; no overboarding, attendance, or independence concerns; TSR trigger does not apply given exceptional peer outperformance.
Director since 2023 with extensive healthcare administration and CEO experience; no overboarding, attendance, or independence concerns; TSR trigger does not apply given LINC's strong stock performance versus peers.
CEO and director since 2015 with deep institutional knowledge of the company; per policy, executive directors are subject to the same TSR trigger as other directors, but the trigger does not apply here as LINC's 3-year return of +642.7% outperforms the peer median by +637.8 percentage points, far above the 65pp threshold; no other flags apply.
All ten director nominees receive a FOR vote determination. LINC's 3-year total shareholder return of +642.7% substantially outperforms the company-disclosed peer group median of +4.9% by approximately +637.8 percentage points, far exceeding the 65-percentage-point threshold required to trigger a vote against any director. The board includes a skills matrix, financial expertise on the audit committee, strong independence structure, and no overboarding or material attendance issues.
CEO
Scott M. Shaw
Total Comp
$3,999,717
Prior Support
94.5%%
CEO Scott Shaw's total compensation of approximately $4.0 million is reasonable for a company of LINC's size and sector, and the pay structure is well-designed with at least 70% of NEO target compensation delivered through performance-based and long-term incentive elements, well above the 50-60% minimum threshold required by policy. The incentive plan uses multiple measurable metrics — adjusted EBITDA, revenue, and student placement — and the company's exceptional stock performance (3-year return of +642.7%, far outpacing peers) strongly supports the conclusion that above-target incentive pay is fully justified by shareholder outcomes. The prior year say-on-pay vote received 94.5% approval, the company maintains a meaningful clawback policy, and there are no red flags on equity dilution or pay mix.
Auditor
Deloitte & Touche LLP
Tenure
27 yrs
Audit Fees
$1,083,351
Non-Audit Fees
$221,692
Deloitte & Touche LLP has served as LINC's auditor since 1999, a tenure of approximately 27 years, which exceeds the 25-year threshold in our policy and raises concerns about auditor independence and professional skepticism after such a long relationship with the same management team. The non-audit fee ratio is approximately 20% of audit fees (well within the 50% limit), the firm is a Big 4 auditor appropriate for LINC's size, and there is no evidence of material restatements, so those tests all pass. However, the proxy does not provide a specific and compelling rationale for retaining an auditor of this tenure — such as disclosure of recent lead partner rotation details or a concrete multi-year rotation plan — so the tenure trigger fires and a vote against ratification is warranted.
The 2026 LINC annual meeting presents three proposals: election of ten directors, ratification of Deloitte as auditor, and a say-on-pay vote. All ten directors and the say-on-pay proposal receive FOR vote determinations based on LINC's outstanding stock performance and well-structured compensation program; however, Deloitte's 27-year tenure as auditor — without a compelling disclosed rationale for continuation — triggers an AGAINST vote on auditor ratification under the policy's 25-year tenure threshold.
16 companies disclosed in 2026 proxy filing
