Brian K. Meyers
Executive Vice President, Chief Financial Officer and Treasurer at 
LINCOLN EDUCATIONAL SERVICES
LINCOLN EDUCATIONAL SERVICESExecutive
About Brian K. Meyers
Brian K. Meyers (age 58) is Executive Vice President, Chief Financial Officer, and Treasurer of Lincoln Educational Services, with 30+ years in accounting/finance; he joined Lincoln in 2002 after serving as VP & Controller at Candie’s Inc. and starting his career at Richard A. Eisner (now EisnerAmper) in 1989. He is a CPA with a B.S. in Accounting from Wagner College . Under his finance leadership, LINC delivered 2024 revenue growth of 16.4% to $440.1m, Adjusted EBITDA of $42.3m (vs. $26.5m in 2023), and net income of $9.9m; 3-year TSR rose from a $100 base to $212, while year-end cash was nearly $60m with no debt .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Candie’s Inc. | Vice President & Controller | Not disclosed | Corporate finance leadership prior to LINC |
| Richard A. Eisner (EisnerAmper) | Public Accountant | Began in 1989 (end not disclosed) | Foundation in audit/accounting; CPA track |
External Roles
No public board directorships or external roles disclosed in the proxy for Meyers. Skip if not disclosed.
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $358,955 | $400,000 | 11.4% increase aligned to market benchmarking |
| Perquisites (Vehicle) ($) | $7,285 | $7,233 | Company vehicle for business/personal use per employment agreement |
| Life Insurance ($) | $5,054 | $5,369 | Supplemental life insurance |
| 401(k) Match ($) | $897 | $3,450 | Standard employee plan participation |
| Total Fixed Cash ($) | $372,191 | $416,052 | Sum of salary + disclosed perqs/match |
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| MIC Plan – Adjusted EBITDA (Cash Bonus) | 100% | 75% of base salary ($300,000) | 105.9% of target; paid $317,829 | Annual payout based on FY performance |
| Performance-Based Restricted Stock | 50% of annual equity award mix | Annual adjusted EBITDA targets for each year in 3-year cycles | FY2024 target achieved; one-third vested for 2022/2023/2024 cycles | Ratably over 3 years; catch-up eliminated for awards after 12/31/2023 |
| Time-Based Restricted Stock | 50% of annual equity award mix | Service-based | Vests ratably | 3-year ratable vesting |
Equity Ownership & Alignment
| Ownership Detail | Amount | % of Outstanding | Notes |
|---|---|---|---|
| Total Beneficial Ownership (shares) | 195,042 | <1% | Includes 117,365 restricted shares |
| Common Shares Held Directly | 77,677 | <1% | Voting power over common |
| Restricted Stock (Unvested/Outstanding at 12/31/24) | 117,365 | N/A | Mix of time- and performance-based |
| Pledging/Hedging | Prohibited | N/A | Code of Conduct prohibits pledging/hedging; exceptions only by Board |
| Stock Ownership Guidelines | Not disclosed | N/A | Company annually reviews holdings; no multiple disclosed |
Outstanding equity awards detail (as of 12/31/2024; closing price $15.82):
| Grant Year | Unvested Shares | Market Value ($) | Structure/Vesting |
|---|---|---|---|
| 2022 grant (50% time/50% performance) | 22,862 | $361,677 | 3-year ratable; performance tied to adjusted EBITDA |
| 2023 grant (50% time/50% performance) | 54,196 | $857,381 | 3-year ratable; performance tied to adjusted EBITDA |
| 2024 grant (50% time/50% performance) | 51,976 | $822,260 | 3-year ratable; performance tied to adjusted EBITDA |
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Agreement date/role | Employment agreement dated Dec 13, 2022; EVP, CFO & Treasurer | |
| Contract term | Through Dec 31, 2025 | |
| Auto-renewal upon Change-in-Control | Extends for 2 years from CIC date | |
| Annual MIC eligibility | Yes; target 75% of salary | |
| Severance (Involuntary Termination) | 1.75x (salary + target bonus) lump sum + prorated MIC + 1 year health benefits | |
| Non-compete | 2 years post-employment; agreement terms mirror CEO’s (identical except salary/multiple) | |
| Non-solicit | 1 year post-employment | |
| Confidentiality | Unlimited duration | |
| Equity acceleration | Immediate vesting of all restricted stock/options upon CIC, Involuntary Termination, death/disability | |
| Tax gross-ups | No 280G excise tax gross-ups; potential cutback to avoid 4999 excise | |
| Clawback policy | Applies to performance-based cash and equity compensation |
Potential payments (valued at 12/31/2024; stock $15.82):
| Scenario | Aggregate Severance ($) | Stock Awards Accelerated ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|
| Involuntary Termination | 1,225,000 | 2,041,318 | 14,658 | 3,280,976 |
| Change in Control | — | 2,041,318 | — | 2,041,318 |
| Death/Disability | 300,000 | 2,041,318 | — | 2,341,318 |
Compensation Structure
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 400,000 | 500,000 | 317,829 | 16,052 | 1,233,881 |
| 2023 | 358,955 | 500,000 | 398,440 | 13,236 | 1,270,631 |
Program design and governance:
- Pay-for-performance philosophy targeting market 50th percentile; performance-based pay is a significant portion of NEO total compensation .
- Annual cash bonuses fully tied to adjusted EBITDA; 2024 payout at 105.9% of target .
- Long-term equity is exclusively restricted stock (no options), 50% time-based and 50% performance-based; catch-up vesting eliminated for awards after 12/31/2023 .
- Independent compensation consultant (Grant Thornton); benchmarking includes Adtalem, APEI, Coursera, Franklin Covey, GCE, Laureate, Perdoceo, Strategic Education, UTI, Udemy .
Performance Compensation (Detailed)
| Component | Metric | Weight | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| MIC Plan (FY2024) | Adjusted EBITDA | 100% | 75% of salary ($300,000) | 105.9% of target; $317,829 paid | Cash; annual |
| Performance RS (2022–2024 cycles) | Adjusted EBITDA (annual) | 50% of equity mix | Annual targets set by committee | FY2024 target achieved; one-third vested for each active cycle | 3-year ratable |
| Time-Based RS | Service | 50% of equity mix | 3-year ratable | Standard vesting | 3-year ratable |
Company Operating Performance Snapshot (Context for Pay-for-Performance)
| Metric | FY2023 | FY2024 |
|---|---|---|
| Revenue ($m) | $378.1 (implied) | $440.1; +16.4% YoY |
| Adjusted EBITDA ($m) | $26.5 | $42.3 |
| Net Income ($m) | $26.0 | $9.9 |
| Year-end Cash ($m) | Not disclosed | Nearly $60; no debt; ~ $100m liquidity |
| 3-Year TSR (Value of $100) | $89 (FY2022) | $212 (FY2024) |
Governance and Shareholder Feedback
- Say-on-pay approval: ~93% support at 2024 Annual Meeting .
- Insider trading compliance: No delinquent Section 16 filings reported for 2024 .
- Related party transactions: None in 2023–2024 requiring disclosure (historical preferred stock context noted for a director; converted in 2022) .
Investment Implications
- Alignment: Cash bonus and performance RSUs are fully anchored to adjusted EBITDA, with strong FY2024 execution (payout modestly above target) supporting pay-for-performance credibility . The absence of options and use of RSUs reduces risk-taking incentives, but single-trigger equity vesting on change-in-control is generous relative to broader governance trends .
- Retention/Continuity: Contract through 12/31/2025 with 1.75x severance multiple and extended term on CIC provides stability; non-compete (2 years) and non-solicit (1 year) protect the enterprise . Material unvested RS tranches across 2022–2024 cycles suggest ongoing retention hooks, with FY2024 performance already vesting one-third in each cycle .
- Selling Pressure: Significant restricted equity (117,365 shares) is scheduled to vest ratably; while hedging/pledging is prohibited, periodic sales around vesting for tax or diversification could occur absent explicit ownership guidelines; monitor Form 4s around March–May determination/vesting windows .
- Risk/Red Flags: No excise tax gross-ups, clawback policy in place, and no options/repricing reduce governance risk; single-trigger equity vesting on CIC and lack of disclosed stock ownership multiples are watch points .
Overall, Meyers’ package is predominantly performance-linked, with measured cash payouts and multi-year RSU cycles tied to EBITDA execution, supporting alignment amid strong 2024 operational momentum; retention risk appears low through 2025, but watch CIC terms (single-trigger vesting) and upcoming vesting schedules for potential trading flow signals. **[1286613_0001140361-25-013183_ef20047071_def14a.htm:24]** **[1286613_0001140361-25-013183_ef20047071_def14a.htm:25]** **[1286613_0001140361-25-013183_ef20047071_def14a.htm:26]** **[1286613_0001140361-25-013183_ef20047071_def14a.htm:27]** **[1286613_0001140361-25-013183_ef20047071_def14a.htm:29]** **[1286613_0001140361-25-013183_ef20047071_def14a.htm:20]** **[1286613_0001140361-25-013183_ef20047071_def14a.htm:35]**