Carlton E. Rose
LINCOLN EDUCATIONAL SERVICESAbout Carlton E. Rose
Independent director since 2020; age 63 as of March 20, 2025. Rose is a Lincoln Technical Institute alumnus (automotive engineering) and spent 43 years at UPS, culminating as President, Global Fleet Maintenance & Engineering before retiring in March 2023. He brings deep operations, fleet engineering, and leadership experience and currently chairs the board of REE Automotive, a public EV truck/platform company.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Parcel Service (UPS) | President, Global Fleet Maintenance & Engineering (final role); progressed from package handler over 43-year tenure | 1980–Mar 2023 | Technical and business leadership in global fleet and engineering operations, multiple promotions based on technical and team leadership. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| REE Automotive | Director (appointed), then Chairman of the Board (effective Oct 16, 2023) | Jun 2023–present | Chairs board; REE is an automotive technology provider of fully by-wire electric trucks/platforms. |
Board Governance
- Independence: Board determined Rose is independent under NASDAQ rules (all directors except CEO are independent; all committee members are independent).
- Committees (2024 structure): Audit Committee member; Compensation Committee member. Not a chair.
- Attendance/Engagement: Six board meetings in FY 2024; all directors attended all board and applicable committee meetings except one director (Burke) missed a Nominating meeting—no absences noted for Rose. Most directors, including Rose, attended the 2024 Annual Meeting.
- Board leadership: Non-Executive Chair leads executive sessions generally at each regular board meeting; independent oversight is emphasized.
- Years of service on LINC board: Since 2020.
Fixed Compensation
Director pay structure (FY 2024) and Rose’s actual:
| Element | Policy (Annual) | Rose – Amount ($) |
|---|---|---|
| Cash retainer | $55,000 for non-employee directors | $55,000 |
| Audit Committee member fee | $8,000 | $8,000 |
| Compensation Committee member fee | $6,000 | $6,000 |
| Committee chair fee | $10,000–$15,000 (only for chairs) | $0 (not a chair) |
| Equity grant (restricted stock) | $60,000 (time-based RS; Non-Exec Chair $105,000) | $60,000 |
| Total | — | $129,000 |
Mix analysis:
- Cash: $69,000 (retainer + committee fees)
- Equity: $60,000 (time-based RS)
- Cash vs Equity: ~53% cash / ~47% equity, supporting alignment via equity while maintaining modest cash retainer.
Grant details:
- RS grant date and shares: May 2, 2024; 5,343 restricted shares granted to each non-employee director (excluding pro-rated grants for two new directors).
- Vesting: 100% on May 2, 2025.
- Grant-date pricing: $11.23 closing price on May 2, 2024 used for fair value.
Performance Compensation
- No performance-conditioned director equity disclosed; annual director equity is time-based RS vesting after one year. LINC does not currently grant stock options.
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Risk |
|---|---|---|
| REE Automotive | Chairman | No disclosed LINC business with REE; industry adjacency (automotive tech vs post-secondary education) suggests low direct conflict risk. |
Expertise & Qualifications
- Skills matrix flags Rose’s CEO/senior officer experience, industry experience, governance/board experience, and independence.
- Domain: Fleet operations, engineering, large-scale logistics operations; LINC alumnus offers student and employer perspective relevant to program-market fit.
- Financial acumen not specifically designated for Rose in matrix (others cover audit financial expert).
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 42,079 shares (36,736 common; 5,343 restricted) |
| % of shares outstanding | ~0.13% (42,079 / 31,592,807) |
| Vested vs unvested | 5,343 restricted shares vest May 2, 2025; remainder common held directly. |
| Pledging/Hedging | Company Code prohibits margin accounts, hedging or pledging of company stock, with limited exceptions requiring Board approval. No pledging by Rose disclosed. |
| Ownership guidelines | Corporate Governance Guidelines include director stock ownership, but specific multiples are not detailed in proxy; not disclosed. |
Governance Assessment
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Strengths:
- Independent director with high 2024 attendance and active membership on Audit and Compensation—two critical oversight committees.
- Meaningful operations/engineering background complements LINC’s employer-driven programs; alumnus perspective strengthens stakeholder alignment.
- Equity-based director compensation and anti-hedging/anti-pledging policy support ownership alignment and investor-friendly posture.
- No related-party transactions involving Rose disclosed; Compensation Committee independence maintained.
-
Watch items:
- External chair role at REE Automotive increases time commitments; monitor for overboarding if additional public boards accrue. Current load appears manageable.
- Financial acumen designation sits with other directors; ensure Audit Committee continues to have robust financial expertise coverage (Carney designated audit committee financial expert).
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RED FLAGS:
- None disclosed regarding attendance shortfalls, related-party transactions, hedging/pledging, or director pay anomalies for Rose.
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Shareholder sentiment signal:
- Say-on-pay (executive comp) approval ~93% at 2024 meeting—indirectly supportive of overall governance and compensation oversight, including committee effectiveness.