Chad D. Nyce
LINCOLN EDUCATIONAL SERVICESAbout Chad D. Nyce
Chad D. Nyce, 52, is Executive Vice President and Chief Operating Officer at Lincoln Educational Services (LINC). He joined Lincoln in 2020 as EVP and Chief Innovation Officer and assumed the COO role in 2025; he holds a B.B.A. and an M.B.A. from Temple University . Under the current leadership team’s 2024 execution, Lincoln delivered revenue of $440.1M (+16.4% YoY), Adjusted EBITDA of $42.3M (vs. $26.5M in 2023), and net income of $9.9M; cumulative TSR (value of $100 investment) improved to $212 in 2024 from $154 in 2023 and $89 in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Strayer University, LLC (now a subsidiary of Strategic Education, Inc.) | Chief Operating Officer | 2007–2019 | Senior operating leadership at a scaled post-secondary institution . |
| InteliStaf Healthcare, Inc. | Regional VP of Operations | 2004–2007 | Operations leadership at one of the largest privately-held healthcare staffing firms . |
| Goldman, Sachs & Co. | Vice President, Investment Banking Division | Not disclosed | Capital markets and advisory experience . |
| BostonCoach (Fidelity subsidiary) | Senior management positions | Not disclosed | Operational leadership roles within a Fidelity subsidiary . |
External Roles
- None disclosed .
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 300,000 | 375,000 (+25.0%) |
| All Other Compensation ($) | 5,927 | 6,500 |
Notes:
- 2024 base salary adjustment reflected competitive benchmarking; target mid-market positioning after several years without increases .
- All Other Compensation includes life insurance and 401(k) matching; Nyce does not receive the automobile perquisite provided to the CEO and CFO .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|---|
| Management Incentive Compensation Plan (MIC) – 2024 | Adjusted EBITDA | 100% | 75% of base salary ($281,250) | 105.9% of target | 297,964 | Paid after year-end on achievement . |
| Performance-Based Restricted Stock (2022–2024 cycles) | Adjusted EBITDA (annual goals) | 50% of LTI mix | Annual EBITDA targets set each year | 2024 targets attained; 1/3 vested for each 2022/2023/2024 cycles | n/a | Vests one-third per year upon annual target attainment; determinations in March following fiscal year . |
| Time-Based Restricted Stock (2022–2024 grants) | Service | 50% of LTI mix | n/a | n/a | n/a | Vests ratably over three years from grant date (Feb-23-2022; Feb-23-2023; Feb-22-2024) . |
Governance notes:
- Equity awards are granted on a set annual schedule; Company does not coordinate grants around MNPI, and does not grant stock options in recent years .
- “Catch-up” vesting on performance shares eliminated for awards issued after Dec 31, 2023 (pre-2024 awards may retain catch-up provisions) .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Shares beneficially owned (total) | 176,409 (less than 1%) |
| Directly held common shares | 67,712 |
| Unvested restricted shares | 109,237 |
| Ownership as % of shares outstanding | ~0.56% = 176,409 / 31,592,807 |
| Options outstanding | None (Company not granting options in recent years) |
| Pledged or hedged shares | Prohibited by policy; exceptions only by Board approval |
| Stock ownership guidelines | Company annually reviews executive holdings; no numeric multiple disclosed |
Outstanding unvested equity at 12/31/2024 (market price $15.82):
| Grant Cohort | Unvested Shares | Market Value ($) |
|---|---|---|
| 2022 grant (time/perf mix) | 16,003 | 253,167 |
| 2023 grant (time/perf mix) | 37,938 | 600,179 |
| 2024 grant (time/perf mix) | 51,976 | 822,260 |
Vesting cadence:
- Time-based: ratable over 3 years from grant dates (Feb 23, 2022; Feb 23, 2023; Feb 22, 2024) .
- Performance-based: one-third vests annually if Adjusted EBITDA goals for 2024/2025/2026 are met; determinations occur in March following each fiscal year .
Employment Terms
| Term | Detail |
|---|---|
| Role and start | Joined LINC in 2020 as EVP & Chief Innovation Officer; became EVP & COO in 2025 . |
| Contract | Employment agreement dated Dec 13, 2022; current term through Dec 31, 2025 . |
| Severance (Involuntary Termination) | Lump sum = 1.5x (base salary + target bonus); plus prorated MIC award based on actual results; plus estimated employer share of healthcare premiums for up to 12 months . |
| Severance (Illustrative at 12/31/2024) | Cash: $984,375; Equity acceleration: $1,675,607; Benefits: $8,158; Total: $2,668,140 (valued at $15.82) . |
| Change-in-Control (CiC) | Agreement auto-extends 2 years from CiC date; all stock options and restricted stock immediately vest . |
| CiC payouts – tax gross-ups | None; 280G “cutback” provision applies to avoid excise tax . |
| Death/Disability | Target MIC award for year of termination plus full equity vesting . |
| Non-compete | During employment and two years thereafter; non-compete does not apply if terminated via Involuntary Termination . |
| Non-solicit & confidentiality | Non-solicit for one year; confidentiality of unlimited duration . |
| Clawback | Clawback policy applies to performance-based cash and equity . |
| Hedging/pledging | Prohibited by Code of Conduct (margin accounts, hedging, pledging) . |
| Retirement/deferral | 401(k) plan with employer match equal to 15% of employee salary deferrals up to 6% of pay period compensation; no SERP, no nonqualified deferred comp . |
| Perquisites | Standard benefits; no Company vehicle (benefit provided to CEO/CFO only) . |
Executive Compensation (Multi-Year)
| Year | Salary ($) | Stock Awards ($) | MIC Cash Bonus ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 300,000 | 350,000 | 222,000 | 5,927 | 877,927 |
| 2024 | 375,000 | 500,000 | 297,964 | 6,500 | 1,179,464 |
Compensation Structure Analysis
- Cash vs equity mix moved higher in both salary (+25%) and equity (from $350k to $500k), with MIC payout at 105.9% of target, maintaining pay-for-performance orientation as EBITDA improved .
- Equity design is 50% performance-based RS tied to annual Adjusted EBITDA and 50% time-based RS; options are not used, reducing risk of underwater option repricing; catch-up vesting eliminated for post-2023 awards (governance improvement) .
- No excise tax gross-ups on CiC; clawback policy in place; hedging/pledging prohibited, supporting shareholder alignment .
Compensation Peer Group
Adtalem Global Education; American Public Education; Coursera; Franklin Covey; Grand Canyon Education; Laureate Education; Perdoceo; Strategic Education; Universal Technical Institute; Udemy. Committee uses peers plus similar-sized firms given Lincoln’s smaller scale; 2024 changes aligned comp closer to market medians, advised by Grant Thornton Advisors LLC .
Say-on-Pay & Shareholder Feedback
Say-on-pay received approximately 93% support at the 2024 Annual Meeting; Board recommends continued approval for 2025 .
Risk Indicators & Red Flags
- Positive: No option grants; no 280G gross-ups; clawbacks; hedging/pledging prohibited; pre-set equity grant timing practices; no related-person transactions in 2024–2023 (aside from historical preferred equity context involving a director-affiliated fund) .
- Watch: Significant unvested equity ($1.68M at 12/31/2024) could create periodic supply as awards vest; monitor Form 4s around March performance determinations and February anniversary vests .
Investment Implications
- Alignment: Compensation is tightly linked to Adjusted EBITDA (100% of annual bonus and 50% of LTI), with robust governance (clawbacks, no hedging/pledging, no gross-ups), supporting shareholder alignment .
- Retention risk: Contract runs through 12/31/2025 with 1.5x salary+target bonus severance for Involuntary Termination; CiC features include automatic term extension and full equity acceleration, which reduces departure risk in strategic scenarios but increases deal-related equity overhang .
- Trading signals: Expect potential insider sales around vesting events given sizeable unvested awards; however, company policy restricts hedging/pledging and does not time grants around MNPI, which mitigates adverse optics .
- Execution track record: 2024 operating performance (revenue +16.4%, Adjusted EBITDA up sharply) and rising TSR underpin incentive payouts; continued EBITDA execution is the key lever for Nyce’s incentive realizations and investor alignment .