David Shaw
LINCOLN EDUCATIONAL SERVICESAbout David Shaw
No LINC filings identify a “David Shaw”; Lincoln Educational Services’ CEO and director is Scott M. Shaw (age 62), serving since 2001 with prior roles including President & COO, EVP & CAO, and SVP of Strategy; education: B.A. Duke University, M.B.A. Wharton . Under Shaw, 2024 revenue rose 16.4% to $440.1M and adjusted EBITDA rose to $42.3M from $26.5M in 2023, with strong student start growth and liquidity (nearly $60M cash, no debt) . Pay-versus-performance shows cumulative TSR value for an initial $100 investment of $212 in 2024, from $154 in 2023 and $89 in 2022, alongside 2024 net income of $9.9M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stonington Partners, Inc. | Partner | Since 1994 (end date not disclosed) | Identified/evaluated acquisitions; board oversight; strategic planning, refinancing, and exit execution |
| Merrill Lynch Capital Partners, Inc. | Consultant | 1994–2000 | Assisted with investment evaluation; strategic advisory to PE affiliate of Merrill Lynch |
| Lincoln Educational Services | President & COO; EVP & CAO; SVP Strategy | Not disclosed | Operational leadership; strategic planning; growth initiatives prior to CEO appointment |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lincoln Educational Services | Director | 2001–2006; since 2015 | Board oversight; industry insights; leadership continuity |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 500,000 | 650,000 (30% increase) | |
| Target Bonus (% of Salary) | 100% | 100% | |
| Actual MIC Bonus ($) | 740,000 | 688,629 (105.9% of target) | |
| Stock Awards Grant-Date Fair Value ($) | 1,200,000 | 1,200,000 | |
| Perquisites ($) | 18,683 (vehicle, life insurance, 401k match) | 19,016 (vehicle: $7,823; life insurance: $7,742; 401k match: $3,450) |
Performance Compensation
Annual Incentive (MIC Plan)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted EBITDA (Company) | 100% | Not disclosed | Target exceeded | 105.9% of target ($688,629) | Cash bonus paid post-year-end |
Long-Term Equity Incentives
| Award Type | Grant Dates | Structure | Vesting/Performance Conditions | 2024 Status |
|---|---|---|---|---|
| Time-Based Restricted Stock | 2/23/2023; 2/22/2024 | 50% of annual restricted stock mix | Vests ratably over 3 years | Ongoing ratable vesting |
| Performance-Based Restricted Stock | 2/23/2023; 2/22/2024 | 50% of annual restricted stock mix | Annual adjusted EBITDA targets for each of 3 years; committee discretion; catch-up eliminated for awards after 12/31/2023 | FY2024 target attained; one-third vested for cycles started in 2022, 2023, 2024 |
Outstanding Unvested Equity at 12/31/2024 (Scott M. Shaw)
| Grant Cohort | Unvested Shares | Market Value ($) | Notes |
|---|---|---|---|
| 2022 Award | 50,294 | 795,651 | 50% time-based / 50% performance-based; $15.82 close price |
| 2023 Award | 130,070 | 2,057,707 | 50% time-based / 50% performance-based |
| 2024 Award | 124,740 | 1,973,387 | 50% time-based / 50% performance-based |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,096,973 shares (3.5% of outstanding) |
| Composition | 826,419 common shares + 270,554 restricted shares |
| Ownership Guidelines | Company reviews executive stock holdings annually; specific multiples not disclosed |
| Hedging/Pledging | Prohibited for directors/executive officers; exceptions only by Board approval (none disclosed) |
| Options | Company does not grant options currently; no option awards in 2024 |
Employment Terms
- Contract term: Employment agreement dated December 13, 2022; employment as President & CEO through December 31, 2025 .
- Severance (Involuntary Termination): Lump sum equal to 2×(current base salary + target annual bonus); plus prorated MIC award; employer portion of healthcare premiums for up to one year; example value at FY2024: $2.6M cash, total incl. equity and benefits $7.45M .
- Change-in-Control: Automatic 2-year employment extension; single-trigger full vesting of restricted stock and any stock options (no tax gross-ups; 280G cutback to 3× “base amount” minus $1 if applicable) .
- Death/Disability: Prorated MIC at target; full vesting of equity; example total $5.48M at FY2024 values .
- Restrictive covenants: Non-compete during employment and 2 years post-termination (waived if involuntary termination); non-solicit for 1 year; confidentiality indefinite .
- Clawback: Company maintains clawback policies for performance-based cash and equity compensation .
Company Performance Context (for Pay-for-Performance)
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($000s) | 378,070 | 440,064 |
| Adjusted EBITDA ($000s) | 26,500 | 42,312 |
| Net Income ($000s) | 25,997 | 9,891 |
| TSR – Value of $100 Investment | 154 | 212 |
- 2024 highlights: student starts +15.2%, quarter-end student population +14.1%, nearly $60M cash and ~$100M liquidity, no debt .
Governance, Shareholder Feedback, and Peer Benchmarking
- Say-on-Pay: Approval ~93% at 2024 Annual Meeting; Board considers shareholder views .
- Compensation Committee: Pryor (Chair), Burke, Rose, Young; independent directors .
- Compensation Philosophy: Pay-for-performance emphasis; annual bonus cap 200% of target; independent consultant (Grant Thornton) used in 2024; eliminated catch-up vesting for new performance awards starting FY2024 .
- Compensation Peer Group (2024 review): Adtalem, Laureate, American Public Education, Perdoceo, Coursera, Strategic Education, Franklin Covey, Universal Technical Institute, Grand Canyon Education, Udemy .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited for executives; Board may grant exceptions (none disclosed) .
- Golden parachutes: No excise tax gross-ups; 280G cutback provision .
- Option repricing: Company does not grant options currently; no option-like awards .
- Related party transactions: None in 2023–2024; prior preferred stock investors’ rights noted; Series A converted in late 2022 .
- Insider trading policy: Formalized; Section 16(a) compliance indicated .
Investment Implications
- Strong pay-performance alignment: Annual bonus fully tied to adjusted EBITDA, and PSUs vest against multi-year adjusted EBITDA targets; 2024 overachievement drove payout at 105.9% of target, supporting near-term earnings focus .
- Alignment via ownership: CEO beneficially owns ~3.5% of outstanding shares, including substantial unvested equity; hedging/pledging prohibited—positive for alignment and lower forced-selling risk .
- Retention and change-of-control: Severance multiples are market-typical; single-trigger accelerated vesting on CIC can increase transaction-related turnover risk but also raises management’s incentive to support shareholder-friendly deals without gross-ups .
- Execution track record: Multi-year TSR improvement (2022–2024) aligns with revenue and adjusted EBITDA growth, campus expansion, and liquidity strength; however, 2024 GAAP net income fell versus 2023 due to one-time items (sale/transition costs and expansion expenses), suggesting investors should monitor adjusted vs GAAP trends and capital returns from new campuses .
Note: Lincoln’s filings identify Scott M. Shaw as CEO and executive officer; no filings reference a “David Shaw.” The analysis above pertains to Scott M. Shaw, consistent with LINC disclosures .