Felecia J. Pryor
LINCOLN EDUCATIONAL SERVICESAbout Felecia J. Pryor
Felecia J. Pryor (age 50) has served as an independent director of Lincoln Educational Services since 2021. She is Senior Vice President and Chief People Officer at John Deere, responsible for human resources, labor relations, brand marketing and communications, aviation, and security; previously EVP & CHRO at BorgWarner and 16+ years in HR leadership roles at Ford Motor Company across the U.S., Thailand, and China. She is a licensed Michigan attorney with a B.A. (Criminal Justice) from Valdosta State University, an M.P.A. from Florida Atlantic University, and a J.D. from Western Michigan University Thomas M. Cooley Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| John Deere | SVP & Chief People Officer | Not disclosed | Oversees HR, labor relations, brand marketing & communications, aviation, security |
| BorgWarner | EVP & Chief Human Resource Officer | Not disclosed | Global remit across compensation/benefits, talent, labor, employment, ESG, internal communications |
| Ford Motor Company | Various HR leadership roles; VP HR for Ford ASEAN; HR Director Ford Asia Pacific | 16+ years | Labor relations, corporate HR; international assignments in Thailand and China |
External Roles
No other public company directorships disclosed; current role is operating executive at John Deere (not a board role) .
Board Governance
- Independence: The Board determined all directors other than the CEO are independent; Pryor is independent .
- Committee roles: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Attendance: In 2024, the Board met 6 times; all directors attended all Board and committee meetings on which they served, except one N&CG meeting missed by Mr. Burke (implying full attendance by Pryor) .
- Committee activity: Audit (4 meetings), N&CG (4), Compensation (4) in 2024 .
- Board leadership: Separate Non‑Executive Chair and CEO roles; executive sessions of non‑employee directors led by the Non‑Executive Chair .
- Risk oversight: Compensation Committee oversees incentive design and risk, including clawback policies; Audit handles financial/cyber; N&CG handles independence/conflicts .
Committee Assignments
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Compensation | Chair | 4 |
| Nominating & Corporate Governance | Member | 4 |
Fixed Compensation (Director)
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $55,000 | Standard director retainer |
| Committee fees – N&CG | $6,000 | Member fee |
| Committee fees – Compensation | $8,000 | Reflected as paid in 2024 |
| Equity grant (restricted stock) | $60,000 | Granted May 2, 2024; 5,343 shares; vests in full May 2, 2025 |
| Total | $129,000 | Sum of cash and equity |
Reference structure: FY2024 standard board compensation included $55,000 cash retainer, $60,000 annual RS grant for members (Chair $105,000), and committee chair/member fees (Audit Chair $15k; N&CG Chair $10k; Comp Chair $10k; Audit member $8k; N&CG member $6k; Comp member $6k). Actual paid amounts may be prorated based on service changes during the year .
Performance Compensation (Oversight as Comp Chair; not director pay)
| Plan/Component | Metric(s) | Target design | 2024 Outcome | Notes |
|---|---|---|---|---|
| MIC Plan (annual cash bonus for NEOs) | Adjusted EBITDA | CEO target 100% of salary; CFO/COO 75%; max 200% | Payout at 105.9% of target | Committee retains discretion but none used in 2024 |
| Performance-based RS (NEO LTI) | Adjusted EBITDA per year of 3-year cycle | 50% of exec equity mix is performance-based | 2024 target attained; one‑third of each of 2022/2023/2024 cycles vested | Time‑based RS is other 50% of mix |
| Clawback | Recovery of performance-based cash and equity | Policy in place | In force | Disclosed in pay governance practices |
Say‑on‑Pay shareholder support (context for compensation oversight):
- 2024 vote: ~93% approval .
- 2025 vote: For 21,638,935; Against 1,264,293; Abstain 228,087; indicating strong support .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no LINC executive served on another entity’s comp committee where a reciprocal interlock existed; Comp Committee members were not LINC officers or employees .
- Related-party exposure: Company reports no related person transactions in 2024–2023; note regarding a director (Bartholdson) and prior preferred stock history; no mention of Pryor in related person items .
Expertise & Qualifications
- Licensed Michigan attorney; J.D. (Western Michigan University Thomas M. Cooley Law School); M.P.A. (Florida Atlantic University); B.A. in Criminal Justice (Valdosta State University) .
- Board Skills Matrix: Senior Officer (✓), Industry Experience (✓), Business Development/M&A (✓), Independent (✓). Not designated for Financial Acumen or prior Board experience in the matrix .
- Global HR leadership across automotive and heavy equipment sectors (Ford, BorgWarner, John Deere) .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (total shares) | 31,090 shares (less than 1% of outstanding) |
| Directly held | 25,747 shares |
| Unvested restricted stock | 5,343 shares (May 2, 2024 grant; vests May 2, 2025) |
| Hedging/Pledging | Prohibited under the Company’s Code of Conduct (Board may grant exceptions; none disclosed) |
Shares outstanding at record date for the 2025 meeting: 31,592,807 .
Governance Assessment
- Strengths: Independent director with full attendance and active leadership as Compensation Chair; governance‑aligned pay practices (clawback, capped bonus, performance‑based LTI) with strong shareholder support on Say‑on‑Pay; no related‑party transactions involving Pryor disclosed; anti‑hedging/pledging policy supports alignment .
- Potential watch items: Pryor is a senior executive at John Deere, a large employer in heavy equipment where Lincoln trains technicians; while no related‑party dealings are disclosed, investors may monitor for any future partnerships that could require Audit Committee review under the related‑party policy .
- Board effectiveness signals: Separate Chair/CEO roles with executive sessions; clear committee charters and active cadence; skills matrix indicates HR/industry/M&A expertise useful for human capital and incentive oversight .
Appendix: Director Compensation (Framework) and Annual Equity Grant Details
- Standard annual non‑employee director grants: $60,000 in restricted stock for directors; $105,000 for the Chair; May 2, 2024 grants: 5,343 shares per director at $11.23 per share; vest in full after one year (May 2, 2025). Pryor received 5,343 shares in 2024 .
- 2024 Director compensation totals: Pryor $129,000 (cash retainers/committee fees plus $60,000 stock), consistent with disclosed table .