Gina Zaffino
LINCOLN EDUCATIONAL SERVICESAbout Gina Zaffino
Senior Vice President of Education at Lincoln Educational Services (LINC), with approximately 4 years of tenure (“SVP Education (4)” in management disclosures) . Academic credentials include a Ph.D. in Human Development (Marywood University), MBA and BS (Southern Connecticut State University) . Company performance during her tenure has strengthened: FY 2024 revenue rose 16.4% to $440.1M, adjusted EBITDA increased to $42.3M (vs. $26.5M in 2023), and net income was $9.9M; management highlights strong execution and liquidity . Shareholder value improved over 2022–2024 (proxy TSR index $100 → $212), indicating positive pay-versus-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lincoln Educational Services | Director of Distance Education & Student Engagement | 2021–2022 | Led online delivery and student engagement initiatives |
| Lincoln Educational Services | Associate Vice President of Academic Delivery | 2022–2025 | Oversaw academic delivery operations prior to SVP role |
| Jack Welch Management Institute | Associate Professor & Content Contributor | 2017–2021 | Graduate business education and content development |
| Strayer University | Dean of Undergraduate Business School | 2014–2016 | Academic leadership and program oversight |
External Roles
No public company directorships or external board roles disclosed in company filings for Zaffino. She has held academic roles outside LINC (Jack Welch Management Institute; Strayer University) .
Fixed Compensation
- Base salary, target bonus %, and actual bonus for Gina Zaffino are not disclosed in proxy tables (NEO coverage limited to CEO/CFO/COO) .
- Company policy context: pay-for-performance philosophy targeting market/50th percentile, capped annual incentive payouts at 200% of target, clawbacks, and no excise tax gross-ups .
Performance Compensation
Company programs (apply to “certain members of management, including NEOs”; individual grants for Zaffino are not disclosed):
- Annual MIC Plan: cash incentive tied 100% to adjusted EBITDA; in FY 2024, NEOs earned 105.9% of target (company exceeded EBITDA goal) .
- Long-Term Incentives (LTIP): mix of time-based and performance-based restricted stock; 50% time-based vest ratably over 3 years; 50% performance-based vest contingent on annual adjusted EBITDA targets across a 3-year cycle .
- 2025 awards introduced scaled vesting curves (e.g., vesting begins at 25% for 80% of EBITDA target achieved; up to 200% vesting at ≥120% achievement for one grant design; and a separate grant tied to FY 2027 EBITDA with a 90% threshold) .
| Metric/Award | Weighting | Target | Actual/Payout | Vesting Mechanics | Determination Timing |
|---|---|---|---|---|---|
| MIC Plan – Adjusted EBITDA (Cash) | 100% | EBITDA target (undisclosed) | 105.9% of target (FY 2024) | N/A (cash bonus) | Annual; paid following year |
| LTIP – Time-Based RS | 50% of RS awards | Service | N/A | Vests ratably over 3 years | Annual grant; vesting each year |
| LTIP – Performance RS | 50% of RS awards | Adjusted EBITDA | One-third vests if annual target attained | Three-year cycles (e.g., 2023–2025; 2024–2026) | Target attainment assessed each March |
| 2025 Performance RS (scaled) | N/A | Adjusted EBITDA (prior year or FY 2027) | 25%–200% vesting scale (thresholds 80% or 90%, depending grant) | Linear vesting scale tied to % of target achieved | Annual assessment per grant |
Equity Ownership & Alignment
- Beneficial ownership for Zaffino is not itemized in the 2025 proxy’s management ownership table; NEO and directors are listed, but Zaffino is not among them .
- Pledging/hedging: the Company’s Code of Conduct prohibits directors, executive officers, and senior management from hedging or pledging Company securities; exceptions only by Board approval .
- Company reviews executive stock holdings annually to ensure alignment with competitive standards and shareholder interests .
- Equity program: LTIP provides only restricted stock (no options granted in recent years), supporting alignment while limiting leverage and repricing risks .
Employment Terms
- No individual employment agreement, severance multiple, or change-of-control (CoC) terms disclosed for Gina Zaffino.
- Context: NEO agreements provide Involuntary Termination severance (1.5x–2.0x salary+target bonus depending on role), automatic 2-year term extension upon CoC, and full vesting of equity on CoC/death/disability; no 280G tax gross-ups (payments may be reduced to avoid excise taxes) .
Company Performance During Zaffino’s Tenure
| Metric | FY 2023 | FY 2024 | 9M 2025 |
|---|---|---|---|
| Revenue ($USD Millions) | $378.1 (implied: $440.1 – $62.0 increase) | $440.1 | $375.4 |
| Adjusted EBITDA ($USD Millions) | $26.5 | $42.3 | $38.1 (9M) |
| Net Income ($USD Millions) | $26.0 | $9.9 | $7.3 (9M) |
| TSR ($100 base, period end) | $89 (2022) | $154 (2023) | $212 (2024) |
- Execution highlights: student starts rose 15.2% in FY 2024; East Point campus opened (outperforming initial projections), Houston new campus (2025), relocations in Nashville and Levittown; strong cash/liquidity position and no debt at 2024 year-end .
- Operating updates: healthcare programs being restructured to improve profitability (transition to Lincoln 10.0 blended format; pursuit of degree-granting status in multiple states), suggesting lagging segments targeted for turnaround .
Compensation Governance, Peer Benchmarking, and Say-on-Pay
- Governance practices: pay-for-performance, independent consultant (Grant Thornton), clawbacks, capped incentives, and no special retirement programs/perquisites beyond standard benefits .
- Peer group used for benchmarking (comp committee review): Adtalem, American Public Education, Coursera, Franklin Covey, Grand Canyon Education, Laureate, Perdoceo, Strategic Education, Universal Technical Institute, Udemy .
- Say-on-pay support: ~93% approval at 2024 Annual Meeting ; 2025 vote passed (details in 8-K) .
Investment Implications
- Alignment: Zaffino’s remit (education quality and delivery) sits directly against performance levers tied to pay (adjusted EBITDA) via MIC Plan and performance-based RS—programs explicitly link vesting/payouts to annual EBITDA outcomes .
- Selling pressure: Company prohibits executive hedging/pledging, reducing forced-sale risk and adverse alignment signals .
- Retention risk: While NEOs have formal severance/CoC protections, Zaffino’s specific contractual protections are undisclosed; equity-based incentives for “certain management” may provide retention through multi-year vesting .
- Execution risk: Management cites healthcare segment profitability constraints and restructuring timeline (2026–2027) ; sustained EBITDA-linked compensation could motivate delivery on these operational milestones.
- Governance comfort: Strong say-on-pay support and use of an independent consultant lower compensation inflation risk; no options or repricing reduces asymmetric risk-taking .
Notes and gaps: Gina Zaffino’s individual compensation details (base pay, target bonus, grant sizes, vesting schedules), Form 4 insider activity, and employment/severance terms are not disclosed in the latest proxy/SEC filings reviewed. Consider direct Form 4 database checks and HR policy documents for executive ownership guideline compliance and specific award history.