James J. Burke, Jr.
LINCOLN EDUCATIONAL SERVICESAbout James J. Burke, Jr.
Independent director of Lincoln Educational Services since 1999 (age 73 as of March 20, 2025), with a private equity background as founder of JJB Capital Partners, co‑founder/partner/director at Stonington Partners, and co‑founder/President & CEO of Merrill Lynch Capital Partners; B.A. from Brown University and M.B.A. with Distinction from Harvard Business School; brings extensive financial acumen and M&A experience to the Board . The Board has determined he is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JJB Capital Partners LLC (formerly J. Burke Capital Partners) | Founder; Managing Member | 2007–2024 | Private investment firm leadership; sourcing and analyzing investments |
| Stonington Partners, Inc. | Co‑founder, Partner, Director | 1994–2007 | Private equity fund leadership; managerial/operational/financial oversight |
| Merrill Lynch Capital Partners, Inc. | Co‑founder; President & CEO | 1987–1999 | Led private equity fund; extensive investment execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various privately‑owned companies | Director | Ongoing (not individually specified) | Board service across private companies |
| Several non‑profit organizations | Director | Ongoing (not individually specified) | Non‑profit governance experience |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member (not chair) .
- Independence: Board determined Burke is independent; all members of Audit, Nominating & Corporate Governance, and Compensation Committees are independent .
- Attendance and engagement (FY2024): Attended all Board and committee meetings except one Nominating & Corporate Governance Committee meeting (NCGC held 4 meetings → 75% NCGC attendance); attended the 2024 Annual Meeting .
- Board leadership: Roles of Chair and CEO are separate; Non‑Executive Chair coordinates executive sessions generally held with each regular Board meeting .
- Skills and expertise (Board Skills Matrix): CEO/Senior Officer experience; industry experience; governance board experience; financial acumen; business development/M&A; independent .
Fixed Compensation (Director)
| Element (FY2024) | Amount (USD) |
|---|---|
| Annual cash retainer | $55,000 |
| Nominating & Corporate Governance Committee fee | $6,000 |
| Compensation Committee fee | $8,000 |
| Total cash | $69,000 |
Performance Compensation (Director)
| Grant Date | Instrument | Shares | Grant Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| May 2, 2024 | Time‑based Restricted Stock | 5,343 | $60,000 | Vests in full on May 2, 2025 (FMV per share $11.23 at grant) |
- Annual director equity program: Non‑employee directors typically receive restricted stock valued at $60,000 each year, time‑based only (no performance metrics) .
- Compensation setting: Governance Committee approves Board compensation; uses restricted stock and cash retainers with committee chair/member fees .
Other Directorships & Interlocks
| Relationship | Nature | Governance Relevance |
|---|---|---|
| Prior affiliation with CEO | Burke’s past roles at Stonington Partners and Merrill Lynch Capital Partners overlap with CEO Scott Shaw’s prior tenure at those firms (Shaw: Stonington partner; Merrill Lynch Capital Partners consultant) | Historical professional ties may influence information flow; not a related‑party transaction per disclosures . |
| Compensation Committee interlocks | None disclosed (no LINC executive officers serving on external committees with reciprocal roles) | Reduces risk of compensation interlocks/conflicts . |
Expertise & Qualifications
- Education: B.A., Brown University; M.B.A. with Distinction, Harvard Business School .
- Technical/functional expertise: Financial acumen, private equity investing since 1981, sourcing/analyzing investments, managerial/operational/financial oversight .
- Board qualifications: Governance experience and M&A/business development capabilities recognized in Skills Matrix .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | Breakdown | Ownership as % of Outstanding |
|---|---|---|---|
| James J. Burke, Jr. | 94,014 | 88,671 Common; 5,343 Restricted Stock | Less than 1% (of 31,592,807 shares outstanding) |
- Insider trading and pledging: Code of Conduct prohibits hedging and pledging of company securities; exceptions only via Board approval; no pledging disclosed for Burke .
- Section 16 compliance: Company disclosed directors complied with Section 16 filing requirements in FY2024 .
Governance Assessment
- Strengths: Long tenure brings deep institutional knowledge (director since 1999) and strong financial/M&A expertise; independent status; active service on key governance and compensation committees; robust director equity alignment through annual restricted stock grants; strong say‑on‑pay result (93% approval in 2024) signaling shareholder support for compensation governance .
- Watch items and potential RED FLAGS:
- Long tenure (≈26 years) can raise entrenchment concerns for some investors despite independence .
- Historical professional ties with the CEO (Stonington Partners and Merrill Lynch Capital Partners) represent a governance interlock that merits monitoring for independence in oversight .
- One NCGC meeting absence in 2024 (NCGC met 4 times), though overall Board/committee attendance otherwise reported as full .
- Conflicts/related‑party exposure: No related person transactions involving Burke disclosed for 2023–2024; Audit Committee reviews and approves related person transactions; Juniper/Series A Preferred transaction noted historically relates to another director, not Burke .
Overall, Burke’s deep financial background and independent status support Board effectiveness, with monitoring advisable around tenure‑related independence perceptions and historical professional interlocks with the CEO .