John A. Bartholdson
LINCOLN EDUCATIONAL SERVICESAbout John A. Bartholdson
John A. Bartholdson (age 54 as of March 20, 2025) is Non‑Executive Chair of Lincoln Educational Services’ Board, appointed to the Board in 2019 and named Chair on May 2, 2024. He is co‑founder and partner of Juniper Investment Company, serves on the board of Bioventus, Inc. as Compensation Committee Chair, and is Chair of privately held Theragenics Corporation; previously, he served on Obagi Medical Products’ board. He holds a B.A. from Duke University and an M.B.A. from Stanford Graduate School of Business, with deep transactional expertise, governance experience, financial acumen, and independence as affirmed by the Board’s skills matrix.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stonington Partners, Inc. | Partner | 1997–2011 | Private equity investing; transactional and governance experience leveraged on LINC board |
| Obagi Medical Products, Inc. | Director | Prior (dates not disclosed) | Public company board experience |
External Roles
| Organization | Ticker | Role | Committees/Impact | Status |
|---|---|---|---|---|
| Bioventus, Inc. | BVS | Director | Chairperson, Compensation Committee | Current |
| Theragenics Corporation | Private | Chair, Board of Directors | Governance leadership | Current |
Board Governance
- Current role: Non‑Executive Chair since May 2, 2024; stepped down from all committee assignments upon appointment.
- Prior LINC committee roles: Chair, Nominating & Corporate Governance; member, Audit; member, Compensation.
- Independence: Board determined independence for all directors other than the CEO; Bartholdson is marked independent in the skills matrix.
- Attendance: Directors attended all Board and committee meetings in FY2023; in FY2022, all directors attended all meetings except two individuals (not Bartholdson) who missed one.
- Committee structure and meetings: 2024 committee meetings—Audit 4, Nominating & Governance 4, Compensation 4; Audit Chair: Kevin M. Carney; Governance Chair: Michael A. Plater; Compensation Chair: Felecia J. Pryor.
| Committee Assignment | FY 2023 | FY 2024 (post May 2, 2024) |
|---|---|---|
| Non‑Executive Chair | — | Yes |
| Nominating & Corporate Governance (Chair) | Yes | No (stepped down) |
| Audit Committee (Member) | Yes | No (stepped down) |
| Compensation Committee (Member) | Yes | No (stepped down) |
| Meetings | FY 2022 | FY 2023 |
|---|---|---|
| Board of Directors (count) | 9 | 5 |
| Board Attendance (Bartholdson) | 100% (no absence noted) | 100% (all directors attended) |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual Retainer ($) | — | 75,000 |
| Audit Committee Fees ($) | — | 4,000 |
| Nominating & Governance Committee Fees ($) | — | 5,000 |
| Compensation Committee Fees ($) | — | 3,000 |
| Stock Awards ($) | 60,000 | 105,000 |
| Total ($) | 139,000 | 192,000 |
Board compensation structure (for context): non‑employee directors—cash retainer $55,000; Chair additional cash retainer $40,000; equity grant $60,000; Chair equity grant $45,000; committee chair/member fees—Audit $15,000/$8,000; Nominating & Governance $10,000/$6,000; Compensation $10,000/$6,000.
Performance Compensation
| Grant Detail | FY 2023 | FY 2024 |
|---|---|---|
| Grant Date | May 5, 2023 | May 2, 2024 |
| Shares Granted | 10,471 | 9,350 |
| Fair Value ($) | 60,000 | 105,000 |
| Vesting Date | May 5, 2024 | May 2, 2025 |
| Per‑Share FMV ($) at Grant | 5.73 | 11.23 |
No director performance metrics (TSR, EBITDA, ESG) are tied to these awards; grants are time‑based restricted stock pursuant to the 2020 LTIP.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation Committee Interlocks | LINC disclosure notes no interlocks, except Bartholdson’s interest in shares beneficially owned by Juniper funds while serving on LINC’s Compensation Committee in prior periods. |
| Current Majority Independence | All committee members are independent per NASDAQ standards. |
Expertise & Qualifications
- Governance/Board experience, Financial acumen, and Business development/M&A experience; marked Independent in the Board skills matrix.
- CEO/Senior Officer experience (private equity leadership) supporting strategic oversight.
- Academic credentials: BA Duke, MBA Stanford, with many years overseeing investments across industries.
Equity Ownership
| Beneficial Ownership | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Shares Beneficially Owned | 5,664,556 | 3,513,499 | 2,566,626 |
| Percent of Outstanding | 18.0% | 11.2% | 8.1% |
FY 2024 ownership breakdown:
| Component | Shares |
|---|---|
| Direct Common (Bartholdson) | 183,494 |
| Restricted Common | 10,471 |
| Juniper Targeted Opportunities Fund, L.P. | 956,223 |
| Juniper Fund, L.P. | 2,363,311 |
| Total | 3,513,499 |
Policy on pledging/hedging: Company Code of Conduct prohibits directors/officers from pledging or hedging Company stock (exceptions require Board approval); no pledging by Bartholdson is disclosed.
Insider Trades
| Filing Date | Entity/Insider | Action | Shares | Notes |
|---|---|---|---|---|
| Mar 12, 2025 | John A. Bartholdson (Form 4) | Disposition by Juniper Targeted Opportunities | Part of 150,000 total | Subsequent Form 4 filings indicate Juniper Targeted Opportunities sold all 150,000 shares by Mar 17, 2025. |
| Mar 17, 2025 | John A. Bartholdson (Form 4) | Disposition by Juniper Targeted Opportunities | Part of 150,000 total | Aggregate sale of all 150,000 shares reported across two Forms 4. |
Governance Assessment
- Board effectiveness: Transition to independent Chair with Bartholdson stepping off all committees enhances oversight separation; committees led by independent chairs with regular meeting cadence (Audit/Governance/Compensation each held 4 meetings in 2024).
- Engagement: 100% attendance in FY2023 and strong participation at the 2025 Annual Meeting (he chaired the meeting).
- Investor confidence: 2025 election support was strong (23,028,488 votes for; 102,827 withheld) and say‑on‑pay passed comfortably.
- Ownership alignment: Significant skin‑in‑the‑game with 8.1% beneficial ownership in 2025, though concentration decreased from 18.0% in 2023 as Juniper funds reduced positions. Policy prohibits hedging/pledging.
- Related‑party risk: No related‑person transactions in 2023–2024; historical affiliation with Juniper’s Series A preferred (converted to common in Q4’22) and registration rights remains a potential conflict to monitor given Juniper’s ongoing significant ownership and Bartholdson’s roles at Juniper.
- Compensation: As Chair, compensation leans more toward equity (FY2024 stock $105k vs cash/fees $87k), encouraging alignment; awards are time‑based without performance metrics, consistent with many small‑cap director pay practices.
RED FLAGS
- Significant shareholder affiliation: Bartholdson is managing member at Juniper Investment Company, which holds a sizeable stake and has registration rights; he previously served on LINC’s Compensation Committee while having Juniper interests—monitor for potential conflicts and continued robust recusal practices.
- Concentrated influence: As Chair and major holder, governance best practice demands transparent handling of strategic actions (buybacks, capital raises, M&A) to avoid perceived conflicts. Strong shareholder support in 2025 mitigates immediate concern.
Other Directorships & Interlocks
| Company | Role | Committee | Interlock/Notes |
|---|---|---|---|
| Bioventus, Inc. | Director | Compensation Committee Chair | External public board; compensation oversight experience informs LINC governance. |
| Theragenics Corporation | Chair | — | Private company governance leadership. |
| Obagi Medical Products, Inc. | Director (prior) | — | Prior public board experience. |
Director Compensation (Structure context)
| Element | Non‑Employee Director | Non‑Executive Chair | Audit (Chair/Member) | Nominating & Governance (Chair/Member) | Compensation (Chair/Member) |
|---|---|---|---|---|---|
| Cash Retainer ($) | 55,000 | +40,000 | 15,000 / 8,000 | 10,000 / 6,000 | 10,000 / 6,000 |
| Restricted Stock ($) | 60,000 (annual grant) | 105,000 (annual grant) | — | — | — |
Say‑on‑Pay & Shareholder Feedback
| Item | FY 2025 Result |
|---|---|
| Say‑on‑Pay | For: 21,638,935; Against: 1,264,293; Abstain: 228,087; Broker non‑vote: 4,328,840 |
| Director Elections | Bartholdson: For 23,028,488; Withheld 102,827; Broker non‑vote 4,328,840 |
Equity Ownership & Alignment Policies
- Insider trading/hedging/pledging prohibition in Code of Conduct; waivers require Board approval and would be disclosed.
Notes on Committee Process and Independence
- Compensation Committee authority to retain independent consultants; members determined to be independent under NASDAQ rules and Sarbanes‑Oxley.