Kevin M. Carney
LINCOLN EDUCATIONAL SERVICESAbout Kevin M. Carney
Kevin M. Carney (age 61 as of Mar 20, 2025) is an independent director of Lincoln Educational Services (LINC) serving since 2020. He is the Audit Committee Chair and is designated by the Board as an “audit committee financial expert,” reflecting deep finance and accounting expertise from senior roles at Web.com, The Carlyle Group, and Arthur Andersen. He holds a B.S. in Accounting and Finance from Boston College and is a retired CPA. The Board classifies him as independent under NASDAQ rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Web.com Group, Inc. (NASDAQ, formerly) | EVP & Chief Financial Officer; founding management team member | 1998–2018 | Led finance through scaling and public-company operations |
| The Carlyle Group & Carlyle International | Director of Finance; Chief Financial Officer (respectively) | 1990–1994 | Institutional finance leadership |
| Manor Care, Inc. (NYSE, formerly) | Director of Mergers & Acquisitions | Not disclosed | Corporate development/M&A execution |
| Arthur Andersen & Co. | Auditor (CPA) | Not disclosed | Public accounting, audit rigor |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | The LINC proxy does not disclose any current public-company directorships beyond LINC for Mr. Carney. |
Board Governance
- Current LINC roles: Audit Committee Chair; member of the Board; designated “audit committee financial expert.”
- Independence: Board determined all directors other than the CEO are independent; Carney is independent.
- Attendance: In FY2024 the Board met six times; “each of the directors attended all” Board and committee meetings on which they served, except one director missed a single NCG meeting (not Carney). Carney had full attendance.
- Board leadership: CEO and Non-Executive Chair roles are separated; independent oversight maintained.
- Shareholder support: Carney was re-elected with 23,028,513 votes “For” vs 102,802 “Withheld” at the 2025 AGM; in 2024 he received 21,420,619 “For” vs 211,274 “Withheld.”
Fixed Compensation
Director cash retainers and equity grants (Carney):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned (Cash) ($) | 70,000 | 70,000 (55,000 annual retainer + 15,000 Audit Chair fee) |
| Stock Awards ($) | 60,000 | 60,000 |
| Total ($) | 130,000 | 130,000 |
2024 cash fee breakdown for Carney:
- Annual Retainer: $55,000; Audit Committee Chair: $15,000; no fees for Nominating & Corporate Governance or Compensation Committees (not a member).
- Board-wide compensation structure confirms $55,000 cash retainer and $60,000 annual restricted stock grant for directors; Audit Chair receives an additional $15,000.
Performance Compensation
Annual director equity awards (time-based RS, not options):
| Grant Year | Grant Date | Shares Granted | Fair Value | Vesting |
|---|---|---|---|---|
| 2023 | May 5, 2023 | 10,471 | $60,000 | Vests in full on May 5, 2024 |
| 2024 | May 2, 2024 | 5,343 | $60,000 | Vests in full on May 2, 2025 |
Notes:
- Non-employee directors receive annual restricted stock awards; the Non-Executive Chair receives a larger grant.
- Company states it does not grant stock options to directors and prohibits option backdating/spring-loading.
Other Directorships & Interlocks
- No current public-company directorships for Mr. Carney are disclosed in LINC’s 2024–2025 proxies.
- Related-party transactions: Company disclosed none in 2023–2024; a historical Juniper-related disclosure pertains to another director (Bartholdson), not Carney.
Expertise & Qualifications
- Finance and accounting: Former public-company CFO; designated audit committee financial expert.
- Capital markets/M&A: Prior roles include Carlyle finance leadership and M&A at Manor Care.
- Education/credentials: B.S. in Accounting & Finance (Boston College); retired CPA; former Arthur Andersen auditor.
Equity Ownership
Mr. Carney’s beneficial ownership in LINC common stock:
| Metric | As of Mar 14, 2024 | As of Mar 20, 2025 |
|---|---|---|
| Common Shares Owned (direct) | 30,479 | 40,950 |
| Restricted Stock Included | 10,471 | 5,343 |
| Total Beneficially Owned Shares | 40,950 | 46,293 |
| Percent of Class | <1% | <1% |
Additional alignment considerations:
- Directors received 5,343 RS on May 2, 2024, vesting May 2, 2025, which are included in beneficial ownership.
- Code of Conduct prohibits directors and senior management from hedging or pledging Company securities or holding them in margin accounts (Board may grant exceptions only in limited circumstances).
Governance Assessment
- Strengths: Independent Audit Chair with designated financial expert status; full meeting attendance; clear prohibition on hedging/pledging; no related-party transactions involving Carney; consistent equity-based director pay that promotes alignment.
- Shareholder confidence signals: Strong re-election margins for Carney in 2024 and 2025; company say-on-pay received broad support (2025 vote 21,638,935 For vs 1,264,293 Against; 2024 vote 19,875,738 For vs 1,438,503 Against). While say-on-pay pertains to executives, it reflects broader governance sentiment.
- Potential risks/red flags: None observed specific to Carney—no attendance issues, no disclosed related-party transactions, no option repricing or tax gross-ups in director program.
Implications: Carney’s finance depth and audit chair role are positives for oversight quality; equity grants plus hedging/pledging prohibitions support alignment. Limited disclosed external board roles reduce interlock/conflict risk. Continued strong shareholder support for director elections and pay frameworks underpins investor confidence.