Michael A. Plater

About Michael A. Plater

Michael A. Plater, Ph.D. (age 68) has served on Lincoln Educational Services Corporation’s board since 2020 and currently chairs the Nominating & Corporate Governance Committee while serving on the Audit Committee. He is a former President of Strayer University with extensive academic leadership experience in adult education. He holds a B.A. in Economics from Harvard College, an M.B.A. from Wharton, and a Ph.D. in American Studies from The College of William and Mary .

Past Roles

External Roles

No current public company directorships disclosed; prior roles primarily academic and higher-education operating positions. No other current public company board/committee roles disclosed .

Board Governance

• Committee assignments: Chair, Nominating & Corporate Governance; Member, Audit. Not a member of the Compensation Committee .
• Independence: Independent director (all directors except the CEO are independent; all members of Audit, Nominating/Governance, and Compensation committees are independent) .
• Attendance and engagement: Board met 6 times in FY2024; all directors attended all Board and committee meetings for which they served except one Nominating & Governance meeting missed by Mr. Burke. Dr. Plater attended all meetings of the Board and committees on which he served .
• Executive sessions: Non-employee directors hold executive sessions generally with each regularly scheduled Board meeting under the leadership of the Non-Executive Chair .
• Audit Committee quality: Audit Committee chaired by Kevin M. Carney (audit committee financial expert); all members (including Plater) independent .

Fixed Compensation

• Director compensation structure: Standard non-employee director cash retainer ($55,000), committee member fees (Audit $8,000; Nominating/Governance $6,000, elevated to $8,000 in 2024 table for Plater), committee chair fees where applicable, and annual restricted stock grants ($60,000 for directors; higher for Non-Executive Chair) .
• Equity grant details: On May 2, 2024, directors (except the two added in June) received 5,343 restricted shares ($60,000), vesting in full on May 2, 2025; per-share fair market value $11.23 on grant date .

Performance Compensation

• No performance-based director compensation disclosed; director equity grants are time-based and vest on the first anniversary of grant (not tied to performance metrics) .

Other Directorships & Interlocks

• Interlocks: No compensation committee interlocks involving Plater; 2024 Compensation Committee members were Pryor (Chair), Burke, Rose, and Young, all independent and none officers/employees .

Expertise & Qualifications

• Academic leadership and adult education operator; prior presidency and provost roles at Strayer University .
• Advanced degrees: Harvard (B.A. Economics), Wharton (M.B.A.), William & Mary (Ph.D., American Studies) .
• Board skills matrix flags Plater as independent with CEO/senior officer experience, industry experience, and governance/board experience .

Equity Ownership

• Ownership guidelines: Company’s Corporate Governance Guidelines include director stock ownership guidelines, though specific multiples are not disclosed in the proxy .

Governance Assessment

• Strengths for board effectiveness and investor confidence:
  • Independent director with relevant higher-education operating expertise; chairs the Nominating & Corporate Governance Committee and serves on Audit, supporting oversight quality .
  • Perfect attendance and active committee service in FY2024 indicate engagement; board held 6 meetings, committees 4 each, with Plater attending all .
  • No related-party transactions involving Plater in FY2023–FY2024; Audit Committee pre-approves related person transactions; company prefers to avoid such transactions .
  • Anti-hedging/pledging and insider trading controls in place; Section 16(a) compliance reported for FY2024 .
• Compensation/Alignment signals:
  • Director pay mix balanced between cash ($71,000) and time-based equity ($60,000), aligning with shareholder interests via equity exposure while avoiding performance metric gaming in director compensation .
  • Annual say‑on‑pay support for executives at ~93% in 2024 suggests overall investor acceptance of compensation governance; while not director-specific, it reflects broader governance sentiment .
• Potential risks/red flags:
  • None specific to Plater disclosed (no attendance issues, no related-party transactions, no hedging/pledging). Monitoring recommended for continued independence and committee workload balance .

Notes on Company Governance Context (relevant to Plater’s committee leadership)

• Nominating & Corporate Governance Committee responsibilities include director compensation recommendations, governance policy oversight, and board composition/independence—Plater as Chair plays a central role in board quality and refreshment .
• Audit Committee oversight includes financial reporting, internal controls, auditor independence, and related-person transaction approvals; all members independent, chaired by an audit committee financial expert .

Director Compensation Structure Reference (FY2024)