Val Thomas

About Val Thomas

Senior Vice President & Chief Information Officer at Lincoln Educational Services (LINC), with 14 years of tenure at the company as of May 2025 . Education: B.S. in Computer Science (New Jersey Institute of Technology) and M.S. in Business Analytics (Indiana University Kelley School of Business) . Under the executive team’s tenure, Lincoln delivered FY2024 revenue of $440.1 million (+16.4% YoY), adjusted EBITDA of $42.3 million, and net income of $9.9 million, with TSR (value of $100 investment) rising to 212 in 2024 (from 154 in 2023 and 89 in 2022) . Thomas has publicly led Lincoln’s hybrid learning infrastructure and network modernization to support at-scale online/onsite delivery and cybersecurity, describing the network as “the backbone of everything we do” .

Past Roles

External Roles

Fixed Compensation

• Not disclosed for Thomas in the latest proxy (NEO coverage focuses on CEO, CFO, COO) .

Performance Compensation

• Company program design (applies to NEOs and certain management): annual cash incentive (MIC Plan) based solely on adjusted EBITDA targets; maximum payout capped at 200% of target; clawback policies in place .
• Long-term equity: time-based restricted stock (vests ratably over 3 years) and performance-based restricted stock (three-year cycles with annual EBITDA targets; one-third vests per year if targets met); “catch-up” vesting eliminated for awards issued after Dec 31, 2023 .
• 2024 MIC outcomes (NEOs): payouts at 105.9% of target based on adjusted EBITDA performance .

Equity Ownership & Alignment

• Company hedging/pledging: Directors, officers, and senior management are prohibited from holding Company securities in margin accounts, engaging in hedging transactions, or pledging Company securities as collateral; exceptions only via Board approval .
• Stock ownership oversight: Company annually reviews executive stock holdings to ensure alignment; maintains compensation clawbacks .

Employment Terms

• Executive agreements in proxy are disclosed for CEO, CFO, COO only (term through Dec 31, 2025; severance multiples; change-in-control double-trigger extension and accelerated vesting; no 280G tax gross-ups) . No individual employment agreement disclosure for Thomas.

Performance & Track Record

• FY2024 operational highlights: revenue $440.1 million (+16.4% YoY); adjusted EBITDA $42.3 million vs. $26.5 million in 2023; student starts +15.2%; year-end cash nearly $60 million, no debt; opened new East Point, GA campus .
• 2025 trajectory: Q3 2025 revenue $141.4 million (+23.6% YoY); adjusted EBITDA $16.9 million; raised FY2025 guidance to revenue $505–510 million, adjusted EBITDA $65–67 million, net income $17–19 million, student starts +15–16% .
• Strategic IT execution: Network modernization to support hybrid instruction and cybersecurity posture at 22 campuses, enabling reliable online testing/attendance and remote instruction .

Compensation Structure vs Performance Metrics (Company Context)

• Annual incentive metric: adjusted EBITDA (100% weighting in MIC Plan) .
• Long-term equity performance: adjusted EBITDA targets set each year for three-year cycles; one-third vests annually when attained .
• Governance features: clawbacks, capped bonuses, independent consultant (Grant Thornton), no excise tax gross-ups, annual review of executive stock ownership .

Vesting Schedules and Insider Selling Pressure

• RSU/Restricted Stock vesting cadence: time-based awards vest ratably over three years; performance-based awards vest one-third per year upon annual target attainment .
• Insider activity: available Form 4 shows 2017 tax-withheld shares at vesting; no recent open-market sales identified in company filings reviewed here (limited to 2017 event) .

Risk Indicators & Red Flags (Company-Level context affecting executive incentives)

• Regulatory exposure: DOE provisional certification status; evolving gainful employment, financial responsibility, administrative capability, and 90/10 rule frameworks; borrower defense and closed school discharge risks (including automatic discharges under Sweet v. Cardona) .
• VA program changes, state licensure constraints (e.g., NJBON probation at Paramus PN program), and campus transitions (Euphoria Las Vegas sale) noted as operational/regulatory risks .

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay approval ~93% ; 2025 say-on-pay passed with 21,638,935 votes for, 1,264,293 against, 228,087 abstentions .

Investment Implications

• Alignment: Company’s prohibition on hedging/pledging and annual stock ownership review support alignment; historical RS grants to Thomas indicate equity-linked incentives, though current holdings/awards are not disclosed in the latest proxy .
• Retention risk: Absent disclosed employment agreement/severance terms for Thomas; however, robust IT leadership role in a hybrid model and external recognition suggest institutional reliance—monitor for future filings (8-K 5.02) for any changes .
• Trading signals: Limited recent insider transaction data for Thomas; company-level growth and raised FY2025 guidance are positives, but regulatory overhangs (DOE rules, borrower defense, financial responsibility triggers) can drive volatility—watch subsequent DOE actions and accreditation/licensure updates .