Carolyn Frank
UNIVERSAL TECHNICAL INSTITUTEAbout Carolyn Frank
Carolyn Frank, age 46, is Senior Vice President and Chief Human Resources Officer (CHRO) at Universal Technical Institute (UTI), appointed January 16, 2024, with 25+ years building HR organizations across industries; prior roles include CHRO at Finance of America and Guild Mortgage, and she has been recognized as a Top 100 Women in Business (2022) and HR Executive of the Year (2018) . During FY2024, UTI delivered revenue of $732.7 million (+20.6% YoY), operating income of $58.9 million (+175.2% YoY), and net income of $42.0 million, under a strategy emphasizing growth, diversification, and optimization (context for executive performance alignment) . Corporate-wide MIP payouts for NEOs and other senior corporate executives were 115% of target based on Post-Bonus Adjusted EBITDA performance (approx. $114.4 million), indicating strong alignment of incentive pay with results .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Finance of America (NYSE: FOA) | Chief Human Resources Officer & EVP | 4 years | Led human capital strategy, performance management, engagement, and organizational design across a complex financial services business |
| Guild Mortgage Company | Chief Human Resources Officer & SVP | 5 years | Built HR capabilities, recruitment/retention programs, culture transformation, and diversity & inclusion initiatives |
Fixed Compensation
- Base salary and target bonus for Carolyn Frank were not disclosed in the proxy as she is not a Named Executive Officer (NEO) .
Performance Compensation
| Metric | Weighting | Threshold | Target | Max | Actual | Payout (Corporate Senior Executives) | Vesting/Timing |
|---|---|---|---|---|---|---|---|
| Post-Bonus Adjusted EBITDA (FY2024) | 100% | $98.832 million | $114.905 million | $125.620 million | ~$114.4 million | 115% of target (NEOs and other senior corporate executives) | Paid December 2024 under MIP |
Notes
- MIP metric definition aligned to reported Adjusted EBITDA, net of bonus expense; committee retained discretion for adjustments .
- Division-level payouts varied (Concorde 133%, UTI division 58% of target); corporate-level senior executives received 115% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (Form 4 Dec 10, 2024) | 27,830 RSUs beneficially owned; no common shares reported in Column 5 at that time |
| Latest RSU grant | 8,185 RSUs granted Dec 9, 2024; vests in three equal installments beginning Dec 15, 2025 |
| Prior RSU awards outstanding | 19,645 RSUs previously reported; included in total beneficial RSUs of 27,830 |
| Options | Company does not currently grant stock options to NEOs; equity program uses RSUs/PSUs |
| Ownership guidelines | SVPs must hold common stock equal to 2x base salary; RSUs count toward compliance, PSUs count only after earned/vested |
| Hedging/Pledging | Hedging and derivatives prohibited; 10b5-1 plans require pre-approval; pledging not disclosed in policy |
| Trading plans | Changes/cancellations of approved 10b5-1 plans require General Counsel approval |
Employment Terms
- Change-in-control vesting: RSUs/PSUs accelerate upon death or disability; and vest upon termination without cause or for good reason within one year after a change in control (double trigger) per the Amended and Restated 2021 Equity Incentive Plan and award agreements .
- Clawback: NYSE-compliant clawback policy to recover incentive compensation following restatements or corrected metrics if overpaid based on revised results .
- Severance/COC benefits: NEOs have defined arrangements; executives generally covered under Company plans/agreements; no tax gross-ups; payments may be reduced to avoid 280G/4999 excise taxes .
- Securities trading: Pre-approval required for Section 16 insiders; hedging/derivatives prohibited; repurchase procedures in place .
Performance Context
| Metric (FY2024) | Value |
|---|---|
| Revenue | $732.7 million |
| Operating Income | $58.9 million |
| Net Income | $42.0 million |
| New Student Starts | 26,885 |
- Strong corporate culture emphasis under CHRO: UTI named a 2025 Top Workplace in Arizona; Frank highlighted engagement, accountability, and growth in HR priorities .
Investment Implications
- Alignment and retention: Material unvested RSUs (27,830) with first vest beginning Dec 15, 2025 create multi-year retention hooks; double-trigger CIC terms reduce flight risk during strategic transactions .
- Insider selling pressure: No common shares reported; RSU vesting begins Dec 2025—watch standard tax-driven sales around vest dates; no hedging allowed, pledging not disclosed—lower misalignment risk .
- Pay-for-performance: Corporate MIP paid 115% of target for NEOs and other senior corporate executives on PB Adjusted EBITDA, consistent with strong FY2024 execution and cost discipline; expect similar EBITDA-centric structures to govern future payouts .
- Governance quality: Independent Compensation Committee uses Pearl Meyer; robust ownership guidelines (2x salary for SVPs) and clawback policy support investor alignment; 2024 Say-on-Pay received 98.9% approval, indicating broad shareholder support for compensation design .
Additional filings indicating ongoing reporting:
- Form 4 (Jan 21, 2025) referenced by MarketBeat; see SEC index link for details **[https://www.marketbeat.com/stocks/NYSE/UTI/sec-filings/]** **[https://www.sec.gov/Archives/edgar/data/2007600/000095017025007445/xslF345X05/ownership.xml]**.