Christopher Shackelton
UNIVERSAL TECHNICAL INSTITUTEAbout Christopher S. Shackelton
Christopher S. Shackelton (age 45) has served on UTI’s Board since June 2016; following conversion of UTI’s Series A Preferred to common in December 2023, he was appointed a Class III director up for a term ending in 2028. He is Co‑Founder and Managing Partner of Coliseum Capital Management, LLC, holds a bachelor’s degree in economics from Yale, and is deemed independent under NYSE standards; he currently serves on no Board committees at UTI .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rural/Metro Corp | Chairman | Dec 2010 – Jun 2011 | Oversight of EMS company |
| Medalogix LLC | Chairman | Aug 2014 – May 2021 | Oversight of home health analytics |
| Lazydays Holdings, Inc. | Chairman; Director | Chairman Dec 2021 – Jun 2024; Director since Mar 2018 | Led board of RV retailer |
| Interstate Hotels & Resorts, Inc. | Director | Feb 2009 – Mar 2010 | Hotel management oversight |
| Advanced Emissions Solutions, Inc. | Director | Jul 2014 – Jun 2016 | Environmental materials oversight |
| LHC Group, Inc. | Director | Nov 2012 – Aug 2017 | Home health provider board |
| BioScrip, Inc. | Director | Mar 2015 – Aug 2019 | Healthcare services oversight |
| Gildan Activewear Inc. | Director | Dec 2023 – May 2024 | Apparel manufacturer board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ModivCare Inc. (Nasdaq: MODV) | Director; formerly Chairman | Chairman Nov 2012 – Dec 2024; Director current | Listed as “Other Public Company Boards” in UTI proxy |
| Coliseum Capital Management, LLC | Co‑Founder & Managing Partner | Ongoing | Multi‑strategy investment firm leadership |
Board Governance
- Committee assignments: None at UTI (not a member of Audit, Compensation, Nominating & Corporate Governance, Government Affairs & Public Policy, or Strategic Opportunities) .
- Independence: Board affirmed Shackelton meets NYSE independence; all committees comprised of independent directors .
- Attendance/engagement: Board met seven times in FY2024; each director attended >75% of Board and committee meetings during FY2024 .
- Board class/tenure: Class III nominee for a three‑year term ending 2028 .
- Executive sessions and leadership: Regular executive sessions led by non‑executive Chair (DeVincenzi) .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non‑management director retainer |
| Annual equity grant (stock awards) | $0 | Shackelton did not receive stock awards; UTI agreed to provide compensation in cash due to Coliseum policy |
| All other compensation (cash to Coliseum Capital Partners, L.P.) | $100,000 | Compensation inures to CCP per Coliseum policy; paid in cash |
| Committee fees | $0 | No committee service; therefore no committee fees |
| Total | $150,000 | FY2024 director compensation total for Shackelton |
Coliseum policy: Shackelton may not personally benefit from director compensation at companies where CCM-managed funds hold equity; compensation is directed to Coliseum Capital Partners, L.P., and UTI provides it in cash to avoid unregistered equity issuances or stock accumulation by CCM affiliates .
Performance Compensation
| Performance‑tied element | Applicable? | Detail |
|---|---|---|
| Annual performance bonus | No | UTI’s director compensation comprises cash retainer and annual equity; no director performance bonus disclosed |
| Equity (RSUs/PSUs) with metrics | Not applicable to Shackelton in FY2024 | Standard annual director equity grant (~$100k) was not used; cash paid instead per Coliseum policy |
| Options | None disclosed | No option awards disclosed for directors in FY2024 |
Other Directorships & Interlocks
| Entity | Relationship to UTI | Interlock/Notes |
|---|---|---|
| ModivCare Inc. (MODV) | External | Shackelton listed as serving on MODV board; previously Chairman |
| Lazydays Holdings, Inc. | External | Shackelton was Chairman until Jun 2024; UTI’s Chair DeVincenzi is Chair of Lazydays and served as Interim CEO in 2022, indicating network overlap (not an RPT) |
Expertise & Qualifications
- Capital allocation and strategic transformation expertise; extensive service on public company boards .
- Investment acumen as Co‑Founder/Managing Partner of Coliseum Capital Management .
- Education: B.A. in Economics, Yale University .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 6,850,636 | Shared voting/dispositive power via Coliseum entities |
| Ownership as % of outstanding | 12.6% | Based on 54,365,529 shares outstanding as of Jan 8, 2025 |
| Voting/dispositive power | Shared | Across CCP, CC, CCM, and a separate account advised by CCM |
| Shares pledged as collateral | Not disclosed | No pledging disclosure; UTI prohibits hedging/derivative transactions broadly |
| Director stock ownership guideline | Policy exists | Company states directors and NEOs must own “meaningful” levels of stock; specific director thresholds not disclosed |
Governance Assessment
- Alignment signal: As an affiliated holder with 12.6% beneficial ownership, Shackelton’s economic stake strongly aligns with shareholder value creation, even though his personal director compensation is paid to Coliseum Capital Partners (cash only) rather than equity awards .
- Independence and oversight: Board has affirmatively determined independence; however, as an affiliate of a >5% holder and with no committee memberships, his governance influence is exerted at the full Board level rather than through committee oversight .
- Related‑party exposure: Coliseum has registration rights for shares issuable upon preferred conversion, and UTI repurchased preferred shares in Dec 2023 for $11.3M—transactions subject to UTI’s Related Party Transaction Policy overseen by the Nominating & Corporate Governance Committee .
- Engagement: Board met seven times in FY2024 with >75% attendance by all directors, indicating baseline engagement; UTI maintains regular executive sessions led by the non‑executive Chair .
- RED FLAGS: Large shareholder board representation plus registration rights and prior preferred stock transactions heighten perceived conflict risk; mitigants include formal related‑party review policy and independence determinations. Cash‑only director compensation to CCP reduces incremental equity alignment from annual director grants but is offset by Coliseum’s large ownership position .