George Brochick
UNIVERSAL TECHNICAL INSTITUTEAbout George W. Brochick
George W. Brochick, age 75, is an independent director of Universal Technical Institute, Inc. (UTI), serving since March 2020 (Class II; term ends 2027) . He is Executive Vice President—Strategic Development at Penske Automotive Group (NYSE: PAG) since July 2012 and has held various executive roles at Penske since 1996 . Prior roles include Vice President, Operations at Southwest Kenworth, Inc. (1977–1984) and Director, Marketing Services at Euclid, Inc. (Daimler‑Benz A.G.) .
Past Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| Penske Automotive Group (NYSE: PAG) | EVP—Strategic Development | Since July 2012 | Various executive positions since joining in 1996 |
| Southwest Kenworth, Inc. | Vice President, Operations | 1977–1984 | Commercial truck retailer ops leadership |
| Euclid, Inc. (Daimler‑Benz A.G.) | Director, Marketing Services | Not disclosed | Marketing leadership in heavy equipment division |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American International Automobile Dealers Association | Board of Directors | Not disclosed | Industry advocacy; automotive retail network |
| Duke University Board of Visitors | Board Member (former) | Not disclosed | Advisory engagement with higher education institution |
Board Governance
- Independence: The Board affirmatively determined Brochick is “independent” under NYSE rules .
- Board class/term: Class II; term scheduled to end in 2027 .
- Committees: Audit; Government Affairs & Public Policy; Nominating & Corporate Governance (member; not chair) .
- Attendance: In fiscal 2024, the Board met 7 times; each director attended >75% of Board and applicable committee meetings . All directors attended the 2024 annual stockholder meeting .
- Executive sessions: Regular executive sessions of non‑management directors are led by the non‑executive Chairman (DeVincenzi) .
| Governance Item | Detail |
|---|---|
| Audit Committee (11 meetings in FY24) | Member; Board-designated “audit committee financial expert” members are DeVincenzi and Trammell and Okinaka (not Brochick) |
| Government Affairs & Public Policy (4 meetings in FY24) | Member; monitors legislative/regulatory matters impacting strategy |
| Nominating & Corporate Governance (6 meetings in FY24) | Member; oversees governance/ESG, director nominations, committee composition |
Fixed Compensation (Director)
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non‑management director retainer |
| Committee member fees | $22,000 | Audit $8,000; Government Affairs & Public Policy $8,000; Nominating & Corporate Governance $6,000 |
| Total fees earned (cash) | $72,000 | Reported for Brochick |
| Equity award (common stock) | $100,000 | Annual grant under 2021 Plan; shares determined by $100,000 ÷ $14.73 closing price on Feb 28, 2024 (grant date pricing) |
| All other compensation | — | None reported |
| Total compensation | $172,000 | Fees + stock awards |
Additional program features:
- Non‑management director equity awards are time‑based common stock; new directors receive pro‑rated equity grants upon appointment .
- Historical director participation in the Nonqualified Deferred Compensation Plan has been frozen .
Performance Compensation
| Metric | Applies to Director Compensation? | Notes |
|---|---|---|
| Financial/operational performance metrics (e.g., EBITDA, revenue) | No | Director pay is comprised of fixed cash retainers, committee fees, and time‑based equity; no performance metrics disclosed for directors |
| TSR/PSU linkage | No | PSUs and TSR modifiers apply to NEO long‑term incentives, not director compensation |
Other Directorships & Interlocks
| Company/Entity | Role/Connection | Potential Interlock/Conflict | Notes |
|---|---|---|---|
| Penske Automotive Group / Penske Truck Leasing (PTL) | Brochick is EVP—Strategic Development at PAG ; PTL owned 28.9% by PAG as of 9/30/2024 | UTI’s Commercial Training Group provides technician training to PTL; ~$14.6 million revenue in FY2024 | Company states agreements are immaterial, mutually beneficial, and on comparable third‑party terms; Related Party Transaction Policy governs approvals |
| Public company boards | None | — | “Other Public Company Boards: None” for Brochick |
RED FLAG: Ongoing business with PTL (partly owned by PAG where Brochick is a senior executive) presents a related‑party nexus. While UTI’s Nominating & Corporate Governance Committee screens related‑party transactions and the company deems the PTL contracts immaterial and arm’s‑length, investors should monitor for continued independence and disclosure rigor .
Expertise & Qualifications
- Extensive operational experience in the automotive industry .
- Broad relationships across the transportation industry .
- Expertise in accounting and finance .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % |
|---|---|---|
| George W. Brochick | 42,917 | Less than 1% (of 54,365,529 shares outstanding) |
Additional alignment safeguards:
- Securities Trading Policy prohibits hedging and derivative transactions by directors and employees; 10b5‑1 plan changes need pre‑approval .
- Company notes a stock ownership policy requiring NEOs and directors to own meaningful levels of stock (no specific director multiple disclosed) .
Governance Assessment
- Strengths: Independent director with deep industry operating experience; active across three committees central to risk oversight and governance; attendance thresholds met; equity ownership aligns interests; robust governance infrastructure (committee charters, executive sessions, clawback policy, trading restrictions) .
- Risks/Conflicts: Related‑party exposure via PAG/PTL training programs; although governed under a formal Related Party Transaction Policy and disclosed as immaterial and arm’s‑length, the dual role warrants continued scrutiny of committee independence and transaction terms. Flag for potential perception risk and monitor annual disclosures for volume/terms .
- Compensation signals: Director pay structure is standard (cash + time‑based equity); no performance‑linked director pay that could incentivize risk. FY2024 totals consistent with fee schedule and committee load, indicating transparent compensation practices .
- Board effectiveness: Participation across Audit and Governance committees supports financial controls and ESG oversight; Government Affairs committee role is relevant to UTI’s regulated education landscape. Regular executive sessions and documented committee activity reinforce oversight quality .