Linda Srere
UNIVERSAL TECHNICAL INSTITUTEAbout Linda J. Srere
Independent director of Universal Technical Institute, Inc. since 2005 with deep marketing and advertising leadership experience (former President of Young & Rubicam Advertising; Vice Chair/Chief Client Officer of Y&R Inc.). Age 69. Currently serves on the Investor and Executive Council of DCubed Group (private markets) . UTI’s Board affirms her independence under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Young & Rubicam Advertising | President | Jan 2000–Nov 2001 | Led global ad network operations |
| Young & Rubicam Inc. (Y&R) | Vice Chair & Chief Client Officer | Sep 1998–Jan 2000 | Senior client and growth leadership |
| Y&R New York | President & CEO | Jan 1997–Sep 1998 | Ran flagship NY office |
| Earle Palmer Brown New York | Chairman | 1992–1994 | Agency leadership |
| Rosenfeld, Sirowitz, Humphrey & Strauss | President | 1990–1992 | Agency leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Electronic Arts Inc. (Nasdaq: EA) | Director | ~2001–Jul 2012 | Served on Compensation and Nominating/Governance committees |
| aQuantive, Inc. | Director | n/a | Company sold to Microsoft in 2007 |
| DCubed Group | Investor & Executive Council | Current | Private market investment firm council |
Board Governance
- Current UTI committee assignments (FY2024 governance year):
- Chair, Nominating & Corporate Governance Committee; oversight includes director selection, governance guidelines, ESG oversight, and Board effectiveness reviews .
- Member, Compensation Committee; participates in NEO pay setting, incentive design, and director pay recommendations .
- Member, Strategic Opportunities Committee; evaluates M&A, real estate, campus expansion, and capital deployment framework .
- Board structure and independence:
- Board of 10 with majority independent; non-executive independent Chair (Robert DeVincenzi) .
- Srere is classified independent under NYSE standards .
- Attendance and engagement:
- FY2024: Board met 7 times; each director attended >75% of Board and committee meetings on which they served .
- All directors attended the 2024 annual stockholder meeting .
- Committee activity levels (FY2024 meetings): Audit (11), Compensation (6), Nominating & Corporate Governance (6), Government Affairs & Public Policy (4), Strategic Opportunities (11) .
Fixed Compensation (Director)
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | For all non-management directors |
| Committee membership fees | $6,000 (Comp); $8,000 (Audit/Gov. Affairs); $15,000 (Strategic Opportunities) | Non-chair member retainers |
| Committee chair fees | $12,000 (Nominating & Gov.); $15,000 (Comp); $25,000 (Audit/Gov. Affairs/Strategic Opps) | Chair retainers |
| Chair of the Board retainer | $100,000 | For non-exec Chair (not Srere) |
| Meeting fees | None | No per-meeting fees |
| FY2024 cash paid to Srere | $83,000 | Sum of base + chair/member fees; aligns with reported “Fees Earned” |
Performance Compensation (Director Equity and Plan Terms)
| Item | Value/Term | Detail |
|---|---|---|
| Annual equity grant (directors) | ~$100,000 stock | Granted under Amended & Restated 2021 Equity Incentive Plan |
| FY2024 share count basis | $100,000 / $14.73 = 6,789 shares | Grant valued at close on Feb 28, 2024; matches Form 4 award of 6,789 shares (2/28/2024) |
| Vesting/settlement | Stock awards to directors | Equity plan governs; dividends on full-value awards subject to same vesting as underlying award |
| Change-in-control treatment | Full acceleration for non-employee directors | Plan provides full acceleration of director awards upon Change in Control |
| Clawback & trading | NYSE-compliant clawback; hedging prohibited | Company-wide policies apply; prohibits hedging and derivative transactions |
Other Directorships & Interlocks
- Current public company directorships: None .
- Network/interlock context at UTI:
- Penske-related CTG client relationship exists; UTI provides technician training to Penske Truck Leasing (materiality disclosed: ~$14.6M CTG revenue FY2024); Director George Brochick is EVP Strategic Development at Penske Automotive Group. These transactions are described as immaterial and on third-party terms per policy oversight (not tied to Srere) .
- Related-party oversight: UTI has a formal Related Party Transaction Policy; Nominating & Corporate Governance Committee reviews and approves transactions ≥$120k with Related Parties (includes directors and affiliated entities) .
Expertise & Qualifications
- Core skills: marketing and client leadership; public company board experience; investment perspective. Highlights include President roles at Y&R and prior agency leadership; past public board service at EA and aQuantive .
- Governance leadership: Chairs Nominating & Corporate Governance Committee; committee oversees ESG and Board effectiveness, indicating depth in governance practices .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As of |
|---|---|---|---|
| Linda J. Srere | 134,686 | <1% | Jan 8, 2025 (record date) |
Insider transactions (Form 4) – last two years:
| Date (Txn) | Type | Shares | Price | Post-Txn Ownership | Source |
|---|---|---|---|---|---|
| 2025-06-05 | Award (A) | 714 | $0.00 | 138,999 | |
| 2025-02-27 | Award (A) | 3,599 | $0.00 | 138,285 | |
| 2024-11-26 | Option exercise (M) | 30,000 | $3.14 | — | |
| 2024-11-26 | Sale (S) | 30,000 | $25.53 | 134,686 | |
| 2024-02-28 | Award (A) | 6,789 | $0.00 | 134,686 |
Notes:
- 2024 option exercise/sale aligns with footnote disclosure that Ms. Srere held 30,000 vested director stock options; options were exercised and resulting shares sold the same day .
Director Compensation (FY2024 actual)
| Name | Fees Earned (Cash) | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| Linda J. Srere | $83,000 | $100,000 | $183,000 |
Calculation detail:
- Cash comprises base $50,000 plus committee retainers consistent with her roles (Nominating & Gov. Chair $12,000; Compensation member $6,000; Strategic Opportunities member $15,000) totaling $83,000 .
- Equity valued based on $14.73 close (Feb 28, 2024), implying 6,789 shares; ASC 718 accounting .
Governance Assessment
- Independence and tenure: Independent with ~20 years of service, providing institutional knowledge; Board remains majority independent with a non-exec Chair structure enhancing oversight .
- Committee leadership: As Nominating & Corporate Governance Chair, Srere has direct responsibility for director selection, governance guidelines, and ESG oversight; this is central to board effectiveness .
- Engagement: Attendance exceeded the >75% threshold; participation across governance, compensation, and strategic committees indicates high engagement .
- Alignment and incentives: Director pay balanced between cash and equity; equity grants directly in common stock (no options for ongoing awards), with full acceleration upon change of control (standard for directors); prohibitions on hedging support shareholder alignment .
- Ownership: 134,686 shares beneficially owned (<1%); meaningful director-level stake; company maintains director/officer stock ownership guidelines (policy referenced) .
- Conflicts/related parties: No Srere-specific related-party transactions disclosed. Company policy requires committee review of any related-party transactions; disclosed CTG relationships with Penske are overseen and deemed immaterial/arm’s-length; these involve another director (Brochick), not Srere .
Additional indicators:
- Say-on-pay (NEO) governance support: 98.9% approval at 2024 annual meeting, signaling broad investor confidence in compensation governance (board-level oversight includes Srere via Compensation Committee membership) .
- Clawback and anti-hedging frameworks in place in line with NYSE rules .
RED FLAGS observed: None specific to Linda Srere in disclosures. No pledging/hedging, no late Section 16 filings cited for her, no related-party transactions disclosed involving her, and attendance thresholds met .