Loretta Sanchez
UNIVERSAL TECHNICAL INSTITUTEAbout Loretta L. Sanchez
Loretta L. Sanchez, age 64, has served on UTI’s Board since May 2021; she is an independent Class III director up for election to a term ending in 2028. She is CEO of Datamatica LLC (since Dec 2018) and previously served in the U.S. House of Representatives (1997–2017), with committee work spanning Education and Labor, Armed Services, and Homeland Security (ranking member, Subcommittee on Cybersecurity, Infrastructure Protection, and Security Technologies). She holds a BS in Business Administration (Economics) from Chapman University and an MBA from American University; current external roles include public member of the Board of Directors of Career Education Colleges and Universities (CECU) and Trustee at Chapman University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. House of Representatives | Representative, CA-46 | 1997–2017 | Education and Labor; Armed Services; Homeland Security Subcommittee on Cybersecurity (ranking member) |
| Datamatica LLC | Chief Executive Officer | Dec 2018–present | Consulting/data analytics/messaging firm focused on local, state, and federal issues |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Career Education Colleges and Universities (CECU) | Public Board Member | Current | National association representing the proprietary sector of higher education |
| Chapman University | Trustee | Current | Governance at academic institution |
| Datamatica LLC | Chief Executive Officer | Dec 2018–present | Leader of consulting and analytics firm |
| Other public company boards | None | — | No additional public boards disclosed |
Board Governance
- Board classification and independence: Sanchez is a Class III director (with Shackelton, Slubowski, Trammell) and has been affirmatively determined independent under NYSE standards .
- Committee assignments: Member, Government Affairs and Public Policy Committee; the committee met 4 times in 2024; chair is LTG (R) William J. Lennox, Jr. .
- Board structure: Five standing committees (Audit, Compensation, Nominating & Corporate Governance, Government Affairs & Public Policy, Strategic Opportunities); all members of these committees are independent .
- Attendance: All directors serving at the time attended the 2024 annual stockholder meeting .
- Executive sessions: Board holds regular executive sessions led by the non-executive Chairman (DeVincenzi) .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Annual cash retainer (non-management director) | $50,000 |
| Committee membership fee (Government Affairs & Public Policy, non-chair) | $8,000 |
| Total cash fees (Sanchez) | $58,000 |
| Equity award (annual director grant value) | $100,000 |
| Total director compensation (Sanchez) | $158,000 |
| Grant date and share determination | $100,000 ÷ closing price $14.73 on Feb 28, 2024 (date of grant); method for determining shares issued |
Notes:
- Chair fees and other committee fees: Chairs of Audit, Government Affairs & Public Policy, and Strategic Opportunities receive $25,000; non-chair members of Government Affairs & Public Policy receive $8,000; meeting fees are not paid .
- New directors receive pro-rated equity awards upon appointment/election .
Performance Compensation
| Element | FY 2024 |
|---|---|
| Performance-linked component in non-management director pay | None disclosed; annual equity grants are structured as share awards approximating $100,000 and not tied to performance metrics |
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Exposure |
|---|---|---|
| CECU (proprietary higher ed association) | Public board member | Industry association alignment with UTI’s sector; governance consideration for policy advocacy. No related-party transaction disclosed involving Sanchez |
| Chapman University | Trustee | Academic governance role; no related-party transaction disclosed |
Expertise & Qualifications
- Extensive political and public policy expertise, with direct cybersecurity oversight background from Homeland Security Subcommittee work .
- Education sector experience; current role in higher-education association governance .
- Business credentials (BS, MBA) and leadership in consulting/data analytics .
Equity Ownership
| Metric | As of Jan 8, 2025 |
|---|---|
| Shares beneficially owned (Sanchez) | 13,712 |
| Ownership as % of common shares outstanding | <1% (“*” per proxy) |
| Common shares outstanding (record date) | 54,365,529 |
Policy context:
- Hedging is prohibited for directors and employees; company enumerates restrictions on derivative transactions and short sales .
- Director stock ownership guidelines are not disclosed; executive stock ownership guidelines apply to officers only .
Governance Assessment
- Independence and committee fit: Sanchez’s independence and placement on Government Affairs & Public Policy aligns with her congressional and policy background, supporting board effectiveness on regulatory and public policy matters .
- Engagement/attendance signals: Attendance at the 2024 annual meeting is positive; the GAPP committee met 4 times, indicating ongoing oversight of public policy priorities and PAC policies .
- Ownership alignment and incentives: Her FY2024 compensation mix is standard for UTI directors (cash retainer plus fixed-value equity grant); beneficial ownership is modest (<1%) with annual equity grants providing incremental alignment; no performance-contingent element in director pay .
- Potential conflicts/related-party exposure: Proxy’s related-party sections primarily cover Coliseum and CTG programs; Sanchez is not named in those transactions. The company maintains a formal Related Party Transaction Policy with Nominating & Corporate Governance oversight, which mitigates conflict risk .
- RED FLAGS: None identified specific to Sanchez in the proxy (no low attendance, no hedging activity, no related-party transactions, no tax gross-ups in director pay; meeting fees are not paid) .
Implications: Sanchez’s policy expertise enhances UTI’s regulatory navigation and government affairs oversight. Compensation structure and independence determinations support investor confidence; absence of disclosed related-party transactions and prohibition on hedging reduce alignment risks.