Michael Slubowski
UNIVERSAL TECHNICAL INSTITUTEAbout Michael A. Slubowski
Michael A. Slubowski (age 70) has been an independent director of Universal Technical Institute (UTI) since March 2023. He is President, Chief Executive Officer, and a board member of Trinity Health; he holds BBA and MBA degrees from Wayne State University, completed an Advanced Leadership Institute program at the University of Michigan’s business school, and is a fellow of the American College of Healthcare Executives and the American College of Medical Practice Executives . He serves as Chair of UTI’s Compensation Committee and is nominated as a Class III director for a term ending in 2028 . The Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trinity Health (pre-2013) | President of Health Networks (before merger with Catholic Health East) | Not disclosed | Senior operating leadership in integrated care delivery |
| Sisters of Charity of Leavenworth Health System | President & CEO | Not disclosed | Led nonprofit health system operations and strategy |
| Henry Ford Health System (Detroit) | Executive leadership roles | Not disclosed | Healthcare administration and operations |
| Samaritan Health Services (Phoenix) | Executive leadership roles | Not disclosed | Healthcare administration and operations |
| Providence Hospital (Southfield, MI) | Executive leadership roles | Not disclosed | Healthcare administration and operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Trinity Health | President, CEO, and Board Member | Current | National health system; 29,000 affiliated physicians and ~127,000 employees |
| Other public company boards | None | — | No current public directorships disclosed |
Board Governance
- Independence: The Board determined Slubowski meets NYSE independence standards; UTI’s independent directors hold regular executive sessions led by the non-executive Chair .
- Committee leadership: Chair, Compensation Committee (6 meetings held in fiscal 2024) .
- Board/classification: Class III director nominee for a term ending in 2028 .
- Attendance: In fiscal 2024, the Board met 7 times; every director attended >75% of aggregate Board and applicable committee meetings .
- Annual meeting participation: All directors then serving attended the 2024 annual meeting of stockholders .
| Committee | Role | Meetings (FY2024) | Notes |
|---|---|---|---|
| Compensation | Chair | 6 | Oversees CEO/NEO pay, director pay, equity grants, employment/severance/CIC arrangements, uses independent advisors |
Fixed Compensation
Program structure (non-management directors):
- Annual cash retainer: $50,000 .
- Committee chair retainers: Compensation Chair $15,000; Audit/Government Affairs/Strategic Opportunities Chairs $25,000; Nominating & Corporate Governance Chair $12,000 .
- Committee member retainers (non-chair): Compensation and Nominating & Corporate Governance $6,000; Audit and Government Affairs $8,000; Strategic Opportunities $15,000 .
- No meeting fees; reimbursed reasonable expenses; frozen nonqualified deferred compensation plan .
Individual (FY2024):
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Michael Slubowski | 60,500 | 100,000 | — | 160,500 |
Notes:
- The annual equity award for non-management directors is shares of common stock equal to approximately $100,000 at grant; new directors receive a pro-rated grant upon appointment/election .
Performance Compensation
- Directors receive an annual equity grant valued at approximately $100,000 in shares; no director performance-based equity metrics are disclosed (award is value-based common stock, not PSUs/options) .
- UTI prohibits hedging transactions by directors and requires pre-approval of 10b5-1 plans; policies are designed to promote compliance with insider trading laws .
| Element | Vehicle | Grant Value/Terms |
|---|---|---|
| Annual director equity | Common stock grant | ~$100,000 on grant date; time-based; no additional performance metrics disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Compensation Committee interlocks | During FY2024, committee members (including Slubowski) had no interlocks; none have ever been UTI officers, and no UTI executive served on a board/compensation committee of an entity with reciprocal roles |
| Independent consultant | Compensation Committee retains Pearl Meyer as independent compensation consultant; provided no other services in FY2024 |
Expertise & Qualifications
- Extensive finance and strategy experience; expertise in clinical care delivery models, healthcare administration, and operations .
- Advanced leadership training and professional fellowships (ACHE, ACMPE) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Record Date |
|---|---|---|---|
| Michael Slubowski | 12,797 | <1% (of 54,365,529 shares outstanding) | January 8, 2025 |
Policy signals:
- Hedging prohibited for directors; 10b5-1 plans require pre-approval; policy restricts changes/cancellations absent General Counsel approval .
- Executive stock ownership guidelines exist (2–4x salary tiers) but no director-specific ownership guidelines disclosed in the proxy .
Governance Assessment
- Strengths and investor-confidence signals:
- Independent director serving as Compensation Committee Chair, with six meetings in FY2024 indicating active oversight of pay, equity awards, and severance/CIC frameworks .
- Robust committee independence and use of an independent consultant (Pearl Meyer) with no other services in FY2024, mitigating advisor conflicts .
- High shareholder support for Say-on-Pay in 2024 (98.9% approval), supporting the committee’s pay-for-performance approach .
- Board-wide >75% attendance, and all directors attended the 2024 annual meeting .
- Anti-hedging policy for directors and controlled 10b5-1 usage improve alignment and reduce optics risk .
- Conflicts/related-party exposure:
- The proxy outlines a formal Related Party Transaction Policy with Nominating & Corporate Governance Committee oversight; disclosed related-party items focus on Coliseum registration rights and CTG programs with Penske-related entities, not involving Slubowski or Trinity Health . No Slubowski-specific related-party transactions are disclosed in the proxy .
- Compensation mix and alignment:
- FY2024 director compensation for Slubowski included $60,500 cash and ~$100,000 in equity (total $160,500), consistent with a balanced cash/equity mix that promotes alignment without meeting fees .
- RED FLAGS:
- None identified in the proxy related to independence, attendance, hedging/pledging (hedging prohibited; no pledging disclosure), interlocks, or related-party transactions involving Slubowski .