Robert DeVincenzi
UNIVERSAL TECHNICAL INSTITUTEAbout Robert T. DeVincenzi
Robert T. DeVincenzi (age 65) has been an independent director of Universal Technical Institute (UTI) since April 2017 and has served as non-executive Chairman of the Board since September 2017. He is an audit committee financial expert and brings significant business leadership and strategy experience; his education includes an M.A. in Organizational Leadership (Gonzaga University), a B.S. in Business Administration (Cal Poly San Luis Obispo), and completion of Stanford Directors College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Redflex Holding Limited | Director; earlier President & CEO | 2014–2021 | Led safety-focused products/services; public company board experience |
| Inkra Networks Inc. | President & CEO | Not disclosed | Telecom leadership and strategy |
| Ignis Optics Inc. | President & CEO | Not disclosed | Telecom leadership and strategy |
| California State University, Monterey Bay | Adjunct Professor (Entrepreneurship & Strategic Mgmt) | 2014–2022 | Education/mentoring in strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lazydays Holdings Inc. (Nasdaq: LAZY) | Chairman of the Board; Compensation Committee member | Since 2021 | Interim CEO Jan–Aug 2022 |
| Lupine Venture Group | Principal Partner | Since 2014 | Strategic consulting and corporate development advisory services |
Board Governance
- Current UTI Board roles: Non-executive Chairman; Audit Committee member; Nominating & Corporate Governance Committee member; Chair, Strategic Opportunities Committee .
- Independence: Board affirmed he is independent under NYSE standards; leads executive sessions as non-management Chair .
- Audit committee financial expert designation: Yes .
- Attendance: Board met 7 times in FY2024; all directors attended >75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Committee activity levels in FY2024: Audit (11), Compensation (6), Nominating & Corporate Governance (6), Government Affairs & Public Policy (4), Strategic Opportunities (11) .
Fixed Compensation
| Component | Amount (FY2024) | Detail |
|---|---|---|
| Annual cash retainer | $50,000 | Non-management director retainer |
| Non-executive Chair retainer | $100,000 | Additional annual cash retainer for Chair |
| Audit Committee (member) | $8,000 | Non-chair member annual cash retainer |
| Nominating & Corporate Governance (member) | $6,000 | Non-chair member annual cash retainer |
| Strategic Opportunities (Chair) | $25,000 | Committee chair annual cash retainer |
| Total cash fees (FY2024) | $189,000 | Sum of above; matches proxy disclosure |
| Meeting fees | $0 | No additional meeting fees |
Performance Compensation
| Equity Grant | Grant Date | Grant Value | Valuation Basis | Vesting/Notes |
|---|---|---|---|---|
| Annual director equity award | Feb 28, 2024 | $100,000 | Value divided by closing price $14.73/share on grant date | Director equity awarded as common stock under 2021 Plan; proxy does not specify vesting terms for directors |
- Performance metrics tied to director equity: Not disclosed for directors (executive PSU metrics described elsewhere do not apply to directors) .
Other Directorships & Interlocks
| Company | Relationship to UTI | Notes |
|---|---|---|
| Lazydays Holdings Inc. | None disclosed | Recreational vehicle retailer; no UTI related-party transactions disclosed |
| Coliseum entities (board interlock via another director) | Activist/large shareholder influence at UTI via Christopher S. Shackelton | 12.6% beneficial ownership by Coliseum entities; DeVincenzi not affiliated with Coliseum |
Expertise & Qualifications
- Public company board service; strategy development; accounting/finance expertise; audit committee financial expert .
- Leadership in technology and services industries; governance training (Stanford Directors College) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Source |
|---|---|---|---|
| Robert T. DeVincenzi | 122,452 | ~0.23% (122,452 / 54,365,529) | Shares and outstanding base from proxy |
- Hedging/pledging: Company policy prohibits hedging and derivative transactions; no pledging disclosed for DeVincenzi in proxy .
- Section 16(a) compliance: Proxy notes specific late filings for other insiders; no delinquency reported for DeVincenzi in FY2024 .
Governance Assessment
- Board effectiveness: As non-executive Chair and Strategic Opportunities Committee Chair, DeVincenzi leads strategy oversight (M&A, capital deployment, campus expansion) and executive sessions—positive signal of independent oversight and accountability .
- Independence and financial oversight: Independent status and audit committee financial expert designation strengthen risk oversight; Audit Committee met 11 times in FY2024, with robust private sessions and cybersecurity oversight—supportive of investor confidence .
- Alignment: Director pay structure balances cash ($189k) and equity ($100k), with no meeting fees and standardized committee retainers; equity grants create ownership alignment without complex performance modifiers—typical for independent directors .
- Red flags: None disclosed specific to DeVincenzi—no related-party transactions involving him; Company-wide policies include clawback, no tax gross-ups, and hedging prohibitions—shareholder-friendly. Watch general board interlocks via Coliseum (Shackelton) as a governance dynamic, though DeVincenzi remains independent .
- Engagement: >75% attendance across Board/committees and participation in annual meeting—adequate engagement .
Overall, DeVincenzi’s profile (independent Chair, strategy and audit expertise, clear fee structure, meaningful share ownership) reflects solid governance alignment with few conflict indicators, supporting investor confidence in board oversight at UTI .