William J. Lennox, Jr.
UNIVERSAL TECHNICAL INSTITUTEAbout William J. Lennox, Jr.
Lieutenant General William J. Lennox, Jr. (USA Ret.), age 75, has served on UTI’s Board since January 2014. He is independent under NYSE rules and currently chairs the Government Affairs & Public Policy Committee and serves on the Compensation Committee. Lennox holds a B.A. in International Affairs from the U.S. Military Academy at West Point and an M.A. and Ph.D. in Literature from Princeton University, with a career spanning ~35 years in the U.S. Army culminating as Superintendent of West Point, followed by senior roles in industry and higher education. Director term: Class II, through 2027.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lennox Strategies, LLC | Chief Executive Officer | Since 2012 | Consulting and advisory leadership |
| Saint Leo University | President | Jul 2015 – Jun 2018 | Led private university operations |
| Goodrich Corporation | SVP, Washington, D.C. | 2006 – 2012 | Fortune 500 aerospace public policy interface |
| U.S. Military (USMA at West Point) | Superintendent; U.S. Army Officer | ~35 years; culminating as Superintendent | Senior military leadership and institutional governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ignite Fueling Innovation, Inc. | Director | Joined Jun 2021 | Veteran-owned systems/software engineering; private company |
| Other public company boards | None | — | No current public company directorships disclosed |
Board Governance
- Independence: The Board affirmed Lennox is independent per NYSE standards; Compensation Committee members meet heightened independence requirements; Audit Committee and Compensation Committee charters emphasize independence.
- Committees: Chair, Government Affairs & Public Policy (4 meetings in FY2024); Member, Compensation Committee (6 meetings in FY2024).
- Attendance: Board met seven times in FY2024; each director attended more than 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting.
- Board structure: Class II director, term ends 2027; Board executive sessions led by non-executive Chair; robust committee-based risk oversight.
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 50,000 | Standard non-management director retainer |
| Committee chair fee (Government Affairs & Public Policy) | 25,000 | Chair retainer |
| Committee member fee (Compensation Committee) | 6,000 | Non-chair member retainer |
| Meeting fees | 0 | No additional meeting fees |
| Total cash fees (FY2024) | 81,000 | As reported |
Performance Compensation
| Component | Grant Date | Fair Value ($) | Share Basis | Vesting/Terms | Performance Metrics |
|---|---|---|---|---|---|
| Annual equity award (common stock) | Feb 28, 2024 | 100,000 | Shares determined by $100,000 ÷ $14.73 closing price on grant date | Director annual equity per 2021 plan; reimbursement of travel allowed; no options noted for directors | None disclosed for director equity awards |
Note: Stock awards values are computed under ASC 718 at grant; number of shares is determined by the grant date price methodology described.
Other Directorships & Interlocks
- Current public company boards: None.
- Compensation Committee interlocks: None; members (including Lennox) have never been UTI officers; no reciprocal executive/committee interlocks disclosed.
Expertise & Qualifications
- Higher education leadership (President of Saint Leo University) and extensive military leadership (Superintendent of West Point).
- Public policy and government liaison expertise (Goodrich SVP, Washington, D.C.; GA&PP Committee Chair at UTI).
- Academic credentials: BA USMA; MA and PhD (Princeton University).
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding |
|---|---|---|
| Lt. Gen. William J. Lennox, Jr. | 115,290 | <1% (outstanding shares: 54,365,529 as of Jan 8, 2025) |
Policies relevant to alignment and risk:
- Hedging prohibited for directors and officers; clawback policy in place; stock ownership guidelines apply to executives (not specified for directors).
Governance Assessment
- Committee leadership and independence: Lennox’s chair role on Government Affairs & Public Policy and membership on an independent Compensation Committee indicate governance engagement and oversight breadth.
- Attendance and engagement: Board and committee attendance thresholds met; presence at annual meeting supports investor-facing engagement.
- Compensation alignment: Balanced cash retainer plus equity grant structure; no meeting fees; director equity awards follow transparent grant-date pricing.
- Ownership: Beneficial ownership of 115,290 shares; hedging prohibited—positive alignment signal.
- Say-on-Pay signal: 2024 Say-on-Pay approval at 98.9% suggests shareholder support for compensation practices overseen by the Compensation Committee on which Lennox serves.
RED FLAGS
- None disclosed specific to Lennox: no related-party transactions, pledging, or tax gross-ups tied to him; Compensation Committee interlocks not present. Company policy requires review/approval of related-party transactions and prohibits hedging.