UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.     )

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Universal Technical Institute, Inc.

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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January 20, 2022

Dear Fellow Stockholder:

You are cordially invited to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Universal Technical Institute, Inc. (the “Company,” “UTI,” “we,” “us” or “our”), to be held on Friday, March 4, 2022 at 7:30 a.m. Arizona time. The Annual Meeting will be a completely “virtual” meeting of stockholders. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/UTI2022 and entering the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials.

The attached proxy statement, with the accompanying notice of meeting, contain details of the business to be conducted at the Annual Meeting. We urge you to review these materials carefully and to take part in the business of our company by voting on the matters described in the accompanying proxy statement. We hope that you will be able to attend the meeting during which our directors and senior leadership team will be available to answer questions.

Your vote is important. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly vote and submit your proxy before the meeting so that your shares will be represented and voted at the meeting, even if you cannot attend in person. If you attend the meeting virtually, you may continue to have your shares of stock voted as instructed in a previously delivered proxy or you may electronically revoke your proxy and vote your shares of stock online during the meeting. We look forward to your participation.

On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the affairs of UTI. We look forward to seeing you at the Annual Meeting.

Sincerely,

/s/ Robert T. DeVincenzi

Robert T. DeVincenzi

Chairman of the Board of Directors

This proxy statement is dated January 20, 2022 and is first being made available to stockholders on or about January 20, 2022.

TABLE OF CONTENTS

	Page
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS		i
PROPOSAL 1 ELECTION OF DIRECTORS		2
PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		16
AUDIT COMMITTEE REPORT FOR THE YEAR ENDED SEPTEMBER 30, 2021		18
EQUITY COMPENSATION PLAN INFORMATION		20
EXECUTIVE OFFICERS		21
COMPENSATION DISCUSSION AND ANALYSIS		23
COMPENSATION COMMITTEE REPORT		38
EXECUTIVE COMPENSATION		39
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		47
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		51
SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2023 ANNUAL MEETING		62
OTHER MATTERS		63
ANNUAL REPORT		64
NO INCORPORATION BY REFERENCE		65

UNIVERSAL TECHNICAL INSTITUTE, INC.

4225 E. Windrose Drive

Suite 200

Phoenix, Arizona 85032

(623) 445-9500

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the stockholders of Universal Technical Institute, Inc.:

The 2022 Annual Meeting of Stockholders (“Annual Meeting”) of Universal Technical Institute, Inc. (the “Company,” “UTI,” “we,” “us” or “our”) will be held on Friday, March 4, 2022 at 7:30 a.m. Arizona time. The Annual Meeting will be a completely “virtual” meeting of stockholders and you will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/UTI2022 and entering the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials.

The items of business at the Annual Meeting are set forth below:

1. To elect two (2) Class III directors to our Board of Directors to serve for a term of three (3) years or until their respective successors are duly elected and qualified.

2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2022.

Only stockholders of record at the close of business on January 7, 2022 are entitled to receive notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. A list of stockholders entitled to vote will be available for examination at the meeting by any stockholder for any purpose germane to the meeting. The list will also be available for the same purpose for 10 days prior to the meeting at our principal executive offices at 4225 E. Windrose Drive, Suite 200, Phoenix, Arizona 85032.

On January 20, 2022, we began mailing a Notice of Internet Availability of Proxy Materials to our stockholders of record as of January 7, 2022 rather than a full paper set of materials. The notice contains instructions on how to access this proxy statement and our annual report online and includes instructions for voting at the Annual Meeting.

To vote at the Annual Meeting, please choose one of the following voting methods:

Vote by Internet

• Before the Meeting: Go to www.proxyvote.com or from a smartphone scan the QR Barcode located in your Notice of Internet Availability or on your proxy card. Have the information that is printed in the box marked by the arrow g xxxx xxxx xxxx xxxx available and follow the instructions.

• During the Meeting: Go to www.virtualshareholdermeeting.com/UTI2022. Have the information that is printed in the box marked by the arrow g xxxx xxxx xxxx xxxx available and follow the instructions.

Vote by Telephone – If you request printed copies of the proxy materials by mail, you will receive a proxy card or voting instruction form and you may vote by proxy by calling the toll-free number found on the card or form.

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Vote by Mail – If you request printed copies of the proxy materials by mail, you will receive a proxy card or voting instruction form and you may vote by proxy by filling out the card or form and returning it in the envelope provided.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on March 4, 2022. The Notice of Annual Meeting, Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021 (which constitutes our annual report to stockholders) are available electronically at https://investor.uti.edu.

By Order of the Board of Directors,

/s/ Jerome A. Grant

Jerome A. Grant

Chief Executive Officer

Phoenix, Arizona

January 20, 2022

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UNIVERSAL TECHNICAL INSTITUTE, INC.

4225 E. Windrose Drive

Suite 200

Phoenix, Arizona 85032

(623) 445-9500

PROXY STATEMENT

FOR THE

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON

MARCH 4, 2022

General Information

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (our “Board”) of Universal Technical Institute, Inc. (the “Company,” “UTI,” “we,” “us” or “our”), of proxies for use in voting at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually on March 4, 2022 at 7:30 a.m. Arizona time. at www.virtualshareholdermeeting.com/UTI2022, and any adjournment or postponement thereof. On January 20, 2022, we began mailing a notice containing instructions on how to access this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended September 30, 2021 (the “2021 Annual Report”) online. The date of this Proxy Statement is January 20, 2022.

Questions and Answers

Please see the section titled “Questions and Answers About the Proxy Materials and Voting Information” for important information about the proxy materials, voting, the Annual Meeting, UTI’s corporate governance documents, communications and the deadlines to submit stockholder proposals and director nominees for the 2023 annual meeting of stockholders. Additional questions may be directed to Christopher E. Kevane, Senior Vice President, Chief Legal Officer, at Universal Technical Institute, Inc., 4225 East Windrose Drive, Suite 200, Phoenix, Arizona 85032.

Learn More About UTI

Please also visit UTI’s 2022 Annual Meeting website, www.virtualshareholdermeeting.com/UTI2022 to easily access our interactive proxy materials, vote through the Internet, submit questions in advance of the 2022 Annual Meeting of Stockholders, and listen to a live webcast of the meeting.

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PROPOSAL 1

ELECTION OF DIRECTORS

Board Structure. Our Board currently has ten (10) members, the majority of whom are “independent” in accordance with the published listing requirements of the New York Stock Exchange (the “NYSE”). Our Board is divided into three (3) classes, as set forth below:

• Class I: David A. Blaszkiewicz, Robert T. DeVincenzi, Jerome A. Grant, and Kimberly J. McWaters;

• Class II: George W. Brochick, Lieutenant General William J. Lennox, Jr., and Linda J. Srere; and

• Class III: Kenneth R. Trammell and Loretta L. Sanchez.

Directors in each class serve three-year terms. At each annual meeting, the term of one class expires. Christopher S. Shackelton serves as designee of the holders of Series A Preferred Stock and is not assigned to a specific class.

Nominees for Election at the Annual Meeting. Our Board, acting on the recommendation of the Nominating and Corporate Governance Committee of our Board (our “Nominating and Corporate Governance Committee”), has nominated Mr. Trammell and Ms. Sanchez for election as Class III Directors, each to serve a three-year term ending in 2025, or until the director’s successor is duly elected and qualified. It is intended that the votes represented by the proxies at the Annual Meeting will be cast for the election of Mr. Trammell and Ms. Sanchez as Class III Directors.

Director Nominees. The following table and text present information as of the date of this Proxy Statement concerning the nominees for election as Class III Directors, including in each case their current membership on committees of our Board, the year they were first elected or appointed as a director, their principal occupations or affiliations during the last five years, other directorships currently held or held during the past five years, and the experiences, qualifications, attributes or skills each of them brings to our Board. We believe that each of the director nominees possesses an ability, as demonstrated by recognized success in his or her field, to make meaningful contributions to our Board’s oversight of the business and affairs of UTI.

Name/Title	Age		Board Committees	First Elected or Appointed to UTI Board
Kenneth R. Trammell		61	Audit; Strategic Opportunities	2011
Loretta L. Sanchez		61	Government Affairs and Public Policy	2021

Kenneth R. Trammell Kenneth R. Trammell, age 61, has served on our Board since June 2011. From May 2020 until the sale of the company in March 2021, Mr. Trammell served on the Board of Directors of Red Lion Hotels Corp (NYSE: RLH), an owner and franchiser of hotels. During that time, he served as chair of the Audit Committee and a member of the Nominating and Governance Committee. Mr. Trammell served as an Executive Vice President of Tenneco Inc., a publicly traded manufacturer of vehicle components and systems, from January 2006 until his retirement in December 2018, as the Chief Financial Officer from September 2003 until June 2018, and as Controller from 1997 through 2003. He also returned to Tenneco as Interim Chief Financial Officer from April 2020 to September 2020. Prior to joining Tenneco in 1996, Mr. Trammell spent 12 years with the international public accounting firm of Arthur Andersen LLP. Mr. Trammell received a Bachelor of Business Administration degree in accounting from the University of Houston. Mr. Trammell has significant business experience in the original equipment and aftermarket automotive parts industry for more than 20 years. He also has considerable experience

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in financial reporting, accounting, internal controls, capital markets transactions, investor relations, and operations finance. Mr. Trammell qualifies as an “audit committee financial expert” under SEC guidelines.

Loretta L. Sanchez

Loretta L. Sanchez, age 61, joined our Board in May 2021. Ms. Sanchez served in Congress from 1997 to 2017 as a Democrat from California’s 46th Congressional District, representing Orange County. One of her key priorities was ensuring access to all types of higher education, including career and technical skills training. While in Congress, she served on the Education and Labor Committee and Armed Services Committee, and as a ranking member of the Homeland Security Committee Subcommittee on Cybersecurity, Infrastructure Protection, and Security Technologies. Ms. Sanchez is currently chief executive officer of Datamatica LLC, a consulting, data analytics, and messaging firm that focuses on local, state, and federal issues and campaigns. Ms. Sanchez received a Bachelor of Science degree in Business Administration with a concentration in Economics from Chapman University and a Master of Business Administration degree from American University in Washington, DC. Ms. Sanchez is currently a public member of the Career Education Colleges and Universities Board of Directors (CECU) and also is a Trustee at Chapman University. Former Congresswoman Sanchez brings to the Board her political experience and expertise, including significant experience in education policy matters.

OUR BOARD RECOMMENDS THAT YOU

VOTE “FOR” EACH OF THESE NOMINEES

Continuing Directors. The terms of Messrs. Blaszkiewicz, DeVincenzi, and Grant and Ms. McWaters, our Class I Directors, are scheduled to end in 2023 and the terms of Messrs. Brochick and Lennox and Ms. Srere, our Class II Directors, are scheduled to end in 2024. Mr. Shackelton serves as designee of the holders of Series A Preferred Stock. For further information on the Series A Preferred Stock designee, see “Series A Preferred Stock Director Designee” below.

David A. Blaszkiewicz, age 53, has served on our Board since December 2011. Mr. Blaszkiewicz has served as the Chief Executive Officer of Invest Detroit, a leading economic development organization, and its predecessor companies, since November 2014 and as President of Invest Detroit since 2001. Mr. Blaszkiewicz served as President and Chief Executive Officer of Downtown Detroit Partnership, Inc., a private/public partnership of corporate and civic leaders engaged in key community revitalization efforts, from February 2011 to June 2014. In addition, Mr. Blaszkiewicz currently serves on the board of directors of a number of non-profit organizations, including the national New Markets Tax Credit Coalition, Detroit’s Downtown Development Authority, M-1 RAIL, Detroit Economic Growth Corporation, and Detroit Community Loan Fund. Mr. Blaszkiewicz also served as Director of Finance and Secretary/Treasurer of Detroit Renaissance, Inc., an organization of CEOs now known as Business Leaders for Michigan, from 1994 through 2001. Mr. Blaszkiewicz received a Bachelor of Science degree in Business from Wayne State University and a Master of Business Administration degree from Michigan State University. Mr. Blaszkiewicz brings to our Board significant financial, commercial real estate and development expertise, as well as municipal and private investment experience.

Robert T. DeVincenzi, age 62, has served on our Board since April 2017 and served as the Chairman of our Board since September 2017. Mr. DeVincenzi is the chair of the Strategic Opportunities Committee, and a member of the Audit Committee and Nominations and Governance Committees. Since 2021, Mr. DeVincenzi has served as the lead independent director of Lazydays Holdings Inc. and as a member of its Compensation Committee. On January 1, 2022, Mr. DeVincenzi was appointed interim Chief Executive Office of Lazydays Holdings Inc. as the company proceeds with a search for a permanent Chief Executive Officer. During this time

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Mr. DeVincenzi will suspend his participation as a member of the Lazydays Compensation Committee. Additionally, Mr. DeVincenzi is a principal partner in Lupine Ventures, a business advisory firm that provides strategic consulting and corporate development advisory services, since 2014. Mr. DeVincenzi also serves as an Adjunct Professor of Entrepreneurship and Business Ethics at California State University, Monterey Bay since 2014. Previously, he served as a non-executive member of the Board of Directors of Redflex Holdings Limited, which focuses on road, vehicle, and pedestrian safety products and services, and as Chairman of the Risk and Compliance Committee from 2014 to 2021. From 2012 to 2014, he served as Chief Executive Officer of Redflex Holdings Limited. From 2008 to 2012, Mr. DeVincenzi served as President and Chief Executive Officer of LaserCard Corporation, a global biometric identification systems business. Prior to his position at LaserCard Corporation, Mr. DeVincenzi held senior executive positions in a variety of high-technology enterprises, including Solectron, Inc., Inkra Networks Inc., and Ignis Optics Inc. Mr. DeVincenzi received a Master of Arts degree from Gonzaga University in Organizational Leadership, a Bachelor of Science degree in Business Administration from California State University, San Luis Obispo. Mr. DeVincenzi brings to our Board significant business leadership and strategy development experience, as well as public company board expertise. Mr. DeVincenzi qualifies as an “audit committee financial expert” under SEC guidelines.

Jerome A. Grant, age 58, has served as our Chief Executive Officer and on our Board since November 2019. Mr. Grant served as our Executive Vice President and Chief Operating Officer from November 2017 to October 2019. Prior to joining UTI, Mr. Grant served as Senior Vice President, Chief Services Officer with McGraw-Hill Education, Inc. from June 2015 to April 2017. Prior to joining McGraw Hill, Mr. Grant served in several senior leadership roles with Pearson Education, including Senior Vice President of Technology Strategy from 2014 to 2015; Senior Vice President of Digital Products from 2012 to 2014; President of Higher Education Business, Technology, and the New York Institute of Finance from late 2000 through 2011; and Vice President of Sales from 1999 through 2000. Mr. Grant received a Bachelor of Business Administration degree in Labor Relations and Marketing from the University of Wisconsin-Milwaukee. As our former Executive Vice President and Chief Operating Officer, Mr. Grant brings to our Board an understanding of the organization and experience in the post-secondary technical education services industry.

Kimberly J. McWaters, age 57, has served on our Board since 2005. Since February 2021, Ms. McWaters has served as President and Chief Executive Officer for Fresh Start Women’s Foundation after a long tenure as a director of that organization. Ms. McWaters served as UTI’s Chief Executive Officer from 2003 until her retirement in 2019. Ms. McWaters joined UTI in 1984 and held several executive positions, including Vice President of Marketing and Admissions. She was named President in 2000, CEO in 2003, and Chairman of the Board in 2013, serving until 2017. Ms. McWaters has served as a director of Penske Automotive Group, Inc. (NYSE: PAG) since 2004, and currently serves as a member of its Audit Committee and Chair of its Nominating and Corporate Governance Committee. For six years, until June 2020, Ms. McWaters served on the Board of Directors of Mobile Mini, Inc. (NASDAQ: MINI), serving on its Audit Committee and Compensation Committee. In July 2020, McWaters joined the Board of Directors of WillScot Mobile Mini Holdings Corp. (NASDAQ: WSC) and serves on Audit Committee and Related Party Transactions Committee. Ms. McWaters received a Bachelor of Science degree in Business Administration from the University of Phoenix. As a long-time executive of UTI, Ms. McWaters brings to our Board a deep understanding of our organization and experience in the post-secondary technical education services industry. Additionally, Ms. McWaters is qualified to serve on our Board because of her management skills, business development acumen, sales and marketing leadership, and experience with regulatory compliance issues, as well as her experience as a director of public companies.

Christopher S. Shackelton, age 42, has served on our Board since June 2016. Mr. Shackelton is co-founder and managing partner of Coliseum Capital Management, LLC (“CCM”). Mr. Shackelton has served as Chairman of the Board of ModivCare Inc. (formerly Providence Service Corp.) since November 2012 and has served on its Board of Directors since July 2012. Mr. Shackelton has also served as Chairman of the Board of Directors of Lazydays Holdings, Inc. since December 2021, and has served as on its board of directors since March 2018, as well as a number of privately held companies. Previously, Mr. Shackelton was Chairman of Rural/Metro Corp,

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from December 2010 to June 2011, and Chairman of Medalogix LLC, from August 2014 to May 2021, and served on the Board of Directors of Advanced Emissions Solutions, Inc. from July 2014 to June 2016, of Bioscrip, Inc. from March 2015 to August 2019, of Interstate Hotels & Resorts, Inc., from February 2009 through March 2010, and of LHC Group, Inc., from November 2012 to August 2017. Prior to forming CCM, Mr. Shackelton worked at Watershed Asset Management and Morgan Stanley & Co. Mr. Shackleton received a Bachelor of Arts degree in Economics from Yale University. Mr. Shackelton brings to our Board significant financial, investing, and accounting experience, in addition to his experience serving on the boards of other public companies.

Linda J. Srere, age 66, has served on our Board since 2005. Ms. Srere is a marketing and advertising consultant. From January 2000 to November 2001, she served as President of Young & Rubicam Advertising, a worldwide advertising network. From September 1998 to January 2000, Ms. Srere served as Vice Chairman and Chief Client Officer of Young & Rubicam Inc. (“Y&R”). From January 1997 to September 1998, she served as President and CEO of Y&R’s New York office. Ms. Srere joined Y&R in September 1994 as Executive Vice President and Director of Business Development. Ms. Srere served as the Chairman of advertising agency Earle Palmer Brown New York from 1992 to 1994, and served as President of advertising agency Rosenfeld, Sirowitz, Humphrey & Strauss from 1990 to 1992. For 11 years, until July 2012, Ms. Srere was a director of Electronic Arts Inc. During her tenure, she served on its Compensation, its Nominating, and Governance committees. Ms. Srere also served as a director of aQuantive, Inc., which was sold to Microsoft in 2007. She currently sits on the Investor and Executive Council of DCubed Group, a private market investment firm. Ms. Srere also serves on the Advisory Board of SOS Method, a meditation technology platform. Ms. Srere brings to our Board marketing, strategic, and business leadership skills from her career in marketing and advertising.

George Brochick, age 72, has served on our Board since March 2020. Mr. Brochick has served as Executive Vice President—Strategic Development at Penske Automotive Group (NYSE: PAG) since July 2012, and has held various executive positions since joining the company in 1996. In addition to his current executive functions, Mr. Brochick held numerous dealership general manager positions throughout his automotive career. Previously, Mr. Brochick served as Vice President, Operations, for Southwest Kenworth, Inc. from 1977 to 1984 and also held the position of Director, Marketing Services, for Euclid, Inc., a division of Daimler-Benz, A.G. Mr. Brochick serves on the Board of Directors of the Duke University Board of Visitors and has served on the Board of Directors of the American International Automobile Dealers Association. Mr. Brochick brings to our Board extensive knowledge and experience in the automotive retail industry, in addition to high-level connections throughout the transportation industry.

Lieutenant General William J. Lennox, Jr. (USA Ret.), age 72, has served on our Board since January 2014. Mr. Lennox has served as Chief Executive Officer of Lennox Strategies, LLC, a consulting company and personal business venture, since 2012. Mr. Lennox served as President of Saint Leo University from July 2015 to June 2018. From 2006 to 2012, Mr. Lennox served as Senior Vice President, Washington, D.C., for Goodrich Corporation, a Fortune 500 aerospace firm. Prior to his position at Goodrich Corporation, Mr. Lennox served approximately 35 years in the United States Army, culminating as Superintendent of the United States Military Academy at West Point. Mr. Lennox received a Bachelor of Arts degree in International Affairs from the United States Military Academy at West Point, as well as a Master of Arts degree and Ph.D. in Literature from Princeton University. Mr. Lennox’s experiences leading two institutions of higher learning, his exceptional military career, and his expertise in developing and managing strategic relationships between the private sector and government entities bring a unique set of experiences and capabilities to our Board.

Series A Preferred Stock Director Designee. Pursuant to Section 5(c) of the Certificate of Designations of Series A Convertible Preferred Stock (the “Certificate of Designations”), for so long as Coliseum Holdings I, LLC (“Coliseum”), its affiliates or any of its or its affiliates’ transferees approved by the Company beneficially own at least a majority of the then outstanding shares of Series A Preferred Stock, the holders of shares of Series A Preferred Stock, by the vote or written consent of the holders of a majority of the then outstanding shares of Series A Preferred Stock shall have the right to designate one member to our Board who, subject to applicable

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law and regulations (including NYSE listing standards) may be appointed to a minimum of two committees of our Board. On June 29, 2016, our Board, upon the designation by the holders of Series A Preferred Stock, and upon deeming such appointment to be in the best interests of the Company, elected Mr. Shackelton, a Managing Partner at and co-founder of CCM, to our Board.

Corporate Governance and Related Matters

We believe that effective corporate governance is critical to our ability to create long-term value for our stockholders. Accordingly, we have structured our corporate governance to align our interests with those of our stockholders in the following ways:

Board Leadership Structure. Under our Corporate Governance Guidelines, our Board may appoint a Chairman of the Board in any manner that is in the best interests of UTI. In making leadership structure determinations, our Board considers many factors, including the specific characteristics and circumstances existing at that time, whether the role of Chairman should be separate from that of the Chief Executive Officer and, if the roles are separate, whether the Chairman should be selected from the independent directors or from management. Our Board believes that no single board leadership model is universally or permanently appropriate and will periodically review the performance of the sitting Chairman and determine whether or not that selection should remain in effect.

Currently, Mr. DeVincenzi serves as non-executive Chairman of the Board. Our Board believes that the separation of the roles of Chairman and Chief Executive Officer provides more depth in UTI’s leadership and additional strategic support to our Chief Executive Officer.

In addition to his or her responsibilities as a director generally, the Chairman of the Board has primary responsibility for Board leadership and administration, with a focus on Board meeting leadership, strategy discussions, management performance, and accountability. The Chairman of the Board presides at all meetings of our Board and of the stockholders at which he or she is present. The Chairman of the Board performs other functions and responsibilities as set forth in our Corporate Governance Guidelines or as requested by our Board from time to time.

Our Corporate Governance Guidelines call for regular executive sessions of the non-management directors (those not employed by us). Our Board believes that these regular executive sessions outside of the presence and influence of management ensure that non-management directors have sufficient opportunity to fully and candidly discuss ideas and issues regarding UTI, management’s performance, and whether Board operations are satisfactory. The non-executive Chairman or the lead director, as applicable, will lead and preside over these executive sessions and will organize and establish the agenda for these sessions. If the non-executive Chairman or lead director, as applicable, is absent or such positions are vacant, the non-management directors will select from among them who will preside over any executive sessions. Mr. DeVincenzi, as non-executive Chairman of the Board, leads and presides over our Board’s executive sessions.

“Independent” Directors. Our Board has determined that Messrs. Blaszkiewicz, Brochick, DeVincenzi, Lennox, and Trammell and Mses. Srere and Sanchez qualify as “independent” in accordance with the published listing requirements of the NYSE. The NYSE’s independence definition includes a series of objective tests, such as that the director is not an employee of the listed company, has no material relationships with the listed company, and has not engaged in various types of business dealings with the listed company. An explanation of the independence standard used by our Board, which standard incorporates the NYSE independence definition, is set forth in our Corporate Governance Guidelines adopted by our Board and discussed elsewhere in this Proxy Statement. Our Board considers all relevant facts and circumstances in evaluating the independence of its members from management. Non-material business transactions conducted in the ordinary course of business are not determinative of the issue of independence. As required by NYSE rules and regulations, our Board has made an affirmative determination as to each independent director that no relationships exist which, in the opinion of

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our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and has affirmatively determined that each independent director meets the independence standard used by our Board. In making these determinations, our Board reviewed and discussed information provided by the directors and our management with regard to each director’s business and personal activities as they may relate to us and our management.

“Independence” for Audit Committee and Compensation Committee Members and “Audit Committee Financial Experts.” As required by NYSE rules and regulations, each member of the Audit Committee of our Board (our “Audit Committee”) qualifies as “independent” under special standards established by the Securities and Exchange Commission (“SEC”) for members of audit committees, and each member of the Compensation Committee of our Board (our “Compensation Committee”) qualifies as “independent” under special standards established by the NYSE for members of compensation committees. Our Audit Committee also includes at least one independent member who our Board has determined meets the qualifications of an “audit committee financial expert” in accordance with SEC rules and regulations, including the requirement that such person satisfies the criteria for an “independent director.” Our Board has determined that each of Messrs. DeVincenzi and Trammell, both of whom serve on our Audit Committee, is an “audit committee financial expert.”

Board’s Role in Risk Oversight. Our Board oversees our risk management function and ensures that management develops sound business strategies. Our Board’s close involvement in setting our business strategy and objectives is integral to its assessment of ongoing business risks, determinations of appropriate levels of risk and how to effectively manage risk. In fulfilling this risk management responsibility, our Board regularly receives reports and/or presentations from applicable members of management and the committees of our Board. In particular, our Board continually evaluates risks relating to financial matters, legal, and regulatory issues, operational and strategic considerations and fraud, and addresses individual risks on a case-by-case basis with management, as necessary.

While our Board is ultimately responsible for oversight of the risk management process, our Board delegates responsibility for certain aspects of risk management to its committees, which are comprised solely of independent directors.

• Our Audit Committee focuses on risks, controls, and procedures related to our financial statements, the financial reporting process, and accounting and legal matters, including related party transactions and other conflicts of interest situations.

• Our Compensation Committee evaluates the risks and rewards associated our compensation philosophy and programs and reviews and approves compensation programs with features that incentivize performance through individual and corporate goals while discouraging risky behaviors.

• Our Nominating and Corporate Governance Committee is responsible for overseeing our governance practices, including our Code of Conduct and Corporate Governance Guidelines, director selection and nomination processes, and Board and committee evaluations.

Board Meetings

Our Board and its committees meet throughout the year on a set schedule, hold special meetings, and act by written consent from time to time, as appropriate. Our Board has delegated various responsibilities and authority to different Board committees, which regularly report on their activities and actions to the full Board. In addition, our Board has adopted Corporate Governance Guidelines that call for regular executive sessions of the non-management directors.

In fiscal 2021, our Board met ten (10) times. Each current director attended 100% of the aggregate of the total number of Board meetings and the total number of meetings held by all committees on which he or she served that were held during the 2021 fiscal year and that were held while such person was a director of the Company or a member of such committee.

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Board Committees and Charters

Our Board has five (5) standing committees: Audit, Compensation, Nominating and Corporate Governance, Government Affairs and Public Policy, and Strategic Opportunities. Each member of our Audit, Compensation, Nominating and Corporate Governance, Government Affairs and Public Policy, and Strategic Opportunities Committees is an independent director in accordance with NYSE standards. Each of our Board committees has a written charter approved by our Board. Copies of each charter are posted on our website at www.uti.edu under the “Investor Relations—Corporate Governance—Committee Charters” captions. We will provide copies of our Board committee charters upon request made in writing to us at our principal executive offices at 4225 East Windrose Drive, Suite 200, Phoenix, Arizona 85032.

The current committee membership is as follows:

Director	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Government Affairs and Public Policy Committee	Strategic Opportunities Committee
David A. Blaszkiewicz	✓	Chair
George W. Brochick	✓		✓	✓
Robert T. DeVincenzi	✓		✓		Chair
LTG (R) William J. Lennox, Jr.		✓		Chair
Linda J. Srere		✓	Chair		✓
Kenneth R. Trammell	Chair				✓
Loretta L. Sanchez				✓

Audit Committee. Messrs. Blaszkiewicz, Brochick, DeVincenzi and Trammell served as members of our Audit Committee during fiscal 2021. Our Board has determined that each member of the Audit Committee is financially literate, that Messrs. DeVincenzi and Trammell are “audit committee financial experts,” and that each member of our Audit Committee satisfies the independence requirements of the NYSE and the SEC. Our Audit Committee has the responsibility for overseeing, among other things:

• our accounting and financial reporting processes;

• the reliability of our financial statements;

• the effective evaluation and management of our financial risks;

• our compliance with laws and regulations; and

• the effective and efficient audit of our financial statements by a qualified independent registered public accounting firm.

Our Audit Committee met nine (9) times during fiscal 2021. Our Audit Committee is required by SEC rules and regulations to publish a report to stockholders concerning its activities during the prior fiscal year. Our Audit Committee’s report is set forth elsewhere in this Proxy Statement.

Compensation Committee. Messrs. Blaszkiewicz and Lennox and Ms. Srere served as members of our Compensation Committee during fiscal 2021. Our Board has determined that each of Messrs. Blaszkiewicz and Lennox and Ms. Srere satisfies the independence requirements of the NYSE. The primary responsibility of our Compensation Committee is to develop and oversee the implementation of our philosophy with respect to the compensation of our officers. In that regard, our Compensation Committee has the responsibility for, among other things:

• developing and maintaining a compensation policy and strategy that creates a direct relationship between pay levels and corporate performance and returns to stockholders;

• recommending compensation and benefit plans to our Board for approval;

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• reviewing and approving annual corporate and personal goals and objectives to serve as the basis for the Chief Executive Officer’s compensation;

• evaluating the Chief Executive Officer’s performance in light of the goals and, based on such evaluation; determining the Chief Executive Officer’s compensation;

• determining the annual total compensation for NEOs (as defined below);

• approving the grants of equity-based incentives as permitted under our equity-based compensation plans;

• reviewing and recommending to our Board compensation for our non-management directors; and

• reviewing and recommending employment agreements, severance arrangements, and change-in-control plans that provide for benefits upon a change in control, or other provisions for our executive officers and directors, to our Board.

Our Compensation Committee met eleven (11) times during fiscal 2021.

Our Board adopted a charter for our Compensation Committee that provides, among other things, that our Compensation Committee may, at its discretion, utilize consultants, counsel, or other advisers to assist our Compensation Committee in fulfilling its duties. Pursuant to its written charter, our Compensation Committee has the sole authority to retain, obtain the advice of or terminate any such consultant, counsel or other adviser, including sole authority to approve the fees and other retention terms. Our Compensation Committee has retained Pearl Meyer & Partners, LLC (“Pearl Meyer”), a national compensation consulting firm, to assist as independent compensation consultants. For additional information on the role of compensation consultants, please see “Compensation Discussion and Analysis—Role of Compensation Consultants,” which is included elsewhere in this Proxy Statement. Other than their review and analysis of officer and director compensation as discussed in this Proxy Statement, Pearl Meyer did not provide any additional services to us during the 2021 fiscal year.

Nominating and Corporate Governance Committee. Messrs. Brochick and DeVincenzi and Ms. Srere served as members of our Nominating and Corporate Governance Committee during fiscal 2021. Dr. Roderick R. Paige also served as a member of our Nominating and Corporate Governance Committee for a brief period of fiscal 2021 prior to his retirement from our Board in November 2020. Our Board has determined that each member of our Nominating and Corporate Governance Committee satisfies the independence requirements of the NYSE. Our Nominating and Corporate Governance Committee has the responsibility for, among other things:

• identifying individuals qualified to serve as directors of UTI;

• recommending qualified individuals for election to our Board at the annual meeting of stockholders;

• recommending to our Board those directors to serve on each of our Board committees;

• recommending a set of corporate governance guidelines to our Board;

• reviewing periodically our Corporate Governance Guidelines and recommending governance issues that should be considered by our Board;

• reviewing periodically our Board’s committee structure and operations and the working relationship between each committee and our Board; and

• considering, discussing and recommending ways to improve our Board’s effectiveness.

Our Nominating and Corporate Governance Committee also reviews and makes recommendations to our Board regarding the size and the composition of our Board. In addition, our Nominating and Corporate Governance Committee will review and consider properly submitted stockholder recommendations on candidates for membership on our Board as described below. In evaluating such recommendations, our Nominating and Corporate Governance Committee will use the same review criteria discussed below under “Director

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Qualifications and Review of Director Nominees.” Any stockholder recommendations proposed for consideration by our Nominating and Corporate Governance Committee must include the candidate’s name, accompanied by relevant biographical information, and must be submitted in accordance with our Bylaws to the attention of our Secretary at Universal Technical Institute, Inc., 4225 East Windrose Drive, Suite 200, Phoenix, Arizona 85032. Our Nominating and Corporate Governance Committee met five (5) times during fiscal 2021.

Government Affairs and Public Policy Committee. Messrs. Brochick and Lennox and Ms. Sanchez served as members of our Government Affairs and Public Policy Committee during fiscal 2021. Dr. Paige also served as a member of our Government Affairs and Public Policy Committee for a brief period of fiscal 2021 prior to his retirement from our Board in November 2020. Our Government Affairs and Public Policy Committee has the responsibility for, among other things:

• identifying, evaluating and reviewing legislative, regulatory, governmental and public policy matters and trends that may impact our strategic business goals, activities and performance;

• evaluating and reviewing our strategic governmental affairs and public policy mission and objectives and developing recommendations to allow us to effectively achieve strategic business goals;

• providing tactical assistance to manage and to support our governmental affairs and public policy mission and objectives and achievement of strategic business goals; and

• reviewing the policies, practices and priorities of our political action committee.

Our Government Affairs and Public Policy Committee met four (4) times during fiscal 2021.

Strategic Opportunities Committee. Messrs. DeVincenzi and Trammell and Ms. Srere served as members of our Strategic Opportunities Committee during fiscal 2021. Our Strategic Opportunities Committee has the responsibility for, among other things, analyzing and making recommendations to the Board with respect to potential strategic opportunities, including:

• entering into business combinations, acquisitions, mergers, dispositions, divestitures, joint ventures, and similar strategic transactions;

• entering into agreements for the purchase, sale, or lease of real property;

• establishing additional campus locations and offerings; and

• overseeing management’s development of a capital deployment framework.

Our Strategic Opportunities Committee met nineteen (19) times during fiscal 2021.

Director Qualifications and Review of Director Nominees

Our Nominating and Corporate Governance Committee makes recommendations to our Board regarding the size and composition of our Board. Our Nominating and Corporate Governance Committee reviews annually with our Board the composition of our Board as a whole and recommends, if necessary, measures to be taken so that our Board reflects the appropriate balance of knowledge, experience, skills, expertise, and diversity required for our Board, as a whole, and contains at least the minimum number of independent directors required by the NYSE and other applicable laws and regulations. Our Nominating and Corporate Governance Committee is responsible for ensuring the composition of our Board accurately reflects the needs of our business and, in accordance with the foregoing, proposing the addition of members and the necessary resignation of members for purposes of obtaining the appropriate members and skills.

Though neither our Board nor our Nominating and Corporate Governance Committee has a formal policy concerning diversity, our Board values diversity on our Board, believes diversity should be considered in the director identification and nominating process, and seeks to compose a Board that is holistically diverse, with a range of views, backgrounds, leadership and business experience, and that includes women and underrepresented

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minorities. Our Nominating and Corporate Governance Committee also considers the extent to which a candidate would fill a present need on our Board. In selecting director nominees, our Board seeks to monitor the mix of specific experiences, qualifications, and skills of its members in order to assure that our Board, as a whole, has the necessary tools to perform its oversight function effectively in light of UTI’s business and structure.

To fulfill its responsibility to recruit and recommend to the full Board nominees for election as directors, our Nominating and Corporate Governance Committee reviews the composition of our Board to determine the qualifications and areas of expertise needed to further enhance the composition of our Board and works to attract candidates with those qualifications. In evaluating a director candidate, our Nominating and Corporate Governance Committee considers factors that are in the best interests of the Company and its stockholders, including the knowledge, experience, and integrity of each candidate; the potential contribution of each candidate to the diversity of backgrounds, experience, and competencies which our Board desires to have represented; each candidate’s ability to devote sufficient time and effort to his or her duties as a director; and any other criteria established by our Board and any core competencies or technical expertise necessary to staff committees of our Board. Director candidates must have a background and experience in areas important to our operations, such as business, education, marketing, finance, government, or law, and should be individuals of high integrity and independence with substantial accomplishments. Our Nominating and Corporate Governance Committee does not assign specific weights to any particular criteria. Rather, our Board believes that the backgrounds and qualifications of the directors, considered as a group, should provide a composite mix of experience, knowledge, and abilities that will allow our Board to fulfill its responsibilities. In connection with each director nomination recommendation, our Nominating and Corporate Governance Committee considers the issue of continuing director tenure and whether our Board will be exposed to new ideas and viewpoints and will maintain willingness to critically examine the status quo.

In connection with director nominations, our Nominating and Corporate Governance Committee also considers each nominee’s ability to (i) assist with our business strategy, (ii) oversee our efforts in complying with the disclosure requirements of the SEC and the NYSE, (iii) assist in improving our internal controls and disclosure controls, and (iv) oversee our corporate governance and leadership structure.

Our Nominating and Corporate Governance Committee will consider nominees recommended by stockholders for election to our Board, provided the names of such nominees, accompanied by relevant biographical information, are submitted in accordance with our Bylaws. Pursuant to our Bylaws, a stockholder may nominate a person for election to our Board by making timely notice in proper written form to our Secretary. To be timely, a stockholder’s notice must be delivered to or mailed to and received by our Secretary at the principal executive offices of the Company at 4225 East Windrose Drive, Suite 200, Phoenix, Arizona 85032, not less than 90 days nor more than 120 days in advance of the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that (i) no annual meeting was held in the previous year or (ii) the date of the annual meeting has been changed by more than 30 days from the date of the previous year’s meeting, or (iii) in the event of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which notice of the date of the meeting was mailed or public disclosure of the date of the meeting was made, whichever occurs first. To be in proper written form, such stockholder’s notice to our Secretary shall set forth in writing (a) as to each person whom such stockholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, such person’s written consent to being named in the proxy statement as a nominee and to serving as director if elected, as well as (i) such person’s name, age, business address, and residence address, (ii) his or her principal occupation or employment, (iii) the class and number of shares of the Company that are beneficially owned by such person, (iv) a statement as to whether such person, if elected, intends to tender, promptly following such person’s failure to receive the required vote for re-election at the next meeting which such person would face re-election, an irrevocable resignation effective upon acceptance of such resignation by our Board, in accordance with our Corporate Governance Guidelines, and (v) a description of all

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arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder; and (b) as to such stockholder (i) the name and address, as they appear on the Company’s books, of such stockholder and the beneficial owner, if any, on whose behalf the nomination is made, (ii) the class and number of shares of the Company which are beneficially owned by such stockholder and the beneficial owner, if any, on whose behalf the nomination is made, and any material interest of such stockholder and owner, and (iii) a description of any agreement, arrangement, or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice to our Secretary by, or on behalf of, the stockholder or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk, or benefit of share price changes for, or increase or decrease the voting power of the stockholder or any of its affiliates or associates with respect to shares of stock of the Company, and a representation that the stockholder will notify us in writing within five (5) business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting.

Board Attendance at Annual Stockholder Meetings

Although we do not have a formal policy regarding attendance by members of our Board at annual meetings of stockholders, we expect that our directors will participate in our meetings, absent a valid reason for not doing so. All of our directors then serving on our Board attended the 2021 annual meeting of stockholders.

Virtual Stockholder Meeting

We will conduct the Annual Meeting on March 4, 2022 as a “virtual meeting,” allowing our stockholders to join remotely from anywhere with an Internet connection or access to a telephone. Our virtual meeting platform empowers stockholders to submit questions to our Board and management team, who are then able to thoughtfully review and respond to those questions in an organized manner. Virtual stockholder meetings also offer other benefits. We avoid the time, effort, and elevated expenses of organizing physical meetings which historically have been attended by only a few stockholders; our stockholders who wish to attend our annual meeting do not need to incur travel and other costs to do so; and we reduce the environmental impact our annual meetings have by cutting transport and related carbon emissions, paper materials, and other negative impacts necessarily a part of a physical meeting. Our virtual meeting platform also allows us to better track attendance and more easily verify the identity of our stockholders. We believe these factors allow us to conduct our annual meetings in a manner that is more meaningful to us and our stockholders.

We remain very sensitive to concerns regarding virtual meetings generally from investor advisory groups and other stockholder rights advocates, who have suggested that virtual meetings may diminish stockholder voice or reduce accountability. Accordingly, we employ a virtual format that is designed to enhance, rather than constrain, stockholder access, participation, and communication. For example, the virtual format allows stockholders to communicate with us during the meeting so they can ask questions of our Board or management. During the question-and-answer session of the meeting, we will answer questions as time permits and at the discretion of our Chairman. The live webcast is available only to stockholders of record as of January 7, 2022. We believe the virtual format is beneficial and appropriate in the context of our broader direct outreach program and given our geographic location, which is far removed from the offices of our principal investors.

Communication with our Board

Stockholders and other interested parties may communicate with the Chairman of our Board, the directors as a group, the non-management directors as a group, or an individual director directly by submitting a letter addressed to the named individual, the committee, the group, or our Board as a whole c/o Christopher E. Kevane, Senior Vice President, Chief Legal Officer, at Universal Technical Institute, Inc., 4225 East Windrose Drive, Suite 200, Phoenix, Arizona 85032.

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Code of Conduct; Corporate Governance Guidelines

We have a Code of Conduct (including a Supplemental Code of Ethics for the Chief Executive Officer and Senior Financial Officers) (collectively, the “Code of Conduct”) that applies to all of our employees, including our principal executive officer, principal financial officer, and principal accounting officer. This Code of Conduct is posted on our website at www.uti.edu under the “Investor Relations—Corporate Governance—Code of Conduct” captions.

We will provide a copy of the Code of Conduct upon request made by writing to us at our principal executive offices at 4225 East Windrose Drive, Suite 200, Phoenix, Arizona 85032.

As indicated elsewhere in this Proxy Statement, our Board has adopted Corporate Governance Guidelines, which are posted on our website at www.uti.edu under the “Investor Relations—Corporate Governance—Board of Directors” captions. We will provide a copy of the Corporate Governance Guidelines upon request made by writing to us at our principal executive offices at 4225 East Windrose Drive, Suite 200, Phoenix, Arizona 85032.

Diverse Board and Management Team

Both the Board of Directors and the Company have long acted to foster a diverse and vibrant workplace, as we believe that we must have the best talent, including individuals who possess a broad range of experiences, backgrounds and skills that enable us to anticipate and meet the needs of our business. Over time, we have hired, developed and retained a diverse workforce that is a key component in our success.

Our ability to attract, develop and retain diverse talent is reflected at both the board and management levels:

• Board of Directors. Our ten-person Board of Directors includes three women, one of whom was formerly our chief executive officer and one of whom is ethnically diverse. Our recent appointee to the Board of Directors was an ethnically diverse woman and, as noted above, we actively seek diverse candidates when filling board positions.

• Senior management: Of our nine executive officers, women currently hold the positions of Senior Vice President, Chief Information Officer and Senior Vice President, Chief Human Resources Officer.

The Board of Directors believes that a diverse Board and management team are an important part of the Company’s culture.

Family Relationships.

There are no family relationships among any of our directors and executive officers, except that Mr. Sherrell E. Smith, our Executive Vice President, Campus Operations and Services, is married to Lori B. Smith, our Senior Vice President, Chief Information Officer.

Stockholder Authority to Amend Certificate of Incorporation and Bylaws

At our 2021 annual meeting of stockholders, a supermajority of our stockholders approved an amendment to our certificate of incorporation, and our Board subsequently approved a conforming amendment to our bylaws, that allows stockholders to amend the Company’s certificate of incorporation and bylaws, as applicable, upon the affirmative vote of the holders of fifty percent (50%) or more of the shares of the then outstanding voting stock of the Company entitled to vote generally in the election of directors, voting together as a single class, pursuant to a binding proposal submitted for approval at a duly called annual meeting or special meeting of stockholders.

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Compensation of Non-Management Directors

Effective as of January 1, 2021, the annual cash retainer for our non-management directors was increased from $35,000 to $50,000. Each non-management director also receives an annual award under our 2021 Equity Incentive Plan (the “2021 Plan”), of shares of common stock equal to approximately $75,000 on the date of grant. In addition, each non-management director also receives reimbursement for out-of-pocket expenses, including travel expenses on commercial flights or the equivalent cost of advance purchase first class commercial travel for non-management directors utilizing private aircraft. Upon election or appointment to our Board, our new non-management directors receive an award of shares of common stock equal to the annual award amount, pro-rated from the date of election or appointment. Effective from the date of her retirement on November 1, 2019 as our President and Chief Executive Officer, Ms. McWaters will not receive any remuneration for service on our Board for a period of three years, except for reimbursement of out-of-pocket expenses.

In fiscal 2021, the non-executive Chairman of the Board received an additional annual cash retainer of $100,000. The lead director, if any, would receive an additional annual retainer of $20,000. The chairperson of our Nominating and Corporate Governance Committee received an additional annual cash retainer of $12,000, the chairperson of our Compensation Committee received an additional annual cash retainer of $15,000, the chairperson of our Government Affairs and Public Policy Committee received an additional annual cash retainer of $25,000 and the chairperson of our Strategic Opportunities Committee received an additional annual cash retainer of $25,000. Effective as of January 1, 2021, the additional annual cash retainer for the chairperson of our Audit Committee was increased from $20,000 to $25,000. The non-chairperson directors serving on our Compensation Committee and our Nominating and Corporate Governance Committee each received an additional annual cash retainer of $6,000. The non-chairperson directors serving on our Audit Committee and our Government Affairs and Public Policy Committee each received an additional annual cash retainer of $8,000. Effective June 1, 2021, the additional annual cash retainer for the non-chairperson directors serving on our Strategic Opportunities Committee was increased from $10,000 to $15,000. No director received additional compensation for meeting attendance. Directors who are also officers do not receive any separate compensation for serving as directors.

Our non-management directors are also eligible to participate in a nonqualified deferred compensation plan (our “Nonqualified Deferred Compensation Plan”). We offer our Nonqualified Deferred Compensation Plan to allow directors to set aside a portion of their income for retirement on a pre-tax basis. A non-management director may defer up to 100% of cash Board compensation earned in the calendar year. Our Nonqualified Deferred Compensation Plan is more fully discussed in the “Compensation Discussion and Analysis” section included elsewhere in this Proxy Statement.

The following table sets forth a summary of the compensation we paid to our non-management directors in fiscal 2021.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		All Other Compensation ($)		Total ($)
David A. Blaszkiewicz		69,250		75,000		—		144,250
George W. Brochick		68,250		75,000		—		143,250
Loretta L. Sanchez(2)		23,684		60,827		—		84,511
Robert T. DeVincenzi		183,000		75,000		—		258,000
LTG (R) William J. Lennox, Jr.		77,250		75,000		—		152,250
Kimberly McWaters(3)		—		—		—		—
Christopher S. Shackelton(4)		46,250		—		75,000		121,250
Linda J. Srere		73,417		75,000		—		148,417
Kenneth R. Trammell		79,167		75,000		—		154,167

(1) Represents the aggregate grant date fair value of awards issued under the 2021 Plan computed in accordance with Accounting Standards Codification issued by the Financial Accounting Standards Board, Topic 718

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(“ASC Topic 718”). The annual grant was based on 11,905 shares for Mr. Blaszkiewicz, General Lennox, Mr. Brochick, Ms. Srere, Mr. Trammell, and for Mr. DeVincenzi at the closing price on February 24, 2021 of $6.30 per share. Ms. Sanchez’s annual grant was prorated and based upon 10,862 shares at the closing price on May 4, 2021 of $5.60 per share.

(2) Ms. Sanchez was appointed to our Board in May 2021. Ms. Sanchez received a pro rata portion of the 2021 annual equity grant and Board and committee retainers based upon the date of her appointment.

(3) Effective from the date of her retirement as our President and Chief Executive Officer on November 1, 2019, Ms. McWaters will not receive any remuneration for service on our Board for a period of three years, except for reimbursement of out-of-pocket expenses.

(4) Pursuant to CCM’s company policy, Mr. Shackelton may not personally benefit from compensation he receives for serving as a director of any company in which funds or accounts managed by CCM hold an equity interest. Mr. Shackelton has agreed that such compensation shall inure to the benefit of Coliseum Capital Partners, L.P. (“CCP”), an investment limited partnership of which Coliseum Capital, LLC (“CC”) is general partner and for which CCM serves as an investment advisor. Further, we have agreed with Mr. Shackelton to provide such compensation in cash to avoid the complexity and expense of unregistered equity issuances as well as to avoid potential accumulations of common stock by CCM and its affiliates.

Indemnification. We indemnify our directors and officers to the fullest extent permitted by law so that they will be free from undue concern about personal liability by reason of their service to us. We have also entered into indemnification agreements with our directors, contractually obligating us to provide this indemnification to them.

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PROPOSAL 2

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has selected Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm to perform an integrated audit of our financial statements for the year ending September 30, 2022 and of our internal control over financial reporting as of September 30, 2022. In taking this action, our Audit Committee considered Deloitte’s independence with respect to the services to be performed and other factors that our Audit Committee and our Board believe are advisable and in the best interest of our stockholders. As a matter of good corporate governance, our Audit Committee has decided to submit its selection to our stockholders for ratification. In the event that our selection of Deloitte is not ratified by a majority vote of the shares of capital stock present or represented at the Annual Meeting, it will be considered as a direction to our Audit Committee to consider the selection of a different firm.

Audit Fees and Audit-Related Fees

As more fully described below, all services provided by Deloitte as our independent registered public accounting firm are pre-approved by our Audit Committee, including audit services, audit-related services, tax services and certain other services.

The following table sets forth the aggregate fees paid by us to Deloitte for professional services rendered in connection with the audit of our consolidated financial statements for fiscal 2021 and 2020:

	2021		2020
Audit Fees	$	1,102,362	$	1,075,850
Audit-Related Fees		—		67,650
Tax Fees		49,233		42,595
All Other Fees		1,895		3,790
Total	$	1,153,490	$	1,189,885

Our Audit Committee has determined that the provision of services to us described in the foregoing table was compatible with maintaining Deloitte’s independence. All (100%) of the services described in the foregoing table with respect to us and our subsidiaries were approved by our Audit Committee in conformity with our pre-approval policy (as described below).

Audit Fees. Audit fees for the fiscal years ended September 30, 2021 and 2020 related primarily to services rendered for the integrated audit of the consolidated financial statements and internal control over financial reporting included in our Annual Reports on Form 10-K and for the limited reviews of the financial information included in our Quarterly Reports on Form 10-Q.

Audit-Related Fees. Audit-related fees for the fiscal year ended September 30, 2020 related primarily to work performed by Deloitte for services in connection with a primary offering and a resale offering of our common stock.

Tax Fees. Tax fees for the fiscal years ended September 30, 2021 and 2020 related primarily to income tax compliance services, including technical and tax advice related to the review of tax returns.

All Other Fees. This amount also includes an annual subscription for access to Deloitte’s online database of accounting guidance issued by various standard-setting bodies in 2021 and 2020.

It is expected that representatives of Deloitte will be present at the Annual Meeting, will have the opportunity to make a statement if they desire and will be available to respond to any appropriate questions from stockholders.

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Audit Committee Pre-Approval Procedures for Services Provided by our Independent Registered Public Accounting Firm

Pre-Approval of Audit Services. Our Audit Committee meets with representatives from Deloitte prior to the audit to review the planning and staffing of the audit and approve the services to be provided by Deloitte in connection with the audit.

Pre-Approval of Non-Audit Services. Our Audit Committee reviews and approves in advance the retention of Deloitte for any non-audit service that is not prohibited by the Sarbanes-Oxley Act of 2002 (“SOX”), provided, however, that:

(a) permitted non-audit services that account for less than $10,000 shall be deemed to be pre-approved, and

(b) as permitted by Section 302 of SOX, such pre-approval is waived and shall not be required with respect to non-audit services:

(i) that account, in the aggregate, for less than 5% of the total fees paid by us to our independent registered public accounting firm during the fiscal year in which such non-audit services are provided;

(ii) that we did not recognize as “non-audit” services at the time of the engagement; and

(iii) that are promptly brought to the attention of, and approved by, our Audit Committee before the completion of the audit (and such approval may be given by our Audit Committee or any member of our Audit Committee).

Our Audit Committee may delegate to any one of its members the authority to grant pre-approval of any permitted non-audit services that account for between $10,000 and $20,000 (and except as otherwise provided in a resolution of our Audit Committee adopted hereafter, our Audit Committee shall be deemed to have delegated such authority, such that any one member of our Audit Committee shall have the authority to grant pre-approval of any permitted non-audit services within such dollar limits). The pre-approval of any non-audit services pursuant to delegated authority or deemed approval shall be reported to our full Audit Committee at its next scheduled meeting. Approval of non-audit services to be performed by our independent registered public accounting firm pursuant to clause (b) above will be disclosed by us as required pursuant to Section 202 of SOX in the applicable reports filed with the SEC.

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2022.

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AUDIT COMMITTEE REPORT FOR THE YEAR ENDED SEPTEMBER 30, 2021

The Audit Committee operates under a written charter adopted by the Board of Directors that outlines its responsibilities and the practices it follows. The Audit Committee charter is available on the Company’s website at www.uti.edu under the “Investor Relations—Corporate Governance—Committee Charters” captions and is available in print to any stockholder who requests copies by contacting Christopher E. Kevane, Senior Vice President, Chief Legal Officer, at Universal Technical Institute, Inc., 4225 East Windrose Drive, Suite 200, Phoenix, Arizona 85032. The Audit Committee is currently composed of four independent directors who meet the independence and financial literacy requirements of the NYSE and additional, heightened independence criteria applicable to members of the Audit Committee under SEC and NYSE rules. The Board has designated each of Robert T. DeVincenzi and Kenneth R. Trammell as “audit committee financial experts.”

Primary Responsibilities of the Audit Committee

The Audit Committee represents and assists the Board in fulfilling its oversight responsibility relating to the integrity of the Company’s financial statements and the financial reporting process, the systems of internal accounting and financial controls, the internal audit function and the annual independent audit of the Company’s financial statements. The Audit Committee oversees the Company’s compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence, the performance of the Company’s internal audit function and the independent auditors, and the Company’s ethical compliance programs, including the Company’s Code of Conduct. The Audit Committee’s process includes meeting periodically with members of management and receiving reports on enterprise risk management, including management’s assessment of risk exposures (including risks related to liquidity, credit, operations and regulatory compliance, among others), and the processes in place to monitor and control such exposures.

During fiscal 2021, among other things, the Audit Committee:

• Engaged Deloitte as our independent auditors;

• Evaluated the tenure of the independent audit firm;

• Met with the senior members of the Company’s financial management team at each regularly scheduled meeting;

• Held separate private sessions, during its regularly scheduled meetings, with Deloitte and our internal audit team, at which candid discussions regarding financial management, legal, accounting, auditing, internal control and internal control audit issues took place;

• Received periodic updates on management’s process to assess the adequacy of the Company’s system of internal control over financial reporting, the framework used to make the assessment and management’s conclusions on the effectiveness of the Company’s internal control over financial reporting;

• Reviewed the Company’s internal audit plan and the performance of the Company’s internal audit function;

• Reviewed with senior members of the Company’s financial management team, Deloitte, the overall audit scope and plans, the results of internal and external audits, evaluations by management and the independent auditors of the Company’s internal controls over financial reporting and the quality of the Company’s financial reporting; and

• Reviewed with management and Deloitte significant risks and exposures identified by management and the overall adequacy and effectiveness of the Company’s legal, regulatory and ethical compliance programs, including the Company’s Code of Conduct and cybersecurity programs.

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2021 Financial Statements

One of the Audit Committee’s primary responsibilities is to assist the Board in overseeing the Company’s management and independent registered public accounting firm in regard to the Company’s financial reporting and internal controls over financial reporting. In performing this oversight function, the Audit Committee relied upon advice and information received in its discussions with management and the independent registered public accounting firm.

In connection with its function to oversee and monitor the Company’s financial reporting process, the Audit Committee:

• Met with management and the Company’s independent registered public accounting firm to review and discuss the Company’s annual and quarterly financial statements, including the disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, any material changes in accounting policies used in preparing the financial statements prior to the filing of a report on Form 10-K or Form 10-Q with the SEC, and the items required to be discussed by AU Section 380, Communication with Audit Committees (“AU 380”), with respect to annual financial statements, and AU Section 722, Interim Financial Information, with respect to quarterly financial statements.

• Met and held discussions with management and the independent registered public accounting firm regarding the fair and complete presentation of the Company’s financial statements, management’s assessment of the Company’s internal control over financial reporting and the significant accounting policies applied by management in the preparation of the Company’s financial statements, as well as any alternative accounting policies. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed by AU 380.

• Discussed with Deloitte, the Company’s independent registered public accounting firm, the matters required to be discussed by Auditing Standard No. 1301 (formerly Auditing Standard No. 61), Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”).

• Received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee concerning independence, discussed with Deloitte its independence from the Company and its management, considered whether Deloitte’s provision of permitted non-audit services to the Company is compatible with its independence, and concluded that Deloitte is independent from the Company and its management.

• Discussed with Deloitte the overall scope and plans for its audit, and met with Deloitte, with and without management present, to discuss the results of its audit, the evaluation of the Company’s internal controls, the overall quality of the Company’s financial reporting and other matters required to be discussed by AU 380.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021, for filing with the SEC.

This report has been furnished by the members of the Audit Committee of the Board.

The Audit Committee:

Kenneth R. Trammell (Chair)

David A. Blaszkiewicz

George W. Brochick

Robert T. DeVincenzi

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EQUITY COMPENSATION PLAN INFORMATION

We currently maintain the 2021 Plan pursuant to which we may grant equity awards to eligible persons. We maintained the Management 2002 Stock Option Program (the “2002 Plan”) and the 2003 Incentive Compensation Plan, as amended (the “2003 Plan,” and together with the 2002 Plan, the “Prior Plans), each of which were terminated on February 24, 2021 (the “Prior Plans Termination Date”) and we may not make any further grants under the Prior Plans after the Prior Plans Termination Date.

2021 Plan. The 2021 Plan was adopted by our Board, approved by our stockholders, and initially effective in February 2021. The 2021 Plan provides a maximum issuance of 4,164,221 shares of common stock (which number includes 2,164,221 shares of common stock that remained available under the Prior Plans as of the Prior Plans Termination Date). Under the 2021 Plan, as of September 30, 2021, 210,000 shares were reserved for issuance upon exercise of outstanding options and 1,190,833 shares were reserved for issuance upon vesting of outstanding restricted stock units and performance share units. As of September 30, 2021, 2,616,294 shares remained available for future grants under the 2021 Plan.

The 2021 Plan provides for a variety of equity and cash-based awards as a tool for us to attract, retain, motivate, and reward executives and other employees, as well as non-employee directors; to provide for equitable and competitive compensation opportunities, including deferral opportunities, to encourage long-term service; to recognize individual contributions and reward achievement of our goals; and promote the creation of long-term value for stockholders by closely aligning the interests of participants with those of stockholders. The 2021 Plan is administered by our Compensation Committee.

The following table summarizes our equity compensation plan information as of September 30, 2021. Information is included for both equity compensation plans approved by our stockholders and equity plans not approved by our stockholders.

Plan Category	Common Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)		Common Shares Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Shares Reflected in Column (a) (c)
Equity compensation plans approved by UTI stockholders		210,000	$	3.14		2,616,294
Equity compensation plans not approved by UTI stockholders		—		—		—
Totals		210,000	$	3.14		2,616,294

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EXECUTIVE OFFICERS

The biographical information with respect to each of our executive officers as of the date of this Proxy Statement is set forth below, except Mr. Grant, our Chief Executive Officer. Mr. Grant also serves as a director on our Board and his biographical information is set forth above in the section titled “Proposal No. 1—Election of Directors—Continuing Directors.”

Name	Age		Position
Jerome A. Grant		58	Chief Executive Officer
Troy R. Anderson		54	Executive Vice President and Chief Financial Officer
Sherrell E. Smith		58	Executive Vice President, Campus Operations & Services
Todd A. Hitchcock		56	Senior Vice President, Chief Strategy and Transformation Officer
Eric A. Severson		57	Senior Vice President, Admissions
Lori B. Smith		55	Senior Vice President, Chief Information Officer
Christopher E. Kevane		48	Senior Vice President, Chief Legal Officer
Bart H. Fesperman		53	Senior Vice President, Chief Commercial Officer
Sonia C. Mason		43	Senior Vice President, Chief Human Resources Officer

Troy R. Anderson, age 54, has served as our Executive Vice President and Chief Financial Officer since September 2019. Mr. Anderson has more than 25 years of experience in financial strategy and leadership and has held senior-level roles with leading companies in the services and technology sectors. Most recently, he was Vice President, Global Finance and Corporate Controller for Conduent, Inc., and prior to that served in several financial roles for Xerox, Inc. including Senior Vice President and Chief Financial Officer for its Public Sector Industry Group and Director of Investor Relations. Mr. Anderson received Bachelor of Science degrees in Accounting, Business Administration and Finance from Salisbury University and a Master of Business Administration degree from the University of Maryland.

Sherrell E. Smith, age 58, has served as our Executive Vice President of Campus Operations & Services since April 2018. He served as Executive Vice President of Admissions and Operations from 2015 to 2018, and Senior Vice President, Operations from 2012 to 2015. During his previous tenure with us, from 1986 to 2009, Mr. Smith held several positions, including Campus President, Regional Vice President of Operations, Senior Vice President of Operations and Education, and Executive Vice President of Operations. Prior to his return to UTI, he advised a private equity firm on acquisition opportunities in the education field and served as the Chief Executive Officer of the American Institute of Technology. Mr. Smith received a Bachelor of Science degree in Management from Arizona State University. Mr. Smith is the spouse of Lori B. Smith, our Senior Vice President, Chief Information Officer.

Todd A. Hitchcock, age 56, has served as our Senior Vice President – Chief Strategy and Transformation Officer since January 2020. In addition to leading the development of Corporate Strategy, Mr. Hitchcock also oversees the Transformation Office, Corporate Development, and Corporate Affairs. Mr. Hitchcock has more than 20 years of leadership experience in the education sector, has served as President of Red Leaf Advising, a higher education consulting company, and advised UTI as a consultant for more than two years before joining the Company in 2020. Prior to that, Mr. Hitchcock served as Chief Operating Officer of Pearson Embanet, as Senior Vice President for Pearson Learning Solutions, and as Vice President of Florida Virtual School’s Global Services division. Mr. Hitchcock received a Bachelor of Business Administration from the University of New Brunswick, a Bachelor of Education degree from the University of New Brunswick, and Academic Administration Credentials from the University of Toronto and York University. Mr. Hitchcock has served on the Board of Directors of both the United States Distance Learning Association (USDLA) and The International Association for K-12 Online Learning (iNACOL).

Eric A. Severson, age 57, has served as our Senior Vice President of Admissions since July 2018. Prior to his current role, he spent more than 20 years with Pearson, the market leader in developing tools, content, technology products and services for the education industry, most recently as Executive Vice President, Higher

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Education Sales. In that role, he directed a sales force of more than 800 representatives, expanded Pearson’s presence in key markets, and drove meaningful increases in revenue and market share. Mr. Severson has held a number of other senior leadership roles with Pearson and, prior to that, led sales teams with educational publisher, Prentice Hall. Mr. Severson received a Bachelor of Arts degree from St. Olaf College in Northfield, Minnesota.

Lori B. Smith, age 55, has served as our Senior Vice President – Chief Information Officer since January 2020. She has been with UTI for 28 years and has held a number of leadership positions across several functional areas. She most recently served as Vice President, Business Intelligence and Compliance from 2016 to 2020. Ms. Smith has also served as Controller, Vice President of Student Services and Vice President of Financial Aid/Student Services. Ms. Smith received a Bachelor of Business Administration degree from Black Hills State University. Ms. Smith is the spouse of Sherrell E. Smith, our Executive Vice President, Campus Operations and Services.

Christopher E. Kevane, age 48, has served as our Senior Vice President and Chief Legal Officer since March 2020. Mr. Kevane has more than 20 years of legal and executive experience, representing both publicly traded and private equity-backed organizations. Prior to joining UTI, he was Chief Legal Officer for Centauri Health Solutions, one of Inc. Magazine’s fastest growing private healthcare IT services companies. In addition, he has served as the senior legal officer for Rural/Metro Corporation and practiced with the international law firm of Squire Patton Boggs, focusing on capital markets initiatives. Mr. Kevane received a Bachelor of Science degree in Finance and a Juris Doctor degree from Arizona State University.

Bart H. Fesperman, age 53, has served as our Senior Vice President and Chief Commercial Officer since August 2020. He has more than 25 years of experience in designing and leading large-scale, direct sales and marketing programs, and has helped drive significant growth and profitability for a variety of B2C brands. Most recently, he served as Chief Commercial Officer for International Cruise & Excursions, Inc., where he led sales, marketing, account operations, and product and business development for more than 50 of the company’s global clients, including brands as American Express, USAA, and Marriott. Mr. Fesperman received a Bachelor of Science degree in Industrial Engineering from the University of Missouri.

Sonia C. Mason, age 43, has served as our Senior Vice President and Chief Human Resources Officer since July 2020. She brings to the role more than 20 years of experience in human resources, benefits, employee and labor relations management, and has held leadership roles in the retail, manufacturing, restaurant, and healthcare sectors. Most recently, she led the Human Resources function for Mesa Airlines, a regional airline. Ms. Mason received a Bachelor of Arts degree in Business Management from University of Phoenix, and is certified as a Senior Professional in Human Resources (SPHR) by the Human Resources Certification Institute.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) explains the executive compensation program for our Named Executive Officers (“NEOs”) listed below. Specifically, this CD&A provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program and each compensation component that we provide. In addition, we explain how and why our Compensation Committee arrived at the specific compensation decisions for our executive officers for fiscal 2021.

Executive Summary

2021 Named Executive Officers:

2021 NAMED EXECUTIVE OFFICERS	Position (as of the end of fiscal 2021)
Jerome A. Grant	Chief Executive Officer (“CEO”)
Troy R. Anderson	Executive Vice President Chief Financial Officer
Sherrell E. Smith	Executive Vice President Campus Operations and Services
Lori B. Smith	Senior Vice President Chief Information & Technology Officer
Todd A. Hitchcock	Senior Vice President Chief Strategy and Transformation Officer

Fiscal 2021 Business Highlights

We enroll students throughout the year, and courses start every three to six weeks. For the year ended September 30, 2021, our average number of undergraduate full-time active students was 11,489, representing an increase of approximately 9.8% as compared to 10,462 for the year ended September 30, 2020. At September 30, 2021, our end of period number of undergraduate full-time active students was 13,682, an increase of 9.2% from our ending full-time enrollment of 12,524 at September 30, 2020.

Our revenues for the year ended September 30, 2021 were $335.1 million, an increase of $34.3 million, or 11.4%, from the prior year. The increase in revenue was due to growth in students, increased revenue per student, and the impact of the COVID-19 pandemic in the prior year, which resulted in more students being on leave of absence and the suspension of operations at our campuses for a period of time in fiscal 2020. All of our campuses were fully operational during fiscal 2021, and as of September 30, 2021, all students were attending in person for labs at our campuses with less than 1% of students with catch-up lab work outstanding. As a result, there was no deferred revenue related to the impact of COVID-19 as of September 30, 2021, while we had $6.1 million of deferred revenue as of September 30, 2020. In fiscal 2021, we had operating income of $14.9 million, as compared to an operating loss of $3.9 million in the prior year. Our operating expenses for fiscal 2021 increased 5.1% as compared to the prior year primarily due to support activities related to the increase in student enrollment. Productivity improvements and proactive cost actions have been a key part of our operating model for the past several years, and we continue to identify and execute on efficiency opportunities throughout our cost structure, while improving and investing in the overall student experience. Net income for the year ended September 30, 2021 was $14.6 million, compared to net income of $8.0 million in the prior year. The prior period included a $10.7 million tax benefit resulting from the application of revised net operating loss carryback regulations from the CARES Act.

During the year ended September 30, 2021, we executed the following as part of our growth and diversification strategy:

• We entered into a definitive agreement to acquire MIAT College of Technology (“MIAT”) from HCP & Company. MIAT served approximately 1,200 students as of September 30, 2021 through its

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campuses in Canton, Michigan and Houston, Texas. The company offers vocational and technical certificates as well as associates degrees in fields with robust and growing demand for skilled technical workers, including aviation maintenance, energy technology, wind power, robotics and automation, non-destructive testing, HVACR, and welding. The acquisition will enable us to further expand our program offerings into growing industry sectors and rapidly expanding fields likely to be bolstered by technological innovation and the country’s focus on sustainable energy. The transaction closed on November 1, 2021.

• Announced and began execution on our plans to open two additional campus locations during fiscal 2022 in Austin, Texas and Miramar, Florida.

• Announced the expansion of our welding technology program to our Bloomfield, New Jersey campus (launched in July 2021), to our Mooresville, North Carolina campus (in January 2022), and plans to launch a ninth welding program later in fiscal 2022.

• Launched or expanded the following MSAT programs:

• The Fendt^® Technician Academy, a new program with AGCO Corporation, a global leader in the design, manufacture and distribution of agricultural machinery and solutions, at our Lisle, Illinois campus.

• The Daimler Trucks North America Finish First program to our Orlando, Florida campus.

• Transition of BMW to the Fast Track program our Avondale, Arizona and Orlando, Florida campuses, with Long Beach, California launching in May 2022 and three additional locations launching by the end of fiscal 2022.

• Launched or expanded the following military base MSAT programs:

• Premier Truck Group Technician Skills Program, a first-of-its-kind diesel-commercial vehicle technician career skills program, for service members at Fort Bliss, a U.S. Army post in El Paso, Texas.

• BMW Military Service Technician Education Program at Fort Bragg, a U.S. Army post near Fayetteville, North Carolina.

• Purchased our Avondale, Arizona campus at the end of December 2020, for approximately $45.2 million, including closing costs and other fees, with the intention of consolidating our MMI Phoenix, Arizona campus into the same location by the end of fiscal 2022. During May 2021, we completed the financing of our Avondale, Arizona campus which replenished approximately $31.2 million of the funds used to purchase the campus.

• Announced the future consolidation and reconfiguration of the UTI and MMI Orlando, Florida campus facilities into one site which is currently scheduled for completion by the end of the second quarter of 2022.

Key Elements of 2021 Compensation

The primary elements of NEO “target total direct compensation” during fiscal 2021 consisted of base salary, annual incentive awards and long-term incentive compensation.

Each of these elements is an important component of our executive compensation program because they help to attract and retain talent, tie the interests of our executives to the interests of our stockholders and reward contributions to our long-term success and the achievement of our mission and key business objectives. A general overview of our 2021 executive compensation program is presented below.

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	2021
Compensation Element	Form	Compensation Committee Decisions
Base Salary	Cash	None of our NEOs received base salary increases for fiscal 2021, except for Ms. Smith, who received a merit increase of 2.26%.
Annual Incentive Awards	Cash	Based on performance results, our Compensation Committee approved a 120% of target payout of 2021 annual incentive awards.
Long-Term Incentive Compensation	Equity	In December 2020, our Compensation Committee approved long-term incentive awards granted on December 10, 2020 (“FY 2021 Grants”) using a mix of 50% performance units and 50% restricted stock units (“RSUs”).

CEO Compensation at a Glance

We believe that the success of our business and resulting value creation for our stockholders is largely dependent on a stable management team led by an individual with the vision to provide long-term strategic leadership. Accordingly, the compensation package of our CEO is generally designed to support this belief while, at the same time, fulfilling our overall compensation objectives, including rewarding sustainable growth as reflected by our financial performance and favorable student outcomes, effective cost management and consistent operational excellence. For fiscal 2021, to support our focus on returning to profitability, the compensation package for our CEO:

• Provided for eligibility to earn annual cash awards based on the achievement of specific performance goals for the fiscal year under our 2021 Management Incentive Plan.

• Reinforced the alignment of our CEO’s interests with those of our stockholders by linking his long-term incentive compensation opportunity to stockholder value through the grant of long-term incentive awards using a mix of RSU awards and performance units granted in December 2020. Performance unit and performance cash awards are based on achievement of specified goals. For further details on our long-term incentive plan, see “Compensation Elements—Long-Term Compensation” below.

Say on Pay Votes

We hold stockholder advisory votes required by Section 14A of the Exchange Act (“Say on Pay votes”) on the compensation of our NEOs every three years, the most recent of which occurred at our annual meeting in 2020. Our 2020 Say on Pay proposal received overwhelming support, achieving 99% approval, excluding broker non-votes. Our Compensation Committee considers the results of our Say on Pay votes, together with the other factors discussed in this CD&A, as it considers appropriate when it reviews and modifies our compensation program and the compensation packages provided to our NEOs.

2021 Executive Compensation Policies and Practices

We endeavor to maintain sound compensation standards consistent with our executive compensation policies and practices. Our Compensation Committee evaluates our executive compensation program on an ongoing basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following policies and practices were in effect during fiscal 2021:

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What We Do		How We Do It
We Place a Heavy Emphasis on Variable (“at-risk”) Compensation		We have a substantial majority of executive pay at risk, based on a mix of absolute and relative financial and stock price performance.
Cap on Annual Incentive Award Compensation		The annual management incentive plan provides that a maximum bonus opportunity of 150% of each individual’s target could be achieved for achieving superior results, and a minimum bonus opportunity of 0% below the threshold performance level.
We Impose a “Clawback Policy”		In addition, we can recover equity awards made to an employee in cases where we have to prepare an accounting restatement due to our material noncompliance with financial reporting requirements and the restatement is the result of misconduct that resulted from the employee knowingly having engaged in that misconduct, the employee’s gross negligence, or the employee knowingly or through gross negligence having failed to prevent such misconduct.
We Compel Stock Ownership Guidelines		Each of our executives is expected to own shares of our common stock with a value ranging from two to four times such executive’s base salary, depending on position.
We Utilize an Independent Compensation Consulting Firm		The Compensation Committee utilizes Pearl Meyer, an independent compensation consulting firm, to assist the Committee in determining compensation.
We Conduct Annual Risk Assessments		Our Board oversees our risk management function and ensures that management develops sound business strategies. Our Board’s close involvement in setting our business strategy and objectives is integral to its assessment of ongoing business risks, and determinations of appropriate levels of risk and how to effectively manage such risk.

What We Don’t Do		How We Prohibit It
We Don’t Permit Significant Perquisites		We provide limited perquisites, including Company-paid premiums for life and disability insurance, a supplemental executive disability benefit, accidental death and dismemberment coverage, executive physicals and additional term-life insurance to certain of our executive officers, including our NEOs. Our Compensation Committee believes that the perquisites levels provided to our executive officers are less than those provided by comparable companies.
We Don’t Offer “Single Trigger” Change-in-Control Cash Payments		For those NEOs who have employment agreements, the agreements provide that in the case of a “change of control” the NEO only receives severance payments in connection with a termination of their employment.

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What We Don’t Do		How We Prohibit It
We Don’t Provide Tax Gross-Ups on Equity Compensation		We do not provide our NEOs with tax gross-up payments for a change of control in employment agreements, or for other benefits, including equity compensation.
We Don’t Offer Option Backdating or Repricing		The 2021 Long-Term Incentive Plan prohibits the repricing of stock options and stock appreciation rights without the approval of our stockholders.
We Don’t Permit Hedging		We prohibit our directors and employees, including our NEOs, from engaging in short sales, transactions in derivative securities (including put and call options), or other forms of hedging and monetization transactions, such as zero-cost collars, equity swaps, exchange funds, and forward sale contracts, that allow the holder to limit or eliminate the risk of a decrease in the value of our securities.
We Don’t Offer Special Retirement Plans Exclusively for Executive Officers		We maintain a defined contribution plan, intended to qualify under Section 401(k) of the Code, which is generally available to all employees, including NEOs, to assist them in saving for retirement. Our executive officers, including our NEOs, are also eligible to participate in our Nonqualified Deferred Compensation Plan, in addition to the amounts allowed under the Section 401(k) plan. We view these retirement benefits as a key component of our executive compensation program because they are intended to encourage long-term service by our executive officers.

What Guides Our Program

Executive Compensation Philosophy and Objectives

Our executive compensation program is driven by our business environment, objectives, and outcomes. Consequently, we evaluate the performance of our executive officers, including our NEOs, based on their management performance in the context of current business and economic conditions and our performance relative to our peers. Because our NEOs have broad policy-making authority, our Compensation Committee holds them responsible for our financial performance and for upholding our values in a competitive marketplace.

In this highly competitive market for top executive talent, we generally believe that it is important to provide our executive officers with incentives that align with the interests of our stockholders, are internally and externally equitable, promote a culture of innovation and results-oriented service for our students and customers, and discourage undue risk-taking. We also believe an effective executive compensation program rewards the achievement of short-term, long-term and strategic objectives that are closely aligned with the soundness of our business and the interests of our stockholders and encourages appropriate decision-making regarding the long-term value of our business.

Therefore, we generally believe that a meaningful portion of each executive officer’s target total direct compensation opportunity should be “at-risk” and earned only if his or her performance benefits the interests of our stockholders.

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Key Elements of Compensation

Our compensation philosophy is supported by the following principal elements of compensation:

BASE SALARY	ANNUAL INCENTIVE AWARD	LONG-TERM INCENTIVE AWARD
PURPOSE	PURPOSE	PURPOSE
Provides a competitive rate relative to comparable positions at similar organizations and enables us to attract and retain critical executive talent.	Rewards individuals for performance if they attain pre-established financial and strategic targets that are set by our Compensation Committee at the beginning of the year.	Promotes a balanced focus on driving performance, retaining talent, and aligning the interests of our executives with those of our stockholders.

Compensation Mix

Our executive compensation program was designed around the concept of total direct compensation—that is, the combination of base salary, annual incentive awards and long-term incentive compensation. In setting the appropriate level of target total direct compensation, our Compensation Committee sought to set each compensation element at a level that was competitive with our peers and that would attract and motivate top talent, while maintaining overall compensation levels that align with our stockholders’ interests and our executive officers’ core objectives and responsibilities. As illustrated below, the majority of our CEO’s and other NEOs’ total direct compensation opportunity is at-risk. The graphs depict the mix of total target direct compensation set for our CEO and NEOs for fiscal 2021.

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Decision-Making Process Regarding Executive Compensation

Role of Compensation Committee. Our Compensation Committee is responsible for overseeing the design and operation of our executive compensation program. In fulfilling this responsibility, our Compensation Committee formulates recommendations for the target total direct compensation, and each individual element of compensation, for our executive officers, including our NEOs, for our Board’s consideration and approval.

In developing these recommendations, our Compensation Committee evaluates our financial and operational performance and conducts a performance review of our CEO, taking into consideration our short-term and long-term goals and objectives. Our Compensation Committee also considers the annual performance reviews of our other executive officers, as conducted by our CEO, as a significant factor in developing the compensation recommendations for these individuals.

With the assistance of a compensation consultant, our Compensation Committee also conducts an annual assessment of the competitiveness of our executive compensation program, including a review of the compensation mix to ensure appropriate pay leverage is maintained in the overall compensation package and in equity-based incentives that emphasize the creation of long-term stockholder value.

In the Winter of 2020, our Compensation Committee conducted its annual review of compensation for fiscal 2021, examining the base salary, annual cash incentive award opportunity and long-term incentive compensation opportunity of each executive officer, including each NEO.

Role of Executive Officers. Our CEO makes recommendations to our Compensation Committee as to the base salaries, target annual cash incentive award opportunities and long-term incentive compensation opportunities of our executive officers, including our NEOs (other than himself or herself). These recommendations are based on an analysis of relevant market data (derived from a review of peer company and survey data), as well as his or her evaluation of each executive officer’s performance.

Role of Compensation Consultants. Our Compensation Committee engaged Pearl Meyer, its independent compensation consultant, during fiscal 2021, to assist it in fulfilling its responsibilities and duties. Pearl Meyer was engaged to provide advisory services, including a periodic review of our executive compensation philosophy; executive compensation levels and “pay-for-performance” linkage; executive cash and broad-based equity incentive program design; executive officer employment and other agreements; and other ad hoc support. In fiscal 2021, Pearl Meyer also provided guidance on clawback policies, proposed refinements to our executive compensation philosophy, and regulatory and proxy advisory updates to our Compensation Committee, and also assisted with the peer group review and market analysis.

Pearl Meyer serves at the direction of, and reports directly to, our Compensation Committee. A representative of Pearl Meyer attends all Compensation Committee meetings. Pearl Meyer does not perform any other services for us unless directed to do so by our Compensation Committee. Other than the work described above, there are no other material relationships between Pearl Meyer and us, our executive officers or members of our Board.

Our Compensation Committee has analyzed whether or not the work performed by Pearl Meyer as a compensation consultant has raised any conflicts of interest, taking into consideration the factors as set forth in the listing standards of the NYSE. Based upon its analysis, our Compensation Committee has determined that the work performed by Pearl Meyer has not created any conflicts of interest.

The Role of Competitive Positioning. To evaluate the competitiveness of our executive compensation program, our Compensation Committee generally compares each compensation element, as well as the total direct compensation of our executive officers, including our NEOs, against the compensation practices of a group of peer companies. In selecting the peer group companies, our Compensation Committee considers the following

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criteria: (i) focus on companies in the education services industry, or other education-related or counter-cyclical industries, headquartered in the United States and traded on a major U.S. stock exchange; and (ii) revenue, market capitalization, assets and headcount within a reasonable range of UTI.

The fiscal 2021 compensation peer group consisted of the following companies:

Custom Peer Group

American Public Education, Inc.

Aspen Group, Inc.

Cornerstone OnDemand, Inc.

Franklin Covey Co.

GP Strategies Corporation

Houghton Mifflin Harcourt Company

Laureate Education, Inc.

Lincoln Educational Services Corporation

Perdoceo Education Corporation (f/k/a Career Education Corporation)

Zovio, Inc. (f/k/a Bridgepoint Education)

In addition to compensation peer group data, we also review compensation plan designs of other education service companies and compile and analyze job-specific compensation survey data prepared from general industry organizations for companies with similar revenue levels. For fiscal 2021, the compensation surveys used were Mercer’s Benchmark Database and PayFactors Survey Database. The data drawn from these surveys is combined with the data derived from the companies in the compensation peer group to create a set of composite comparison data (the “Competitive Market Data”). In the case of executive officers where compensation data is publicly available from SEC filings, the data derived from the companies in the compensation peer group is weighted equally with the compensation survey data in developing the Competitive Market Data for their positions.

Our Compensation Committee and the independent members of our Board use the Competitive Market Data as a guide when making decisions about target total direct compensation, as well as individual elements of compensation, for our executive officers, including our NEOs. Generally, using the data from the 50th percentile of target total direct compensation as a reference point, our Compensation Committee formulates recommendations for the amount of each individual element of compensation for each executive officer.

We compare the positioning of our employee benefits annually using national healthcare surveys. Retirement benefits are evaluated annually against general industry standards, using data from our plan administrators (Vanguard and Newport Group). Typically, we target the median of this data to maintain competitive levels with respect to each of our employee benefits programs.

2021 Executive Compensation Program Decisions in Detail

Base Salary

Each year, our Compensation Committee reviews the base salaries of our executive officers, including our NEOs, using the process described above. In making base salary adjustment recommendations, our Compensation Committee considers our current business environment, the Competitive Market Data and each executive officer’s past performance, anticipated future contributions, role, responsibilities, skills and experience. None of our NEOs received base salary increases for fiscal 2021, as shown in the table below, other than Ms. Smith, who received a merit-based salary increase of 2.26%.

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	Fiscal 2020 Base Salary		Fiscal 2021 Base Salary		Change%
Jerome A. Grant	$	500,000	$	500,000		0	%
Troy R. Anderson	$	365,000	$	365,000		0	%
Sherrell E. Smith	$	408,000	$	408,000		0	%
Lori B. Smith	$	265,000	$	271,000		2.26	%
Todd A. Hitchcock	$	325,000	$	325,000		0	%

Our NEOs’ base salaries for fiscal 2021 are included in “Executive Compensation—Fiscal 2021 Summary Compensation Table” below.

2021 Annual Management Incentive Plan (“MIP”) Design

Our annual incentive compensation supports our Compensation Committee’s pay-for-performance philosophy and aligns individual payouts with the goals set forth in our annual operating plan. Under the MIP, executives are eligible for cash awards based on our attainment of performance goals established by our Compensation Committee and our Board as part of our annual operating and strategic planning process. For fiscal 2021, the MIP was designed to provide eligible participants, including our NEOs, target bonus payouts, contingent on expected individual performance, if we achieved targeted goals. The MIP provides that a maximum bonus opportunity of 150% of each individual’s target could be achieved for achieving superior results, with a minimum bonus opportunity of 25% at threshold and 0% for achievement below the threshold performance level.

Target Cash Incentive Award Opportunities under the MIP

Our Compensation Committee considered (i) the desired target total cash compensation opportunity and target total direct compensation opportunity that it believed were reasonable and appropriate for each executive officer, (ii) each executive officer’s prior annual cash incentive awards, (iii) our current business environment, (iv) the Competitive Market Data, and (v) each executive officer’s past performance, anticipated future contributions, role, responsibilities, skills and experience when establishing their target annual cash incentive award opportunities. For fiscal 2021 there was no change to the bonus opportunities. Our Compensation Committee recommended, and the independent members of our Board approved, the following target annual cash incentive award opportunities for our NEOs for fiscal 2021.

Name	2020 Target Bonus Opportunity (% of Salary)			2021 Target Bonus Opportunity (% of Salary)
Jerome A. Grant		85	%		85	%
Troy R. Anderson		65	%		65	%
Sherrell E. Smith		65	%		65	%
Lori B. Smith		60	%		60	%
Todd A. Hitchcock		60	%		60	%

Corporate Performance Measures

The target annual cash incentive awards of our NEOs were based on our financial performance as measured by our Pre-Bonus Adjusted Net Income achieved during fiscal 2021, calculated by taking the Net income, as reported in our Consolidated Statements of Operations included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021, less the bonus expense recorded in both Educational services and facilities and Selling, general and administrative during the year ended September 30, 2021 (“Pre-Bonus Adjusted Net Income”). This amount may be further adjusted by our Compensation Committee, in its discretion, for final budget, acquisitions and divestitures, unplanned restructuring costs, regulatory and accounting changes, and unusual or extraordinary events which result in a significant impact to the goals. Our Compensation Committee recommended, and the independent members of our Board selected, these performance measures for the annual cash incentive awards because it believed that it effectively captured our need to reward performance and contain

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costs during fiscal 2021. Pre-Bonus Adjusted Net Income goals were $15,330,000, $22,830,000 and $27,830,000 for threshold, target, and maximum potential award payouts, respectively.

Actual Annual Cash Incentive Awards

Despite the impact of the COVID-19 pandemic, we were able to deliver strong financial results for the year ended September 30, 2021. As part of our response to the COVID-19 pandemic and in recognition of incremental costs associated with executing the company’s growth and diversification strategy, our Compensation Committee approved adjustments to the Pre-Bonus Adjusted Net Income calculation to recognize our management’s efforts to increase stockholder value through the uncertainty associated with this ongoing crisis, including launching new campuses and pursuing new acquisitions. Based on our Actual Pre-Bonus Adjusted Net Income for fiscal 2021 of approximately $25.0 million, our Compensation Committee awarded bonuses equal to 120% of target. The amounts of these bonuses earned by our NEOs are shown in “Executive Compensation—Fiscal 2021 Summary Compensation Table”.

Name	2021 Target Bonus Opportunity ($)		% of Target Achieved			2021 Target Bonus Achieved (% of Salary)
Jerome A. Grant	$	425,000		120	%	$	510,120
Troy R. Anderson	$	237,250		120	%	$	284,820
Sherrell E. Smith	$	265,200		120	%	$	318,360
Lori B. Smith	$	162,600		120	%	$	195,240
Todd A. Hitchcock	$	195,000		120	%	$	234,120

Long-Term Incentive Compensation

Our long-term incentive compensation is designed to promote a balanced focus on driving performance, retaining talent, and aligning the interests of our NEOs with those of our stockholders. Awards are expressed in dollars and anticipated to be granted annually. For fiscal 2022, the long-term incentive compensation awards included a mix of 50% performance units and 50% restricted stock units.

The performance unit awards are “at-risk” performance-based compensation that encourages and rewards long-term performance using revenue, operating income, and total shareholder return growth measured over a multi-year performance period. The restricted stock unit awards vest in three equal annual installments, on each anniversary of the date of grant. In determining the size of these awards, our Compensation Committee considered our current business environment, and current fiscal concerns as well as the compensation philosophy toward alignment of our NEOs with our stockholders’ interests. Equity award levels are based on the grant date fair value of the shares of our common stock, reduced by the present value of the expected future dividends (which restricted stock awards and restricted stock unit awards do not receive) and vary among participants based on their positions within UTI.

Payout of the Fiscal Year 2020 Award

In January 2020, our Compensation Committee recommended, and the independent members of our Board approved, the “FY 2020 Grants” which included both performance unit awards and restricted stock unit awards.

The fiscal 2020 performance unit awards were tied to a two-year financial performance period ending on September 30, 2021, wherein performance was measured by revenue, which is weighted 60%, and operating income, which is weighted 40%, in the final year of the performance period. In addition, the number of units earned are subject to a modifier based on a two-year compound annual total shareholder return (“TSR”) of our stock calculated based on the 30-day trading average closing stock price from the beginning of the performance period (January 7, 2020) and the end of the performance period (January 6, 2022). The calculated performance reflects stock price appreciation and any dividends paid on common shares (excluding preferred dividends). The maximum number of performance units that can be earned is 187.5% of the target award.

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The pay and performance scale for the FY2020 Grants is as follows:

	Performance Scale—FY 2020 Grants
Measures	FY21 Revenue ($MM)		Payout (as a % of Target)			FY21 Operating Income		Payout (as a % of Target)
Below Threshold	£	$352.1		0	%	£	$17.1		0	%
Threshold	$	352.1		25	%	$	17.1		25	%
Target	$	370.7		100	%	$	21.4		100	%
Max	$	444.8		150	%	$	25.7		150	%

TSR Modifier Scale	Two-Tear Compound Annual TSR			TSR Modifier			30-Day Trading Average Closing Stock Price(1)
Threshold		<5.0	%		75	%	<$	7.64
Target		10.0	%		100	%	$	8.39
Max		20.0	%		150	%	$	9.98

(1) The 30-day trading average closing stock price at grant was $6.93

Actual performance was below threshold for the Revenue component of the performance award and at threshold for the Operating Income component. As a result, 10% of the target number of shares for each executive were earned based on the financial criteria, subject to the TSR modifier. The 30-day trading average closing stock price as of January 6, 2022 was $7.97 resulting in a 86% multiplier applied to the financial criteria, or 8.6% of target shares earned.

Fiscal Year 2021 Equity Grant

In December 2020, our Compensation Committee recommended, and the independent members of our Board approved, the “FY 2021 Grants” which were substantially similar in structure to the FY 2020 awards. However, for the portion of the awards comprised of performance unit grants, our Compensation Committee determined that the performance period should be extended to a three-year performance period.

The FY 2021 Grants included a mix of 50% performance units and 50% restricted stock units. These performance unit awards are tied to a three-year financial performance period ending on September 30, 2023, wherein performance is measured by revenue, which is weighted 60%, and operating income, which is weighted 40%, in the final year of the performance period. In addition, the number of units which may be earned is subject to a modifier based on a three-year compound annual TSR of our common stock calculated based on our 30-day trading average closing stock price from the beginning of the performance period (December 10, 2020) and the end of the performance period (December 10, 2023).

The performance unit awards for the FY 2021 Grants were as follows:

Name	Number of Shares of Common Stock Underlying Performance Unit Award		Target Award Value
Jerome A. Grant		95,819	$	550,001
Troy R. Anderson		29,182	$	167,505
Sherrell E. Smith		22,667	$	130,109
Lori B. Smith		13,938	$	80,004
Todd A. Hitchcock		13,938	$	80,004

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The restricted stock unit awards for the FY 2021 Grants were as follows:

Name	Number of Shares of Common Stock Underlying Restricted Stock Unit Award		Target Award Value
Jerome A. Grant		95,819	$	550,001
Troy R. Anderson		30,772	$	176,631
Sherrell E. Smith		23,556	$	135,211
Lori B. Smith		13,938	$	80,004
Todd A. Hitchcock		15,637	$	89,756

A Closer Look at Performance Unit Awards. These performance unit awards are tied to a three-year financial performance period ending on September 30, 2023, wherein performance is measured by revenue, which is weighted 60%, and operating income, which is weighted 40%, in the final year of the performance period. In addition, the number of units earned are subject to a modifier based on a three-year compound annual TSR of our stock calculated based on the 30-day trading average closing stock price from the beginning of the performance period (December 10, 2020) and the end of the performance period (December 10, 2023). The calculated performance will reflect stock price appreciation and any dividends paid on common shares (excluding preferred dividends). The maximum number of performance units that can be earned is 187.5% of the target award.

The pay and performance scale for the FY 2021 Grants is as follows:

	Performance Scale—FY 2021 Grants
Measures	FY23 Revenue ($MM)	Payout (as a % of Target)	FY23 Operating Income	Payout (as a % of Target)
Below Threshold	£ $373.4	0%	£ $45.2	0%
Threshold	$373.4	25%	$45.2	25%
Target	$414.9	100%	$56.5	100%
Max	$456.4	150%	$67.8	150%
TSR Modifier Scale	Two-Tear Compound Annual TSR		TSR Modifier	30-Day Trading Average Closing Stock Price(1)
Threshold	<5.0%		75%	<$6.64
Target	10.0%		100%	$7.64
Max	20.0%		125%	$9.92

(1) The 30-day trading average closing stock price at grant was $5.74

The performance unit awards are subject to transfer restrictions and our NEOs will not have voting, dividend, or other stockholder rights until the shares of our common stock subject to the awards are issued upon vesting, which occurs on the third anniversary of the grant date. Vesting of the performance unit awards are subject to continued employment with or service to UTI or a subsidiary through the applicable vesting date, except that the awards vest upon death, disability and termination of employment or service without cause or for good reason within one year after a change in control of UTI (as defined in the 2021 Plan and the applicable award agreements).

Other Compensation Practices, Policies and Guidelines

Stock Ownership Guidelines

To further align the interests of our executive officers with the interests of our stockholders, our Board has implemented stock ownership guidelines applicable to our executive officers. Each executive officer is expected

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to hold shares of our common stock with an aggregate value greater than or equal to a multiple of his or her base salary as set forth below:

Position	Ownership Requirement
President and CEO	4x base salary
Chief Financial Officer	3x base salary
Executive and Senior Vice Presidents	2x base salary

Under these guidelines, shares of our common stock held directly or indirectly, as well as shares of our common stock subject to outstanding restricted stock awards and restricted stock unit awards, count toward satisfaction of the stock ownership requirements. Performance units count toward satisfaction of the stock ownership requirements only after they are fully vested. Executive officers may not sell or transfer any of their shares of common stock until their ownership requirement is met, other than to meet tax obligations. Once an executive officer’s ownership requirement is met, he or she may sell or transfer shares of common stock in excess of the ownership requirement.

Incentive Compensation Recovery (Clawback) Policy

Our Compensation Committee adopted the Incentive Compensation Clawback Policy that permits us to recoup or forfeit an amount of incentive compensation (performance-based cash bonus or performance-based award or equity-like instrument) made to a member of our senior leadership team for incentive compensation awards granted in fiscal 2021 and thereafter in the event of a mandatory restatement as a result of misconduct, or in the event of an incorrect calculation of a performance metric.

Securities Trading Policy

Our Securities Trading Policy provides that no employee, officer or director may engage in hedging or monetization transactions with respect to our securities. Prohibited transactions include, without limitation, short sales and transactions involving derivative securities (buying or selling put options, call options, futures contracts or other derivative securities).

Retirement Benefits

We maintain a defined contribution plan, intended to qualify under Section 401(k) of the Code, which is generally available to all employees, including NEOs, to assist them in saving for retirement. Under this plan, a participant may contribute a maximum of 75% of his or her pre-tax base salary (up to the statutorily prescribed annual limit). Our Board may approve discretionary matching and/or profit-sharing contributions into the plan for eligible employees. During fiscal 2020, we matched 25 cents on each dollar deferred up to the first 6% of eligible compensation contributed to the plan after the first year of employment. A five-year vesting schedule applies to all of our matching contributions. A participant is considered fully vested in our matching contributions after he or she has completed five years of service.

During fiscal 2021, our executive officers, including our NEOs, were also eligible to participate in our Non-Qualified Deferred Compensation Plan. We offered this plan to allow participants to set aside a portion of their income for retirement on a pre-tax basis, in addition to the amounts allowed under the Section 401(k) plan. Effective as of October 1, 2021, we have suspended future contributions into our Non-Qualified Deferred Compensation Plan as a result of low participation. Executives may maintain current balances within the plan.

Perquisites and Other Personal Benefits

We provide limited perquisites, including Company-paid premiums for life and disability insurance, a supplemental executive disability benefit, accidental death and dismemberment coverage, executive physicals and additional term-life insurance to certain of our executive officers, including our NEOs. The ArmadaCare

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Executive Medical Plan has been discontinued. Given the rigorous demands placed on our NEOs, we have a vested interest in their proactive focus on their health and security. Based on its review of the Competitive Market Data, our Compensation Committee believes that perquisite levels provided to our executive officers are less than those provided by comparable companies.

Severance and Change in Control Benefits

Each of our NEOs is eligible to receive certain payments and benefits in connection with his or her termination of employment under various circumstances, including following a change in control of UTI, under his or her employment agreement or other applicable agreements, such as our Severance Plan, and under the terms that apply to outstanding restricted stock and restricted stock unit awards. We believe that these payments and benefits were necessary to attract and retain our NEOs and that the change in control payments and benefits are in the best interests of us and our stockholders because they help assure us that we will have the continued dedication and objectivity of our executive officers, notwithstanding the possibility or occurrence of a change in control of UTI. Specifically, these arrangements are intended to mitigate a potential disincentive for our NEOs when they are evaluating a potential acquisition of UTI, particularly when their services may not be required by the acquiring entity. In such a situation, we believe that these arrangements are necessary to encourage retention of our NEOs through the consummation of the transaction and to ensure a smooth management transition. For further details, see “Executive Compensation—Potential Payments upon Termination or Change in Control.”

Equity Award Policy

Pursuant to our equity award grant policy, we grant equity awards upon the recommendation of our Compensation Committee and with the approval from the independent members of our Board. Awards to newly-hired or promoted executive officers who are eligible to receive stock awards are proposed for approval at our Board’s next regularly-scheduled meeting following the executive officer’s hire or promotion. For fiscal 2022, annual equity awards grant were granted to our executive officers in December 2021.

Compensation-Related Risk

Our Compensation Committee believes that our compensation policies and practices as generally applicable to our employees do not encourage excessive and unnecessary risk-taking and that the level of risk that the policies and practices do encourage is not reasonably likely to have a material adverse effect on our business.

Tax and Accounting Considerations

Deduction Limit

Prior to its amendment, Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally provided that publicly held corporations may not deduct in any taxable year specified compensation in excess of $1,000,000 paid to the chief executive officer and the next three most highly compensated executive officers, excluding the chief financial officer, unless the compensation qualified as performance-based compensation meeting specified criteria, including stockholder approval of the material terms of applicable plans. Tax legislation enacted in 2017 expanded the scope of Section 162(m) to include the chief financial officer in the group of covered executive officers, and repealed the exemption for performance-based compensation, in each case for taxable years beginning after December 31, 2017. Accordingly, compensation in excess of $1,000,000 per year paid to our covered executive officers will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place prior to November 2, 2017.

Incentive payments made under our 2021 Plan were intended to qualify for deductibility as performance-based compensation under Section 162(m) prior to its amendment, and we intend to seek to benefit from the transition relief described above to the maximum extent possible under the applicable tax laws. However, there can be no assurance that compensation that was intended to satisfy the requirements of performance-based compensation will benefit from the exemption. Any compensation that does not qualify for transition relief that exceeds $1,000,000 will not be deductible. Awards under applicable long-term programs that remain eligible for

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the performance-based compensation exception under transitional relief will not be made to covered individuals unless our Compensation Committee certifies the attainment of performance goals. In the event of attainment of performance goals, our Compensation Committee may exercise negative discretion to adjust awards downward from a potential maximum amount.

While our Compensation Committee will always seek to maximize the deductibility of compensation paid to our executive officers, our Compensation Committee provides total compensation to the executive officers in line with competitive practice, our compensation philosophy, and the interests of our stockholders. Therefore, we currently pay some compensation to our executive officers that may not be deductible under Section 162(m) and it is anticipated that we will continue to do so.

“Golden Parachute” Compensation

Sections 280G and 4999 of the Code provide that our executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits that exceed certain prescribed limits in connection with a change in control of UTI, and that we, or a successor, may forfeit an income tax deduction on the amounts subject to this additional tax. We did not provide any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G or 4999 of the Code during fiscal 2021, and we have not agreed and are not otherwise obligated to provide any NEO with such a “gross-up” or other reimbursement in connection with the payments or benefits in connection with a change in control of UTI.

Amounts payable to our NEOs as a result of a termination of employment in connection with a change in control of UTI may be reduced pursuant to provisions of the applicable agreements if they would be subject to taxes as a result of Sections 280G or 4999 of the Code.

Accounting for Stock-Based Compensation

We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC Topic 718”) for our stock-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, based on the grant date fair value of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that an executive officer is required to render service in exchange for the option or other award.

Historically, when granting equity awards to our NEOs, our Compensation Committee generally considered the potential expense of those awards under generally accepted accounting principles and their impact on our earnings per share. Our Compensation Committee concluded that the award levels were in the best interests of our stockholders given competitive compensation practices among the companies in our compensation peer group, the awards’ potential compensation expense, our performance and the impact of the awards on employee motivation and retention.

Compensation Committee Interlocks and Insider Participation

Ms. Srere and Messrs. Blaszkiewicz and Lennox served as members of our Compensation Committee during fiscal 2021. None of these directors were an executive officer or otherwise an employee of ours before or during such service.

Ms. McWaters, a member of our Board and former President and Chief Executive Officer, served on the compensation committee of the Board of Directors of Mobile Mini, Inc. until its July 2020 merger with WillScot Corporation. On July 1, 2020, Ms. McWaters joined the board of directors for WillScot Mobile Mini Holdings, Corp and is a member of its audit and related party transaction committees.

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COMPENSATION COMMITTEE REPORT

This report of the Compensation Committee shall not be deemed to be incorporated by reference into any previous filing by us under either the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act that incorporates future Securities Act or Exchange Act filings in whole or in part by reference.

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included elsewhere in this Proxy Statement. Based on this review and the discussions with management, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2021 and this Proxy Statement.

The Compensation Committee:

David A. Blaszkiewicz (Chair)

LTG. (R) William J. Lennox, Jr.

Linda J. Srere

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EXECUTIVE COMPENSATION

Fiscal 2021 Summary Compensation Table

The following table summarizes the compensation during the last three fiscal years (as applicable) to our NEOs.

Name and Principal Position	Year		Salary ($)		Stock Awards ($) (1)		Non-Equity Incentive Plan Compensation ($) (2)		All Other Compensation ($)			Total ($)
Jerome A. Grant		2021		500,000		1,191,989		510,000		13,725	(3)		2,215,714
Chief Executive Officer		2020		486,923		1,139,684		311,250		97,222			2,035,079
		2019		401,539		—		—		40,979			442,518
Troy R. Anderson		2021		365,000		372,692		284,700		17,341	(4)		1,039,733
Executive Vice President and Chief Financial Officer		2020		357,981		469,788		142,350		186,526			1,156,645
		2019		8,423		—		—		3,831			12,254
Sherrell E. Smith		2021		408,000		287,382		318,240		11,960	(5)		1,025,582
Executive Vice President Campus Operations & Services		2020		408,000		276,342		205,995		16,691			907,028
		2019		409,569		—		79,500		48,021			537,090
Lori B. Smith (6)		2021		269,385		173,389		195,120		9,253	(7)		647,147
Senior Vice President and Chief Information Technology Officer		2020		—		—		—		—			—
		2019		—		—		—		—			—
Todd A. Hitchcock		2021		325,000		183,719		234,000		32,721	(8)		775,440
Senior Vice President and Chief Strategy and Transformation Officer		2020		316,817		176,870		117,000		50,852			661,531
		2019		—		—		—		—			—

(1) The amounts reported in this “Stock Awards” column represent the aggregate grant date fair value of awards of performance units granted in fiscal 2021, computed in accordance with ASC Topic 718 and does not reflect whether the recipient has actually realized a financial benefit from the award. The grant date fair value of awards of performance units is based on the probable outcome of the performance conditions to which the performance units are subject and the shares the recipient would receive under such outcome. The assumptions used in the calculations for these amounts are included in Note 17 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021. Awards reported in 2021 represent a full annual grant for the new performance-based long-term incentive plan, comprised of time-based RSUs and performance units.

(2) The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent amounts earned under our 2021 Management Incentive Plan. Additionally, in fiscal 2021, Ms. Smith ($113,520), Messrs. Grant ($52,875) and Smith ($44,062.5) received payments under performance cash awards originally awarded in December 2017. The amounts for 2019 for Mr. Smith represent amounts earned under performance cash awards, which were granted in September 2017.

(3) The amount reported in this “All Other Compensation” column for fiscal 2021 represents $7,154 in medical premiums, $454 in dental premiums, $1,465 in disability premiums and $682 in life insurance premiums. This amount also includes $3,870 imputed income from group-term life insurance.

(4) The amount reported in this “All Other Compensation” column for fiscal 2021 represents $7,154 in medical premiums, $1,355 in dental premiums, $1,069 in disability premiums and $682 in life insurance premiums. This amount also includes $2,070 imputed income from group-term life insurance and $4,910 contributed on a matching basis pursuant to the terms of the Section 401(k) plan.

(5) The amount reported in this “All Other Compensation” column for fiscal 2021 represents $1,650 in medical premiums, $112 in dental premiums, $1,195 in disability premiums and $682 in life insurance premiums. This amount also includes $3,870 imputed income from group-term life insurance and $4,350 contributed on a matching basis pursuant to the terms of the Section 401(k) plan.

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(6) Ms. Smith was appointed Senior Vice President, Chief Information & Technology Officer effective January 5, 2020.

(7) The amount reported in this “All Other Compensation” column for fiscal 2021 represents $739 in medical premiums, $112 in dental premiums, $794 in disability premiums, $682 in life insurance premiums, $1,247 in Mayo premiums. This amount also includes $2,482 imputed income from group-term life insurance and $3,096 contributed on a matching basis pursuant to the terms of the Section 401(k) plan.

(8) The amount reported in this “All Other Compensation” column for fiscal 2021 represents $11,726 in medical premiums, $787 in dental premiums, $952 in disability premiums and $682 in life insurance premiums. This amount also includes $3,870 imputed income from group-term life insurance and $3,375 contributed on a matching basis pursuant to the terms of the Section 401(k) plan and $11,228 in relocation expenses.

Fiscal 2021 Grants of Plan-Based Awards Table

The following table sets forth information regarding the grant of plan-based awards to our NEOs in fiscal 2021.

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		All Other Stock Awards: Number of Shares of Stock or Units (#)		Grant Date Fair Value of Stock and Option Awards ($) (4)
Jerome A. Grant
ACIA (1)				106,300		425,000		637,500		—		—		—		—		—
Stock Award (2)		12/10/2020		—		—		—		—		—		—		95,819		582,580
Performance Unit Award (3)		12/10/2020		—		—		—		23,955		95,819		179,661				609,409
Troy R. Anderson
ACIA (1)				59,400		237,250		355,875		—		—		—		—		—
Stock Award (2)		12/10/2020		—		—		—		—		—		—		30,772		187,094
Performance Unit Award (3)		12/10/2020		—		—		—		7,296		29,182		54,717				185,598
Sherrell E. Smith
ACIA (1)				66,300		265,200		397,800		—		—		—		—		—
Stock Award (2)		12/10/2020		—		—		—		—		—		—		23,556		143,220
Performance Unit Award (3)		12/10/2020		—		—		—		5,667		22,667		42,501				144,162
Lori B. Smith
ACIA (1)				40,700		162,600		243,900		—		—		—		—		—
Stock Award (2)		12/10/2020		—		—		—		—		—		—		13,938		84,743
Performance Unit Award (3)		12/10/2020		—		—		—		3,485		13,938		26,134				88,646
Todd A. Hitchcock
ACIA (1)				48,800		195,000		292,500		—		—		—		—		—
Stock Award (2)		12/10/2020		—		—		—		—		—		—		15,637		95,073
Performance Unit Award (3)		12/10/2020		—		—		—		3,485		13,938		26,134				88,646

(1) The Annual Cash Incentive Awards (“ACIA”) amounts reported represent the dollar value of the estimated possible payout upon satisfaction of the conditions subject to the non-equity incentive plan awards granted to our NEOs in fiscal 2021.

(2) The Stock Awards amounts reported represent the aggregate grant date fair value of the time-based restricted stock unit awards granted to our NEOs in fiscal 2021 and do not reflect whether the recipient will actually realize a financial benefit from the award. The assumptions used in the calculations of these amounts are included in Note 17 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021.

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(3) Amounts shown represent performance units granted with possible payout upon satisfaction of the performance criteria set forth by our Board. The performance period for the three-year compound annual TSR measure is from December 10, 2020 through December 9, 2023 and the performance period for the revenue and operating income goals will be measured as of the fiscal year ending September 30, 2023. The assumptions used in the calculations of these amounts are included in Note 17 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021.

(4) Amount shown is the total estimated fair value of the award on the date of grant calculated in accordance with ASC Topic 718.

Fiscal 2021 Outstanding Equity Awards at Fiscal Year-End Table

The following table sets forth certain information regarding all outstanding equity awards held by each of our NEOs as of September 30, 2021. The values reported in the table have not been, and may never be, realized. Restricted stock unit and performance stock unit awards are subject to forfeiture restrictions. Performance stock unit awards are based on achievement of specified TSR. For further details on our new performance-based long-term incentive plan, see “Compensation Discussion and Analysis—Compensation Elements—Long-Term Incentive Compensation” found elsewhere in this Proxy Statement. The value realized, if any, will depend on the market price of our common stock on the date an NEO eventually sells such shares once the restrictions have lapsed.

			Stock Awards
Name	Award Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights Held That Have Not Vested ($)
Jerome A. Grant		Jan 7, 2020		47,140	(1)	$	318,666
		Jan 7, 2020							77,924	(3)	$	526,766
		Dec 10, 2020		95,819	(2)	$	647,736
		Dec 10, 2020							95,819	(4)	$	647,736
Troy R. Anderson		Jan 7, 2020		20,444	(1)	$	138,201
		Jan 7, 2020							30,665	(3)	$	207,295
		Dec 10, 2020		30,772	(2)	$	208,019
		Dec 10, 2020							29,182	(4)	$	197,270
Sherrell E. Smith		Jan 7, 2020		12,026	(1)	$	81,296
		Jan 7, 2020							18,038	(3)	$	121,937
		Dec 10, 2020		23,556	(2)	$	159,239
		Dec 10, 2020							22,667	(4)	$	153,229
Lori B. Smith		Jan 7, 2020		7,697	(1)	$	52,032
		Jan 7, 2020							11,545	(3)	$	78,044
		Dec 10, 2020		13,938	(2)	$	94,221
		Dec 10, 2020							13,938	(4)	$	94,221
Todd A. Hitchcock		Jan 7, 2020		7,697	(1)	$	52,032
		Jan 7, 2020							11,545	(3)	$	78,044
		Dec 10, 2020		15,637	(2)	$	105,706
		Dec 10, 2020							13,938	(4)	$	94,221

(1) Represents the second and third tranche of time-based restricted stock units granted on January 7, 2020 that are scheduled to vest on the second and third anniversary of the award date during the year ended September 30, 2022 and September 30, 2023 respectively.

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(2) The time-based restricted stock units vest in three equal annual installments on the anniversary of the award date.

(3) Amounts shown represent performance units granted with payout upon satisfaction of the performance criteria set forth by our Board. The performance period is from January 7, 2020 through January 7, 2022, with a measurement date on January 6, 2022.

(4) Amounts shown represent performance units granted with possible payout upon satisfaction of the performance criteria set forth by our Board. The performance period is from December 10, 2020 through December 10, 2023, with a measurement date on December 9, 2023.

Fiscal 2021 Option Exercises and Stock Vested Table

The following table sets forth certain information regarding the restricted stock units and performance units held by our NEOs that vested during fiscal 2021.

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($) (1)
Jerome A. Grant		64,434	$	407,343
Troy R. Anderson		10,221	$	65,517
Sherrell E. Smith		31,377	$	197,350
Lori B. Smith		3,848	$	24,666
Todd A. Hitchcock		3,848	$	24,666

(1) Represents the market value of the shares of our common stock on the vesting date, multiplied by the number of shares that vested.

Pension Benefits

We did not sponsor any defined benefit pension or other actuarial plan for our NEOs during fiscal 2021.

Fiscal 2021 Nonqualified Deferred Compensation Table

The following table sets forth the vested account balances of our NEOs under our Nonqualified Deferred Compensation Plan for the fiscal year ended September 30, 2021.

Name	Executive Contributions in Last FY ($) (1)		Registrant Contributions in Last FY ($) (2)		Aggregate Earnings in Last FY ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($) (3)
Jerome A. Grant		—		—		—		—		—
Troy R. Anderson		—		—		—		—		—
Sherrell E. Smith		—		—	$	78,791		—	$	428,328
Lori B. Smith		—		—		—		—		—
Todd A. Hitchcock		—		—		—		—		—

(1) Reflects the amounts deferred for each individual into our Non-Qualified Deferred Compensation Plan. These amounts are included in the “Salary” column of the Fiscal 2021 Summary Compensation Table.

(2) Reflects our contributions to the individual’s deferred compensation account. In 2021 there were no Company contributions.

(3) Reflects the fully vested and earned compensation as of September 30, 2021.

Our Non-Qualified Deferred Compensation Plan allowed for deferral of up to 75% of base salary and up to 90% of annual bonus, as well as participant deferrals to offset any excess deferrals which were returned to the participant due to required discrimination testing under the Section 401(k) plan. Participants could elect to invest among a number of mutual fund options and participant account balances which were credited on a pre-tax basis with earnings, or losses, equivalent to the actual market performance of these investments.

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Pursuant to our Non-Qualified Deferred Compensation Plan, a participant employed for at least one year was eligible for an incentive matching contribution equal to 50% of his or her plan contributions, up to the maximum “matchable” compensation equivalent to 5% of base salary. These Company-matching contributions were subject to a five-year vesting schedule. Beginning in January 2013, we suspended the Company-matching contribution under our Non-Qualified Deferred Compensation Plan. Effective as of October 1, 2021, we have suspended future contributions into our Non-Qualified Deferred Compensation Plan as a result of low participation. Executives may maintain current balances within the plan.

Participants can elect to receive payments at separation from service and/or in the form of an in-service withdrawal. Generally, accounts are valued on the last business day of the month following separation from service, death or disability, with payments made in the following month. Separation from service accounts can be paid in (i) a lump sum, (ii) annual installments over a period of up to 10 years, or (iii) a partial lump sum with the balance paid in annual installments, according to a participant’s election.

In-service account elections must be made for a specific date, at least three years in the future, and can be paid in a lump sum or in annual installments over a period of up to five years, according to the participant’s election.

If a participant dies, becomes disabled while employed by us, or separates from service within 24 months following a change in control of us, all of his or her accounts will be paid in a single lump sum.

Participants may also receive distributions in the event of an unforeseeable financial emergency resulting from (i) an illness or accident involving the participant, participant’s spouse or dependents, or a beneficiary, (ii) a loss of property due to casualty, or (iii) other extraordinary and unforeseeable events that are beyond the participant’s control. Participants may request an emergency distribution from the plan up to the amount necessary to satisfy the emergency. All requests for such distributions require our approval.

Employment Agreement

Mr. Grant

Effective November 1, 2019, we entered into an Employment Agreement with Mr. Grant, which provides for the terms and conditions of his employment as our CEO. The agreement provides for an annual base salary of $500,000. The agreement also provides that Mr. Grant is eligible to participate in our Management Incentive Plan for each fiscal year such plan is in effect, with a target bonus of 85% of his annual base salary, which is dependent on our financial performance, Board approval, and other defined criteria as applicable and as determined by our Board. Mr. Grant will also be eligible to continue to participate in our annual long-term incentive program as well as our group insurance benefits, , 401(k) program, Deferred Compensation Plan, long-term disability plan and life insurance coverage. Pursuant to the agreement, Mr. Grant continues to participate in our Severance Plan, the period of his permitted severance was increased to 52 weeks and the balance of the benefits under the plan was conformed to those granted at the Executive Vice President / Senior Vice President level, and further, although the Severance Plan may be amended or terminated at any time by our Board, the benefits due to Mr. Grant at any time may not be less than those designated in our Severance Plan in effect at the time of his promotion to CEO.

Potential Payments upon Termination or Change in Control

Each of our NEOs is eligible to receive certain payments and benefits in connection with his or her termination of employment under various circumstances, including following a change in control of UTI, under his or her employment agreement or other applicable agreements, and under the terms that apply to our outstanding restricted stock and restricted stock unit awards.

The estimated potential payments and benefits payable to each NEO in the event of termination of employment as of September 30, 2021 pursuant to his or her particular post-employment compensation arrangement are described below.

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The actual amounts that would be paid or distributed to our NEOs as a result of one of the termination events occurring in the future may be different than those presented below as many factors will affect the amount of payments and benefits upon a termination of employment. For example, some of the factors that could affect the amounts payable include the NEO’s base salary, then-current incentive opportunities and applicable arrangements, then-current levels of health and other welfare benefits coverage and the market price of our common stock. Although we have entered into written arrangements to provide payments and benefits to our NEOs in connection with a termination of employment under particular circumstances, we, or an acquirer, may mutually agree with our NEOs on severance terms that vary from those provided in these pre-existing arrangements. Finally, in addition to the amounts presented below, each NEO would also be able to exercise any previously vested options to purchase shares of our common stock that he or she holds. For more information about our NEOs’ outstanding equity awards as of September 30, 2021, see “Fiscal 2021 Outstanding Equity Awards at Fiscal Year-End.”

Along with the payments and benefits described in an NEO’s individual post-employment compensation agreement and equity award agreements, he or she is also eligible to receive any benefits accrued under our broad-based benefit plans, in accordance with the terms of those plans and policies.

Mr. Anderson

We entered into change in control agreement with Mr. Anderson. This agreement provides that if his employment is terminated by us without “cause” or by him for “good reason” (as these terms are defined in the agreement) within one year following a change in control of UTI, subject to executing a waiver and release of claims in favor of UTI, he will receive:

• His base salary for a specified period following the date of termination of employment;

• A prorated portion of his annual cash incentive award (calculated by multiplying his target bonus percentage by his fiscal year base salary earned through the date of termination of employment); and

• Twelve months of paid health benefits continuation and outplacement services.

We entered into this agreement with Mr. Anderson to retain his services in a competitive marketplace that commonly offers such protections.

Other Executive Officers

As of September 30, 2021, our Severance Plan provided for severance pay and outplacement to eligible Executive and Senior Vice Presidents. In the event an eligible Executive or Senior Vice President is terminated by us without “cause” (as defined in the Severance Plan), such Executive or Senior Vice President would be entitled to receive a cash severance payment equal to his or her annual base salary at the highest rate in effect during the 12 months immediately preceding the termination of employment, subject to the requirement to execute and not revoke a release of claims. In addition, such eligible Executive or Senior Vice President would receive the following:

• An additional cash severance payment equal to (i) the sum of 12 times the monthly employer-paid portion of their medical and dental premiums in effect at termination, plus (ii) 40% of the sum in subsection (i);

• Payment of a pro-rated bonus for the fiscal year in which the termination of employment occurs, but only if such bonus is approved by our Board;

• Payment of any bonus to which the eligible Executive or Senior Vice President may be entitled for the fiscal year immediately preceding the termination date if the termination of employment occurs between the end of the fiscal year and the applicable bonus payout; and

• Twelve months of outplacement services.

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The following tables show the estimated payments and benefits payable to each NEO under various scenarios related to a termination of employment, including in connection with a change in control. The table assumes that such termination of employment occurred on September 30, 2021 and includes the estimated payments and benefits payable pursuant to our Severance Plan as in effect as of September 30, 2021. The actual amounts that would be paid to any NEO can only be determined at the time of an actual termination of employment and may vary from those set forth below. The estimated payments and benefits set forth below are in addition to any retirement, welfare and other benefits that are available to our employees generally.

	Termination without Cause or for Good Reason		Termination Following Change in Control		Disability		Death
Jerome A. Grant
Severance Payments (1)	$	500,000	$	500,000	$	500,000	$	500,000
Annual Incentive Plan (2)		425,000		425,000		425,000		425,000
Benefits (3)		35,856		35,856		35,856		800,000
Stock Awards (4)		—		2,140,906		2,140,906		2,140,906
Total	$	960,856	$	3,101,761	$	3,101,761	$	3,865,906
Troy R. Anderson
Severance Payments (1)	$	365,000	$	365,000	$	—	$	—
Annual Incentive Plan (2)		237,250		237,250		237,250		237,250
Benefits (3)		36,000		36,000		36,000		800,000
Stock Awards (4)		—		750,786		750,786		750,786
Total	$	638,250	$	1,389,036	$	1,024,036	$	1,788,036
Sherrell E. Smith
Severance Payments (1)	$	408,000	$	408,000	$	—	$	—
Annual Incentive Plan (2)		265,200		265,200		265,200		265,200
Benefits (3)		21,292		21,292		21,292		800,000
Stock Awards (4)		—		515,700		515,700		515,700
Total	$	694,492	$	1,210,192	$	802,192	$	1,580,900
Lori B. Smith
Severance Payments (1)	$	271,000	$	271,000	$	—	$	—
Annual Incentive Plan (2)		162,600		162,600		162,600		162,600
Benefits (3)		22,147		22,147		22,147		800,000
Stock Awards (4)		—		318,518		318,518		318,518
Total	$	455,747	$	774,264	$	503,264	$	1,281,118
Todd A. Hitchcock
Severance Payments (1)	$	325,000	$	325,000	$	—	$	—
Annual Incentive Plan (2)		195,000		195,000		195,000		195,000
Benefits (3)		28,353		28,353		28,353		800,000
Stock Awards (4)		—		330,003		330,003		330,003
Total	$	548,353	$	878,356	$	553,356	$	1,325,003

(1) Represents 12 months of base salary for Messrs. Grant, Anderson, Smith and Hitchcock, Ms. Smith.

(2) Represents actual bonus earned pro-rated through termination date for all NEOs for all applicable columns except for termination of employment following a change in control of UTI. For terminations of employment following a change in control of UTI, represents target bonus through termination date.

(3) Represents the value of 12 months of payment of the employer-paid portion of medical and dental benefits for a change in control and represents 140% of the same value for termination of employment without

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cause. Includes reasonable outplacement benefits, and in the event of death, life insurance benefits of $800,000. If separation is the result of disability, the NEO would also be eligible for disability insurance benefits under our employee benefit plan.

(4) Represents all unvested restricted stock and restricted stock unit awards which become fully vested and exercisable upon a change in control of UTI or the NEO’s death or disability. Performance units become fully vested on the date of a termination without cause following a change in control. Possible payouts pursuant to the performance units would be pro-rated based on the date of death or disability upon satisfaction of the performance criteria set forth by our Board. Amounts reported represent the aggregate fair market value of restricted stock that have not vested and grant date fair value of performance unit awards.

The total amounts for all NEOs may be reduced to the extent necessary to ensure that the amount payable is not subject to excise tax under Section 4999 of the Code.

CEO Pay Ratio

For the fiscal year ended September 30, 2021, the median of the annual total compensation of all our employees (other than our CEO) was $70,833, and the annual total compensation of Mr. Grant, our CEO at the end of fiscal 2021, was $2,013,586. Based on this information, for fiscal 2021, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was estimated to be 28.4:1.

We believe this ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

We selected the first day of our fourth fiscal quarter, as the date upon which we would identify the “median employee” because it enabled us to make such identification in a reasonably efficient and economical manner.

To identify the “median employee,” we considered the prior trailing 12 months of W-2 wages as of July 1, 2021 for our consistently applied compensation measure because we believe that this measure reasonably reflects the annual compensation of our employees. No cost-of-living adjustments were applied, and no jurisdictions were excluded. Once we identified the median employee, we totaled all of the elements of the employee’s compensation for fiscal 2021 in accordance with the requirements of the applicable rules of the SEC, and consistent with the calculation of total compensation of our CEO in the Fiscal 2021 Summary Compensation Table.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of January 7, 2022, the record date for the Annual Meeting, with respect to the beneficial ownership of shares of common stock and Series A Preferred Stock by:

• each person known to us to be the beneficial owner of 5% or more of the outstanding shares of our common stock or Series A Preferred Stock;

• each of our directors, director nominees and NEOs; and

• all of our executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days of January 7, 2022 and RSUs that are currently vested or will be vested within 60 days of January 7, 2022. Shares issuable pursuant to options, warrants and RSUs are deemed outstanding for computing the percentage of the person holding such options, warrants or RSUs but are not deemed outstanding for computing the percentage of any other person. Except in cases where community property laws apply or as indicated in the footnotes to this table, we believe that each stockholder identified in the table possesses sole voting and investment power over all shares of common stock and Series A Preferred Stock shown as beneficially owned by the stockholder. Unless otherwise noted, the address of each person named in the table is 4225 E. Windrose Drive, Suite 200, Phoenix, Arizona 85032.

	Shares Beneficially Owned										% of Total Voting Power (1)
	Common Stock					Series A Preferred Stock
Directors and Named Executive Officers:	Shares		%			Shares		%
Jerome A. Grant (2)		109,961		*			—		—			*
Troy R. Anderson (3)		23,211		*			—		—			*
Sherrell E. Smith (4)		175,011		*			—		—			*
Lori B. Smith (5)		29,063		*			—		—			*
Todd A. Hitchcock (6)		10,349		*			—		—			*
David A. Blaszkiewicz		94,267		*			—		—			*
George W. Brochick		17,461		*			—		—			*
Robert T. DeVincenzi (7)		246,996		*			—		—			*
LTG (R) William J. Lennox, Jr.		93,634		*			—		—			*
Kimberly J. McWaters (8)		75,168		*			—		—			*
Loretta L. Sanchez		10,862		*			—		—			*
Christopher S. Shackelton (9)		—		—			434,782		62.1	%		10.9	%
Linda J. Srere (10)		139,230		*			—		—			*
Kenneth R. Trammell (11)		132,749		*			—		—			*
All directors and executive officers as a group (14 persons) (12)		1,157,962		3.5	%		434,782		62.1	%		13.4	%
5% Holders: (13)
22NW, LP (14)		2,357,466		7.2	%		—		—			5.1	%
The Washington University (15)		2,866,276		8.7	%		—		—			6.2	%
Park West Group (16)		3,059,694		9.3	%		—		—			6.7	%
Alexander Capital Advisors, LLC (17)		2,221,931		6.8	%		—		—			4.8	%
Renaissance Entities (18)		1,756,867		5.3	%		—		—			3.8	%
Adam Gray (19)		—		—			434,782		62.1	%		10.9	% (20)
Coliseum Capital Management, LLC (21)		—		—			424,620		60.7	%		10.2	% (22)
Hamilton Lane Advisors, L.L.C./Regents of the University of Michigan(23)		2,172,492		6.6	%		—		—			4.7	%

* Less than 1%.

(1) As of the close of business on January 7, 2022, there were 32,906,311 shares of our common stock and 700,000 shares of our Series A Preferred Stock outstanding and entitled to vote at the Annual Meeting. Each

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share of common stock is entitled to one vote on each matter voted upon. Holders of shares of Series A Preferred Stock are entitled to vote with the holders of shares of common stock, and not as a separate class, on an as-converted basis. The shares of Series A Preferred Stock are convertible into an aggregate of 21,021,021 shares of common stock. In August 2020, our Board determined that, prior to the receipt of certain regulatory approvals, certain shares Series A Preferred Stock held by affiliates of Coliseum may only be voted to the extent that the aggregate voting power of all the Series A Preferred Stock and any common stock issued upon conversion thereof held by affiliates of Coliseum does not exceed 9.9% of the aggregate voting power of all of our common stock outstanding as of September 14, 2020 (“Continuing Caps”). As a result, the shares of Series A Preferred Stock are entitled to an aggregate of only 12,968,878 votes. As such, the total number of shares entitled to vote as of January 7, 2022 is 45,875,189. This column is intended to show total voting power as of January 7, 2022. This column is not intended to show beneficial ownership as determined in accordance with the rules of the SEC and therefore does not include shares underlying options, warrants, or RSUs that are currently exercisable or exercisable within 60 days of January 7, 2022.

(2) Includes 19,553 shares of common stock issuable upon settlement of RSUs that will vest and be settled within 60 days of January 7, 2022.

(3) Includes 9,306 shares of common stock issuable upon settlement of RSUs that will vest and be settled within 60 days of January 7, 2022.

(4) Mr. Smith has sole voting and investment power over 175,011 shares and shared voting and investment power over 29,063 shares. Includes 4,631 shares of common stock issuable upon settlement of RSUs that will vest and be settled within 60 days of January 7, 2022.

(5) Ms. Smith has sole voting and investment power over 29,063 shares and shared voting and investment power over 175,011 shares. Includes 3,538 shares of common stock issuable upon settlement of RSUs that will vest and be settled within 60 days of January 7, 2022.

(6) Includes 3,700 shares of common stock issuable upon settlement of RSUs that will vest and be settled within 60 days of January 7, 2022.

(7) Includes 150,000 shares of common stock underlying vested stock options.

(8) Ms. McWaters has sole voting and investment power over 74,461 shares and shared voting and investment power over 707 shares.

(9) Based solely on the information provided in a Schedule 13D/A (Amendment No. 3) (the “Latest Coliseum 13D”) filed by CCM, CC, CCP, Coliseum Capital Partners II, L.P. (“CCPII”), Coliseum, Coliseum Capital Co-Invest, L.P. (“CCC”), Adam Gray, and Christopher Shackelton with the SEC on September 16, 2020, as of September 14, 2020, Mr. Shackelton holds sole voting and dispositive power over 10,162 shares of Series A Preferred Stock held directly by Mr. Shackelton and his trusts for the benefit of his descendants, which does not include (i) 4,699,209 shares of common stock that could be obtained upon conversion of Series A Preferred Stock or that could be voted pursuant to the as-converted voting provisions of the Series A Preferred Stock (over which Mr. Shackelton has shared voting power) or (ii) 8,052,142 shares of common stock (or the voting equivalent thereof) subject to the Continuing Caps. Reference is made to footnotes (21) and (22) below. The business address for these filers is 105 Rowayton Avenue, Rowayton, CT 06853.

(10) Includes 30,000 shares of common stock underlying vested stock options.

(11) Includes 30,000 shares of common stock underlying vested stock options.

(12) Consists of 210,000 shares of common stock underlying vested stock options, and 40,728 shares of common stock issuable upon settlement of RSUs that will vest and be settled within 60 days of January 7, 2022.

(13) For 5% Holders, the Company is relying on the numbers of shares as reported in the applicable Schedule 13D or Schedule 13G and calculating the percentages in this table based on the number of shares outstanding as of January 7, 2022, the record date for the Annual Meeting. Accordingly, certain holders who previously filed a Schedule 13D or Schedule 13G have been excluded where their percentage ownership at the record date as so calculated falls below the 5% threshold.

(14) Based upon information contained in a Schedule 13G/A filed on February 12, 2021, 22NW, LP (“22NW”) has (i) sole voting power over 2,357,466 of the reported shares, (ii) shared voting power over zero of the reported shares, (iii) sole dispositive power over 2,357,466 of the reported shares, and (iv) shared dispositive power over zero of the reported shares. 22NW’s business address is 1455 NW Leary Way, Suite 400, Washington 98107.

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(15) Based upon information contained in a Schedule 13G filed on February 12, 2021, The Washington University (“WU”) has (i) sole voting power over 2,866,276 of the reported shares, (ii) shared voting power over zero of the reported shares, (iii) sole dispositive power over 2,866,276 of the reported shares, and (iv) shared dispositive power over zero of the reported shares. WU’s business address is Campus Box 1058, One Brookings Drive, St. Louis, Missouri 63130.

(16) Based upon information contained in a Schedule 13G/A filed on February 16, 2021, Park West Asset Management LLC (“PWAM”), Park West Investors Master Fund, Limited (“PWIMF”), and Peter S. Park (“Park,” and together with PWAM and PWIMF, the “Park West Group”), (A) each of PWAM and Park has (i) sole voting power over zero of the reported shares, (ii) shared voting power over 3,059,694 of the reported shares, (iii) sole dispositive power over zero of the reported shares, and (iv) shared dispositive power over 3,059,694 of the reported shares, and (B) PWIMF has (i) sole voting power over zero of the reported shares, (ii) shared voting power over 2,781,846 of the reported shares, (iii) sole dispositive power over zero of the reported shares, and (iv) shared dispositive power over 2,781,846 of the reported shares. PWAM is the investment manager to PWIMF and Park West Partners International, Limited. Park, through one or more affiliated entities, is the controlling manager of PWAM. The business address of each of the entities in the Park West Group is 900 Larkspur Landing Circle, Suite 165, Larkspur, California 94939.

(17) Based upon information contained in a Schedule 13G/A filed on February 5, 2021, Alexander Capital Advisors, LLC (“Alexander Capital”) has (i) sole voting power over 808,950 of the reported shares, (ii) shared voting power over zero of the reported shares, (iii) sole dispositive power over 2,211,931 of the reported shares, and (iv) shared dispositive power over zero of the reported shares. Alexander Capital’s business address is 125 Elm Street, New Canaan, Connecticut 06840.

(18) Based upon information contained in a Schedule 13G/A filed on February 11, 2020, Renaissance Technologies LLC and Renaissance Technologies Holding Corporation (the “Renaissance Entities”) each has (i) sole voting power over 1,756,867 of the reported shares, (ii) shared voting power over zero of the reported shares, (iii) sole dispositive power over 1,756,867 of the reported shares, and (iv) shared dispositive power over zero of the reported shares. The Renaissance Entities’ business address is 800 Third Avenue, New York, New York 10022.

(19) Based solely on the information provided in the Latest Coliseum 13D, Mr. Gray holds sole voting and dispositive power over 10,162 shares of Series A Preferred Stock held directly by Mr. Gray, his spouse and trusts for the benefit of his descendants, which does not include (i) 4,699,209 shares of common stock that could be obtained upon conversion of Series A Preferred Stock or that could be voted pursuant to the as-converted voting provisions of the Series A Preferred Stock (over which Mr. Gray has shared voting power) or (ii) 8,052,142 shares of common stock (or the voting equivalent thereof) subject to the Continuing Caps. Reference is made to footnote 18 below.

(20) Based upon information contained in the Latest Coliseum 13D, this number consists of (i) consists of 6,186 shares of UTI common stock that could currently be obtained upon conversion of the Series A Preferred Stock or that could be voted pursuant to the as-converted voting provisions of the Series A Preferred Stock held directly by Mr. Gray and his spouse, (ii) 298,979 shares of UTI common stock that could currently be obtained upon conversion of the Series A Preferred Stock or that could be voted pursuant to the as-converted voting provisions of the Series A Preferred Stock held by a trust of which Mr. Gray has investment and voting control, and (iii) 4,699,209 shares of UTI common stock that could currently be obtained upon conversion of the Series A Preferred Stock or that could be voted pursuant to the as-converted voting provisions of the Series A Preferred Stock held directly by CCM and CCP.

(21) CCM holds shared voting and dispositive power with respect to 424,620 shares of Series A Preferred Stock. CC holds shared voting and dispositive power with respect to 349,300 shares of Series A Preferred Stock. CCP holds shared voting and dispositive power with respect to 349,300 shares of Series A Preferred Stock. Mr. Gray holds shared voting and dispositive power with respect to 434,782 shares of Series A Preferred Stock. Mr. Shackelton holds shared voting and dispositive power with respect to 434,782 shares of Series A Preferred Stock.

(22) Based on an aggregate of 4,699,209 shares of common stock that could be obtained upon conversion of Series A Preferred Stock or that could be voted pursuant to the as-converted voting provisions of the Series A Preferred Stock. Does not include 8,052,142 shares of common stock (or the voting equivalent thereof) subject to the Continuing Caps.

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(23) Based upon information contained in a Schedule 13G filed on February 16, 2021, Hamilton Lane Advisors, L.L.C. (“Hamilton Lane”), and the Regents of the University of Michigan (“UM”), each of Hamilton Lane and UM has (i) sole voting power over zero of the reported shares, (ii) shared voting power over 2,172,492 of the reported shares, (iii) sole dispositive power over zero of the reported shares, and (iv) shared dispositive power over 2,172,492 of the reported shares. Hamilton Lane, in its capacity as investment adviser, with its client, UM, is deemed to be the beneficial owner of the 2,172,492 owned by UM. The business address of Hamilton Lane is One Presidential Blvd., 4th Floor, Bala Cynwyd, Pennsylvania 19004. The business address of UM is 101 N. Main St., Suite 600, Ann Arbor, Michigan 48104.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Policy Regarding Transactions with Related Persons

As a means to ensure compliance with Item 404(a) of Regulation S-K, our Board adopted a written Related Party Transaction Policy (the “Related Party Policy”) pursuant to which all “Interested Transactions” with a “Related Party” (each as defined below) are subject to review and approval by our Nominating and Corporate Governance Committee. Ongoing or long-term transactions with a Related Party in existence at the time the Related Party Policy was adopted, if any, will also be subject to ratification on at least an annual basis. For purposes of the Related Party Policy, an “Interested Transaction” is a transaction, arrangement or relationship or a series of similar transactions, arrangements or relationships (including any indebtedness or guaranty of indebtedness) in an amount equal to or exceeding $120,000 in any fiscal year in which us, including any of our subsidiaries, was, is or will be a participant and in which any “Related Party” had, has or will have a direct or indirect material interest. Any indirect interest includes an interest held by or through any entity in which any “Related Party” is employed or is a partner or principal (or in a similar position) or in which such “Related Party” has a 10% or greater beneficial ownership interest. A “Related Party” includes executive officers, directors, nominees for director, any person who is known to be the beneficial owner of more than 5% of any class of our voting securities and any immediate family member of any of the foregoing persons.

In considering whether to approve an Interested Transaction, our Nominating and Corporate Governance Committee considers such factors as it deems appropriate, which may include: (i) the Related Party’s relationship with us and interest in the proposed Interested Transaction; (ii) the material facts of the proposed Interested Transaction, including the proposed value of such transaction, or, in the case of indebtedness, the principal amount that would be involved; (iii) the benefits to us of the Interested Transaction; (iv) an assessment of whether the Interested Transaction is on terms that are comparable to the terms available with an unrelated party; (v) in the case of an existing transaction, the impracticability or cost of securing alternative arrangements and (vi) such other factors as our Nominating and Corporate Governance Committee deems relevant.

The Related Party Policy provides for standing pre-approval for certain categories of transactions with a Related Party without the need for specific approval by our Nominating and Corporate Governance Committee. These categories are: (i) certain transactions with other companies where the Related Party’s only relationship is as an employee (other than as an executive officer), director or beneficial owner of less than 10% of the company’s shares, if the aggregate amount involved does not exceed the greater of $1 million or 2% of the other company’s gross annual revenues in its most recently completed fiscal year; (ii) charitable contributions, grants or endowments by us to charitable organizations, foundations or universities at which a Related Party’s only relationship is as an employee (other than as an officer) or a director or trustee, if the aggregate amount involved does not exceed the lesser of $500,000 or 2% of the charitable organization’s total annual receipts in its most recently completed fiscal year; and (iii) certain other transactions and arrangements which under certain SEC rules are excepted from disclosure as transactions with a Related Party.

Registration Rights Agreements

2003 Registration Rights Agreement

We are a party to a registration rights agreement with, among others, the following stockholders: (i) JZ Equity Partners PLC and the permitted transferees of The Jordan Company, LLC (collectively, the “TJC Stockholders”); (ii) Charlesbank Voting Trust, Charlesbank Equity Fund V, Limited Partnership, CB Offshore Equity Fund V, L.P., CB Equity Co-investment Fund V, Limited Partnership and Coyote Training Group, LLC (collectively, the “Charlesbank Stockholders”), (iii) Whites’ Family Company, LLC; and (iv) Robert D. Hartman. The registration rights agreement provides for “piggyback” registration rights with respect to the restricted shares of our common stock held by each of the stockholder parties to this agreement, including Whites’ Family Company, LLC, an entity controlled by John C. White, a former director and Chairman of our Board. Accordingly, if we propose to register any of our common stock for sale to the public, we are required to

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give written notice of our intention to do so to each of the stockholders who are a party to this agreement and to use our best efforts to include in the registration statement the number of restricted shares of our common stock beneficially owned and requested to be registered by such stockholders, subject to reduction of such shares under certain circumstances by an underwriter. If a reduction of shares is necessary, stockholders who request to participate in the registration will do so pro rata based on the numbers of shares held by such stockholders on a fully diluted basis, except that we will have first priority to register shares of our common stock if we initiate the registration for our own account. Pursuant to the registration rights agreement, the “piggyback” right terminates from and after the date on which those stockholders cease to beneficially own at least 1% of our issued and outstanding shares of common stock.

Coliseum Registration Rights Agreement

In connection with the Coliseum Securities Purchase Agreement, we also entered into a Registration Rights Agreement (“Coliseum Registration Rights Agreement”), which provides Coliseum certain demand and piggyback registration rights covering the shares of common stock issuable upon conversion of the Series A Preferred Stock. The Coliseum Registration Rights Agreement also provides that we will bear all costs and expenses associated with registering the shares of common stock issuable upon conversion of the Series A Preferred Stock, with the exception of underwriting discounts and commissions and brokerage fees. On October 18, 2019, following a request by Coliseum pursuant to the Coliseum Registration Rights Agreement, we filed a Registration Statement on Form S-3 (no. 333-234253) to register, among other securities, the 21,021,021 shares of common stock that may be issuable to Coliseum (subject to the terms of the Certificate of Designations) if the conversion cap and the investor voting cap are removed, upon the conversion of the 700,000 shares of Series A Preferred Stock purchased in the Coliseum Securities Purchase Agreement (as defined below). We bore the out-of-pocket costs, expenses and fees incurred in connection with the registration, other than any related underwriting discounts or selling commissions and brokerage fees. The registration statement was declared effective by the SEC on October 30, 2019.

Transactions with Management and Others

White Family Trust Leases

Since 1991, two of our properties comprising our Orlando, Florida location have been leased from entities controlled by John C. White, a former director on our board of directors. Effective as of November 30, 2020, Mr. White voluntarily retired from our board of directors. During October and November 2020, we paid rent expense to the entities controlled by Mr. White of $0.3 million. The leases extend through August 19, 2022 and August 31, 2022 with annual base lease payments for the first year under this lease totaling approximately $0.3 million and $0.7 million, with annual adjustments based on the higher of (i) an amount equal to 4% of the total annual rent for the immediately preceding year or (ii) the percentage of increase in the CPI. These transactions were not considered significant for the year ended September 30, 2021.

Commercial Training Group (“CTG”) Programs

Since 2009, we have provided training programs as part of our CTG to subsidiaries of Penske Automotive Group, Inc. Penske Truck Leasing (“PTL”) is one of the companies for whom CTG provides technician training. As of September 30, 2021, PTL was owned 41.1% by Penske Corporation, 28.9% by the Penske Automotive Group and 30.0% by Mitsui & Co., Ltd. Mr. George Brochick, a current Director of our Company, serves as the Executive Vice President, Strategic Development of the Penske Automotive Group, Inc. Additionally, Kimberly J. McWaters, a current director and former President and Chief Executive Officer, serves as a director of Penske Automotive Group, Inc.

Our CTG program currently provides technician training and certification services for approximately 27 companies, resulting in approximately $10.7 million of revenue in fiscal 2021. We believe these agreements to be immaterial in value, mutually beneficial and on terms comparable to the terms available with unrelated third parties and our other customers.

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Employment Relationships

John Murphy, the brother of our former President and Chief Executive Officer and current director, Kimberly J. McWaters, currently serves as our Director, Admission Process, a role he has held for over 10 years. Mr. Murphy’s compensation in fiscal 2021 totaled approximately $187,939.10. He is eligible to receive benefits that are provided to all of our employees generally.

Under our Code of Conduct, all Company employees are required to disclose any financial interest that they or their immediate family members have with any organization that does business with the Company. Additionally, under the Supplemental Code of Ethics for the Chief Executive Officer and Senior Financial Officers, covered individuals must avoid any activity or personal interest that creates or appears to create a conflict of interest with the Company, including situations in which a family member has an ownership interest in an entity that does business with, or otherwise participates in a business arrangement with, the Company, and must seek written approval of the Audit Committee before participating in any such conflict transaction. Lastly, as described above, any Interested Transactions subject to the Related Party Policy require the approval of the Nominating and Corporate Governance Committee.

Beginning in February 2020, the Company engaged Urban Hayseed, LLC, a communications firm whose owner and sole employee is Susan Grant, the wife of our Chief Executive Officer, Jerome Grant, to provide communications-related consulting services to the Company. During the fiscal year ended September 30, 2021, the Company paid Urban Hayseed $148,800 in consulting fees for such services. The Board has determined, with the assistance of outside counsel, that the engagement of Urban Hayseed raised a conflict of interest with respect to Mr. Grant, that Mr. Grant did not timely disclose this conflict under the Code of Conduct, and that Mr. Grant did not seek or obtain the required approvals under the Supplemental Code of Ethics or the Related Party Policy. Accordingly, the Board concluded, and Mr. Grant acknowledged, that he had violated the foregoing Company policies. As a result, the Company terminated its relationship with Urban Hayseed effective October 20, 2021. As a result of the foregoing, the Board issued a formal censure to Mr. Grant that mandated certain remedial actions. In addition, the Board directed the Company’s Internal Audit team to work under the supervision of the Audit Committee to review and update the Company’s processes and controls related to the internal policy compliance. The Compensation Committee also took this matter into consideration when setting Mr. Grant’s compensation for fiscal year 2022.

Coliseum Securities Purchase Agreement

On June 24, 2016, we entered into a Securities Purchase Agreement (the “Coliseum Securities Purchase Agreement”) with Coliseum to sell to Coliseum 700,000 shares of Series A Preferred Stock. As of January 7, 2022, certain entities affiliated with Coliseum were a beneficial owner of more than 5% of our voting securities.

In addition, Mr. Shackelton, a member of our Board, is affiliated with Coliseum and as of January 7, 2022, held shared voting and dispositive power with respect to 434,782 shares of Series A Preferred Stock. Pursuant to the Certificate of Designations, we may pay a cash dividend (“Cash Dividend”) on each share of the Series A Preferred Stock at a rate of 7.5% per year on the liquidation preference then in effect. If we do not pay a Cash Dividend, the liquidation preference of the Series A Preferred Stock shall be increased to an amount equal to the current liquidation preference in effect plus an amount reflecting that liquidation preference multiplied by the Cash Dividend rate then in effect plus 2.0% per year. Cash Dividends are payable semi-annually in arrears on September 30 and March 31 of each year and will begin to accrue on the first day of the applicable dividend period. We paid Cash Dividends of $5,250,000 in the aggregate to Coliseum during the year ended September 30, 2021. For further information regarding the Coliseum Securities Purchase Agreement, see our Annual Report on Form 10-K for the year ended September 30, 2021.

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QUESTIONS AND ANSWERS

ABOUT THE PROXY MATERIALS AND VOTING INFORMATION

Our Board is soliciting proxies for the Annual Meeting, and at any adjournments or postponements thereof, for the purposes set forth in this Proxy Statement and the accompanying notice. This Proxy Statement, the accompanying form of proxy card and our Annual Report were first made available to stockholders on or about January 20, 2022.

Why am I receiving these materials?	We have made these materials available to you over the Internet or, upon your request, have delivered printed copies of these materials to you by mail, in connection with the solicitation of proxies by our Board for use at our Annual Meeting, which will take place on March 4, at 7:30 a.m., Arizona time. As a stockholder, you are invited to attend the Annual Meeting online and vote your shares electronically on the items of business described in this Proxy Statement. This Proxy Statement includes information that we are required to provide to you under the rules of the SEC and that is designed to assist you in voting your shares.
Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?	Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials on the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record as of the Record Date. All stockholders receiving the Notice will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials by mail. Instructions on how to access the proxy materials over the Internet or to request a printed copy can be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help minimize the costs associated with printing and distributing our proxy materials and lessen the environmental impact of our annual meetings.
What is included in the proxy materials? What is a proxy statement and what is a proxy?	The proxy materials include: •  This Proxy Statement, including the Notice; and •  Our Annual Report on Form 10-K for the year ended September 30, 2021. If you received a printed copy of these materials by mail, the proxy materials also included a proxy card or a voting instruction form for the Annual Meeting. A Proxy Statement is a document that SEC regulations require us to give you when we ask you to sign a proxy designating individuals to vote on your behalf. A proxy is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. We have designated three of our officers as proxies for the 2022 Annual Meeting. These three officers are Jerome A. Grant, Troy R. Anderson, and Christopher E. Kevane. The form of proxy and this Proxy Statement have been approved by our Board and are being provided to stockholders by its authority.

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What am I voting on?	The following matters will be presented for stockholder consideration and voting at the Annual Meeting: •  To elect two (2) Class III directors to our Board of Directors to serve for a term of three (3) years or until their respective successors are duly elected and qualified (Proposal No. 1); and •  To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2022 (Proposal No. 2).
What are the Board’s recommendations?	Our Board recommends you vote: •  “FOR” the election of each of the two (2) Class III director nominees to our Board of Directors to serve as directors of the Company (Proposal No. 1); and •  “FOR” the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2022 (Proposal No. 2).
How can I get electronic access to the proxy materials?	The Notice will provide you with instructions regarding how to: •  view our proxy materials for the Annual Meeting on the Internet ; and •  instruct us to send future proxy materials to you by email. Our proxy materials are also available on the Internet dt http://www.proxyvote.com and on our investor relations website at http://investor.uti.edu (information at or connected to our website is not and should not be considered part of this Proxy Statement). Choosing to receive future proxy materials by email will save us the cost of printing and mailing documents to you and will lessen the impact of our annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.
Who is entitled to vote at the Annual Meeting?	At the close of business on January 7, 2022, there were 32,906,311 shares of our common stock outstanding and entitled to vote at the Annual Meeting, and 700,000 shares of our Series A Preferred Stock outstanding, of which 431,864 are entitled to vote at the Annual Meeting. Only stockholders of record on January 7, 2022, the record date for the Annual Meeting, will be entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote on each matter voted upon. Holders of shares of Series A Preferred Stock are entitled to vote with the holders of shares of common stock, and not as a separate class, on an as-converted basis. The shares of Series A Preferred Stock are currently convertible into an aggregate of 21,021,021 shares of common stock. In connection with Coliseum’s distribution of its 700,000 shares of Series A Preferred Stock in September 2020, our Board determined that, prior to the receipt of regulatory approvals set forth in our Certificate of Designations, certain shares of Series A Preferred Stock held by affiliates of Coliseum may only be voted to the extent that the aggregate voting power of such Series A Preferred Stock and any

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	common stock issued upon conversion thereof does not exceed 9.9% of the aggregate voting power of all of our voting stock outstanding at the close of business on September 14, 2020. As a result, the shares of Series A Preferred Stock are entitled to an aggregate of 431,864 votes on each matter voted upon. Votes may not be cumulated. As such, the total number of shares entitled to vote at the Annual Meeting is 33,338,175.
What constitutes a quorum?	The presence at the Annual Meeting, in person or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast on any matter at the Annual Meeting will constitute a quorum. Proxies received but marked as abstentions and broker “non-votes” will be included in the calculation of the number of votes considered to be present at the Annual Meeting and will be counted for quorum purposes.
How can I attend the Annual Meeting?	Stockholders may attend the Annual Meeting online by visiting www.virtualshareholdermeeting.com/UTI2022. In order to vote or submit a question during the Annual Meeting, you will need to follow the instructions posted at www.virtualshareholdermeeting.com/UTI2022 and will need the control number included in the Notice sent to you or, if you requested printed copies be sent to you by mail, on your proxy card or in the instructions that accompanied your proxy materials. Broadridge Financial Solutions is hosting our virtual Annual Meeting and, on the date of the Annual Meeting, will be available by telephone at 844-986-0822 to answer your questions regarding how to attend and participate in the Annual Meeting.
What is the difference between a stockholder of record and a beneficial owner of shares held in street name?	•  Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare, Inc., you are considered the stockholder of record with respect to those shares, and we sent the Notice directly to you. If you requested printed copies of the proxy materials by mail, you also received a proxy card. If you are a stockholder of record, you will receive only one Notice or proxy card for all the shares of stock you hold in certificate form, in book-entry form and in any Company benefit plan. •  Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a broker, bank or other nominee, then you are the beneficial owner of those shares held in “street name.” If you are a beneficial owner, the Notice was forwarded to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares. As a beneficial owner, you have the right to instruct your broker, bank or other nominee on how to vote the shares held in your account. Those instructions are contained in a “voting instruction form.” If you request printed copies of the proxy materials by mail, you will receive a voting instruction form.
How are proxies voted?	All shares represented by valid proxies received prior to the Annual Meeting will be voted and, where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder’s instructions.

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What different methods may I use to vote?	•  Voting Electronically During the Annual Meeting. If you desire to vote electronically during the live webcast of the Annual Meeting, please follow the instructions for attending and voting at the Annual Meeting posted at www.virtualshareholdermeeting.com/UTI2022. You will need the 16-digit control number included in the Notice sent to you or, if you requested printed copies be sent to you by mail, on your proxy card or in the instructions that accompanied your proxy materials. All votes must be received by the inspector of election before the polls close at the Annual Meeting. •  Voting by Proxy for Shares Held by a Stockholder of Record. If you are a stockholder of record, you may instruct the proxy holders named in the accompanying proxy card on how to vote your shares of common stock in one of the following ways: •  By Telephone or Internet. If you requested printed copies of the proxy materials be sent to you by mail, you may vote by proxy by calling the toll-free number found on the proxy card. You may also vote by proxy over the Internet by visiting http://www.proxyvote.com and entering the control number found in the Notice sent to you, or, if you requested printed copies of the proxy materials be sent to you by mail, by following the instructions provided with the proxy card. The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares and to confirm that their instructions have been recorded properly.
	•  By Written Proxy. If you requested printed copies of the proxy materials be sent to you by mail, you can vote by signing, dating and mailing the proxy card in the prepaid enclosed envelope.
	•  Voting by Proxy for Shares Held by Beneficial Owners in Street Name. If you are a beneficial owner, you may instruct the broker, bank or other nominee that holds your shares in “street name” to vote your shares of common stock in one of the following ways: •  By Telephone or Internet. If you requested printed copies of the proxy materials be sent to you by mail, you may vote by proxy by calling the toll-free number found on the voting instruction form you received from the organization holding your shares. You may also vote by proxy over the Internet by visiting http://www.proxyvote.com and entering the control number found in the Notice sent to you, or, if you requested printed copies of the proxy materials be sent to you by mail, by following the instructions provided in the voting instruction form you received from the organization holding your shares.

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	•  By Written Proxy. If you requested printed copies of the proxy materials be sent to you by mail, you may vote by proxy by filling out the voting instruction form you received from the organization that holds your shares and sending it back in the envelope provided.
What if I am a stockholder of record and do not specify a choice for a matter when returning a proxy?	If you are a stockholder of record and you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares: •  “FOR” the election of the two (2) Class III director nominees set forth in this Proxy Statement; and •  “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2022.
What if I am a beneficial owner and do not give voting instructions to my broker?	If you are a beneficial owner, in order to ensure your shares are voted in the way you would like, you must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee. If you do not provide voting instructions to your bank, broker or other nominee, whether your shares can be voted by such person depends on the type of item being considered for vote. •  Non-Discretionary Items. The election of directors is a non-discretionary item and may not be voted on by brokers, banks or other nominees who have not received specific voting instructions from beneficial owners. If the broker, bank or other nominee that holds your shares does not receive instructions from you on how to vote your shares on a non-discretionary matter, the broker, bank or other nominee that holds your shares will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.” •  Discretionary Items. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2022 is a discretionary item. Generally, banks, brokers and other nominees that do not receive voting instructions from beneficial owners may vote on this proposal in their discretion.
How many votes are needed to approve each item?	•  Our Fourth Amended and Restated Bylaws (our “Bylaws”) provide that in a non-contested election, each director nominee must be elected by the affirmative vote of a majority of the votes cast, electronically or by proxy, with respect to that director’s election. A “majority of the votes cast” means that the number of votes “FOR” a director nominee must exceed the number of votes “AGAINST” that director nominee. Accordingly, abstentions will have no effect on the election of a director. Pursuant to our Corporate Governance Guidelines, our Board expects any director nominee who is an incumbent director and is not re-elected to promptly tender his or her

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resignation, and our Board, excluding the director who tenders his or her resignation, must promptly decide whether to accept or reject the resignation. Uninstructed shares are not entitled to vote on the election of directors. The affirmative vote of a plurality of the votes cast at the Annual Meeting, electronically or by proxy, is required for the election of directors (Proposal No. 1). This means that the nine director nominees receiving the greatest number of votes will be elected.

•  The affirmative vote of a majority of the shares of capital stock present or represented at the Annual Meeting and entitled to vote is required to approve the proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2022. Although this vote is not binding, our Board and its Audit Committee will take the results of the vote under advisement when making future decisions regarding the Company’s independent registered public accounting firm.

Any stockholder entitled to vote on any matter may vote part of such stockholder’s shares in favor of the proposal and refrain from voting the remaining shares or, except with respect to the election of directors, may vote the remaining shares against the proposal; but if the stockholder fails to specify the number of shares which the stockholder is voting affirmatively or otherwise indicates how the number of shares to be voted affirmatively is to be determined, it will be conclusively presumed that the stockholder’s approving vote is with respect to all shares which the stockholder is entitled to vote.

If any other matters are properly presented at the Annual Meeting for consideration, including, among other things, consideration of a motion to adjourn the meeting to another time or place, the individuals named as proxies and acting thereunder will have discretion to vote on those matters according to their best judgment to the same extent as the person delivering the proxy would be entitled to vote. If the Annual Meeting is postponed or adjourned, a stockholder’s proxy will remain valid and may be voted at the postponed or adjourned meeting. A stockholder still will be able to revoke the stockholder’s proxy until it is voted. As of the date of this Proxy Statement, our Board did not know of any matters other than those described in this Proxy Statement to be presented at the Annual Meeting.

Proxies properly executed and received by us prior to the Annual Meeting and not revoked will be voted as directed therein on all matters presented at the Annual Meeting. If you submit a proxy or voting instruction form by Internet, telephone or mail without giving specific voting instructions on one or more matters listed in the notice for the meeting, your shares will be voted as recommended by our Board on such matters, and as the proxyholders may determine in their discretion with respect to any other matters properly presented for a vote at the meeting.

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How are abstentions, withhold votes and broker non-votes counted?	Abstentions and broker non-votes will not be considered votes cast for voting purposes for all proposals. Accordingly, abstentions will have no effect on the election of a director and will have the same effect as a vote against ratification of Deloitte & Touche LLP.
Can I change my vote after I have voted?	You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting by: •  Voting again on a later date through the Internet or by telephone (in which case only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted) or by signing and returning a new proxy card or voting instruction form with a later date; •  By attending the Annual Meeting virtually and voting during the Annual Meeting; or •  By delivering a written notice of revocation prior to the Annual Meeting to Christopher E. Kevane, our Senior Vice President, Chief Legal Officer, and Secretary, at 4225 E. Windrose Drive, Suite 200, Phoenix, Arizona 85032. If you are a beneficial owner and your shares are held in the name of your broker, bank or other nominee, please follow the voting instructions provided by the holder of your common stock regarding how to revoke your proxy.
Where can I find the voting results of the Annual Meeting?	We intend to announce preliminary voting results at the Annual Meeting and disclose final results in a Current Report on Form 8-K filed with the SEC within four business days after the Annual Meeting. If final results are not yet known within that four business day period, we will disclose preliminary voting results in a Form 8-K and file an amendment to the Form 8-K to disclose the final results within four business days after such final results are known.
Who pays the cost for soliciting proxies by the Board?	We will bear the cost of soliciting proxies, including the cost of preparing, printing and mailing the materials in connection with the solicitation of proxies. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending the proxy materials to the beneficial owners of our common stock. In addition to solicitations by mail, our officers and regular employees may, on behalf of the Company, without being additionally compensated, solicit proxies personally and by mail, telephone, facsimile or electronic communication.
If I share an address with another stockholder, and we received only one paper copy of the proxy materials, how may I obtain an additional copy of the proxy materials?	We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we are delivering a single copy of the Notice and, if applicable, this Proxy Statement and the Annual Report to multiple stockholders who share the same address unless we have received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, this Proxy Statement and the Annual Report to any stockholder at a

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shared address to which we delivered a single copy of any of these documents. To receive a separate copy of the Notice and, if applicable, this Proxy Statement or the Annual Report, stockholders may write or call us at the following address and telephone number:

Universal Technical Institute, Inc.

Attention: Christopher E. Kevane

Senior Vice President, Chief Legal Officer, and Secretary

4225 E. Windrose Drive, Suite 200

Phoenix, Arizona 85032

(623) 445-9500

Stockholders who hold shares in “street name” may contact their broker, bank or other similar nominee to request information about householding.

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SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2023 ANNUAL MEETING

From time to time, our stockholders seek to nominate directors or to present proposals for inclusion in the proxy statement and form of proxy, or otherwise for consideration at the annual meeting. To be included in the proxy statement or considered at an annual meeting, a stockholder must timely submit nominations of directors or other proposals to us in addition to complying with certain rules and regulations promulgated by the SEC. We intend to hold our 2023 annual meeting of stockholders during February or March 2023. Stockholders who intend to present proposals at the 2023 annual meeting of stockholders, and who wish to have those proposals included in our proxy statement for the 2023 annual meeting, must be certain that those proposals are received at our principal executive offices at 4225 E. Windrose Drive, Suite 200, Phoenix, Arizona 85032; Attention: Secretary, no later than September 22, 2022. If such proposal is in compliance with all of the requirements of Rule 14a-8 under the Exchange Act, it will be included in the proxy statement and set forth on the form of proxy issued for such annual meeting of stockholders. It is urged that any such proposal be sent by certified mail, return receipt requested.

Notice of stockholder proposals to be raised from the floor of the 2023 annual meeting of stockholders outside of Rule 14a-8 must be received by our Secretary at the address set forth above between November 4, 2022 and December 4, 2022 for possible consideration at the meeting. The stockholder notice must comply with the information requirements set forth in our Bylaws. Stockholders should direct any communications, as well as related questions, to our Secretary at the address set forth on the first page of this Proxy Statement.

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OTHER MATTERS

As of the date of this Proxy Statement, we have not been presented with any other business for consideration at the Annual Meeting. If any other matter is properly brought before the meeting for action by the stockholders, your proxy (unless revoked) will be voted in accordance with the recommendation of our Board, or at the discretion of the proxy holders if no recommendation is made.

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ANNUAL REPORT

Our 2021 Annual Report, including financial statements, is filed with the SEC and, along with this Proxy Statement, is available electronically on our investor relations website at http://ir.storecapital.com to all stockholders of record as of January 7, 2022, including those stockholders whose shares are held in a brokerage, bank or similar account, who will receive the same mailing from the organization holding the account. We will provide without charge, upon written request to Christopher E. Kevane, Senior Vice President, Chief Legal Officer, at Universal Technical Institute, Inc., 4225 East Windrose Drive, Suite 200, Phoenix, Arizona 85032, a copy of our Annual Report on Form 10-K, including the financial statements and financial statement schedules, filed with the SEC for the year ended September 30, 2021.

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NO INCORPORATION BY REFERENCE

In our filings with the SEC, information is sometimes “incorporated by reference.” This means that we refer you to information previously filed with the SEC that should be considered as part of the particular filing. As provided under SEC regulations, the “Audit Committee Report” and the “Compensation Committee Report” contained in this Proxy Statement specifically are not incorporated by reference into any other filings with the SEC and shall not be deemed to be “Soliciting Material.” In addition, this Proxy Statement includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this Proxy Statement.

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                UNIVERSAL TECHNICAL INSTITUTE, INC.             4225 EAST WINDROSE DRIVE             SUITE 200             PHOENIX, ARIZONA 85032 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above   Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.   During The Meeting - Go to www.virtualshareholdermeeting.com/UTI2022   You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.   VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.   VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[D27688-P47757]             KEEP THIS PORTION FOR YOUR RECORDS
	DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED

UNIVERSAL TECHNICAL INSTITUTE, INC.			For   All	Withhold  All	For All  Except	To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
	The Board of Directors recommends you vote “FOR” each of the nominees listed in Item 1.
	1.	Election of two (2) Class III Directors	☐	☐	☐
		Nominees:
		01)  Kenneth R. Trammell
		02)  Loretta L. Sanchez
	The Board of Directors recommends you vote “FOR” the following proposals:						For	Against	Abstain
	2.	To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending September 30, 2022.					☐	☐	☐
	NOTE: The shares represented by this proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder(s). If no direction is made, this proxy will be voted “FOR” each of the nominees listed in Item 1 and “FOR” Item 2. If any other matters properly come before the meeting or any postponement or adjournment of the meeting, the person(s) named in this proxy will vote in their discretion.
	Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
	Signature [PLEASE SIGN WITHIN BOX]					Signature (Joint Owners)

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on March 4, 2022:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper copy or email copy of the material(s) by requesting prior to February 18, 2022. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.proxyvote.com, (2) call 1-800-690-6903 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include the information that is printed in the box marked by the arrow ® xxxx xxxx xxxx xxxx in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

THIS PROXY IS SOLICITED ON BEHALF OF

THE BOARD OF DIRECTORS OF UNIVERSAL TECHNICAL INSTITUTE, INC.

FOR USE AT THE 2022 ANNUAL MEETING OF STOCKHOLDERS ON

March 4, 2022

The undersigned stockholder(s) of Universal Technical Institute, Inc., a Delaware corporation, hereby appoint(s) Jerome A. Grant, Troy R. Anderson, and Christopher E. Kevane, and each or any of them, as proxies, with full power of substitution, and hereby authorize(s) them to cast on behalf of the undersigned, as designated on the reverse side of this proxy card, all votes that the undersigned is/are entitled to cast at the 2022 Annual Meeting of Stockholders to be held virtually at www.virtualshareholdermeeting.com/UTI2022 on Friday, March 4, 2022 at 7:30 a.m., Arizona time, or any postponement or adjournment thereof, in accordance with and as more fully described in the Notice of the Annual Meeting of Stockholders and the Proxy Statement, receipt of each of which are hereby acknowledged and the terms of each of which are incorporated by reference, and otherwise to represent the undersigned at the meeting with all powers the undersigned would possess if personally present at the meeting. The undersigned hereby revokes any proxy heretofore given with respect to the 2022 Annual Meeting of Stockholders.

THE PERSONS NAMED IN THIS PROXY WILL VOTE THE SHARES: (1) AS YOU SPECIFY ON THE BACK OF THIS PROXY CARD, (2) AS THE BOARD OF DIRECTORS RECOMMENDS WHERE YOU DO NOT SPECIFY YOUR VOTE ON A MATTER LISTED ON THE BACK OF THIS PROXY CARD, AND (3) AS THEY DECIDE ON ANY OTHER MATTER PROPERLY COMING BEFORE THE ANNUAL MEETING.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.

Continued and to be signed on reverse side