0001261654-21-000091.txt : 20211210 0001261654-21-000091.hdr.sgml : 20211210 20211210172016 ACCESSION NUMBER: 0001261654-21-000091 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211208 FILED AS OF DATE: 20211210 DATE AS OF CHANGE: 20211210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mason Sonia Claire CENTRAL INDEX KEY: 0001821986 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31923 FILM NUMBER: 211486321 MAIL ADDRESS: STREET 1: 4225 EAST WINDROSE DRIVE STREET 2: SUITE 200 CITY: PHOENIX STATE: AZ ZIP: 85032 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL TECHNICAL INSTITUTE INC CENTRAL INDEX KEY: 0001261654 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 860226984 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 4225 EAST WINDROSE DRIVE STREET 2: SUITE 200 CITY: PHOENIX STATE: AZ ZIP: 85032 BUSINESS PHONE: 623-445-9500 MAIL ADDRESS: STREET 1: 4225 EAST WINDROSE DRIVE STREET 2: SUITE 200 CITY: PHOENIX STATE: AZ ZIP: 85032 4 1 wf-form4_163917479970002.xml FORM 4 X0306 4 2021-12-08 0 0001261654 UNIVERSAL TECHNICAL INSTITUTE INC UTI 0001821986 Mason Sonia Claire 4225 E. WINDROSE DRIVE SUITE 200 PHOENIX AZ 85032 0 1 0 0 Chief Human Resources Officer Performance Units 2021-12-08 4 A 0 22990 0 A 2024-12-08 Common Stock, $0.0001 par value 22990.0 59917 D Restricted Stock Units 2021-12-08 4 A 0 12261 0 A 2024-12-08 Common Stock, $0.0001 par value 12261.0 30037 D Each performance unit represents a contingent right to receive one share of the UTI Common Stock, 60% of which vest based on revenue for the fiscal year ending September 30, 2024 and 40% of which vest based on income (loss) from operations for the fiscal year ending September 30, 2024, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the UTI Common Stock is based upon the 30-trading day average closing stock price (i) ending on and including the grant date, and (ii) ending on and including the last day of the Performance Period. The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares. Each restricted stock unit represents a contingent right to receive one share of UTI Common Stock. The restricted stock units vest in three equal annual installments beginning on December 8, 2022. EXHIBIT LIST: EX-24 Power of Attorney for: /s/ Christopher Kevane, attorney-in-fact for Sonia Claire Mason /s/ Christopher Kevane, attorney-in-fact for Sonia Claire Mason 2021-12-10 EX-24 2 section16powerofattorney_m.htm POWER OF ATTORNEY FOR: /S/ CHRISTOPHER KEVANE, ATTORNEY-IN-FACT FOR SONIA CLAIRE MASON

LIMITED POWER OF ATTORNEY FOR

SECTION 16 REPORTING OBLIGATIONS





Know all by these presents, that the undersigned hereby makes, constitutes and appoints Christopher
Kevane, Scott Levine and Christine Kline, and each of them, as the undersignedTMs true and lawful attorney-
in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead
of the undersigned to:



(1) with respect to the equity securities of Universal Technical Institute, Inc. a Delaware
corporation (the Company), prepare, execute, acknowledge, deliver and file with the United
States Securities and Exchange Commission (the SEC), any national securities exchanges
and the Company, (i) a Form ID, and any amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the undersigned to make
electronic filings with the SEC, and (ii) any and all reports (including Forms 3, 4, and 5) and
any amendments thereto, as considered necessary or advisable under Section 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as
amended from time to time (the Exchange Act);




(2) seek or obtain, as the undersigned's representative and on the undersignedTMs behalf, information
regarding transactions in the Company's equity securities from any third party, including the
Company and any brokers, dealers, employee benefit plan administrators and trustees, and the
undersigned hereby authorizes any such person to release any such information to the
undersigned and approves and ratifies any such release of information; and




(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or
desirable for and on behalf of the undersigned in connection with the foregoing.




The undersigned acknowledges that:



(1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in his or
her discretion on information provided to such attorney-in-fact without independent
verification of such information;




(2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney will be in such form and will contain such information and
disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;




(3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's
responsibility to comply with the requirements of Section 16 of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such requirements, or (iii) any
obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the
Exchange Act; and




(4) this Power of Attorney does not relieve the undersigned from responsibility for compliance
with the undersigned's obligations under Section 16 of the Exchange Act, including without
limitation the reporting requirements under Section 16 of the Exchange Act.





[Signature Page to Section 16 POA]



The undersigned hereby gives and grants the foregoing attorneys-in-fact, and each of them, full power and
authority to do and perform any and every act and thing whatsoever requisite, necessary or appropriate to
be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or
could do if present, with full power of substitution and re-substitution, hereby ratifying and confirming all

that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by
authority of this Power of Attorney.



This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to
file reports (including Forms 3, 4 and 5) under Section 16 of the Exchange Act with respect to the
undersignedTMs transactions in equity securities of the Company, unless earlier revoked by the undersigned
in a signed writing delivered to such attorney-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10/15/2021.

Signature - Sonia Mason


Printed Name - Sonia Mason