DEF: Legacy Education Sets 2025 Annual Meeting, Board Elections

Sentiment:

Proxy Statement 24 October 2025 4:05 PM

Legacy Education Inc. announced its 2025 Annual Meeting of Shareholders to be held virtually on December 16, 2025, to elect directors and ratify its independent accounting firm.

Summary

The 2025 Annual Meeting of Shareholders will be held virtually on Tuesday, December 16, 2025, at 1:00 p.m. Eastern Time.
Shareholders will vote on the election of six directors to serve for a one-year term expiring at the 2026 annual meeting.
Shareholders will also vote to ratify the appointment of L J Soldinger Associates, LLC as the independent registered public accounting firm for the fiscal year ending June 30, 2026.
The Board of Directors unanimously recommends voting FOR the election of all six director nominees and FOR the ratification of L J Soldinger Associates, LLC.
The record date for shareholders entitled to vote at the meeting is October 17, 2025, with 12,564,370 shares of common stock issued and outstanding.
Proxy materials were made available to shareholders on or about October 24, 2025, via a Notice of Internet Availability.
The company's Board consists of six directors, with 50% (Blaine Faulkner, Zwade J. Marshall, Janis L. Paulson) determined to be independent under NYSE American Rules.
LeeAnn Rohmann serves as both Chief Executive Officer and Chairman of the Board.
The company has adopted a Code of Business Conduct and Ethics and charters for its Audit, Compensation, and Nominating and Corporate Governance Committees.

Sentiment

Score: 5

Explanation: The filing is a routine corporate governance document, a proxy statement, which typically does not contain information that would significantly alter market sentiment. It outlines standard annual meeting proposals, board composition, and executive compensation, without presenting new financial performance data or strategic initiatives that would warrant a strong positive or negative sentiment.

Positives

Fifty percent of the Board of Directors are independent, reinforcing objective oversight of management.
The company has a formal Code of Business Conduct and Ethics and established charters for its key committees (Audit, Compensation, Nominating and Corporate Governance).
Blaine Faulkner, a director, is qualified as an audit committee financial expert, enhancing financial oversight.
Executive compensation for LeeAnn Rohmann, Brandon Pope, and Ragheb Milad significantly increased from fiscal year 2024 to 2025, potentially indicating strong company performance or confidence in management.
The company has a policy against timing equity award grants around material nonpublic information releases, promoting fair compensation practices.

Negatives

The company does not currently have a policy prohibiting employees, officers, or directors from engaging in transactions that hedge or offset the market value of the company's equity securities.
Significant consulting fees were paid to directors Gerald Amato ($135,875 in FY2025) and Peggy Tiderman ($152,279 in FY2025), which are considered related party transactions.

Future Outlook

The filing primarily focuses on the upcoming 2025 Annual Meeting and procedural matters. It outlines deadlines for shareholder proposals for the 2026 Annual Meeting, including those for inclusion in proxy materials (June 26, 2026) and director nominations under universal proxy rules (October 17, 2026). No specific forward-looking financial guidance or strategic business outlook is provided.

Management Comments

Our Board unanimously recommends that you vote: FOR the election of our Board's six director nominees (Proposal 1); and FOR the ratification of the appointment of Soldinger as our independent registered public accounting firm for the fiscal year ending June 30, 2026 (Proposal 2).
We believe that good corporate governance is important to ensure that our Company is managed for the long-term benefit of our shareholders.
We believe that the fact that 50% of the Board are independent reinforces the independence of the Board in its oversight of our business and affairs, and provides for objective evaluation and oversight of management's performance, as well as management accountability.
The Board believes that Ms. Rohmann is best situated to serve as Chairman because she is the director most familiar with the Company's business and industry and is also the person most capable of effectively identifying strategic priorities and leading the discussion and execution of corporate strategy.

Industry Context

This proxy statement is highly company-specific, focusing on internal governance, director elections, and executive compensation. It does not provide broader industry trends or competitive analysis. The company operates in the higher education industry, as indicated by the biographies of its CEO and Chief Academic Officer, but the filing does not discuss the industry's current state or future outlook.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Composition	The Board consists of six directors, with 50% (Blaine Faulkner, Zwade J. Marshall, Janis L. Paulson) identified as independent under NYSE American Rules.	Ongoing	Enhances board independence and oversight, aligning with good governance practices.
Board Leadership Structure	LeeAnn Rohmann serves as both Chairman of the Board and Chief Executive Officer. The company does not have a formal policy separating these roles, believing it is appropriate given the company's size and Ms. Rohmann's familiarity with the business.	Ongoing	Maintains a unified leadership structure, potentially streamlining decision-making, but may raise questions about independent oversight without a lead independent director.
Committee Structure	The Board has standing Audit, Compensation, and Nominating and Corporate Governance Committees, each with a written charter available on the company's website.	Ongoing	Provides structured oversight for key areas like financial reporting, executive compensation, and director nominations.
Code of Business Conduct and Ethics	A written Code of Business Conduct and Ethics applies to all officers, directors, and employees.	Ongoing	Establishes ethical standards and guidelines for conduct across the organization.
Anti-hedging Policy	The company does not currently have a policy prohibiting employees, officers, or directors from engaging in transactions that hedge or offset any decrease in the market value of the company's equity securities.	Ongoing	Absence of such a policy may allow executives and directors to mitigate personal risk from stock ownership, potentially reducing alignment with long-term shareholder interests.
Equity Award Grant Practices	The company does not grant stock options in anticipation of material nonpublic information or during blackout periods (four business days prior to or one business day following periodic reports or material 8-K filings). Executive officers are not permitted to choose grant dates.	Ongoing	Promotes transparency and fairness in equity compensation, reducing the potential for insider trading or opportunistic timing of grants.

Legal Proceedings

The company is not aware of any of its directors or officers being involved in any legal proceedings in the past ten years relating to bankruptcy, insolvency, criminal proceedings (other than minor offenses), or other matters set forth under Item 401(f) of Regulation S-K.

Related Party Transactions

Gerald Amato, a director, was paid $135,875 in consulting fees for the fiscal year ended June 30, 2025, and $61,100 for the period from July 1, 2025, through the proxy statement date.
Peggy Tiderman, a director, was paid $152,279 in consulting fees for the fiscal year ended June 30, 2025, and $132,988 for the fiscal year ended June 30, 2024. She was also paid $25,950 for the period from July 1, 2025, through the proxy statement date.
The company has a formal policy for approving related person transactions exceeding the lesser of $120,000 or 1% of average total assets, requiring review and approval by the audit committee or another independent body of the board.

Stakeholder Impact

Shareholders: Will exercise their voting rights on director elections and auditor ratification, influencing corporate governance and oversight. Transparency is provided through proxy materials and virtual meeting access.
Directors: Nominated for re-election, with compensation details disclosed. Independent directors play a key role in oversight.
Management: Executive compensation details are provided, including significant increases for the CEO, CFO, and CAO, reflecting their performance and contractual terms.
Auditor: L J Soldinger Associates, LLC's appointment is up for shareholder ratification, affirming their role in ensuring financial statement integrity.
Employees: The company maintains a 401(k) plan for employees, and the Code of Business Conduct and Ethics applies to all employees.

Next Steps

Shareholders are urged to vote on the election of directors and the ratification of the independent accounting firm by December 16, 2025.
Preliminary voting results will be announced at the Annual Meeting.
Final voting results will be disclosed in a Current Report on Form 8-K filed with the SEC within four business days after the Annual Meeting.
Shareholders intending to submit proposals for the 2026 Annual Meeting must adhere to specific deadlines: June 26, 2026, for inclusion in proxy materials, and between July 19, 2026, and August 18, 2026, for proposals without inclusion in proxy materials.

Key Dates

Date	Description
2008	Ragheb Milad served as Sales Director of 3D Diagnostix and was a practicing physician in Cairo Egypt.
October 2009	LeeAnn Rohmann began serving as Chairman of the Board of Directors.
July 2010	LeeAnn Rohmann began serving as Chief Executive Officer.
December 2011	Peggy Tiderman began serving as a Commissioner of the Accrediting Council for Continuing Education and Training (ACCET).
2012	Blaine Faulkner served as Chief Executive Officer and President of First Health Group Corp.
January 2014	Ragheb Milad served as Director of Academics for High Dessert Medical Colleges (HDMC).
March 2014	Gerald Amato began serving as President of Amato and Partners, LLC.
2014	LeeAnn Rohmann became a member of the Federal Legislative Committee for the Career Education Colleges and Universities (CECU).
December 2014	Brandon Pope served as Senior Vice President, Corporate Controller of International Education Corporation.
2015	Ragheb Milad began serving as a member on the Board of St. Athanasius and St. Cyril Theological School.
2017	Peggy Tiderman co-founded Streamlined Coaching.
October 2017	Brandon Pope served as Controller of Squar Milner.
2018	L J Soldinger Associates, LLC was appointed as the independent registered public accounting firm.
June 2018	Brandon Pope served as Chief Financial Officer of Legacy Education, L.L.C.
2018	Blaine Faulkner served as Chief Financial Officer for Lightfully Behavioral Health and Alsana.
January 2019	Ragheb Milad served as Corporate Director of Education for Legacy Education and Campus President of HDMCs Lancaster, California campus.
June 2021	Ragheb Milad began serving as Chief Academic Officer.
July 2021	Ragheb Milad co-founded ITX PROS and began serving as a member of its board of directors.
September 2021	Gerald Amato began serving as a director.
September 2021	Brandon Pope began serving as Chief Financial Officer of Legacy Education Inc.
July 1, 2023	Employment agreement with LeeAnn Rohmann was entered into.
December 2023	Blaine Faulkner and Peggy Tiderman began serving as directors.
June 30, 2024	End of fiscal year for which executive compensation and audit fees are reported.
September 19, 2024	Legacy Education Inc. Amended and Restated 2021 Equity Incentive Plan was adopted and approved by stockholders.
September 27, 2024	Vesting start date for certain stock options for LeeAnn Rohmann.
March 28, 2025	Amendment to LeeAnn Rohmann's employment agreement, increasing her base salary. Employment agreement with Brandon Pope was entered into.
April 2, 2025	Vesting start date for certain stock options for LeeAnn Rohmann, Brandon Pope, and Ragheb Milad.
September 2025	Zwade J. Marshall and Janis L. Paulson began serving as directors. The compensation committee last granted a stock option.
October 17, 2025	Record date for the 2025 Annual Meeting of Shareholders.
October 24, 2025	Approximate date for mailing the Notice of Internet Availability of Proxy Materials. Date of the Proxy Statement.
December 16, 2025	Date of the 2025 Annual Meeting of Shareholders.
June 30, 2025	End of fiscal year for which audited financial statements, executive compensation, and audit fees are reported.
June 26, 2026	Deadline for shareholder proposals to be considered for inclusion in proxy materials for the 2026 Annual Meeting.
July 19, 2026	Earliest date for shareholder notice of proposals for the 2026 Annual Meeting without inclusion in proxy materials.
August 18, 2026	Latest date for shareholder notice of proposals for the 2026 Annual Meeting without inclusion in proxy materials.
October 17, 2026	Deadline for notice of intent to solicit proxies in support of director nominees under universal proxy rules for the 2026 Annual Meeting.

Recommendation

hold

This filing is a routine proxy statement outlining the agenda for the upcoming annual shareholder meeting, including director elections and auditor ratification. It does not contain new financial performance data, strategic announcements, or other information that would significantly alter the company's valuation or investment thesis. While executive compensation has increased and related-party transactions are noted, these are typical disclosures in a proxy statement and do not present an immediate catalyst for a 'buy' or 'sell' decision. Therefore, a 'hold' recommendation is appropriate as there are no immediate factors warranting a change in investment position based solely on this document.

Keywords

Legacy Education, Proxy Statement, Annual Meeting, Corporate Governance, Director Election, Auditor Ratification, Executive Compensation, Shareholder Vote, SEC Filing

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