Monitor the December 15 annual meeting for director election results and auditor ratification. The significant drop in CEO compensation from FY2025 to FY2026 reflects the absence of large option grants, not a change in base salary or bonus structure. The late Form 3 filings by two new directors suggest administrative gaps in insider reporting compliance.
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Executive Summary
Legacy Education Inc. filed its definitive proxy statement for the 2026 annual meeting, proposing the election of six director nominees and ratification of L J Soldinger Associates as independent auditor. CEO LeeAnn Rohmann's total compensation for fiscal 2026 was $825,094, down significantly from $2.14 million in fiscal 2025 due to the absence of option awards. The proxy discloses related party consulting payments of $176,100 to director Gerald Amato and $103,800 to director Peggy Tiderman.
Key Facts
- Annual meeting scheduled for December 15, 2026, to be held virtually
- Six director nominees: LeeAnn Rohmann, Gerald Amato, Blaine Faulkner, Peggy Tiderman, Zwade Marshall, Janis Paulson
- Board determined 50% of members (Faulkner, Marshall, Paulson) are independent under NYSE American rules
- CEO LeeAnn Rohmann total compensation FY2026: $825,094 (salary $415,000 + non-equity incentive $410,094)
- CEO total compensation FY2025: $2,144,939 (salary $363,846 + option awards $1,190,393 + non-equity incentive $590,700)
- CFO Brandon Pope total compensation FY2026: $521,805 (salary $300,000 + non-equity incentive $221,805)
- Chief Academic Officer Ragheb Milad total compensation FY2026: $487,017 (salary $280,000 + non-equity incentive $207,017)
- No named executive officers received stock option awards in FY2026
- Director Gerald Amato paid $176,100 in consulting fees in FY2026
- Director Peggy Tiderman paid $103,800 in consulting fees through Streamlined Digital LLC in FY2026
- Two new directors (Marshall and Paulson) each filed one late Form 3
- Shares outstanding: 12,815,343 as of record date October 19, 2026
- CEO LeeAnn Rohmann beneficially owns 10.01% of outstanding shares
- Five 5%+ shareholders identified: deRose family (9.55%), Michael Garnick (7.37%), Royce & Associates (6.77%), Mink Brook Asset Management (6.03%)
- Auditor fees for FY2026: $920,597 total ($829,032 audit, $13,060 audit-related, $78,505 tax)
- No shareholder proposals on the ballot
Financial Impact
CEO total compensation decreased 61.5% YoY from $2.14M to $825K, driven by absence of option awards. Auditor fees increased 28% YoY to $920,597.
Risk Factors
- Combined CEO/Chairman role with no lead independent director may raise governance concerns
- Related party consulting payments to two directors ($279,900 total in FY2026) could create perceived conflicts of interest
- Late Section 16(a) filings by two directors indicate insider reporting compliance issues
- Auditor fees increased 28% year-over-year
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001493152-26-048523 |
| Document: 0001493152-26-048523-index-headers.html | 0001493152-26-048523 |
| Document: 0001493152-26-048523-index.html | 0001493152-26-048523 |
| Document: 0001493152-26-048523.txt | 0001493152-26-048523 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 1d ago | DEFA14A | $10.45 | awaiting T+20 | — | $10.22 (−2.20%) |
Oct 26, 2026 1d ago | DEF 14A | $10.45 | awaiting T+20 | — | $10.22 (−2.20%) |
Oct 1, 2026 26d ago | SC 13G | $9.60 | awaiting T+20 | — | $10.22 (+6.46%) |
Sep 24, 2026 4w ago | Press Release | $9.31 $10.25 | ▼ −10.10% | ▼ −11.57% | $10.22 (−9.77%) |
Aug 5, 2026 11w ago | 8-K | $11.98 $10.75 | ▼ −10.27% | ▼ −10.87% | $10.22 (−14.69%) |
May 28, 2026 21w ago | 144 | $11.26 $11.40 | ▲ +1.24% | ▲ +4.39% | $10.22 (−9.24%) |
May 14, 2026 23w ago | 8-K | $11.92 $11.01 | ▼ −7.63% | ▼ −9.75% | $10.22 (−14.26%) |
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