Blaine Faulkner
About Blaine Faulkner
Independent director (age 62) of Legacy Education Inc. since December 2023; designated by the Board as independent under NYSE American rules. Career spans 30+ years across healthcare services and finance, including CEO/President roles and CFO positions; CPA (inactive) with seven years at Ernst & Young. Education: B.S. Business Administration (Accounting emphasis), San Diego State University; MBA, University of San Diego. Serves as Audit Committee Chair and is the Board’s “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Health Group Corp | Chief Executive Officer & President | 2012–2017 | Led managed care services provider to healthcare payors |
| Lightfully Behavioral Health | Chief Financial Officer | 2018–2024 | Multi-site behavioral health treatment provider |
| Alsana | Chief Financial Officer | 2018–2024 | Multi-site behavioral health treatment provider |
| Ernst & Young | Audit/Advisory (CPA, inactive) | ~7 years | Foundational accounting and audit rigor |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lamden School of Accountancy, SDSU | Advisory Board Member | Ongoing | Academic advisory and curriculum insight |
Board Governance
- Independence, board balance, and structure: Board determined Faulkner is independent; Board is 50% independent. CEO serves as Board Chair; Board believes a Lead Independent Director is not necessary at this time. Independent directors meet separately without management on a regular basis.
- Committee assignments:
- Audit Committee: Chair; financial literacy satisfied by all members; Faulkner designated “audit committee financial expert.”
- Compensation Committee: Member.
- Nominating & Corporate Governance Committee: Member.
- Meetings and attendance: FY2025 Board held 5 meetings; Audit Committee held 1 meeting; Compensation Committee held no meetings; Nominating & Corporate Governance acted by written consent once. No director attended fewer than 75% of combined Board and committee meetings.
| Committee | Role | Membership |
|---|---|---|
| Audit | Chair | Blaine Faulkner; Janis Paulson; Zwade J. Marshall |
| Compensation | Member | Zwade J. Marshall (Chair); Janis Paulson; Blaine Faulkner |
| Nominating & Corporate Governance | Member | Janis Paulson (Chair); Zwade J. Marshall; Blaine Faulkner; Gerald Amato |
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2025 | 35,500 | Company policy: $40,000 annual Board retainer; Committee chair +$10,000; Committee member +$5,000 per committee. Actual paid can vary by service period/timing. |
Performance Compensation
| Fiscal Year | Option Awards (Grant-date Fair Value, $) | Grant Timing/Policy | Performance Metrics |
|---|---|---|---|
| 2025 | 176,596 | Company restricts option grants around filings/MNPI; last director option grant noted January 2025 (company statement); executives’ last option grant September 2025. | No performance-based metrics disclosed for director compensation; compensation comprises cash retainer and equity options. |
Equity grant practices: Company states it does not time disclosure to affect executive compensation value and restricts option grants close to material filings; restrictions do not apply to RSUs.
Other Directorships & Interlocks
| Company | Role | Status | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or interlocks disclosed for Faulkner. |
Expertise & Qualifications
- CPA (inactive) with seven years at Ernst & Young; designated audit committee financial expert by the Board.
- Senior leadership in healthcare services (CEO/President) and multi-site behavioral health finance (CFO), providing risk oversight, operational, and accounting rigor.
- Academic engagement via SDSU Accountancy Advisory Board.
- Degrees: B.S. (Accounting emphasis) SDSU; MBA, University of San Diego.
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | Ownership % of Outstanding | Breakdown |
|---|---|---|---|
| Blaine Faulkner | 113,379 | <1% (*) | 81,000 shares (Faulkner Family Trust DTD 2/11/1999) ; 32,379 options exercisable within 60 days |
Shares outstanding at record date: 12,564,370.
No disclosures of share pledging or hedging activity specific to Faulkner; company does not currently prohibit hedging by directors.
Governance Assessment
-
Strengths
- Independence and role: Independent director; Audit Committee Chair; designated audit committee financial expert—supports robust financial oversight.
- Engagement: No director fell below 75% attendance in FY2025; independent directors meet in executive sessions.
- Ownership: Beneficial ownership (incl. options) demonstrates some alignment, though under 1% of shares.
-
Risks and Red Flags
- Anti-hedging: Company does not prohibit hedging by directors—misalignment risk with shareholders.
- Board leadership: Combined CEO/Chair and no Lead Independent Director—potential governance concentration risk; Board cites company size to justify structure.
- Director compensation mix: Meaningful option awards ($176,596 FV) vs. cash fees ($35,500); absence of disclosed performance metrics for director pay may weaken pay-for-performance linkage at the director level.
-
Related-party exposure
- No related-party transactions disclosed for Faulkner; other directors (Amato, Tiderman) received consulting fees, but none noted for Faulkner.
-
Committee process
- Compensation Committee oversees Clawback Policy administration (scope not detailed), indicating some recourse mechanisms exist though triggers/enforcement history are not disclosed.
Overall: Faulkner’s finance/accounting depth, audit chairmanship, and independence support board effectiveness; the lack of an anti-hedging policy and combined CEO/Chair structure are notable governance drawbacks from an investor-alignment perspective.