Brandon Pope
About Brandon Pope
Brandon Pope, age 61, is Chief Financial Officer of Legacy Education Inc. (LGCY). He served as CFO of Legacy Education, L.L.C. from June 2018–September 2021 and has been LGCY’s CFO since September 2021; he is a California-licensed CPA and holds a BS in Business Administration and an MBA from the University of Phoenix . The proxy does not disclose total shareholder return (TSR), revenue growth, or EBITDA growth for Mr. Pope’s tenure, and compensation metrics are determined by the Compensation Committee rather than fixed financial targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Legacy Education, L.L.C. | Chief Financial Officer | 2018–2021 | Senior finance leadership in career education |
| Legacy Education Inc. | Chief Financial Officer | 2021–Present | Public-company CFO; reporting and controls |
| Squar Milner (accounting/advisory) | Controller | 2017–2018 | Accounting leadership at advisory firm |
| International Education Corporation | SVP, Corporate Controller | 2014–2017 | Corporate reporting in career education |
| Pope Consulting Group, LLP | Principal | 2014–2017 | Accounting advisory practice leadership |
| Bridgepoint Education, Inc. | VP, Chief Accounting Officer; VP, Corporate Controller | 2008–2014 | Public-company accounting and reporting |
| Corinthian Colleges, Inc. | Assistant VP, Assistant Controller | Prior to 2008 | Accounting leadership in higher education |
| Stater Bros. Markets | Assistant Controller | Prior to 2008 | Retail accounting leadership |
| Ingram Micro, Inc. | Senior Manager/Manager Financial Reporting; Senior Accountant | Prior to 2008 | Technology distribution financial reporting |
External Roles
No external public-company board roles disclosed for Mr. Pope in the proxy .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Salary ($) | $228,116 | $263,250 |
| Target Bonus ($) | Not disclosed | Up to $300,000 (committee-determined) |
| Actual Bonus Paid ($) | $168,750 | $300,000 |
Current compensation terms (per employment agreement dated March 28, 2025):
- Base salary: $300,000 per year
- Annual bonus opportunity: Up to $300,000 (equal to base), contingent on Company and individual performance targets set by the Compensation Committee
- Perquisites: Not a material component; executives generally do not receive non-business reimbursements
- 401(k): Company maintains a qualified plan
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (FY 2025) | Company and individual performance targets determined by Compensation Committee | Not disclosed | $300,000 | Met (committee discretion) | $300,000 | Cash (no vesting) |
| Stock Options (Time-Based) | Time-based service vesting; no explicit performance metrics disclosed | N/A | N/A | N/A | N/A | Monthly vesting over 3 years beginning April 2, 2025 for option grants marked (3) |
Equity grant practices and governance:
- Committee states no option grants are timed around material nonpublic information; no grants in the 4 business days prior to or 1 business day following filings of material information on 8-K/periodic reports; last option grants occurred September 2025 .
- Compensation Committee administers the Company’s Clawback Policy .
- Company does not currently prohibit employee/officer/director hedging of Company stock (anti-hedging policy absent) .
Equity Ownership & Alignment
Beneficial ownership as of October 17, 2025:
| Component | Shares | % of shares outstanding |
|---|---|---|
| Beneficial ownership (options exercisable within 60 days) | 278,498 | 2.17% |
Outstanding equity awards (June 30, 2025):
| Grant (Exercise Price) | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Options at $1.80 | 50,000 | 50,000 | 1.80 | 6/1/2028 | Monthly over 3 years beginning 4/2/2025 (footnote 3) |
| Options at $3.74 | 156,696 | — | 3.74 | 4/1/2034 | Not specified (listed as exercisable) |
| Options at $7.25 | 7,267 | 79,942 | 7.25 | 4/2/2035 | Monthly over 3 years beginning 4/2/2025 (footnote 3) |
Additional context:
- Equity plan overhang/availability: 2,065,217 shares subject to outstanding options (weighted average exercise price $4.59); 1,190,352 shares available for future issuance under the 2021 Plan .
Ownership policies and risk flags:
- No anti-hedging prohibition; pledging status not disclosed .
- Stock ownership guidelines and compliance status not disclosed in proxy .
Employment Terms
- Agreement date: March 28, 2025 (Pope Employment Agreement)
- Term: Two-year initial term from the Effective Date; auto-renews for successive one-year periods unless a party gives non-renewal notice
- Severance economics (upon Company termination without Cause, Company non-renewal at end of initial term, or resignation for Good Reason):
- Lump sum equal to 24 months of base salary
- Reimbursement of medical insurance premiums for 24 months
- Accelerated vesting of all outstanding unvested equity and full exercisability of options/SARs
- No severance if terminated for Cause or resignation without Good Reason
- Clawback: Compensation Committee administers Clawback Policy
- Equity grant timing policy around MNPI: Restrictions on timing options around filings; RSUs not subject to timing restrictions noted
Investment Implications
- Pay-for-performance transparency: Bonus eligibility is significant (up to 100% of base) but metrics are committee-determined and not disclosed, limiting external assessment of pay-for-performance alignment; actual FY25 bonus paid at the full $300,000 level .
- Retention and termination cost: Generous severance (24 months base plus benefits) with accelerated vesting upon qualifying termination increases termination cost and provides downside protection; this can reduce near-term voluntary departure risk but may weaken performance sensitivity if not coupled with robust disclosed metrics .
- Equity alignment and potential supply dynamics: Material option holdings (278,498 beneficially owned within 60 days; several grants vesting monthly through 2028–2035) align incentives to support long-term share appreciation; monthly vesting creates regular liquidity windows that could translate to periodic Form 4 activity and potential selling pressure depending on personal diversification needs (actual selling not disclosed here) .
- Governance red flags: Absence of an anti-hedging policy is shareholder-unfriendly and can dilute alignment; clawback policy is positive, and equity grant timing controls around MNPI are prudent .