Gerald Amato
About Gerald Amato
Gerald Amato, age 74, has served as a director of Legacy Education Inc. since September 2021. He is President of Amato and Partners, LLC (since March 2014) and holds a Bachelor of Science in Finance from St. Francis College, with expertise in investor relations . The Board’s independence disclosure lists three independent directors (Faulkner, Marshall, Paulson); Amato is not listed among those independent determinations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amato and Partners, LLC | President | Mar 2014 – present | Investor relations advisory; relevant capital markets expertise |
External Roles
No other public company directorships were disclosed in the proxy for Mr. Amato .
Board Governance
- Board size and tenure: Six directors, annual elections; Amato nominated to serve a one-year term ending at the 2026 meeting .
- Independence: Board considers Blaine Faulkner, Zwade J. Marshall, and Janis L. Paulson to be independent (50% of Board); Amato is not listed among independent directors .
- Leadership: Combined Chair/CEO (LeeAnn Rohmann); Board states a lead independent director is not necessary at this time .
- Committees:
- Audit: Faulkner (Chair), Paulson, Marshall .
- Compensation: Marshall (Chair), Paulson, Faulkner .
- Nominating & Corporate Governance: Paulson (Chair), Marshall, Faulkner, Amato .
- Attendance: In FY2025, Board held 5 meetings; none of the directors attended fewer than 75% of Board and committee meetings on which they served .
- Executive sessions: Independent directors meet separately without management on a regular basis .
Fixed Compensation
| Metric | FY 2025 |
|---|---|
| Fees earned or paid in cash ($) | $33,750 |
| Annual Board cash retainer policy | $40,000 (director) |
| Committee chair cash fee (policy) | $10,000 (annual) |
| Committee member cash fee (policy) | $5,000 (annual) |
Notes:
- The Company reimburses out-of-pocket expenses for Board meeting attendance .
Performance Compensation
| Component | FY 2025 | Grant Details |
|---|---|---|
| Option Awards ($ fair value) | $176,596 | Grant dates/strike/vesting for director awards not disclosed in proxy |
- The Non-Employee Director Compensation section describes cash retainers and option awards; no performance metrics (e.g., TSR, EBITDA) tied to director compensation were disclosed in that section .
- Equity grant timing controls: Company states it does not time option grants around MNPI, with blackout windows; policy references include January 2025 and September 2025 as last grant periods in different sections .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | — |
- No other public company boards for Mr. Amato were disclosed in the proxy biography .
Expertise & Qualifications
- Investor relations advisory experience (President, Amato and Partners, LLC) .
- BS in Finance, St. Francis College .
Equity Ownership
| Metric | As of Record Date (Oct 17, 2025) |
|---|---|
| Total beneficial ownership (shares) | 310,478 |
| Ownership (%) | 2.41% (12,563,370 shares outstanding) |
| Direct/common shares | 65,000 |
| Options exercisable within 60 days | 245,478 |
- Pledging/hedging: Company states it does not currently have an anti-hedging policy; no pledging disclosure specific to Mr. Amato found in proxy .
Governance Assessment
- Committee assignments and effectiveness:
- Amato serves on the Nominating & Corporate Governance Committee (not chair), which oversees board composition, independence standards, and governance effectiveness .
- Compensation Committee held no meetings in FY2025 but acted by unanimous written consent twice; Audit Committee held one meeting and used written consents thrice. This reliance on written consents may limit deliberation transparency, though attendance thresholds were met .
- Independence and structure:
- Amato is not listed among the Board’s independent directors; combined Chair/CEO with no lead independent director cited as “not necessary,” which can weaken independent oversight .
- Compensation alignment:
- Director pay mix includes cash and significant option awards ($176,596 in FY2025) ; policy-level cash retainers and committee fees are defined, but performance-based metrics for director equity are not disclosed .
- Ownership alignment:
- Amato beneficially owns 310,478 shares (2.41%), including 245,478 options exercisable within 60 days, indicating meaningful equity exposure .
- Related-party exposure – RED FLAGS:
- Consulting payments to Mr. Amato: $135,875 (FY2025) and $61,100 (July 1, 2025 through proxy date). Even with a related-person transaction policy, direct payments to a sitting director present perceived conflicts and independence concerns .
- Anti-hedging policy absence: Company does not currently prohibit hedging transactions for directors or employees, which can undermine alignment with shareholders .
- Structural governance: Combined Chair/CEO and no lead independent director role reduce counterbalance to management, elevating governance risk .
- Shareholder engagement signals:
- Directors are expected to attend annual meetings ; independent directors meet in executive session regularly .
- Clawback:
- Compensation Committee administers the Company’s Clawback Policy; specific triggers and enforcement history are not detailed in the proxy .
Related Party Transactions
| Related Party | Description | FY 2025 Amount | FY 2026 YTD (through proxy date) |
|---|---|---|---|
| Gerald Amato (Director) | Consulting fees | $135,875 | $61,100 |
- The Company maintains a related person transaction approval policy overseen by the Audit Committee or another independent Board body, considering independence impacts and third-party comparability .
Board & Committee Activity (FY2025)
| Body | Meetings Held | Actions by Unanimous Written Consent | Attendance note |
|---|---|---|---|
| Board of Directors | 5 | 3 | No director <75% attendance |
| Audit Committee | 1 | 3 | No director <75% attendance |
| Compensation Committee | 0 | 2 | No director <75% attendance |
| Nominating & Corporate Governance Committee | — | 1 | No director <75% attendance |
Notes on Recent Board Changes
- On September 10, 2025, Board size increased from 4 to 6; Zwade J. Marshall and Janis L. Paulson appointed. Marshall appointed Compensation Chair and Nominating member; Paulson appointed Nominating Chair and Audit/Compensation member .
Summary Signals for Investors
- Positive: Regular executive sessions by independents ; defined director cash/equity compensation framework ; meaningful equity ownership by Amato .
- Negative/RED FLAGS: Director consulting fees to Amato ; absence of anti-hedging policy ; combined Chair/CEO without lead independent director ; Compensation Committee’s limited formal meeting cadence (reliance on written consents) .
- Net governance view: Committee participation (Nominating & Governance) suggests engagement, but independence and related-party compensation exposures warrant heightened monitoring for potential conflicts and oversight robustness .