Janis Paulson
About Janis L. Paulson
Janis L. Paulson, age 61, was appointed as an independent director of Legacy Education Inc. in September 2025. She is a seasoned education executive with 30+ years in healthcare career education; former CEO of Unitek Learning; prior CFO/COO roles; began her career at Ernst & Young. She holds a BS in Accounting from the University of Iowa and has extensive accreditation experience (ACCSC, ABHES, ACCET, WASC) . The Board has determined she is independent under NYSE American rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unitek Learning | Chief Executive Officer | Not disclosed | Led 18-campus system in California |
| Various (not named) | Chief Financial Officer; Chief Operating Officer | Not disclosed | Senior leadership in healthcare career education |
| Ernst & Young | Professional (early career) | Not disclosed | Accounting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Accreditation bodies (ACCSC, ABHES, ACCET, WASC) | Experience/liaison (not stated as formal board roles) | Not disclosed | Extensive engagement with accreditation frameworks |
Board Governance
- Committee memberships and chair roles:
- Audit Committee member; audit chaired by Blaine Faulkner; all members independent, Rule 10A‑3 compliant .
- Compensation Committee member; chaired by Dr. Zwade J. Marshall; committee charter administers Clawback Policy .
- Nominating & Corporate Governance Committee chair; members include Paulson, Marshall, Faulkner, Amato .
- Independence status: Paulson is one of three independent directors; Board overall is 50% independent .
- Board structure: CEO is also Chair; Board does not have a Lead Independent Director and views combined role as appropriate given company size .
- Meetings and attendance: FY2025 Board held 5 meetings; committees met or acted by unanimous written consent; company states no directors attended fewer than 75% of aggregate meetings in FY2025 (note Paulson joined after FY2025) .
- Director attendance policy: Directors should attend annual meetings .
- Independent director executive sessions: Independent members meet separately without management regularly .
Fixed Compensation
| Component | Amount ($) | Applies to Paulson? | Notes |
|---|---|---|---|
| Annual cash retainer (Board) | 40,000 | Yes | Company policy for non-employee directors |
| Committee chair fee | 10,000 | Yes | As Nominating & Corporate Governance Committee chair |
| Committee membership fee (per committee) | 5,000 | Yes | Member of Audit and Compensation committees (two memberships) |
| Meeting fees | Not disclosed | N/A | No meeting-based fees disclosed |
| Estimated annual cash total (policy-derived) | 60,000 | Yes | 40,000 + 10,000 + (2 × 5,000) based on roles |
- FY2025 director compensation table lists only Amato, Tiderman, Faulkner; Paulson joined in September 2025 and is not included for FY2025 .
Performance Compensation
| Instrument | Grant date | Shares/Units | Grant-date fair value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Stock options (directors) | September 2025 (last grant) | Not disclosed for Paulson | Not disclosed for Paulson | Not disclosed | Company indicates last option grant occurred in Sep 2025; other directors received option awards (e.g., $176,596) in FY2025 |
| Anti-timing policy | N/A | N/A | N/A | N/A | Company restricts option grants around material filings; restrictions do not apply to RSUs |
| Performance metrics tied to director pay | N/A | N/A | N/A | N/A | Not disclosed in proxy |
Other Directorships & Interlocks
- Other public company boards: Not disclosed for Paulson in the proxy .
- Interlocks or shared directorships with competitors/suppliers/customers: Not disclosed .
Expertise & Qualifications
- Accounting and finance: BS in Accounting; early career at Ernst & Young; audit and financial literacy standards met for Audit Committee membership .
- Healthcare education leadership: 30+ years; CEO at Unitek Learning; extensive accreditation familiarity (ACCSC, ABHES, ACCET, WASC) .
- Governance: Chair of Nominating & Corporate Governance Committee; member of Compensation and Audit committees .
Equity Ownership
| Holder | Shares owned (direct/indirect) | Options exercisable (within 60 days) | Total beneficial ownership | % of outstanding |
|---|---|---|---|---|
| Janis L. Paulson | 0 (not disclosed) | 1,631 | 1,631 | <1% |
- Pledging/hedging: Company does not currently prohibit hedging of company stock by directors/officers; pledging not addressed; ownership guidelines for directors not disclosed .
Governance Assessment
- Strengths:
- Independent director with deep sector expertise; chairs Nominating & Corporate Governance; sits on Audit and Compensation, expanding independent oversight .
- Audit Committee chaired by an audit committee financial expert; all audit members financially literate and independent (supports effective controls) .
- Clawback Policy administration noted under Compensation Committee charter (positive on accountability) .
- Risks and RED FLAGS:
- Board leadership: Combined CEO/Chair without a Lead Independent Director may dilute independent oversight, particularly in small-cap contexts .
- Anti-hedging policy: Company lacks a hedging prohibition, which can undermine alignment between directors and shareholders; RSU exemption in grant timing policy could allow awards near material events (though options are restricted) .
- Related-party exposure: Consulting fees to other directors (Amato, Tiderman) suggest potential independence concerns in broader board practices, though no such transactions are disclosed for Paulson .
- Ownership alignment: Paulson’s disclosed beneficial ownership is minimal (<1%; 1,631 options), lowering “skin-in-the-game” signals; director stock ownership guidelines are not disclosed .
- Attendance and engagement:
- Company states no director fell below 75% attendance in FY2025; Paulson joined after FY2025, so her attendance record is not yet disclosed .