LeeAnn Rohmann
About LeeAnn Rohmann
LeeAnn Rohmann, 58, is Founder, Chief Executive Officer (since July 2010) and Chairman (since October 2009) of Legacy Education Inc. . She previously held senior sales roles at American Express, EdAmerica, and CIT Group, bringing 35+ years of higher education industry experience . She currently serves as President of the California Association of Private Post Secondary Schools (CAPPS) and is on the Federal Legislative Committee for the Career Education Colleges and Universities (CECU) . The proxy does not disclose TSR, revenue growth, or EBITDA performance metrics; only compensation outcomes and governance structure are provided (see sections below) .
Governance context: Rohmann also serves as Chairman; the Board states combined CEO/Chair roles are appropriate given company size, with 50% of directors deemed independent and no Lead Independent Director designated .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Express | Senior Vice President, Sales | 1997–2001 | Senior sales leadership at a global payments firm; commercial go-to-market experience |
| EdAmerica | Vice President, Sales | 2001–2004 | Student loan servicing domain expertise; higher-ed finance exposure |
| CIT Group, Inc. | Chief Sales Officer | 2004–2008 | National bank sales leadership; financial services operating experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CAPPS (California Association of Private Post Secondary Schools) | President; Member since 2010 | Current | Policy and industry advocacy leadership in private post-secondary education |
| CECU (Career Education Colleges and Universities) | Federal Legislative Committee member since 2014 | Current | Federal policy engagement for career education sector |
Board Service & Governance
- Dual role: CEO and Chairman; Board argues combination strengthens strategy and communication; 50% of directors are independent; no Lead Independent Director at this time .
- Committees:
- Audit: Faulkner (Chair), Paulson, Marshall; Faulkner designated “audit committee financial expert” .
- Compensation: Marshall (Chair), Paulson, Faulkner; committee administers clawback policy .
- Nominating & Governance: Paulson (Chair), Marshall, Faulkner, Amato .
- Board activity: FY2025 Board held 5 meetings; none of the directors attended fewer than 75% of aggregate meetings; independent directors meet separately on a regular basis .
- Independence: Board determined Faulkner, Marshall, Paulson are independent; overall 50% independent .
Implications: Combined CEO/Chair with no lead independent director heightens key-person/oversight risk; independence is at the minimum parity threshold (50%) for a six-person board .
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | Notes |
|---|---|---|---|
| 2025 | 363,846 | 501,238 | Base salary increased by amendment on March 28, 2025 to $415,000; eligible for target payout equal to base salary and max payout up to 300% of base salary, contingent on Compensation Committee criteria . |
| 2024 | 295,769 | 369,683 | Compensation largely cash + option mix; metrics not detailed . |
- Employment agreement: Entered July 1, 2023; amended March 28, 2025 raising base to $415,000 and setting bonus potential targets; termination by either party on 30 days’ notice; not otherwise specifying severance multiple in the excerpt beyond sums due .
Performance Compensation
Equity/Option Awards (Grant Value)
| Year | Option Awards ($) | Total Comp ($) |
|---|---|---|
| 2025 | 1,190,393 | 2,055,477 |
| 2024 | 317,989 | 983,441 |
Annual Incentive Plan (metrics, payout determination)
- Target/Max: As of March 28, 2025 amendment, target payout equals base salary and maximum up to 300% of base salary, contingent on Compensation Committee criteria; the proxy does not disclose specific performance metrics or weightings (e.g., revenue/EBITDA/TSR) .
- Payout determination: For calendar year 2025, the Board determined bonuses in its sole discretion based on its review of company performance; exact metric targets and outcomes not disclosed .
Outstanding Equity and Vesting Schedules (CEO)
| Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Vesting Start | Vesting Schedule | Expiration |
|---|---|---|---|---|---|---|
| Stock Options | 173,008 | — | 3.74 | — | Not specified in excerpt | 4/1/2034 |
| Stock Options | 62,500 | 187,500 | 4.00 | 9/27/2024 | Monthly over 3 years, service-based | 9/27/2034 |
| Stock Options | 14,535 | 159,883 | 7.25 | 4/2/2025 | Monthly over 3 years, service-based | 4/2/2035 |
Notes:
- Company states it avoids option grants around MNPI windows; option grants most recently in September 2025; restrictions do not apply to RSUs .
- Clawback policy exists (administered by Comp Committee); triggers not detailed in the excerpt .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (CEO) | 1,345,845 shares (10.34% of outstanding) |
| Breakdown | 893,123 shares held via The LeeAnn Rollings Rohmann Trust + 452,722 options exercisable within 60 days |
| Shares Outstanding (Record Date) | 12,564,370 shares as of Oct 17, 2025 |
| Ownership Guidelines | Not disclosed in proxy excerpt |
| Pledging | Not disclosed; no anti-pledging policy mentioned in excerpt |
| Hedging Policy | Company does not currently prohibit employees, officers, or directors from hedging transactions; alignment risk signal |
Implications: High insider ownership (10.34%) aligns incentives, but the absence of an anti-hedging prohibition and no disclosed anti-pledging policy weaken alignment safeguards and could mask exposure/monetization strategies .
Employment Terms
| Term | Summary |
|---|---|
| Employment Agreement | Effective July 1, 2023; amendment on March 28, 2025 increases base salary to $415,000 and sets annual bonus potential (target = base salary; max = 300% of base) subject to Comp Committee criteria . |
| Termination | Company may terminate without cause with 30 days’ notice (and immediately for cause); executive may resign with 30 days’ notice; agreement terminates on death; upon termination, executive receives sums due under the agreement (no severance multiple disclosed in excerpt) . |
| Change-in-Control | Not detailed in the excerpt for CEO; no accelerated vesting terms disclosed for CEO (contrast: CFO agreement includes acceleration; CEO terms not shown) . |
| Clawback | Compensation Committee administers clawback policy; specific triggers not disclosed in excerpt . |
| Perquisites | Not a material component; no notable perqs disclosed for named executive officer in 2024; similar policy description for 2025 . |
Retention and Selling Pressure Indicators:
- Significant unvested options vest monthly through roughly Sept 2027 (4.00 strike) and April 2028 (7.25 strike), creating a steady cadence of newly vested shares that could be sold subject to trading windows .
- Anti-hedging policy absence increases potential for hedging programs that could mute direct price exposure .
Director Compensation (context for governance; CEO is not a non-employee director)
| Name | Cash Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Gerald Amato | 33,750 | 176,596 | 210,346 |
| Peggy Tiderman | 28,000 | 176,596 | 204,596 |
| Blaine Faulkner | 35,500 | 176,596 | 212,096 |
Policy: Directors receive $40,000 annual cash retainer; committee chairs +$10,000; committee members +$5,000 .
Related Party Transactions (Governance signals)
- Consulting fees to directors in FY2025: Amato $135,875; Tiderman $152,279; post–June 30, 2025 to proxy date: Amato $61,100; Tiderman $25,950; Company maintains a related-person transaction review policy .
Multi-Year CEO Compensation Mix
| Year | Salary ($) | Bonus ($) | Options ($) | Total ($) |
|---|---|---|---|---|
| 2025 | 363,846 | 501,238 | 1,190,393 | 2,055,477 |
| 2024 | 295,769 | 369,683 | 317,989 | 983,441 |
Observations: Year-over-year, equity grant value increased materially (from ~$0.318M to ~$1.19M), lifting at-risk pay weighting; bonus remained Board-discretionary without disclosed formulaic metrics .
Additional Governance and Board Quality Details
- Board Meetings FY2025: 5 (plus actions by written consent); committee activity summarized; attendance ≥75% for all directors .
- Independence: 3 of 6 directors independent (Faulkner, Marshall, Paulson) .
- Audit Chair designated financial expert: Faulkner .
- No lead independent director; combined CEO/Chair leadership structure maintained .
Investment Implications
- Pay-for-performance transparency: CEO bonus potential expanded (target at 1x salary, max 3x) but specific financial/operational metrics and weightings are not disclosed; FY2025 bonuses were awarded at Board discretion—reduced visibility may elevate say-on-pay and governance scrutiny risk if results underwhelm .
- Alignment vs liquidity pressure: Strong insider alignment (10.34% ownership) offsets, but monthly vesting schedules into 2027–2028 and absence of anti-hedging prohibitions increase potential selling/hedging pressure as options vest, particularly if share price appreciates above strikes ($4.00, $7.25) .
- Governance risk: Combined CEO/Chair without a lead independent director and minimal independence majority (50%) is a classic oversight risk flag for some investors; independent committee chairs and an audit financial expert partially mitigate .
- Contract/retention: CEO agreement shows 30-day notice and no disclosed severance multiple or change-in-control economics in the excerpt—this can reduce golden-parachute concerns but could also heighten retention risk if external opportunities arise; lack of detailed CIC protections contrasts with CFO terms that include acceleration .
- Related-party optics: Consulting payments to two directors are governed by policy but may attract governance scrutiny; monitoring of independence and the Nominating & Governance Committee’s oversight remains relevant .
Key monitoring items: future proxy disclosure on explicit performance metrics/targets, any adoption of anti-hedging/anti-pledging policies, insider Form 4 activity around monthly vest dates, and any Board leadership structure changes (e.g., appointing a lead independent director) .