Zwade Marshall
About Zwade J. Marshall
Zwade J. Marshall, MD, MBA (age 42) has served as an independent director of Legacy Education Inc. since September 2025. He is Co‑Founder and CEO of Doc2Doc Lending and Chief Medical Officer at Regenerative Spine and Pain Specialists. He holds a BA in Economics, an MBA in Operations & Organization Management, and an MD from Emory University; he completed residency and fellowship at Harvard’s Brigham & Women’s Hospital, serving as Chief Resident .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Brigham & Women’s Hospital (Harvard) | Anesthesiology Resident/Fellow; Chief Resident | Not disclosed | Clinical leadership during training |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Doc2Doc Lending | Co‑Founder & Chief Executive Officer | Not disclosed | Physician‑founded lending platform for medical professionals |
| Regenerative Spine and Pain Specialists | Chief Medical Officer | Not disclosed | Interventional pain management leadership |
Board Governance
| Area | Details |
|---|---|
| Independence | Board has determined Dr. Marshall is independent under NYSE American rules; 50% of board classified as independent . |
| Committees | Compensation Committee (Chair); Audit Committee (Member); Nominating & Corporate Governance Committee (Member) . |
| Board/Committee Activity (FY2025) | Board: 5 meetings; Audit: 1 meeting (plus 3 unanimous written consents); Compensation: 0 meetings (2 unanimous written consents); Nominating & Governance: actions by unanimous written consent (1). No director attended fewer than 75% of meetings on which they served during FY2025. Note: Dr. Marshall was appointed after FY2025 year-end, so attendance data does not cover his tenure . |
| Board Leadership | Combined Chair/CEO (no lead independent director). Board deems structure appropriate for company size; independent directors meet separately without management . |
| Shareholder Engagement | Policy expects directors to attend annual meetings; shareholder communications process disclosed . |
| Clawback Policy | Compensation Committee administers the Company’s Clawback Policy . |
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board) | $40,000 | For non‑employee directors . |
| Committee chair fee | $10,000 | Annual cash per chair role . |
| Committee member fee | $5,000 | Annual cash per committee membership . |
| Meeting fees | Not disclosed | No meeting fees disclosed in proxy . |
| Applicability to Dr. Marshall | “Ongoing annual compensation will be consistent with other non‑employee directors” (effective at appointment on 9/10/2025) . |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Exercise/Strike | Vesting | Expiration | Notes |
|---|---|---|---|---|---|---|
| Stock Option (Right to Buy) | Oct 16, 2025 | 29,354 | $9.51 | Vests in equal monthly installments over 3 years, first tranche one month after grant | Oct 16, 2035 | Granted under Amended & Restated 2021 Equity Incentive Plan; reported on Form 4 . |
Company option grant timing controls disclose no grants around material disclosures; options to executives not timed around MNPI; restrictions do not apply to RSUs (policy context) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Dr. Marshall in the proxy biography . |
| Private/other boards & roles | CEO, Doc2Doc Lending; CMO, Regenerative Spine and Pain Specialists . |
| Interlocks / related parties | Company discloses related-party consulting fees to other directors (Amato, Tiderman); none for Dr. Marshall. The 8‑K at appointment states no Item 404(a) related-party transactions for Dr. Marshall . |
Expertise & Qualifications
- Board-certified anesthesiologist and interventional pain specialist; clinical leadership as Chief Resident at Brigham & Women’s Hospital .
- Fintech/credit expertise via Doc2Doc Lending; operations and organizational management training (MBA) .
- Governance: appointed Compensation Committee Chair upon joining the Board, indicating confidence in compensation oversight capabilities .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (Marshall) | 1,631 shares | Represents shares issuable upon exercise of options exercisable within 60 days of the record date; “*” indicates less than 1% ownership . |
| Shares outstanding (record date) | 12,563,370 | For context in beneficial ownership table . |
| Option grant (reported on Form 4) | 29,354 options | $9.51 strike; 3‑year monthly vest; 10/16/2035 expiration . |
Insider Trades (Section 16)
| Date Filed | Form | Transaction Date | Security | Action | Amount/Price | Notes |
|---|---|---|---|---|---|---|
| Oct 20, 2025 | Form 4 | Oct 16, 2025 | Stock Option | Grant (A) | 29,354 @ $9.51 | 3‑year monthly vest; expires 10/16/2035 . |
| Oct 15, 2025 | Form 3 | — | — | Initial statement | — | Initial beneficial ownership on appointment . |
Related Party & Conflicts
- Appointment 8‑K states no arrangements or understandings for selection and no related party transactions reportable under Item 404(a) for Dr. Marshall .
- Proxy’s related party section lists consulting fees for other directors; no transactions involving Dr. Marshall are disclosed .
Governance Assessment
-
Strengths
- Independent director; immediately appointed Compensation Committee Chair, suggesting board confidence in his judgment on pay and incentives .
- Helpful cross‑domain expertise (clinical operations + fintech/credit) relevant to LGCY’s healthcare education focus .
- Equity alignment via 10‑year stock option with multi‑year monthly vesting supports retention and long‑term orientation .
-
Considerations
- Board structure combines Chair/CEO with no lead independent director, which can concentrate power; however, the board asserts 50% independence and independent‑only sessions .
- Limited track record on attendance and committee meeting participation due to recent appointment; FY2025 attendance data pre‑dates his tenure .
- Multiple external executive roles (Doc2Doc CEO; CMO at medical practice) could pose time‑commitment considerations; no conflicts or related‑party dealings are disclosed .
-
Red Flags
- None disclosed for Dr. Marshall regarding related‑party transactions, pledging/hedging, legal proceedings, or attendance shortfall .
Appendix: Board & Committee Composition (Marshall-specific)
| Committee | Role |
|---|---|
| Compensation Committee | Chair |
| Audit Committee | Member |
| Nominating & Corporate Governance Committee | Member |
Sources
- DEF 14A (10/24/2025): director biography, independence, committees, board/committee activity, director compensation policy, beneficial ownership .
- 8‑K (9/12/2025): appointment and committee roles; compensation consistency; no Item 404(a) related parties .
- Form 4 (filed 10/20/2025): option grant 29,354 @ $9.51; 3‑year monthly vest; 10/16/2035 expiry .
- All SEC Filings index: Form 3 and Form 4 filings listing for October 2025 .