Clint Stinchcomb
CuriosityStreamAbout Clint Stinchcomb
President & CEO of CuriosityStream since June 2018 and director since October 2018; age 59 as of March 31, 2025; BA in History from Dartmouth College . Under Stinchcomb’s leadership, CuriosityStream reported strong 2025 momentum: Q2 revenue grew 53% to $19.0M with record net income and adjusted EBITDA of $3.0M , and Q3 revenue rose 46% to $18.4M with positive adjusted EBITDA of $3.0M and adjusted free cash flow of $4.8M . Strategy is centered on three pillars—subscriptions, licensing (including AI training data), and advertising—leveraging a large curated content library and recurring AI licensing demand .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CuriosityStream | President & CEO | 2018–present | Led multi-pillar growth model; scaled content licensing for AI training |
| CuriosityStream (Legacy) | Chief Distribution Officer | May 2017–Jun 2018 | Expanded distribution and partner footprint pre-de-SPAC |
| Poker Central | CEO & Co-founder | Mar 2014–Oct 2016 | Built niche sports media brand and distribution |
| Worldwide Media Group | Founder & Managing Partner | Sep 2009–present | Media venture formation and advisory |
| Discovery Communications | EVP & GM, Emerging TV Networks; SVP, New Media/HDTV | Pre–Feb 2009 | Launched and scaled new networks and digital/HD initiatives |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company external board roles disclosed for Stinchcomb in proxy filings |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $619,500 | $677,014 |
| Nonequity Incentive Plan Compensation ($) | $108,446 | $782,128 |
| All Other Compensation ($) | $13,200 | $13,200 |
| Total ($) | $1,815,280 | $5,608,442 |
2025 amended employment agreement base salary: $717,000 per year (effective July 1, 2025) .
Performance Compensation
| Grant Date | Instrument | Shares | Metric & Target | Actual/Payout | Vesting Schedule/Status |
|---|---|---|---|---|---|
| Nov 5, 2020 | RSUs | 88,263 | Time-based (4 tranches) | N/A | 25% annually through Nov 5, 2024; acceleration on w/o cause or good reason, death/disability |
| Nov 5, 2020 | RSUs | 73,458 | Time-based (4 tranches) | N/A | 25% annually through Nov 5, 2024 |
| Jul 28, 2023 | RSUs (opt exchange, vested options) | 692,887 | Replace underwater options | N/A | Vested July 28, 2024 (subject to continued employment) |
| Jul 28, 2023 | RSUs (opt exchange, unvested options) | 392,097 | Replace underwater options | N/A | 31,610 on Aug 2, 2023; remainder split Nov 2, 2023 & Nov 2, 2024 |
| May 8, 2024 | Performance RSUs | 2,125,000 | Adjusted Free Cash Flow targets: $3.0M and $5.3M | Achieved; both halves vested Aug 12, 2024 and Nov 5, 2024 | Immediate vest on achievement; otherwise would have time-vested over 3 years |
| Oct 9, 2024 | Performance RSUs | 905,000 | AFCF in Oct 1, 2024–Sep 30, 2025: $4.5M (1/3) and $9.0M (2/3) | Pending; cancellation if targets not met | 301,667 unearned units tied to $4.5M; 603,333 unearned tied to $9.0M |
| Jul 10, 2025 | Performance RSUs (First Award) | 2,400,000 | Tranche stock-price or financial hurdles: $6.50 VWAP or 35% H1’25 revenue YoY; $7.50 VWAP or 40% revenue + 35% AFCF YoY; $9.50 VWAP; $11.50 VWAP | In-performance | Four 600k tranches vest upon respective hurdles; dividend equivalents accrue on vest |
| Future (subject to shareholder approval) | Performance RSUs (Second Award) | 1,600,000 | Stock-price hurdles: $16.00 VWAP; $20.00 VWAP | Contingent | Two 800k tranches; requires plan share increase approval |
Notes:
- 2023 Option Cancellation and Exchange replaced “underwater” options with RSUs and preserved vesting schedules—indicative of a shift from options to RSUs (lower risk, increased certainty) .
- 2024 cash bonus payouts reflect nonequity incentive plan compensation ($782,128) tied to performance measures , while large stock awards ($4,136,100 grant-date fair value) reflect significant equity incentives .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | Ownership % | Composition/Notes |
|---|---|---|---|
| Apr 8, 2025 | 2,456,973 | 4.3% | 2,155,306 shares directly; 301,667 performance-based RSUs considered outstanding within 60 days (no voting/dividend until vest; expire end Q3 2025 if unmet) |
Policies and alignment:
- Insider Trading/Hedging/Pledging: Directors/officers prohibited from hedging, short sales, derivatives; may not hold in margin accounts or pledge Company stock without prior General Counsel approval .
- Director stock ownership and non-employee director equity grants exist; chairman John Hendricks waives board compensation .
Insider selling pressure indicators:
- Significant 2024 RSU vestings for CEO (2.125M performance RSUs + 692,887 exchanged RSUs), which may increase share float upon settlement .
- No specific Form 4 sales disclosed for Stinchcomb in proxy; general Section 16 compliance noted (late filings were for other insiders in 2023) .
Employment Terms
- Term and Renewal: Amended and Restated Employment Agreement effective July 1, 2025 through June 30, 2029; automatic one-year renewals unless either party gives six months’ notice .
- Base Salary and Target Bonus: Base salary $717,000; target annual cash bonuses: $1.6M (2025), $1.95M (2026), $2.35M (2027), $2.8M (2028), subject to Board-established performance criteria and continued employment through Dec 31 of performance year .
- Equity Awards: 2.4M performance RSUs with stock price/revenue/AFCF hurdles and dividend equivalents; potential additional 1.6M RSUs contingent on shareholder-approved share increase .
- Severance and COBRA: If terminated without cause or for good reason, base salary continuation for the remainder of the term (min 18 months, max 36 months), COBRA continuation at executive rates during severance term, and payment of target bonuses pro-rated over severance term; subject to release and restrictive covenant compliance .
- Change-in-Control/280G: Best-net cut vs cap to maximize after-tax benefits (full or reduced below 2.99× base amount) .
- Non-compete/Non-solicit: 18-month non-compete post-separation; non-solicit of customers/employees and non-interference covenants .
- Clawback: Incentive/equity compensation subject to recovery per law/exchange rules and Company policy .
Legacy (2020) agreement highlights (superseded): bonus target 100% of salary; change-in-control bonus ($2M) if ≥$1B valuation before Oct 14, 2023 (not triggered); severance of salary for balance of term 18–36 months, COBRA, and bonuses; similar restrictive covenants .
Board Governance
- Roles and Independence: Stinchcomb serves as CEO and director (not independent); the Chairman is founder John Hendricks. Board determined seven of eight directors were independent under Nasdaq rules in 2024 and 2025 (independence assessments considered family relationships and sponsor ties) .
- Committees: CEO is not listed on standing committees. Audit (Huberman–Chair, Keeley, Nikzad), Compensation (Keeley–Chair, A. Hendricks, Huberman, Saravia), Nominating & Corporate Governance (Blank–Chair, A. Hendricks, Nikzad, Saravia) .
- Attendance: No director attended less than 75% of Board/committee meetings in 2023 and 2024; Board met nine times in 2023 and seven times in 2024 .
- Family relationships: Chairman John Hendricks is father of directors Andrew Hendricks and Elizabeth Saravia, which the Board considered in independence determinations .
- Sponsor directors: Investor Rights Agreement provides board designation rights while sponsor ownership thresholds persist (Huberman and Nikzad originally nominated under this) .
Director Compensation (non-employee):
- 2024 cash retainers: $50,000; committee chairs $24,000; committee members $13,500; RSU grants of 57,000 vesting in May 2025 (Chairman waived compensation) .
Performance & Track Record
| Period | Revenue | Gross Margin | Net Income/EPS | Adjusted EBITDA | Operating Cash Flow | Adjusted FCF | Dividends |
|---|---|---|---|---|---|---|---|
| Q2 2025 | $19.0M (+53% YoY) | 53.4% | $0.8M record | $3.0M record | $2.8M | $2.9M | $0.08 ordinary + $0.08 special (total $10.4M paid incl. special) |
| Q3 2025 | $18.4M (+46% YoY) | 58.7% | $(3.7)M (incl. $7.0M SBC) | $3.0M | $4.5M record | $4.8M record | $0.08 ordinary |
Qualitative highlights: Expansion of AI video/audio licensing partnerships; library scaled to nearly 2 million hours; recurring licensing demand expected; subscription and FAST/advertising distribution broadened; “three-pillar” revenue model affirmed .
Compensation Structure Analysis
- Shift from options to RSUs: 2023 Option Cancellation and Exchange replaced underwater options with RSUs, reducing executive risk and increasing certainty of value realization—commonly viewed as shareholder-unfriendly if repricing, but the exchange was approved by stockholders and preserved vesting schedules .
- Increased equity emphasis: 2024 stock awards to CEO ($4.14M grant-date fair value) materially exceeded prior year, aligning payouts to AFCF achievements, with rapid vesting upon performance attainment .
- 2025 stock-price and financial hurdles: New RSUs tie vesting to share price VWAP levels and revenue/AFCF growth, explicitly linking pay to both market and operating performance; dividend equivalents add value upon vest .
- Guaranteed elements: Base salary escalated; target bonuses increased meaningfully through 2028, raising overall pay opportunity .
Related Party Transactions & Governance Risks
- Related party lease: Sublease of office space to Hendricks Investment Holdings LLC (affiliate of Chairman and family directors); rent income $19,594 in 2024 ($28,495 in 2023) .
- Auditor change: EY declined re-election in March 2024; Grant Thornton appointed (no disagreements/reportable events); GT audit/tax fees detailed .
- Late Section 16(a) filings: Several directors had late filings in 2023; Company noted policy compliance otherwise .
Risk Indicators & Red Flags
- Option cancellation/exchange (2023): Often viewed as repricing; mitigated by shareholder approval and RSU substitution .
- Concentrated board influence: Founder-chairman with family directors and sponsor board rights—potential independence concerns despite formal independent determinations .
- Large RSU settlements: 2024 vesting volumes imply potential near-term selling pressure upon settlement .
- CFO transition mid-2024: Westley resigned May 31, 2024; Hayden appointed May 31, 2024 .
- Policy safeguards: Hedging/pledging restrictions and clawbacks in agreements help mitigate alignment risk .
Equity Ownership Guidelines & Pledging
- Ownership guidelines: Not disclosed in proxy for executives; directors receive equity retainer grants .
- Pledging: Prohibited without prior approval; no pledging by Stinchcomb disclosed .
Compensation Peer Group & Say-on-Pay
- Peer group and say-on-pay outcomes: Not disclosed in the 2025 proxy excerpts; Compensation Committee uses Willis Towers Watson for market input .
Expertise & Qualifications
- Credentials: 25+ years in media; launches and growth of networks; Discovery executive roles; prior CEO/co-founder experience; Dartmouth BA .
- Board qualifications: Operational and strategic leadership in traditional and digital media; AI/data licensing expansion .
Investment Implications
- Strong pay-for-performance link: 2024 RSUs tied to AFCF targets that were achieved and vested swiftly; 2025 awards tie vesting to revenue/AFCF and share-price hurdles, signaling alignment with both operating execution and shareholder returns .
- Retention risk mitigated but not eliminated: Robust severance (18–36 months salary + target bonuses) and 18-month non-compete reduce turnover risk; rising target bonuses increase retention incentives yet raise fixed pay exposure .
- Potential supply overhang: Large 2024 vesting volumes and 2025 performance awards could lead to share settlement-related selling pressure if executives monetize; monitor Section 16 activity and vesting outcomes .
- Governance considerations: Founder-led board with family ties and sponsor rights warrants continued scrutiny of independence and compensation oversight, though committee independence is maintained .
- Strategy execution tailwinds: Documented revenue growth, positive adjusted EBITDA/FCF, and recurring AI licensing demand support vesting scenarios and payout potential—watch fulfillment of 2025 AFCF and VWAP hurdles and sustainability of license revenues .