John Hendricks
CuriosityStreamAbout John Hendricks
John Hendricks, age 73, is Chairman of CuriosityStream’s Board and a Class II director up for re‑election in 2025 to serve through 2028; the Board has determined he is independent under Nasdaq rules despite his founder status and family relationships with two directors . He founded Legacy CuriosityStream, managed its predecessor, and previously served as chairman of Discovery Communications from inception to May 2014; he launched Discovery Channel in 1985. He holds a B.A. in History and an Honorary Doctorate from the University of Alabama, Huntsville .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Discovery Communications | Chairman | From inception to May 2014 | Launched Discovery Channel in 1985; led global factual brands |
| CuriosityStream LLC (predecessor) | Manager | Prior to 2018 | Foundational operational leadership |
| Legacy CuriosityStream | Chairman; Chief Editorial Officer | Chairman since Sep 2018; Chief Editorial Officer since Oct 2018 | Editorial and industry relationship leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hendricks Factual Media LLC (HFM) | Manager | Current | Controls voting/dispositive power over CURI shares held by HFM |
Board Governance
- Role: Chairman of the Board; Class II director and nominee for re‑election through 2028 .
- Independence: Board determined Hendricks is independent under Nasdaq Rule 5605(a)(2), explicitly considering his Company interest and family ties .
- Committees: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees; chairs and members are identified without him .
- Attendance: Board met 7 times in FY2024; no director attended less than 75% of Board and committee meetings; all directors attended last year’s annual meeting .
- Family relationships: Father of directors Andrew Hendricks and Elizabeth Saravia .
- Investor Rights Agreement: Parties (including HFM and Legacy CuriosityStream officers/directors) agreed to nominate Sponsor Directors while the Sponsor retains specified ownership; affects Board composition and rights .
- Trading/hedging policy: Prohibits hedging and pledging without General Counsel pre‑approval; restricts margin accounts .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual Board Retainer (Cash) | $0 (waived) |
| Committee Membership Fees | $0 (waived) |
| Committee Chair Fees | $0 (waived) |
| Equity Awards (RSUs) | $0 (waived) |
Board-wide schedule (for context): non‑employee directors received $50,000 cash retainer; committee chairs $24,000; committee members $13,500; and 57,000 RSUs vesting May 8, 2025 (grant date closing price $1.15) .
Performance Compensation
- Non‑employee director compensation at CURI is cash plus time‑based RSUs; no director performance metrics disclosed. Hendricks waived director pay and equity in 2024 .
- Non‑employee director award cap: $500,000 per compensation year (cash plus grant-date fair value of equity) .
| Director Equity Grant Parameters (2024) | Value/Detail |
|---|---|
| Standard RSU grant (board-wide, 2024) | 57,000 RSUs vesting May 8, 2025; Hendricks waived |
| Annual award cap policy | $500,000 maximum per director (cash + equity grant-date fair value) |
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| Discovery Communications | Chairman | Past (to May 2014) |
Expertise & Qualifications
- Founder of Discovery Channel and long‑tenured chairman at Discovery Communications; deep factual content industry relationships and editorial leadership .
- Founding and leadership roles at CuriosityStream entities; access to capital and connections with content creators and distributors .
- Education: B.A. History and Honorary Doctorate, University of Alabama, Huntsville .
Equity Ownership
| Holder | Shares | % of Outstanding | Notes |
|---|---|---|---|
| John Hendricks (beneficial total) | 21,258,132 | 37.3% | Includes direct and HFM ownership |
| Direct (John Hendricks) | 395,357 | — | Held directly |
| Indirect via HFM | 20,862,775 | 36.6% (HFM) | Hendricks controls voting/dispositive power at HFM |
Section 16(a) compliance: No insiders failed to file timely reports during 2024 .
Insider policy restricts hedging/pledging without pre‑approval; no pledging by Hendricks is disclosed in the proxy .
Governance Assessment
- Positives: Board‑designated independence despite founder/family ties; no committee overlap; full‑meeting attendance; waived director compensation; very high beneficial ownership signals strong alignment with equity holders .
- Red flags/monitoring: Significant control via HFM (37.3% beneficial ownership) and familial relationships with two directors; related‑party sublease with Hendricks Investment Holdings LLC (rental income $19,594 in 2024; deferred rent receivable $79,894) warrants continued oversight; Investor Rights Agreement influences Board composition through Sponsor Director rights .
- Policy safeguards: Prohibitions on hedging/pledging without approval and a formal related‑party transaction review policy help mitigate alignment risks, and no Section 16(a) delinquencies were reported in 2024 .