Jonathan Huberman

About Jonathan Huberman

Jonathan Huberman (age 59) has served on CuriosityStream’s Board since October 2020 and is currently an independent director. He chairs the Audit Committee and sits on the Compensation Committee. He brings 25+ years of high‑tech operating and investing experience, with prior CEO roles at Ooyala, Syncplicity, Tiburon, and Iomega, and an MBA from Wharton (BA in Computer Science from Princeton). He is one of two Sponsor Directors originally designated under the Investor Rights Agreement tied to CuriosityStream’s 2020 business combination.

Past Roles

External Roles

Board Governance

• Classification and term: Class III director; term expires at the 2026 annual meeting. Board has eight members and is staggered by class.
• Independence: The Board determined Huberman is independent under NASDAQ rules; Audit and Compensation Committees consist solely of independent directors.
• Committee assignments: Audit Committee Chair; member, Compensation Committee. All Audit members (including Huberman) are “audit committee financial experts.”
• Attendance: In 2024, the Board met 7 times; Audit 8; Compensation 6; Nominating 1. No director attended less than 75% of their meetings; all directors attended the prior annual meeting.
• Sponsor Director designation: Huberman is one of two Sponsor Directors with nomination rights under the Investor Rights Agreement while the Sponsor maintains specified ownership thresholds.
• Policies: Company prohibits hedging and short sales; pledging requires General Counsel pre‑approval; applies to directors and related persons.

Fixed Compensation

Performance Compensation

• Director equity is granted as time-based RSUs; no performance metrics disclosed for non‑employee director grants.

Other Directorships & Interlocks

Expertise & Qualifications

• Financial expert and audit leadership: Chairs Audit Committee; qualifies as an “audit committee financial expert,” supporting oversight of financial reporting, auditor independence, and internal controls.
• Technology operator and M&A: Extensive CEO/operational roles across software, media tech, data management; executed multiple turnarounds and exits.
• Investing background: Nine years investing for the Bass Family; operating roles with Gores and Skyview.
• Education: BA, Princeton (Computer Science); MBA, The Wharton School (UPenn).

Equity Ownership

• Hedging/pledging: Company prohibits hedging and requires pre‑approval for pledging; no pledging by Huberman disclosed.

Governance Assessment

• Strengths

  • Independent director with audit chair responsibilities and “financial expert” designation; committee structure aligns with best practices.
  • Attendance met expectations (≥75%) and full prior annual meeting participation, signaling engagement.
  • Balanced director pay: modest cash retainers with equity grants that align economic interest with shareholders.
  • Insider compliance: No Section 16(a) delinquencies reported for 2024.

• Potential Risks / RED FLAGS

  • Sponsor Director designation under the Investor Rights Agreement can concentrate influence; persists while ownership thresholds are met and limits removal mid‑term.
  • Significant beneficial ownership and warrants via controlled entities (211 LV LLC and Ooyala) create layered interests; while independence was affirmed, investors may scrutinize potential alignment or liquidity events tied to warrants.
  • Multiple external roles (including recent CEO tenure at Nogin through Mar 2025) could raise time‑commitment questions in periods of elevated workload, though no attendance shortfalls were reported.

• Compensation Committee and advisor independence

  • Huberman serves on the Compensation Committee alongside other independent directors; the committee uses Willis Towers Watson and independent counsel and determined both are independent with no conflicts.
  • Compensation Committee Interlocks disclosure notes Huberman’s past SAQN role; no reciprocal interlocks involving CuriosityStream executives were identified.

• Policies supporting alignment and risk management

  • Robust insider trading policy restricting hedging/shorting and controlling pledging; Omnibus Incentive Plan includes clawback/recoupment and double‑trigger change‑in‑control protections (award‑level).

Notes on Related Party Transactions (context)

• Investor Rights Agreement (2020): Establishes Sponsor board designation rights (including the two Sponsor Directors—Huberman and Nikzad) while Sponsor maintains specified ownership; termination of rights occurs below threshold, but existing Sponsor Directors serve out their terms.

Director Compensation Detail (2024)

Board and Committee Meetings (2024)

Compensation Structure Snapshot (Directors)