Mike Nikzad
About Mike Nikzad
Independent director since October 2020; age 61 as of March 31, 2025. Sponsor Director designated under the Investor Rights Agreement; serves on the Audit Committee (financial expert) and the Nominating & Corporate Governance Committee. Education: B.S. Mechanical Engineering (Utah State University); Stanford GSB Strategic Marketing Management Program. Career credentials: two decades of operating leadership in software, telecom and consumer tech; President/COO of Ooyala (2017–2019); C‑suite roles at Syncplicity and NewNet; executive roles at EMC’s Consumer & SMB division and Iomega.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Software Acquisition Group, Inc. (SAQN) | Vice President of Acquisitions; Director | Through Oct 2020 | Led deal sourcing; co-acquired Ooyala; structured turnarounds and exits |
| Ooyala | President & Chief Operating Officer | 2017–2019 | Led workflow/OVP turnaround; sold units to Invidi, Brightcove, Dalet |
| Syncplicity | C‑suite operating leadership | Recent years (exact dates not disclosed) | Enterprise SaaS operations leadership |
| NewNet Communication Technologies | C‑suite operating leadership | Recent years (exact dates not disclosed) | Telecom/payments operations leadership |
| SilverStream Capital | Operating Partner | Recent years (exact dates not disclosed) | Portfolio operating improvements |
| EMC Consumer & Small Business; Iomega Corp. | Executive/management roles | Prior years (exact dates not disclosed) | Consumer storage operations |
External Roles
| Entity | Role | Notes |
|---|---|---|
| Software Acquisition Group II | VP Acquisitions (and same roles as SAQN) | SPAC merged with Otonomo (NASDAQ: OTMO) in Oct 2021 |
| Software Acquisition Group III | VP Acquisitions (and same roles as SAQN) | SPAC merged with Nogin in Aug 2022 |
Board Governance
- Board classification: Class III director; Class III terms run to the 2026 annual meeting. Audit Committee member; Nominating & Corporate Governance Committee member (not chair). All Audit members qualify as “audit committee financial experts.”
- Independence: Board determined Mike Nikzad is independent under NASDAQ rules (considered past SAQN employment in the assessment).
- Attendance/Engagement: Board met 7x in FY2024; Audit met 8x; Compensation met 6x; Nominating met 1x. No director attended less than 75% of meetings in 2024.
- Sponsor Director designation: Under the Investor Rights Agreement the sponsor can nominate up to two directors while ownership thresholds are met; Nikzad’s seat originated via these rights. Governance implication: potential influence channel from sponsor despite formal independence.
Fixed Compensation
| Component | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Cash retainer + committee fees ($) | $77,000 | $77,000 | $77,000 | $77,000 |
| Equity awards ($) | $0 | $76,995 | $77,274 | $66,125 |
| RSU grant details | — | 12,984 RSUs granted 1/1/2022; vest 1/1/2023 | 54,804 RSUs granted 3/10/2023; vest 3/10/2024 | 57,000 RSUs granted 5/8/2024; vest 5/8/2025; grant-date close $1.15 |
Notes:
- Standard non-employee director pay: $50,000 cash retainer; committee chairs $24,000; committee members $13,500; Nikzad serves on two committees and is not a chair (cash math equals $77,000).
- Director equity grants are time-based RSUs under the Omnibus Incentive Plan.
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based director awards (PSUs, options tied to metrics) | None disclosed for non-employee directors; RSU grants are time-based (no director performance metrics). |
| Clawback applicability | Plan provides forfeiture/recoupment (“clawback”) for awards; applies to non-employee directors as Plan participants. |
| Change-of-control treatment | Awards/vesting subject to change-in-control provisions per Plan; performance awards convert to service-vesting alternative per defined rules. |
Other Directorships & Interlocks
| Company | Board/Role | Potential Interlock or Conflict |
|---|---|---|
| SAQN; SAG II; SAG III | Sponsor-affiliated director/VP Acquisitions roles | Origin of Sponsor Director rights at CURI (alignment risk if sponsor retains influence) |
| Otonomo; Nogin (post-merger outcomes) | Transaction outcomes of SAG II/III | Informational linkages; no CURI related-party transactions disclosed via these entities |
Expertise & Qualifications
- Financial sophistication: Audit Committee financial expert designation; extensive operating experience in software/media workflows and telecom/payments.
- Technical/operational background: Led turnarounds (Ooyala), enterprise SaaS (Syncplicity), telecom/payments (NewNet), consumer storage (EMC/Iomega).
- Education: B.S. Mechanical Engineering (Utah State); Stanford GSB Strategic Marketing Management Program.
Equity Ownership
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Beneficial ownership (shares) | 1,109,022 | 1,122,006 | 1,176,810 | 1,234,310 |
| % of shares outstanding | 2.1% | 2.1% | 2.2% | 2.2% |
| Composition notes | Common + warrants + RSUs (incl. 21,981 RSUs in 2022; 12,984 vest 1/1/2023; warrants exercisable into 551,400) | Common/RSUs (no options) | Common/RSUs (no options) | Common/RSUs (no options) |
Additional alignment policies:
- Hedging/pledging: Hedging prohibited; pledging/margin only with advance approval by General Counsel. No pledges reported for Nikzad; pledges disclosed for HFM/John Hendricks (not Nikzad).
Insider Trades and Section 16 Compliance
| Year | Event | Notes |
|---|---|---|
| 2023 | Late Form 4 filing (RSU grant reporting) | Late filings by multiple directors including Michael Nikzad on March 17, 2023. |
| 2024 | No delinquent filings | Company states no insider failed to file timely Section 16 reports during 2024. |
Governance Assessment
- Strengths: Independent status confirmed; Audit and Nominating committee service; designated audit financial expert; consistent meeting attendance; meaningful personal ownership (≈2.2%); director equity delivered via RSUs with clawback and change-of-control protections under Plan.
- Risks/Red flags: Sponsor Director origin under Investor Rights Agreement could affect perceived independence and information flow; one-time late Form 4 in 2023 (administrative), since corrected. No related-party transactions disclosed involving Nikzad.
- Compensation alignment: Cash retainer plus committee fees aligned to workload; equity grants are time-based (no performance hurdles for directors). Year-over-year RSU value declined in 2024 versus 2023, reducing dilution/comp cost; overall mix remains balanced.
Overall, Mike Nikzad brings operating rigor and financial oversight to CURI’s board through audit expertise and sponsor-backed transaction experience, with moderate alignment via share ownership. The principal governance consideration is the Sponsor Director designation’s potential influence, mitigated by formal independence determinations and robust committee structure and attendance.