Tia Cudahy
CuriosityStreamAbout Tia Cudahy
CuriosityStream’s Chief Operating Officer and Secretary; age 61 (as of March 31, 2025). She has served as COO since June 2018 (also COO Oct 2013–Jan 2016; Chief Strategy Officer Jan 2016–Jun 2018; General Counsel through Dec 2024), with earlier legal roles at National Public Radio and as Deputy General Counsel at Discovery Communications; BA Amherst, JD University of Chicago Law School . She has 16 years of service with Curiosity and affiliates (as of May 30, 2025), indicating deep institutional knowledge and operational continuity . Company performance during the most recent year shows revenue decline and EBITDA uplift versus 2023, reflecting a pivot to profitability.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($) | 56,889,000* | 51,134,000* |
| EBITDA ($) | -1,281,000* | 6,343,000* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CuriosityStream (Legacy and current) | Chief Operating Officer | Oct 2013–Jan 2016; Jun 2018–Present | Built and led operations through launch, distribution, and scaling phases . |
| CuriosityStream | Chief Strategy Officer | Jan 2016–Jun 2018 | Corporate strategy and transition to next growth phase . |
| CuriosityStream | General Counsel | Inception–May 2015; May 2017–Dec 2024 | Legal, governance, commercial contracts, compliance . |
| CuriosityStream | Executive Vice President | Inception–Oct 2013 | Early-stage leadership across functions . |
| Discovery Communications | Deputy General Counsel | Prior to Curiosity | Major media legal experience . |
| National Public Radio | Counsel | Prior to Curiosity | Media and content legal expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ISCA Inc. (ag biotech) | Director (prior service) | Not disclosed | Governance oversight in biotech innovation . |
| Patrick & Anna M. Cudahy Fund | Director | Current | Non-profit governance and philanthropy . |
Fixed Compensation
Multi-year cash and fixed benefits for Tia Cudahy:
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 310,000 | 310,000 |
| Target Bonus (% of salary) | 50% (set effective 1/1/2022) | 50% |
| Actual Cash Bonus Paid ($) | 25,575 | 175,667 |
| All Other Compensation ($) | 13,300 (401k, phone, etc.) | 12,400 (401k) |
- Effective January 1, 2025, her target bonus potential increased to 100% of base salary, signaling higher at-risk pay .
Performance Compensation
Annual Cash Incentive
| Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Company performance measures (not itemized) | Not disclosed | Not disclosed | Not disclosed | 25,575 (2023) | Annual cash |
| Company performance measures (not itemized) | Not disclosed | Not disclosed | Not disclosed | 175,667 (2024) | Annual cash |
Notes: Company states NEO bonuses are tied to company performance; specific metrics/weights for Ms. Cudahy not disclosed .
Equity Awards (Grants, Metrics, Vesting)
| Grant Date | Type | Shares/Units | Performance Metric | Outcome/Status | Vesting Detail |
|---|---|---|---|---|---|
| Jul 28, 2023 | Option Cancellation & Exchange RSUs (vested options) | 125,778 | N/A (time-based) | Vested | Vested on Jul 28, 2024, subject to continued employment . |
| Jul 28, 2023 | Option Cancellation & Exchange RSUs (unvested options) | 56,679 | N/A (time-based) | Partially vested; remainder vested | 7,902 on Aug 2, 2023; 1,406 in equal increments every 3rd month from Sep 25, 2023–Mar 25, 2025; 2,815 monthly from Jul 20, 2023–Jan 2025; 44,556 on Jan 1, 2025 . |
| May 8, 2024 | Performance RSUs | 534,750 | Adjusted Free Cash Flow: $3.0M and $5.3M | Achieved | 50% vested upon Board determination of $3.0M AFCF (Aug 12, 2024); 50% vested upon $5.3M AFCF (Nov 5, 2024). If not achieved, would have time-vested over 3 years . |
Outstanding unvested equity as of Dec 31, 2024 (pre-1/1/2025 vesting):
| Award | Unvested Units (#) | Notes |
|---|---|---|
| RSUs granted Jan 4, 2021 | 8,407 | 4-year equal installments ending Jan 4, 2025 . |
| RSUs granted Mar 25, 2021 | 381 | Vest quarterly in 1/16ths . |
| RSUs granted Sep 20, 2021 | 742 | Vest monthly in 1/48ths . |
| RSUs granted Jan 1, 2022 | 22,756 | Vested in full Jan 1, 2025 . |
| RSUs (Option Exchange) granted Jul 28, 2023 | 46,614 | Vested Jan 1, 2025; plus quarterly/monthly tranches through 2025 . |
Plan-level clawback/forfeiture: Awards subject to forfeiture and recoupment per Company policies and applicable law; Committee may cancel/adjust awards for cause, covenant breaches, or in change-in-control scenarios as provided in the Plan .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 530,401 shares (direct) . |
| Ownership % of Outstanding Shares | 0.9% (based on 56,930,262 shares outstanding as of Apr 8, 2025) . |
| Vested vs. Unvested | As of Dec 31, 2024, unvested tranches totaled 78,900 units across 2021–2023 grants; large blocks vested on Jan 1, 2025 per schedules above . |
| Pledging/Hedging | Insider policy prohibits hedging/short sales and requires pre-approval for any pledging or margin usage; no pledging disclosed for Ms. Cudahy . |
| Ownership Guidelines | No executive stock ownership guidelines disclosed in proxy statements reviewed. |
Potential supply/overhang: The 534,750 performance RSUs granted May 2024 fully vested in H2’24; Option Exchange RSUs also delivered material shares by mid-2024 and Jan 1, 2025, increasing float potentially available for sale by insiders subject to trading windows and 10b5-1 plans .
Employment Terms
| Term | Detail |
|---|---|
| Role tenure | COO since June 2018; previously COO (2013–2016), Chief Strategy Officer (2016–2018), General Counsel through Dec 2024 . |
| Service credit | 16 years of service with Company and affiliates as of May 30, 2025 . |
| Base/bonus framework | Base salary $310,000 (2023–2024) ; target bonus 50% through 2024 ; increased to 100% effective Jan 1, 2025 . |
| Severance (no individual contract disclosed) | Under Severance Pay Plan: if involuntarily terminated without cause, severance equals one month of base pay per year of service, min 3 months, max 12 months; given 16 years of service, Ms. Cudahy is eligible for the 12-month cap; subject to release; 280G cutback applies (no gross-up) . |
| Change-in-control treatment (Plan) | Double-trigger protection for “alternative awards” if assumed post-CIC; performance awards convert to service-based with target or actuals depending on cycle; acceleration upon qualifying termination within 24 months post-CIC; otherwise standard payout mechanics per Plan . |
| Death/Disability (Plan) | All awards vest in full; performance awards vest at target; options/SARs exercisable for up to 1 year or term end . |
| Trading policy | Hedging/short sales prohibited; pledging/margin require pre-approval; 10b5-1 trading plans permitted under policy . |
| Section 16 compliance | No delinquent filings in 2024; Ms. Cudahy had one late Form 4 in 2023 related to tax withholding on RSU vesting (administrative timing) . |
Compensation Structure Analysis
- Equity mix shift and de-risking: The 2023 Option Cancellation & Exchange replaced underwater options with RSUs, reducing leverage and increasing certainty of value (lower risk for executives), with significant time-based vesting through early 2025 .
- Performance linkage: 2024 performance RSUs tied to adjusted free cash flow thresholds ($3.0M and $5.3M) vested upon achievement in Aug and Nov 2024, explicitly aligning equity payouts with cash generation milestones .
- Pay-at-risk trend: Cash bonus increased materially in 2024 vs 2023; target bonus doubled to 100% for 2025, increasing performance sensitivity of cash compensation .
- Clawback/forfeiture and no gross-up: Plan-level recoupment provisions in place; severance plan uses 280G cutback with no tax gross-up—shareholder-friendly features .
Related Party Transactions
- No related party transactions involving Ms. Cudahy are disclosed; Company subleases office space to an affiliate of directors (Hendricks entities) separate from Ms. Cudahy .
Investment Implications
- Alignment and retention: Ms. Cudahy’s 0.9% stake and multi-year RSU vesting cadence (large tranches in H2’24 and 1/1/2025) create strong equity alignment and near-term retention hooks; severance exposure is capped at 12 months base salary (no gross-up), limiting downside for shareholders in a transition .
- Performance signaling: The 2024 RSUs conditioned on AFCF and their rapid vesting upon achieving $3.0M and $5.3M AFCF indicate management’s focus on cash generation and a comp plan tied to profitability milestones—supportive for equity holders if sustained .
- Supply/overhang risk: The Option Exchange and 2024 performance RSUs produced meaningful share issuance to insiders (including Ms. Cudahy) in 2H’24 and early 2025, increasing potential selling supply subject to trading windows—monitor Form 4s and 10b5-1 plans for execution timing .
- Governance risk low on comp terms: Recoupment provisions, pledging restrictions, and absence of tax gross-ups reduce governance red flags; no personal pledging disclosed for Ms. Cudahy .
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