Hilarie Bass
About Hilarie Bass
Hilarie Bass, age 70, is an independent director of Dolphin Entertainment, Inc. since October 2024; she is a former President of Greenberg Traurig (until December 2018), previously chaired the firm’s 600-member Litigation Department for eight years, and is a recognized trial lawyer (American College of Trial Lawyers). She has served as President of the American Bar Association, Chair of the University of Miami Board of Trustees, and Chair of United Way of Miami-Dade; current roles include the UHealth Board of Directors, the ABA Retirement Fund, and the American Bar Endowment, and she leads the Bass Institute for Diversity and Inclusion .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenberg Traurig | President | Until Dec 2018 | Led global law firm with >2,000 attorneys and 40 offices |
| Greenberg Traurig | Chair, Litigation Department | 8 years | Led 600-member litigation group |
| American Bar Association | President | — | National leadership in legal profession |
| University of Miami | Chair, Board of Trustees | — | Governance leadership |
| United Way of Miami-Dade | Chair | — | Community leadership |
External Roles
| Organization | Role | Status |
|---|---|---|
| UHealth Board of Directors | Director | Current |
| ABA Retirement Fund | Board Member | Current |
| American Bar Endowment | Board Member | Current |
| Bass Institute for Diversity & Inclusion | President | Current |
Board Governance
- Independence: The Board deems Hilarie Bass independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments: Bass is not listed on the Audit or Compensation Committees (Audit: Espensen–Chair, Famadas, Stanham; Compensation: Famadas–Chair, Stanham) .
- Nominating function: No standing nominating committee; a majority of independent directors recommend nominees .
- Meetings and attendance: In 2024, the Board met six times; each incumbent director attended at least 75% of Board and committee meetings of which they were members; two directors attended the 2024 annual meeting .
- Leadership and risk oversight: CEO serves as Chair; Board states it “does not perform a risk oversight function” currently .
- Insider trading policy: Prohibits directors and officers from hedging or monetization transactions in DLPN stock .
| Committee | Members | Chair | 2024 Meetings | Attendance |
|---|---|---|---|---|
| Audit | Espensen, Famadas, Stanham | Espensen | 4 | All members present |
| Compensation | Famadas, Stanham | Famadas | 1 | Both members attended |
| Nominating (function) | Majority of independent directors | — | — | — |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $0 | No director compensation paid in 2024 for Board service |
| Committee membership fees | $0 | Not disclosed/none paid |
| Committee chair fees | $0 | Not disclosed/none paid |
| Meeting fees | $0 | Not disclosed/none paid |
| Equity grants (director service) | $0 | No director equity for 2024 disclosed |
Consulting Agreement (Non-Board Compensation):
- Effective date: January 1, 2025; approved May 13, 2025; one-year consulting agreement for commercial litigation advice .
- Compensation: $100,000, payable in four quarterly installments of $25,000; payments made May 15, 2025 ($25,000) and July 10, 2025 ($25,000); $50,000 outstanding as of September 15, 2025 .
| Item | Detail |
|---|---|
| Agreement Scope | Commercial litigation advice and consulting |
| Term | 1 year effective Jan 1, 2025 |
| Total Compensation | $100,000 (4 x $25,000 quarterly) |
| Payments Made | May 15, 2025: $25,000; July 10, 2025: $25,000 |
| Outstanding Balance | $50,000 as of Sept 15, 2025 |
Performance Compensation
| Performance Metric | Tied to Director Compensation? | Notes |
|---|---|---|
| Revenue growth | None disclosed | No director pay in 2024; no performance metrics for director compensation disclosed |
| EBITDA/TSR targets | None disclosed | No director equity or bonus disclosed |
| ESG goals | None disclosed | Not disclosed for directors |
- Equity award policies: Company occasionally grants RSUs to employees; does not grant options currently; no timing around MNPI; none granted to NEOs in 2024; directors had no Board-service equity in 2024 .
- Hedging prohibition for directors and officers reinforces alignment via long-only exposure when ownership exists .
Other Directorships & Interlocks
| Company Type | Organization | Role | Potential Interlock/Overlap |
|---|---|---|---|
| Non-profit | United Way of Miami-Dade | Chair (prior) | Overlaps with O’Dowd (United Way Worldwide & UK Boards) and Grillo (former COO at United Way Miami-Dade) |
| Non-profit | UHealth Board of Directors | Director | — |
| Non-profit | ABA Retirement Fund | Board Member | — |
| Non-profit | American Bar Endowment | Board Member | — |
- Public company boards: None disclosed for Bass .
Expertise & Qualifications
- Legal/litigation leadership: Former President of Greenberg Traurig; Chair of Litigation; trial lawyer for 30+ years with Fortune 100 cases; invited member of American College of Trial Lawyers .
- Governance/community leadership: ABA President; UM Board Chair; United Way Miami-Dade Chair; current board roles at UHealth, ABA Retirement Fund, and American Bar Endowment; DEI thought leadership via Bass Institute .
Equity Ownership
| Holder | Shares (Common) | % of Class | Options/RSUs | Pledged Shares |
|---|---|---|---|---|
| Hilarie Bass | 0 | <1% | None disclosed | None disclosed |
- Shares outstanding: 11,982,422 common shares as of September 15, 2025 (record date) .
- Ownership guidelines: Not disclosed for directors .
- Hedging policy: Prohibits directors from hedging/monetization transactions in DLPN stock .
Insider Trades
| Date | Form | Transaction | Shares | Price |
|---|---|---|---|---|
| — | — | None disclosed in proxy for H. Bass | — | — |
- Section 16(a) compliance: Company believes all directors met filing requirements for 2024; one late Form 4 was reported for CEO (not Bass) .
Governance Assessment
-
Positives:
- Independent director with deep litigation and governance experience; valuable oversight in legal risk and dispute strategy .
- Anti-hedging policy for directors and officers limits misalignment via derivatives .
- Independent directors (including Bass) have gatekeeping authority over conversion of Series C through Stock Restriction Agreement, providing a check on potential control shifts .
-
Concerns/RED FLAGS:
- Related-party consulting arrangement pays Bass $100,000 in cash while she serves as an independent director, raising perceived independence and conflict-of-interest risks; $50,000 remained outstanding as of September 15, 2025 .
- Board states it does not perform a risk oversight function; combined CEO/Chair without lead independent director noted, which may weaken risk governance and board independence .
- No standing nominating committee; independent directors handle nominations without a formal policy, which may reduce rigor and transparency in director selection .
- Compensation Committee met only once in 2024 and did not use an independent compensation consultant, which may indicate limited oversight bandwidth on pay practices .
- Minimal director attendance at annual meeting (two directors in 2024) may signal low shareholder engagement norms .
- No board-service compensation or equity grants for directors in 2024; while cost-conscious, the absence of equity retainer may reduce ownership alignment—Bass held zero shares as of the record date .
Implications: The consulting arrangement is the most acute independence signal for Bass and should be monitored for scope creep or preferential terms; absent robust risk oversight and independent board leadership, investors may perceive elevated governance risk. Strengthening committee structures (nominating), formalizing risk oversight, and adopting director equity ownership guidelines could improve alignment and investor confidence .