William O’Dowd, IV
About William O’Dowd, IV
William O’Dowd, IV is Chief Executive Officer, Chairman of the Board, and President of Dolphin Entertainment, Inc. (DLPN). He has served as CEO and Chairman since June 2008 and as President since founding Dolphin Entertainment, LLC in 1996; he is 56 years old . He is an Emmy-nominated producer with credits including Nickelodeon’s Zoey 101 (Primetime Emmy nomination), Raising Expectations (2017 KidScreen Award), Max Steel (feature film), and H+ (multiple Streamy Awards) . O’Dowd teaches annually as an adjunct professor at the University of Miami School of Communication (29 years) and serves on United Way Worldwide’s Leadership Council (since 2012) and the Board of United Way United Kingdom (since 2014) .
DLPN’s recent performance context: Revenues rose from $40.5M in FY 2022 to $51.7M in FY 2024; EBITDA was roughly breakeven in FY 2024 after losses in prior years (see table below; EBITDA values from S&P Global)* [GetFinancials]. The company reported GAAP net losses of approximately $12.6M (FY 2024), $24.4M (FY 2023), and $4.8M (FY 2022), and Pay-vs-Performance tables show a $100 investment valued at $6–$21 over 2022–2024, underscoring shareholder return headwinds .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dolphin Entertainment, Inc. | Chief Executive Officer & Chairman | Since June 2008 | Founder-led strategy; combined CEO/Chair role centralizes strategic execution |
| Dolphin Entertainment, LLC | President (Founder) | Since 1996 | Built entertainment marketing and content platform; credentials from notable productions |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| United Way Worldwide | Leadership Council member | Since 2012 | Global nonprofit leadership; network influence |
| United Way United Kingdom | Board of Directors | Since 2014 | Cross-border governance; stakeholder engagement |
| University of Miami School of Communication | Adjunct professor | 29 years | Talent development and industry outreach |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 400,000 | 400,000 | 400,000 |
| Target Bonus % | — | — | — |
| Actual Bonus Paid ($) | — | — | — |
| All Other Compensation ($) | 282,878 (life insurance $20,380; interest on accrued and unpaid compensation $262,498) | 282,880 (life insurance $20,380; interest on accrued and unpaid compensation $262,500) | 283,598 (life insurance $20,380; interest on accrued and unpaid compensation $263,218) |
| Total Compensation ($) | 684,829 | 682,880 | 683,598 |
Notes:
- “All Other Compensation” for O’Dowd primarily reflects life insurance and interest accruals on unpaid compensation pursuant to historical employment terms; it excludes interest on promissory notes from related party transactions .
Performance Compensation
| Instrument | FY 2022 | FY 2023 | FY 2024 | Vesting | Performance metrics / weighting |
|---|---|---|---|---|---|
| RSUs | 296 units; grant-date fair value $1,951 | — | — | Granted and vested in 2022 | None disclosed |
| Stock Options | Not used | Not used | Not used | — | — |
| PSUs | Not disclosed | Not disclosed | Not disclosed | — | — |
Additional notes:
- Company states it “does not currently award options” and did not time equity grants around MNPI; no off-cycle grants to NEOs in 2024 .
- No outstanding equity awards for NEOs as of December 31, 2024 and 2023 .
Equity Ownership & Alignment
| Holder | Common Shares | % of Common | Composition details |
|---|---|---|---|
| William O’Dowd, IV | 2,729,988 | 19.2% | Includes 62,106 shares via Dolphin Digital Media Holdings LLC; 54,535 via Dolphin Entertainment, LLC; 370,474 held individually; 2,242,873 issuable upon conversion of three convertible promissory notes held by Dolphin Entertainment, LLC (wholly-owned by O’Dowd) |
| Series C Convertible Preferred (held by Dolphin Entertainment, LLC) | 50,000 shares; 7,108,410 votes | 100% of Series C | Series C conversion into common is restricted under a Stock Restriction Agreement requiring majority of independent directors’ approval; restriction terminates upon a Change of Control |
Policies:
- Hedging: Insider trading policy prohibits directors and officers from entering into hedging or monetization transactions involving DLPN common stock .
- Pledging: Not disclosed.
Insider filings:
- One late Form 4 for O’Dowd reported for the year ended December 31, 2024 .
Employment Terms
- Historical employment agreement: O’Dowd’s 2012 agreement (renewed effective Jan 1, 2015; not renewed in 2017) provided $250,000 base salary and a one-time $1,000,000 signing bonus; unpaid compensation accrues interest at 10% per annum . As of Dec 31, 2024 and Sept 15, 2025, accrued compensation balance was $2,625,000 and accrued interest was $1,503,805 (2024) with $263,218 interest expense in 2024; interest payments of $200,000 were made in 2024 .
- Current severance/CoC: More recent disclosure indicates O’Dowd’s arrangement does not provide for payments upon resignation/retirement/other termination or change in control .
- Related-party financing: DE LLC (wholly-owned by O’Dowd) provided notes to the company; on May 12, 2025, the company exchanged DE LLC’s notes for three convertible promissory notes, extending maturities; DE LLC notes bear 10% interest; principal outstanding was $2,242,873 as of Sept 15, 2025 .
- Equity awards outstanding: None for NEOs as of Dec 31, 2024 and 2023 .
- Clawback/tax gross-ups/non-compete/non-solicit: Not disclosed in recent DEF 14A.
Board Governance
- Board leadership: DLPN combines CEO and Chairman roles; the Board states this combined role “promotes strategy development and execution.” The Board currently “does not perform a risk oversight function,” an unusual governance posture for public companies .
- Board composition and nominations: Seven directors; majority of independent directors recommend nominees; no standing nominating committee .
- Independence: Independent directors are Michael Espensen, Nelson Famadas, Nicholas Stanham, Claudia Grillo, and Hilarie Bass .
- Committees:
- Audit Committee: Espensen (Chair), Famadas, Stanham; four meetings in 2024; Espensen is the Audit Committee Financial Expert .
- Compensation Committee: Famadas (Chair), Stanham; one meeting in 2024; did not engage a compensation consultant in 2024 .
- Meetings and attendance: Six Board meetings in 2024; each incumbent director attended at least 75% of combined Board and committee meetings; two directors attended the 2024 annual meeting .
- Director fees: DLPN did not pay director compensation for 2023 or 2024 .
Director Compensation (for Board service)
| Year | Cash Retainer | Meeting Fees | Committee Chair Fees | Equity Grants |
|---|---|---|---|---|
| 2023 | — | — | — | — |
| 2024 | — | — | — | — |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($mm) | (4.8) | (24.4) | (12.6) |
| Total Shareholder Return (Value of $100 investment) | $21 | $20 | $6 |
Key initiatives:
- Content investment: Joint IMAX documentary “The Blue Angels”; Amazon acquired distribution rights; DLPN estimated ~$3.75M from the agreement; first installment $777,905 received Feb 22, 2024; release expected May 2024 .
Compensation Committee Analysis
- Composition: Two independent directors (Famadas, Chair; Stanham) .
- Advisors: No independent compensation consultant engaged in 2024 .
- CEO influence: CEO may recommend compensation levels for other executives (not his own) .
- Peer group/targets: Compensation peer group, target percentiles, and metric weightings are not disclosed in recent proxies .
Related Party Transactions (risk focus)
- O’Dowd-owned DE LLC notes: Principal $2,242,873; 10% interest; exchanged for convertible notes in 2025; company made $200,000 interest payment in 2025 YTD; $200,000 interest in 2024; balances disclosed .
- Accrued compensation to O’Dowd: $2,625,000 principal outstanding; interest accruals continue; interest payments of $200,000 in 2024, $400,000 in 2023 .
- Consulting arrangement: Hilarie Bass (director) consulting agreement $100,000 in 2025 (quarterly installments) .
Say-on-Pay & Shareholder Feedback
- 2025: Say-on-Pay proposal on ballot .
- Historical: In June 2020, Say-on-Pay received over 96% approval; committee did not change approach due to strong support .
Risk Indicators & Red Flags
- Combined CEO/Chair with stated lack of Board risk oversight function .
- Super-voting preferred stock: Series C (held by O’Dowd’s entity) carried 10 votes per underlying common prior to the reduction; shareholders approved reducing to 3 votes per underlying common to comply with Nasdaq Voting Rights Rule; Series C votes now 7,108,410; conversion restricted absent independent director approval .
- Material weaknesses: Management concluded disclosure controls and internal control over financial reporting were not effective; material weaknesses across control environment, IT general controls, and complex accounting areas; remediation in progress .
- Late Section 16 filing: One late Form 4 for O’Dowd in 2024 .
- Ongoing related-party financing and accrued compensation owed to CEO/affiliates .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 40,505,558 | 43,123,075 | 51,684,984 |
| EBITDA ($) | -1,396,617* | -3,699,377* | 52,790* |
*Values retrieved from S&P Global.
Investment Implications
- Alignment: O’Dowd’s pay is predominantly fixed cash (base $400k) plus interest accruals on historical unpaid compensation; minimal recent equity grants and no options suggest limited sensitivity of pay to shareholder returns, reinforcing concerns amid negative net income and weak TSR .
- Control dynamics: Super-voting Series C (even after reduction) and significant beneficial ownership through convertible notes concentrate voting power and potential issuance overhang; conversion is restricted but can be lifted by independent directors or upon change of control .
- Governance risk: Combined CEO/Chair and lack of risk oversight function at Board level, together with material control weaknesses and related-party financing, represent governance and operational risk that can impact valuation, financing costs, and market confidence .
- Trading signals: The late Section 16 filing, ongoing related-party notes convertible into common, and past capital reliance (Lincoln Park facilities) point to dilution and insider conversion/selling overhang risks; monitor any Form 4 activity and shareholder votes on capital issuance proposals .