Lindsay A. Gardner

About Lindsay A. Gardner

Lindsay A. Gardner (age 65) is IZEA’s independent Chairman of the Board and Audit Committee Chair; he has served on the Board since 2013. He brings 30+ years in media/technology, including Fox Networks (President, Distribution), T‑Mobile (SVP & Chief Content Officer), Layer3TV (Chief Content Officer), and Oaktree Capital (Senior Advisor). He holds an MBA from The Wharton School and a BA in Economics from Brandeis University .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Gardner is an “independent director” under Nasdaq rules .
• Leadership structure: Board split the Chairman/CEO roles in Sept 2024; Gardner serves as independent Chairman of the Board .
• Committees:
  • Audit Committee: Chair; designated “audit committee financial expert”; members Gardner, Caron, Rua .
  • Compensation Committee: Member; committee chaired by Rua; members Bonchristiano, Gardner, Rua .
  • Strategy & Capital Allocation Committee: Member; committee chaired by Caron; members Bonchristiano, Boscolo, Caron, Gardner .
• Attendance/engagement (FY2024 governance year): Board (21 meetings), Audit (6), Strategy & Capital Allocation (2), Nominating & Governance (1), Compensation (10); each director attended ≥75% of applicable meetings; all seven directors attended the 2024 annual meeting .
• Executive sessions: Independent directors meet in executive session without management, typically at each regular in‑person Board meeting .

Fixed Compensation

Director pay program (effective Sept 6, 2024)

• $60,000 in restricted stock per year (granted quarterly, immediate vesting) .
• $35,000 annual cash retainer .
• Chairman of the Board fee: $20,000 per year .
• Committee retainers: Audit member $5,500; Audit Chair $15,000; Compensation member $4,500 / Chair $10,000; Nominating member $3,000 / Chair $5,500; Strategy & Capital Allocation member $4,500 / Chair $10,000 .

Director compensation (Gardner)

Notes:

• Quarterly equity awards vest immediately at grant under the non‑employee director program .
• Program was updated on Sept 6, 2024 to add a $20,000 Chair fee and Strategy & Capital Allocation Committee fees (incremental to the 2023 structure) .

Performance Compensation

• Non‑employee director equity is time‑based and vests immediately upon grant; no performance‑based director awards disclosed .
• Company officer STIP metrics (under Compensation Committee oversight) for FY2024:
  • Revenue (50% weight) and Adjusted EBITDA (50% weight), with payout range 50%–150% of target based on thresholds/max .

Other Directorships & Interlocks

• The proxy biographies disclose no other current public company board seats for Gardner; roles listed are TokenForm (private) and Soofa (private) .
• Board composition changes in Sept 2024 via Cooperation Agreement added two GP Investments-affiliated directors and created the Strategy & Capital Allocation Committee; GP Parties agreed to vote 17.6% of outstanding shares with Board recommendations at the 2025 annual meeting .

Expertise & Qualifications

• Designated Audit Committee Financial Expert; extensive executive leadership across media, technology, and distribution (Fox Networks, T‑Mobile, Layer3TV), plus private equity advisory experience at Oaktree .
• Education: MBA, The Wharton School; BA, Economics, Brandeis University .

Equity Ownership

• Anti‑hedging/pledging: Company policy prohibits directors and employees from pledging and from hedging transactions (e.g., options) designed to offset decreases in company stock value .
• Section 16(a) compliance: Company disclosed certain late filings for other insiders (Murphy; Form 3s for Bonchristiano and Boscolo) and did not identify late filings for Gardner in its review .

Governance Assessment

Strengths

• Independent Chairman with deep media/technology and distribution experience; designated Audit Committee financial expert .
• Strong committee engagement (chairs Audit; serves on Compensation and Strategy); Board met frequently in 2024, and directors met attendance expectations; independent director executive sessions are routine .
• Director pay balanced between cash and equity; equity grants are modest and immediate-vesting; anti‑hedging/pledging policy aligns with shareholder interests .

Potential risk indicators and monitoring items

• RED FLAG: Concentration of oversight roles — Gardner is both independent Chairman of the Board and Audit Committee Chair, combining board leadership with primary financial reporting oversight in a single director .
• Shareholder influence dynamics — GP Parties’ Cooperation Agreement adds two directors and includes a voting commitment for 17.6% of shares, potentially shifting board dynamics and capital allocation priorities; continued focus on independent oversight is warranted .
• Contextual performance backdrop — Company reported FY2024 net loss of $(18,852,261) and a TSR value of $51 on a hypothetical $100 investment (pay-versus-performance disclosure), emphasizing the importance of rigorous Audit and Compensation oversight through the ongoing turnaround .