Jay Krigsman
LiveOneAbout Jay Krigsman
Independent director of LiveOne (LVO) since April 26, 2012; age 60. Executive Vice President and Asset Manager at The Krausz Companies since 1992; previously held senior leasing responsibilities at Birtcher Development Co. Holds CCIM and Sr. Certified Leasing Specialist designations, and a California Real Estate Broker’s License; BA in Business Administration from the University of Maryland. Serves on the board of Trinad Capital, LVO’s principal stockholder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Krausz Companies | Executive Vice President & Asset Manager | Since 1992 | Leads acquisitions, property management oversight, strategic leasing programs |
| Birtcher Development Co. | Senior leasing responsibilities | Prior to 1992 (not specified) | Commercial real estate leasing leadership |
External Roles
| Organization | Role | Tenure | Notes / Potential Interlock |
|---|---|---|---|
| Trinad Capital | Director | Not disclosed | Trinad Capital is LVO’s principal stockholder; interlock merits ongoing independence oversight |
Board Governance
- Independence and leadership
- Determined independent under Nasdaq Rule 5605(a)(2) and applicable SEC rules; board considered relevant relationships in its review .
- Designated to preside over executive sessions of non‑management directors (functions akin to Lead Independent) .
- Committee assignments and chair roles
- As of July 17, 2025 (proxy): Compensation Committee Chair; Nominating Committee member .
- Effective Sept 5, 2025: appointed to Audit Committee and named Audit Committee Chair (fills vacancy created by prior resignation) .
- Attendance and engagement
- Board met twice in FY2025; all incumbent directors attended >75% of board and committee meetings, except Mr. Solomon (≥ two‑thirds). Committees acted multiple times by unanimous written consent .
- Committee activity (FY2025)
- Audit Committee met four times; Compensation Committee met twice; Nominating Committee acted solely by unanimous written consent .
Fixed Compensation (Director)
- Policy design: Independent directors receive equity retainers (RSUs) in lieu of cash; current structure targets $90,000 RSUs base per director, plus committee RSU stipends: Audit member $10,000; Audit Chair additional $15,000; Compensation member $5,000; Compensation Chair additional $10,000; no fees for Nominating; no per‑meeting fees. A formal director pay review (potentially adding cash components) is planned for FY2026 with an external consultant .
- FY2025 actuals (earned/awarded within fiscal year): RSUs granted Sept 10, 2024 for service Oct 1, 2023–Sep 30, 2024 (vesting Oct 31, 2024) at $1.57 per RSU (trailing VWAP); additional FY2025 RSUs for Oct 1, 2024–Mar 31, 2025 anticipated to vest Oct 31, 2025 (subject to board determination) .
| Fiscal Year | Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|---|
| FY2025 (year ended Mar 31, 2025) | Jay Krigsman | — | 95,636 | — | 95,636 |
Notes: Grant-date fair value under ASC 718; Sept 10, 2024 grants priced at $1.57 per RSU; all such RSUs vested Oct 31, 2024; directors could elect to delay vesting for tax purposes .
Performance Compensation (Director)
- Director equity is time‑based RSUs; no performance‑conditioned (PSU) director awards disclosed; company generally does not grant stock options in its equity programs .
- Company-wide Annual Bonus Plan (ABP) for executives (oversight relevance): Effective Oct 1, 2023 for FY2024–FY2025; ABP Committee includes CEO Robert Ellin and director Jay Krigsman (with a third seat to be filled after the CFO resignation). Metrics may include revenue, adjusted EBITDA, stock price, and other company key operating metrics, with significant committee discretion; payouts in cash and/or equity under the 2016 Plan .
| Program | Applies To | Metric Design | Payout Vehicles |
|---|---|---|---|
| Annual Bonus Plan (ABP) | Executives and employees (not directors) | Revenue, adjusted EBITDA, stock price, and other operating metrics (weights set by ABP Committee; discretion to adjust) | Cash and/or LVO equity under 2016 Plan |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock / Conflict Consideration |
|---|---|---|---|
| Trinad Capital | Private (investment fund) | Director | Trinad Capital is LVO’s principal stockholder; governance should monitor independence and related‑party matters; board has deemed Krigsman independent under Nasdaq rules . |
Expertise & Qualifications
- Commercial real estate acquisitions, asset management, strategic leasing; long‑tenured EVP/Asset Manager at The Krausz Companies .
- Professional credentials: CCIM; Sr. Certified Leasing Specialist; California Real Estate Broker .
- Governance experience: Longstanding LVO director (since 2012); Compensation Committee Chair; Nominating member; subsequently Audit Committee Chair .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Class | Key Components / Notes |
|---|---|---|---|
| Jay Krigsman | 1,297,186 | 1.3% | Includes 25,000 vested stock options; includes 66,879 vested RSUs granted in 2024 (settlement deferred); includes 890,186 shares held by the Krigsman Family Trust (shared voting/dispositive power; disclaims beneficial ownership except pecuniary interest) . |
| Shares Outstanding (Record Date) | 97,128,164 | — | Record Date: July 14, 2025 . |
- Pledging/Hedging: Company policy prohibits hedging and pledging without pre‑approval; no pledging by Mr. Krigsman disclosed .
- Section 16(a) compliance: The company noted Mr. Krigsman’s Form 4 filed Sept 23, 2024 was inadvertently filed late .
Governance Assessment
Positive indicators
- Independent director with deep operating experience; chairs Compensation Committee and, as of Sept 5, 2025, Audit Committee, signaling trust in his oversight capacity .
- Presides over executive sessions of non‑management directors, enhancing independent board leadership .
- Director compensation paid in equity (RSUs) aligns incentives with shareholders; no per‑meeting fees; committee chair premiums structured and transparent .
Risk indicators and potential conflicts
- Interlock: Serves on the board of Trinad Capital, LVO’s principal stockholder; while the board has determined independence under Nasdaq rules, this relationship warrants continued scrutiny in related‑party contexts and compensation/governance decisions. Related‑party financing with Trinad Capital (affiliated with CEO) underscores need for rigorous recusals and audit oversight .
- Compensation governance: ABP Committee comprises the CEO and Mr. Krigsman (director), with broad discretion over executive bonus outcomes; careful documentation of target setting and use of discretion is recommended to mitigate perceived conflicts and reinforce pay‑for‑performance .
- Compliance: One late Form 4 in 2024 (inadvertent) noted; low severity but worth tracking for repeat issues .
Board effectiveness implications
- Consolidation of committee leadership (Compensation Chair and now Audit Chair) concentrates oversight influence; beneficial for coordination but should be balanced with robust committee membership and periodic independent evaluations .
- Equity‑based director pay enhances alignment but may increase dilution risk; the planned FY2026 compensation review (including potential cash components) is a constructive step to modernize director compensation and address market benchmarking .
Director Compensation Policy Details (Reference)
| Component | Amount (RSU Grant Value) | Notes |
|---|---|---|
| Base annual equity retainer (independent directors) | $90,000 | Time‑based RSUs; number of units based on FMV on approval date |
| Audit Committee member | $10,000 | Additional RSUs |
| Audit Committee chair | $15,000 | Additional RSUs |
| Compensation Committee member | $5,000 | Additional RSUs |
| Compensation Committee chair | $10,000 | Additional RSUs |
| Nominating Committee | $0 | No additional compensation |
| Per‑meeting fees | $0 | None under current plan |
Director Election & Shareholder Votes (Context)
- Re‑elected Sept 8, 2025; received 45,166,859 For; 2,576,116 Withheld; broker non‑votes 24,187,574 .
- Reverse split authorization approved; auditor ratified; adjournment authority approved .
Related-Party Transactions (Context)
- Historic and extended notes with Trinad Capital (CEO‑affiliated); multiple amendments; issuances of LVO shares in consideration for extensions. While not attributed as a transaction involving Mr. Krigsman personally, his board seat at Trinad Capital elevates perceived conflict risk; audit committee oversight and recusals are critical .
Summary
- Jay Krigsman is an experienced, long‑tenured independent director with significant committee leadership (Compensation Chair; now Audit Chair) and a role presiding over executive sessions. His equity‑heavy director compensation supports alignment, and his personal beneficial ownership is meaningful at ~1.3%. Key governance watch‑items include the Trinad Capital interlock and the ABP Committee composition with the CEO; these merit continued monitoring, strong recusal practices, and transparent documentation to sustain investor confidence .