Ramin Arani
LiveOneAbout Ramin Arani
Independent director of LiveOne since January 14, 2019; age 55. Background includes 25+ years in public markets and CFO experience: advisor to LionTree (since Apr 2023), partner at &vest Capital (since Feb 2022), former CFO of Vice Media Group (Nov 2019–Dec 2021), and former Fidelity portfolio manager culminating as Fund Manager of the Fidelity Puritan Fund (Feb 2008–Sep 2018). BA in International Relations from Tufts University. The board classifies him as independent; he serves on the Audit Committee and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vice Media Group | Chief Financial Officer | Nov 2019 – Dec 2021 | Senior finance leadership |
| Fidelity Management & Research Co. | Portfolio Manager (Puritan Fund; previously Trend Fund, Health Care Sector Fund, Retail Select Fund) | Puritan Fund Feb 2008 – Sep 2018; Trend Fund 7 years; late-1990s sector funds | Puritan Fund achieved top 5% relative performance and Morningstar 5-star/Silver during his tenure |
| Fidelity Management & Research Co. | Research Analyst (Aerospace & Defense, REIT, Retail, Pharma) | 1992 – 2000 | Three-time Institutional Investor “Best of the Buyside” (1994, 1996, 1998) |
External Roles
| Organization | Role | Status / Since | Notes |
|---|---|---|---|
| LionTree, LLC | Advisor | Apr 2023 – present | Global investment bank |
| &vest Capital | Partner | Feb 2022 – present | Investment firm |
| Brunello Cucinelli SpA (Milan-listed) | Director | Current | Fashion industry board seat |
| FAST Acquisition Corp II (NYSE: FZT) | Director | Current | SPAC board seat |
| Private/other boards (select) | Director/board member | Various | Legendary Pictures, Vice, Moda Operandi, Rent the Runway, Goop, Emotion Network; philanthropic boards at UVA College Foundation, Nichols School, Tufts IGL, etc. |
Board Governance
- Independence and roles: Independent director under Nasdaq rules; currently serves on the Audit Committee; designated an “audit committee financial expert.” Post-October 2024, the Audit Committee has two members (Solomon, Arani) with a chair vacancy after Foster’s resignation. The Audit Committee met 4 times in FY2025.
- Attendance: In FY2025, the board met twice; all incumbent directors attended >75% of combined board and committee meetings, except Mr. Solomon (≥ two-thirds). Executive sessions of non-management directors are presided over by Mr. Krigsman.
- Governance practices: Company cites 6 of 7 directors as independent; annual board elections; no hedging allowed; no pledging without pre-approval; regular board/committee self-assessments. CEO also serves as Chair.
Fixed Compensation
| Fiscal Year (end) | Fees Earned/Paid in Cash ($) | Stock Awards ($, ASC 718 FV) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| FY2025 (Mar 31, 2025) – Ramin Arani | — | 91,082 | — | 91,082 |
Director compensation structure (current policy):
- Annual equity retainer in RSUs: $90,000 for each independent director; plus Audit Committee member $10,000 and Audit Chair $15,000; Compensation Committee member $5,000 and Chair $10,000; no additional pay for Nominating Committee; no per-meeting fees. The company plans a formal review in FY2026 and may introduce cash components and retain a compensation consultant.
- 2024/2025 RSU mechanics: On Sep 10, 2024, RSUs were awarded in lieu of cash for Oct 1, 2023–Sep 30, 2024 at $1.57 per RSU; all vested Oct 31, 2024. For Arani, the portion attributed to FY2025 had a grant-date fair value of $45,541. The board anticipated awarding RSUs for Oct 1, 2024–Mar 31, 2025 that would vest around Oct 31, 2025, subject to service.
| RSU Grant Details | Value / Terms |
|---|---|
| RSU price (for 10/1/23–9/30/24 period) | $1.57 per RSU |
| Vesting date for that period’s grant | October 31, 2024 |
| Arani’s FV attributed to FY2025 portion | $45,541 |
| Anticipated vest for 10/1/24–3/31/25 | Around October 31, 2025 (subject to board determination and service) |
Performance Compensation
| Award Type | Performance-conditioned? | Metrics | Vesting |
|---|---|---|---|
| Director RSUs | No | N/A (time-based awards) | Vests on stated date (e.g., Oct 31, 2024 for the 10/1/23–9/30/24 period) |
Notes:
- Company indicates “no option repricing without shareholder approval”; options generally not granted as part of equity programs; in FY2025 none of the NEOs received options. While this is focused on executives, it underscores program design and risk posture.
Other Directorships & Interlocks
- Current public boards: Brunello Cucinelli SpA; FAST Acquisition Corp II.
- Potential interlocks/conflicts:
- FMR LLC (Fidelity) owns ~6.2% of LVO; Arani is a former long-tenured Fidelity PM, which may raise perceived affiliation considerations, though the board deems him independent.
- Advisor to LionTree and partner at &vest; no related-party transactions with LiveOne are disclosed in the proxy sections reviewed. Audit reviews related-person transactions under policy.
Expertise & Qualifications
- Capital markets/investment expertise (25+ years), multi-sector research coverage experience, and public-company CFO tenure. Board cites deep understanding of capital markets as his core qualification.
- Audit Committee financial expert designation per Item 407(d)(5) of Reg S-K.
- Education: BA, Tufts University; multiple “Best of the Buyside” awards.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Basis/Notes |
|---|---|---|---|
| Ramin Arani | 257,601 | <1% | As of record date with 97,128,164 shares outstanding |
Equity components (as described in footnotes):
- Includes 25,000 vested stock options for each director.
- Includes 55,113 vested RSUs granted in 2024 for Arani.
- Company policy: no hedging; pledging requires pre-approval.
Additional Shareholder Signals
| Item | Result / Data |
|---|---|
| 2024 AGM director vote – Ramin Arani | For: 39,971,023; Withheld: 5,333,826; Broker non-vote: 25,611,864 |
| 2024 Say-on-Pay (advisory) | For: 44,917,664; Against: 212,218; Abstain: 174,964; Broker non-vote: 25,611,864 |
Governance Assessment
Strengths
- Independence and oversight: Arani is an independent director, sits on and signs the Audit Committee report, and is designated the committee’s financial expert. Attendance met the >75% threshold in FY2025.
- Alignment: Director pay delivered in equity (RSUs) with time-based vesting; no hedging allowed and pledging restricted.
- Shareholder support: Strong 2024 AGM support for his re-election and very high Say-on-Pay approval.
Watch items / potential red flags
- Audit Chair vacancy: Following a director resignation in Oct 2024, the Audit Committee lacks a permanent chair; the company is searching for an additional qualified member. This is a near-term governance risk until resolved.
- Board leadership: CEO also serves as Chair; while common in small caps, it concentrates authority; executive sessions are presided over by a non-management director (Krigsman).
- External affiliations: Prior long tenure at Fidelity (current 6.2% shareholder) and current roles at LionTree and &vest present potential perception risks; no related-party transactions involving Arani are disclosed in the reviewed proxy sections, and Audit oversees related-person transactions.
Compliance and process notes
- Section 16: Company states current officers/directors complied in FY2024–FY2025, except late Form 4s for Krigsman and Solomon; no delinquency noted for Arani.
- Committee independence: All committee members are independent; Arani is not on the Compensation or Nominating Committees.