Robert Ellin
LiveOneAbout Robert Ellin
Robert S. Ellin (age 60) is Chairman and Chief Executive Officer of LiveOne, Inc. (LVO), having served as Chairman since September 2011 and as CEO (previously President) since September 2011; he also served as CFO from April 26, 2012 to September 30, 2013 and his title changed from President to CEO on September 2, 2017. He is Managing Director and Portfolio Manager of Trinad Capital, LVO’s controlling stockholder, and previously founded Atlantis Equities after roles at LF Rothschild and Lombard Securities; he holds a BBA from Pace University . LVO’s pay-versus-performance (PVP) table shows the value of an initial $100 investment based on TSR of $17.48 in FY 2025, $44.93 in FY 2024, and $26.57 in FY 2023, alongside GAAP net losses, indicating challenged shareholder returns during the period . Board leadership is combined (CEO+Chairman) by design due to company size, with committees overseen by independent directors; risk oversight includes compensation plan risk assessments by the Compensation Committee .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LiveOne (LVO) | Chairman; Chief Executive Officer; President; Chief Financial Officer | Chairman/CEO since Sep 2011; President until Sep 1, 2017; CFO Apr 26, 2012–Sep 30, 2013 | Led transformation, financing, and governance; combined CEO/Chair role |
| Mandalay Digital Group (MNDL) | Director; Executive Chairman | Director Feb 2005–Sep 2013; Executive Chairman Dec 2011–Apr 2013 | Turnaround/investment leadership in micro-cap public company |
| S&S Industries | President (following LBO) | 1996–1998 | Operational leadership post-LBO in manufacturing (underwires), partnerships with Bally’s, Maidenform, Sara Lee |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PodcastOne, Inc. (Nasdaq-listed subsidiary) | Executive Chairman; Director | Executive Chairman since Dec 14, 2022; Director since Jul 1, 2020 | Oversight of majority-owned subsidiary; board leadership and governance |
| Cedars-Sinai Hospital (Los Angeles) | Board of Governors | Since Mar 2007 | Community leadership; network and reputation |
Fixed Compensation
| Fiscal Year (ended Mar 31) | Base Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2025 | 500,000 | — | — (pending issuance per 2022 salary in shares) | — | — | 58,584 (car lease $28,945; health/dental/vision $18,801; life/AD&D $300; 401k match $10,538) | 558,584 |
| 2024 | 500,000 | — | — | — | — | 47,032 (car lease $28,945; health/dental/vision $17,967; life/AD&D $120) | 547,032 |
Notes:
- Ellin accepted payment of monthly base salary in LVO common stock for Jan 1, 2022–Dec 31, 2022; as of Mar 31, 2025, the board has not yet determined the number of shares/RSUs to issue. The 2025 SCT excludes $986,560 to be issued later in shares/RSUs subject to board/Compensation Committee determination .
Performance Compensation
- No annual bonus or non-equity incentive compensation was paid to Ellin in FY 2025 or FY 2024; no performance metric details are disclosed for CEO payouts in these years .
Equity Awards and Vesting
| Grant Date | Instrument | Shares | Exercise Price | Vesting Status | Notes |
|---|---|---|---|---|---|
| Sep 7, 2017 | Stock Options (Ellin Options) | 1,166,667 | $4.00 | 666,667 “service options” fully vested and exercisable; 500,000 performance tranche forfeited (conditions not met) | Granted under 2016 Plan; employment salary amended to $500,000 and agreement extended to Sep 7, 2023 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (Ellin + affiliates) | 22,127,649 shares; 22.0% of outstanding (97,128,164 shares) |
| Components disclosed | Direct ownership: 2,089,666 shares ; Trinad Capital: 9,156,608 shares (Ellin controls voting/dispositive power) ; Warrants: 535,399 shares |
| Hedging/Pledging | Hedging and pledging of LVO securities prohibited by policy; “No hedging” and “No pledging without preapproval” disclosed; policy bans margin and pledging entirely |
| Insider Trading Policy | Trading windows, pre-clearance, and 10b5-1 plan provisions with 15-day cooling-off; Section 16 compliance required |
| One-time policy exception (Jan 8, 2024) | Board allowed limited trading during a closed window through Jan 31, 2024; Ellin did not execute trades during the exception period |
| Lock-up/Disposal Restrictions (Agreements with holders) | As part of Feb 3, 2023 exchange and Apr 1, 2024 letter agreements, Ellin agreed to serve as CEO and extend period during which he cannot dispose of LVO equity or cease beneficial ownership until Harvest Funds no longer hold Series A Preferred; Trinad Capital received 200,000 shares and 535,399 three-year warrants at $2.10 |
Employment Terms
| Term | Details |
|---|---|
| Agreement status | Last Ellin employment agreement expired Sep 7, 2023; company anticipates entering a new agreement |
| Historical terms | Sep 7, 2017 agreement: initial 5-year term; base salary $650,000 lowered to $500,000 (Dec 14, 2017 amendment); extended to Sep 7, 2023 via Feb 6, 2023 amendment |
| Severance (Without Cause/Good Reason) | One-time payment of $10,000,000; acceleration of unvested “Other Equity Awards”; service/options remain exercisable up to 12 months (subject to terms); medical coverage continuation up to 12 months; subject to release and cure rights |
| Covenants | Non-competition during employment term; confidentiality; customary reps/warranties and indemnification |
Board Governance
- Combined Chairman and CEO roles held by Ellin; board believes combined structure is effective given size/early stage. Risk oversight by the board, with Compensation Committee overseeing compensation risk; Audit Committee oversees enterprise/financial risks and conflicts; board oversees independence risk .
- Committees are led by independent directors; Nominating Committee currently consists of Messrs. Krigsman and Wright following reconstitution; committees composed entirely of independent directors per governance disclosures .
- Board independence: six of seven directors are independent; one director (Ellin) is Chairman and CEO (not independent) .
Compensation Governance, Clawbacks, and Policies
- Clawback Policy: Adopted effective Dec 1, 2023 to comply with Exchange Act Section 10D and listing standards; mandates recovery of incentive-based compensation from “Covered Executives” following an Accounting Restatement; administered by the Compensation Committee .
- Insider Trading Compliance Policy: Pre-clearance required; blackout periods; prohibition on publicly traded options/derivatives; hedging banned; pledging and margin accounts prohibited; 10b5-1 plans allowed with pre-approval and cooling-off .
- Grant practices: Company generally does not grant stock options; policy avoids grants around material nonpublic information and blackouts (restrictions do not apply to RSUs/PSUs without exercise prices). No option awards to NEOs in FY 2025 .
Performance & Track Record
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | 99,611,000 | 118,440,000 | 114,405,000 |
| EBITDA ($) | 7,141,000* | 554,000* | -1,075,000* |
| TSR – Value of $100 Investment ($) | 26.57 | 44.93 | 17.48 |
| GAAP Net Loss ($000s) | (10,019) | (11,966) | (20,370) |
Values retrieved from S&P Global*.
Related Party Transactions
- Exchange Agreements (Feb 3, 2023) and Letter Agreements (Apr 1, 2024) with Harvest Funds and Trinad Capital converted notes/preferred into common stock, granted warrants (HSCPM: 910,340; HSCP: 389,660; Trinad Capital: 535,399 at $2.10), modified dividend terms, removed repurchase requirement, and included Ellin’s commitments regarding continued CEO service and extended disposal restrictions until Harvest Funds exit Series A Preferred .
Investment Implications
- Alignment: Ellin’s large beneficial stake (22.0%) and disposal restrictions tied to preferred holders’ exit suggest near-term selling pressure is reduced; hedging/pledging bans further align interests with common shareholders .
- Governance risk/benefit: Combined CEO/Chair enhances control and speed of decision-making but raises independence concerns; mitigated by independent committees and majority-independent board composition .
- Pay-for-performance: CEO compensation in FY 2024–2025 was largely fixed cash with limited variable pay; pending stock settlement of 2022 salary increases equity exposure but lacks disclosed performance metrics, diluting strict pay-for-performance alignment .
- Termination/COC economics: The $10 million severance and broad equity acceleration features under “Without Cause/Good Reason” increase termination cost and may reduce the likelihood of leadership change absent significant cause; could impact M&A/change-of-control negotiations .
- Performance trends and trading signals: TSR deterioration in FY 2025 and persistent GAAP net losses highlight execution risk; policies permit 10b5-1 trading but require pre-approval and cooling-off, and a Jan 2024 one-time window exception saw no Ellin trades, reducing signal of opportunistic selling .