Ryan Carhart
Chief Financial Officer, Executive Vice President, Corporate Secretary and Treasurer at 
LiveOne
LiveOneExecutive
About Ryan Carhart
Ryan Carhart (age 45) is Chief Financial Officer, Executive Vice President, Corporate Secretary and Treasurer of LiveOne (LVO) and PodcastOne since February 2025, after serving as Vice President and Controller from September 2023 to April 2025; he is a CPA with an MSA/MBA from Northeastern University and a PhD from Claremont Graduate University, and prior experience at PwC, MNTN, AUDIENCEX, and Vado Corp . Company performance context: Pay-Versus-Performance shows TSR value of an initial $100 investment of $26.57 (FY2023), $44.93 (FY2024), and $17.48 (FY2025), with GAAP net loss of $10,019k (FY2023), $11,966k (FY2024), and $20,370k (FY2025) . In Q1 FY2026 under his CFO tenure, revenue was $19.2 million vs $33.1 million prior-year, and Adjusted EBITDA was ($1.8) million vs $2.9 million prior-year .
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| TSR – $100 initial investment ($) | 26.57 | 44.93 | 17.48 |
| GAAP Net Loss ($000s) | (10,019) | (11,966) | (20,370) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LiveOne & PodcastOne | CFO, EVP, Corporate Secretary & Treasurer | Feb 2025–present | Finance leadership across LVO and PODC; public filings and capital markets execution |
| LiveOne & PodcastOne | VP & Controller | Sep 2023–Apr 2025 | Oversaw financial reporting and public company compliance |
| AUDIENCEX | Chief Financial Officer | Prior to Sep 2023 (dates not specified) | Led operations, strategy, and finance for AI-powered ad partner |
| Vado Corp | Principal Financial Officer & Principal Accounting Officer | Since May 2019 | Guided AUDIENCEX acquisition by Vado; oversaw operations and strategy |
| MNTN | Senior Director of Finance & Controller | Prior (dates not specified) | Built advertising software financial controls and reporting |
| PwC | Auditor (Tech & Communications specialization) | Prior (dates not specified) | Assurance experience in tech/media sectors |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| PodcastOne (NASDAQ: PODC) | CFO | Feb 2025–present | Concurrent CFO role; signed PODC 8-K |
| Vado Corp | PFO/PAO | Since May 2019 | Public company officer role |
| Public/Non-profit Boards | — | — | No public company directorships disclosed |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | 108,333 | 200,000 |
| Target Bonus (%) | 35% of base | 35% of base |
| Actual Bonus Paid ($) | — | — |
| All Other Compensation ($) | 11,370 | 17,560 |
Perquisite details (FY2025 and FY2024):
- FY2025: Health/dental/vision $12,260; Life/AD&D $300; 401k match $5,000 .
- FY2024: Health/dental/vision $10,042; Life/AD&D $78; 401k match $1,250 .
Performance Compensation
Annual Bonus Plan
| Element | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Performance Metrics | Discretionary objectives set by management | Discretionary objectives set by management | No specific metrics/weightings disclosed |
| Target | 35% of base salary | 35% of base salary | Determined by Board/Comp Committee |
| Actual Payout ($) | — | — | No bonus in SCT |
Equity Awards (Time-Based RSUs)
| Award | Company | Grant Context | Shares | Grant-Date Fair Value ($) | Vesting | Change-of-Control Terms |
|---|---|---|---|---|---|---|
| RSUs | LiveOne (LVO) | Employment offer effective Sep 18, 2023 | 150,000 | 88,231 (SCT FY2025 stock awards) | 33.3% vested Sep 18, 2024; 33.3% on Sep 18, 2025; 33.3% on Sep 18, 2026 | 50% of then-unvested RSUs vest immediately prior to CoC if employed through event |
| RSUs | PodcastOne (PODC) | Employment offer effective Sep 18, 2023 | 30,000 | Not included in LVO SCT | Same schedule: 33.3% on 9/18/2024, 9/18/2025, 9/18/2026 | 50% of then-unvested PODC RSUs vest immediately prior to CoC if employed through event |
Vesting specifics and outstanding at FY2025 year-end:
- Unvested LVO RSUs: 100,000 with market value $69,900 (based on $0.699 close on Mar 31, 2025); vest 50,000 on Sep 18, 2025 and 50,000 on Sep 18, 2026 .
- Unvested PODC RSUs: 20,000; same vest dates as above .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 80,041 |
| % of Shares Outstanding | <1% (“*” per proxy) |
| Shares Outstanding (Record Date basis) | 97,128,164 |
| Vested vs Unvested RSUs (LVO) | Unvested 100,000 (market value $69,900 at $0.699) |
| Unvested RSUs (PODC) | 20,000 |
| Options (exercisable/unexercisable) | None disclosed for Carhart |
| Pledging/Hedging | Company policy prohibits hedging; pledging requires preapproval |
| Ownership Guidelines | “Restrictive stock ownership and insider trading guidelines” (no numeric multiple disclosed) |
| Compliance Status | Not disclosed |
Note: Beneficial ownership excludes 50,000 LVO RSUs that would not vest as of September 12, 2025 under SEC 60-day rules as described in proxy footnotes .
Employment Terms
| Term | Details |
|---|---|
| Employment Offer Letter | Dated Aug 29, 2023; effective Sep 18, 2023 |
| Base Salary | $200,000 |
| Bonus Eligibility | Annual discretionary bonus; target 35% of base; objectives set by management; Board/Comp Committee discretion |
| Equity Grants | 150,000 LVO RSUs (2016 Plan); 30,000 PODC RSUs (2022 Plan) |
| Vesting Schedule | 33.3% on 9/18/2024; 33.3% on 9/18/2025; 33.3% on 9/18/2026 (employment & good standing required) |
| Change-of-Control | If employed through CoC date, 50% of then-unvested RSUs vest immediately prior to event |
| Severance (No Cause) | Accrued obligations + continuation of base salary for 2 months; subject to release and confidentiality compliance |
| Clawback | Not specifically disclosed for individual awards; Code of Ethics and Insider Trading Policy referenced |
| Non-Compete/Non-Solicit | Not disclosed in proxy for Carhart beyond confidentiality reference |
| Insider Trading Policy | Prohibits hedging; pledging requires preapproval; option grant timing safeguards; policy filed with 10-K |
Investment Implications
- Pay mix and alignment: Compensation is modest cash (base $200k) with time-based RSUs that vest through Sept 2026, creating retention incentives tied to vest dates; CoC provides single-trigger acceleration of 50% of unvested RSUs, which could bring forward equity overhang around a transaction .
- Selling pressure windows: Next LVO RSU vest tranches occur on Sep 18, 2025 and Sep 18, 2026; Insider Trading Policy restricts hedging and limits pledging, but RSU settlements may create natural liquidity events; policy requires preapproval for pledging .
- Ownership “skin in the game”: Beneficial ownership is 80,041 shares (<1%), with significant unvested RSUs outstanding; no pledged shares disclosed; numeric ownership guideline thresholds are not specified, limiting assessment of guideline compliance .
- Severance and retention risk: Severance for termination without cause is limited to two months base salary, suggesting retention relies primarily on equity vesting rather than guaranteed cash protection; CoC acceleration is contingent on continued employment through event .
- Execution context: Under his CFO tenure, Q1 FY2026 showed revenue down year-over-year and negative Adjusted EBITDA, while broader PVP data shows FY2025 TSR at $17.48 and increased GAAP net loss, indicating turnaround demands and operational discipline in audio/media segments .