Carolyn Blackwood
About Carolyn Blackwood
Independent director since March 29, 2024; age 57 as of the 2025 proxy record date. Veteran entertainment executive and attorney with 25+ years across operations, legal, production, and P&L oversight. Current role: EVP, Head of Studio at Sphere Studios (since June 2024). Education: J.D., Pepperdine Caruso School of Law; B.A., Fordham University. Board determined she is independent under Nasdaq Rule 5605(a)(2).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warner Bros. Motion Picture Group | Chief Operating Officer | Aug 2019 – Sep 2022 | Oversaw financial management, physical production, operations across theatrical/streaming film divisions |
| New Line Cinema (WB MPG division) | President & Chief Content Officer; prior executive roles | Prior to 2019 (dates not specified) | Studio operations leadership; IP/licensing and M&A experience cited |
| MDP Worldwide | Executive/leadership roles | Not specified | Entertainment legal/production experience |
| Independent entertainment attorney | Attorney | Early career | Complex negotiations: talent agreements, financing |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Sphere Studios | EVP, Head of Studio | Operating role | Immersive content studio for Sphere (since Jun 2024) |
| Academy of Motion Picture Arts and Sciences | Member | Professional body | Industry affiliation |
| Various charitable organizations | Board member | Non-profit | Specific entities not disclosed |
Board Governance
| Topic | Status/Detail |
|---|---|
| Independence | Board determined Ms. Blackwood is independent (Nasdaq 5605(a)(2)) |
| Committees (FY2024) | None (not assigned) |
| Committees (FY2025) | None (not assigned) |
| Committee chairs | None |
| Board attendance FY2025 | All incumbent directors attended >75% of board/committee meetings (FY ended Mar 31, 2025) |
| Board attendance FY2024 | Joined Mar 2024; did not participate in FY2024 meetings (fiscal year ended Mar 31, 2024) |
| Executive sessions | Non-management executive sessions presided by Jay Krigsman (informal designation) |
| Hedging/pledging policy | No hedging; no pledging without preapproval (company-wide policy) |
Fixed Compensation
Company currently compensates non-employee directors primarily via equity; no cash retainer or meeting fees disclosed for the covered period (board intends to review adding cash retainers in FY2026).
| Component | Structure / Amount |
|---|---|
| Annual retainer (cash) | None during covered period |
| Committee membership fees (cash) | None during covered period |
| Committee chair fees (cash) | None during covered period |
| Meeting fees | None |
| Policy direction | Board expects to retain a compensation consultant and may introduce cash elements in FY2026 |
Performance Compensation
Directors receive time-based RSUs; no disclosed performance-based metrics or options for directors.
| Instrument | Grant basis | Vesting | Performance metrics |
|---|---|---|---|
| RSUs | Annual equity for independent directors; additional RSUs for committee roles (if any) | Grant covering Jan 23, 2023–Sep 30, 2024 vested Jan 31, 2025; future grants anticipated | None disclosed for directors; grants were time-based |
Director Compensation (Blackwood)
| Fiscal Year | Fees Earned (Cash) | Stock Awards ($) | Notes |
|---|---|---|---|
| FY2024 (year ended Mar 31, 2024) | $0 | $0 | Board had not yet awarded director comp for the period; anticipated to award in FY2025 |
| FY2025 (year ended Mar 31, 2025) | $0 | $48,778 | RSUs approved Dec 24, 2024 for service through Sep 30, 2024; price per RSU reference $2.02; vested Jan 31, 2025 |
Compensation policy baseline: $90,000 in RSUs annually per independent director; +$10,000 RSUs per Audit Committee member (+$15,000 chair) and +$5,000 RSUs per Compensation Committee member (+$10,000 chair); no additional for Nominating Committee.
Other Directorships & Interlocks
| Company | Role | Committee roles | Notes |
|---|---|---|---|
| None disclosed (public companies) | — | — | No other public company directorships disclosed in PODC filings |
Interlocks/conflicts: No related-party transactions involving Ms. Blackwood were disclosed; the appointing 8‑K states no Item 404(a) transactions and no arrangements/understandings for her election.
Equity Ownership
| As of Record Date | Shares Beneficially Owned | % of Class |
|---|---|---|
| July 14, 2025 | 22,582 | — (less than 1%) |
| Source: PODC 2025 proxy beneficial ownership table (26,412,297 shares outstanding as of record date). |
Company-level alignment policies: No hedging; pledging restricted without preapproval. No specific director ownership multiple disclosed.
Shareholder Voting Signals
| Meeting | Proposal | For | Withheld/Against | Broker Non-Vote | Outcome |
|---|---|---|---|---|---|
| Sep 12, 2024 | Elect Carolyn Blackwood | 18,794,406 | 11,213 | 2,838,268 | Elected |
| Sep 8, 2025 | Re-elect Carolyn Blackwood | 21,332,712 | 20,281 | 2,244,801 | Elected |
Note: No say-on-pay proposal was presented at these annual meetings; auditor ratification also approved by large margins.
Expertise & Qualifications
- Studio operations, large-scale production budgeting (~$2B annual budget oversight) and franchise management, IP/licensing, and governance/M&A experience.
- Legal background in complex entertainment transactions.
Related-Party/Conflict Context (Company)
- LiveOne is controlling stockholder; multiple directors/officers serve at both LiveOne and PODC, creating inherent conflict risks. Policies and risk factors disclose potential conflicts and related‑party transactions (e.g., cost sharing, guarantees). No disclosures implicate Ms. Blackwood personally.
Insider Trades and Section 16 Compliance
- The 2025 proxy notes certain late Form 4 filings for other insiders (Gray, Merriman, Ellin); no such note for Ms. Blackwood.
- Appointment 8‑K confirms no related-person transactions requiring disclosure for Ms. Blackwood.
Governance Assessment
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Strengths
- Independent status; no disclosed related‑party transactions; strong shareholder support in 2024 and 2025 elections (99.9%+ of votes cast for her).
- Deep operating and legal expertise in media enhances board diversity and strategic capability (content monetization, IP, production discipline).
- Director pay currently equity-heavy, aligning with shareholder outcomes; no hedging and limited pledging permitted.
-
Watch items / risks
- Not assigned to audit/compensation/nominating committees yet; limits direct influence over key governance levers in the near term.
- Company’s “controlled company” risks and LiveOne-related transactions persist (not tied to Blackwood personally but relevant to board effectiveness and perceived independence).
- Compensation framework under review; adding cash retainers could change pay mix—monitor equity vs. cash signals and any committee fee changes.
-
Attendance/engagement
- FY2025 attendance >75% across board/committee meetings for incumbents; FY2024 non-participation reflects late FY appointment timing.
-
Bottom line
- No red flags specific to Ms. Blackwood; profile supports content/IP strategy and governance breadth. Primary governance risks stem from issuer-level control/related-party environment rather than director-specific conflicts.