James Berk
About James Berk
James Berk (age 66) is an independent director of PodcastOne (PODC), serving on the board since January 23, 2023. He is Chairman and CEO of Goodman Media Partners (since November 2017) and previously served as PODC’s CEO (2015–2017) and as CEO of Participant Media (2006–2015); he holds a BA from California State University, Northridge and an MPA from California Lutheran College . The board has determined he is independent under Nasdaq Rule 5605(a)(2) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Participant Media | Chief Executive Officer | 2006–2015 | Led greenlighting of 67+ films; launched digital and cable channels |
| Gryphon Colleges | Chairman & CEO | 2003–2006 | Acquired and consolidated for-profit colleges |
| Fairfield Communities | President & CEO | 1999–2003 | Led a large vacation ownership company |
| Hard Rock Café International | President & CEO | 1995–1999 | Ran global entertainment/leisure company |
| PodcastOne (PODC) | Chief Executive Officer | 2015–2017 | Led operations/strategy; positioned company for acquisition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Goodman Media Partners | Chairman & CEO | Nov 2017–present | Invests in early-stage media/tech |
| UCLA School of Theater, Film & Television | Executive Board Chair | Since 2015 | Governance/industry engagement |
| USC Rossier School of Education | Board Member | N/D | External academic board role |
| Academies of Recording, Television, and Motion Picture Arts & Sciences | Voting Member | N/D | Industry affiliations |
Board Governance
- Independence: The board determined Berk is independent under Nasdaq 5605(a)(2) .
- Committee assignments: Member, Nominating Committee; not on Audit or Compensation; no chair roles .
- Attendance: All incumbent directors attended >75% of board/committee meetings in FY2025; board met once and also acted by unanimous written consent .
- Board leadership: Executive Chairman Robert S. Ellin; non-management executive sessions are presided over by Jay Krigsman; committee charters available on IR site .
- Term: Directors elected annually; Berk nominated for one-year term to 2026 annual meeting .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual director equity | $90,000 RSUs per independent director; total annual RSU value range $90,000–$130,000 including committee roles | Audit: +$10,000 members, +$15,000 chair; Compensation: +$5,000 members, +$10,000 chair; Nominating: no additional fees; no per-meeting fees . |
| Cash fees | None (for period disclosed) | RSUs used in lieu of cash during the covered periods . |
| 2025 Director compensation (Berk) | Stock awards: $162,154 (grant-date fair value) | Represents equity grants made in FY2025; employee directors receive no additional pay . |
| Grant mechanics | RSU price used: $2.02 (trailing VWAP as determined); vesting date Jan 31, 2025 for grants covering Jan 23, 2023–Sep 30, 2024; anticipated vest Oct 31, 2025 for Oct 1, 2024–Mar 31, 2025 period (if approved) | Each RSU = right to one share or cash value; directors could delay vesting for tax purposes . |
Performance Compensation
| Metric/Instrument | Presence | Details |
|---|---|---|
| Performance metrics (TSR, EBITDA, ESG) | Not disclosed for directors | Director compensation is time-based RSUs; company notes it does not generally grant stock options; equity awards for directors are RSUs without disclosed performance hurdles . |
Other Directorships & Interlocks
- Other current public company boards: None disclosed for Berk in the proxy .
- Compensation committee interlocks: The company discloses no interlocks requiring Item 404 disclosure for compensation committee members; Berk is not on the Compensation Committee .
Expertise & Qualifications
- 25+ years as CEO across media, education, hospitality; expertise in strategy, operations, and M&A .
- Academic/industry governance roles at UCLA/USC and membership in the premier arts academies support sector knowledge .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Record Date/Notes |
|---|---|---|---|
| James Berk | 76,670 | * (less than 1%) | Based on 26,412,297 shares outstanding as of July 14, 2025 . |
Governance Assessment
- Alignment: Director pay currently delivered in stock (RSUs) with no cash retainer, which aligns directors with shareholders but lacks performance-vesting features; Berk’s FY2025 stock grant value was $162,154 .
- Independence and engagement: Berk is independent and served on the Nominating Committee; overall board/committee attendance exceeded 75% for incumbents in FY2025 .
- Structural control risk: LiveOne holds ~71.8% of PODC and its CEO (Robert Ellin) is PODC’s Executive Chairman, concentrating control and potentially limiting minority shareholder influence .
- Policies mitigating risk: No hedging permitted; pledging requires pre-approval; committee charters and code of ethics are in place .
- Related-party exposure: The proxy details related-party transactions primarily with LiveOne (cost sharing, payables/receivables, stock issued for cost-sharing), with no specific Item 404 related-person transaction disclosed for Berk .
RED FLAGS
- Controlling shareholder (LiveOne at ~71.8%) and Executive Chairman dual role may reduce board independence in practice despite formal independence; monitor committee autonomy and governance processes .
- Director equity is time-based RSUs without performance metrics; consider whether forthcoming compensation review introduces cash/equity mix and performance criteria to strengthen pay-for-performance .
Positive Signals
- Independent status, committee service, and attendance exceeding 75% demonstrate governance engagement .
- Equity-only director pay increases “skin-in-the-game,” and anti-hedging plus controlled pledging policies support alignment .