Jay Krigsman
About Jay Krigsman
Independent director (since September 2023) with deep real estate and asset management experience. Age 60, BA in Business Administration from the University of Maryland; Executive Vice President & Asset Manager at The Krausz Companies since 1992, previously senior leasing lead at Birtcher Development Co.; holds CCIM and Sr. Certified Leasing Specialist designations and a California Real Estate Broker’s License . Currently presides over executive sessions of non-management directors, functioning as de facto Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Krausz Companies | EVP & Asset Manager | Since 1992 | Oversees property acquisitions, property management, and strategic leasing programs |
| Birtcher Development Co. | Senior Leasing Responsibilities | Prior to 1992 | Senior leasing lead |
External Roles
| Organization | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| Trinad Capital (principal stockholder of PODC) | Director | Current | Board seat at principal stockholder creates potential related-party awareness; PODC identifies Trinad as a principal stockholder . |
Board Governance
- Committee assignments: Audit Committee (member), Nominating Committee (member), Compensation Committee (Chair) .
- Independence: Board determined Compensation and Nominating Committee members (incl. Krigsman) are independent under Nasdaq Rule 5605(a)(2); Audit Committee members (incl. Krigsman) are independent under Nasdaq 5605(a)(2) and Exchange Act Rule 10A-3; all Audit members financially literate (Arani is the “financial expert”) .
- Attendance and engagement: Board met once in FY2025; all incumbent directors attended >75% of aggregate board and committee meetings; Krigsman designated to preside over executive sessions of non-management directors .
| Committee | Role | Independence/Expertise | FY2025 Activity |
|---|---|---|---|
| Compensation | Chair | Independent (Nasdaq 5605(a)(2)) | Acted by unanimous written consent in FY2025; oversees exec and director pay, agreements, consultants |
| Audit | Member | Independent (Nasdaq 5605(a)(2), Rule 10A-3); financially literate | Met 5 times; oversees financial reporting, controls, and related-person transactions |
| Nominating | Member | Independent (Nasdaq 5605(a)(2)) | Acted by unanimous written consent; oversees director recruitment and board performance |
Fixed Compensation
| Fiscal Year | Cash Retainer ($) | Committee Fees ($) | Meeting Fees ($) | Notes |
|---|---|---|---|---|
| FY2025 (year ended Mar 31, 2025) | — | Not disclosed | Not disclosed | Independent directors were compensated with RSUs in lieu of cash for service through Sep 30, 2024; additional RSUs anticipated for Oct 1, 2024–Mar 31, 2025 . |
Performance Compensation
PODC compensates non-employee directors primarily with time-based RSUs; no performance metrics disclosed for director equity awards .
| Award Type | Grant Date(s) | Grant-Date Fair Value ($) | Valuation Basis | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (director service Jan 23, 2023–Sep 30, 2024) | Dec 24, 2024 | 130,382 (Krigsman) | Price per RSU $2.02 (VWAP-based) | All RSUs vested Jan 31, 2025; directors could elect delayed vesting for tax purposes | None disclosed (time-based RSUs) |
| RSUs (anticipated for Oct 1, 2024–Mar 31, 2025) | To be determined | Not disclosed | Not disclosed | Anticipated vest date ~Oct 31, 2025, subject to continued service | None disclosed |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Conflict Considerations |
|---|---|---|---|
| Trinad Capital | Private investment firm | Director | Principal stockholder status; oversight of related-person transactions sits with Audit Committee . |
| LiveOne (majority owner of PODC) | Public (Nasdaq: LVO) | Not disclosed | Majority ownership (71.8%) may create structural influence; no directorship by Krigsman disclosed in proxy . |
Expertise & Qualifications
- Real estate and asset management expertise; CCIM and Sr. Certified Leasing Specialist designations; California Real Estate Broker’s License .
- Financial literacy for Audit Committee service; Compensation Committee leadership experience .
- Governance leadership: designated to preside over executive sessions of non-management directors .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Ownership Notes |
|---|---|---|---|
| Jay Krigsman | 104,660 | <1% | Securities held directly and by the Krigsman Family Trust; Krigsman, as trustee, has shared voting/dispositive power; disclaims beneficial ownership except pecuniary interest . |
| Shares Outstanding (Record Date: Jul 14, 2025) | 26,412,297 | — | Basis for ownership percentages . |
Related-Party Exposure
- Majority owner LiveOne: PODC had related party payables of $0.5 million and receivables of $0.4 million as of Sep 30, 2025; issued shares to settle amounts owed under a cost-sharing agreement (584,418 shares fair value $1.0 million in 1H FY2026; 424,000 shares fair value $0.9 million in 1H FY2025) .
- Audit Committee reviews and approves related-person transactions .
| Item | Amount/Detail | Period |
|---|---|---|
| Related party payable to LiveOne | $0.5 million | Sep 30, 2025 (and Mar 31, 2025) |
| Related party receivable from LiveOne | $0.4 million | Sep 30, 2025 (and Mar 31, 2025) |
| Shares issued to offset cost-sharing amounts | 584,418 shares ($1.0m fair value) | Six months ended Sep 30, 2025 |
| Shares issued to offset cost-sharing amounts | 424,000 shares ($0.9m fair value) | Six months ended Sep 30, 2024 |
Governance Assessment
- Strengths: Independent status across key committees; chairs Compensation Committee; financially literate; presides over executive sessions—enhances board independence and oversight . Attendance >75% of board/committee meetings, indicating engagement .
- Alignment: Director pay delivered via equity (RSUs) with no cash retainer in FY2025, supporting shareholder alignment; beneficial ownership present albeit <1% .
- Risks/RED FLAGS:
- Structural control: LiveOne owns 71.8%; persistent related-party transactions (payables/receivables, share settlements) elevate conflict risk—mitigated by Audit Committee oversight but remains a governance consideration .
- Interlock: Board seat at Trinad Capital (principal stockholder) creates potential perceived conflict; however, Compensation Committee interlocks/insider participation report notes no relationships requiring Item 404 disclosure for committee members .
- Process signals: Compensation and Nominating Committees acted by unanimous written consent in FY2025, suggesting efficient but potentially limited deliberative record; Audit Committee met five times, positive for financial oversight .
Overall: Krigsman’s independent committee leadership, executive-session role, and equity-only director compensation support investor confidence. The primary governance watchpoint is majority-owner influence and ongoing related-party transactions; continued robust Audit Committee review and transparent disclosure are essential risk mitigants .