Jon Merriman
About Jon Merriman
Jon Merriman (age 65) has served as an independent director of PodcastOne, Inc. (PODC) since May 2024. He brings 35+ years across investment banking, brokerage, and trading, with deep experience in corporate turnarounds and capital markets; he is currently Head of Equities at Texas Capital Securities . The board has determined him to be independent under Nasdaq Rule 5605(a)(2) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Texas Capital Securities | Head of Equities | Current | Leads equities across multiple industry groups, investor coverage |
| B. Riley Financial | Chief Business Officer | Apr 2019–prior to Texas Capital | Corporate development and revenue growth across diversified financial ops |
| B. Riley Securities | Senior Managing Director, Investment Banking | Sep 2016–Apr 2019 | IB leadership |
| Merriman Holdings, Inc. | Co-Chairman & CEO | Dec 2001–Sep 2016 | Led restructuring and growth; public company leadership |
| Wells Fargo Securities / First Security Van Kasper | MD & Head of Equities; FSVK Board | Prior to 2001 | Equities leadership; board service at FSVK |
| RateXchange Corporation | Director; later Chairman & CEO | Early 2000s (appointed after WFS financing) | Led restructuring to Merriman Curhan Ford/Merriman Capital |
External Roles
| Organization | Role | Status |
|---|---|---|
| Texas Capital Securities | Head of Equities | Current |
Board Governance
- Independence: Independent director (Nasdaq Rule 5605(a)(2)) .
- Committee assignments: Not currently a member of Audit, Nominating, or Compensation committees .
- Attendance: In FY ended March 31, 2025, the board met once in person/teleconference; all incumbent directors (including Merriman) attended >75% of aggregate board and committee meetings .
- Executive sessions: Non-management executive sessions are presided over by Director Jay Krigsman .
- Board size and independence: 7 directors; 6 are independent .
| Committee | Membership | Chair Role |
|---|---|---|
| Audit | No | — |
| Nominating | No | — |
| Compensation | No | — |
Fixed Compensation
- Structure: Independent directors receive annual RSU grants; base of $90,000 in RSUs, plus RSUs for committee service ($10,000 Audit member; +$15,000 Audit chair; $5,000 Compensation member; +$10,000 Compensation chair). No cash fees or per-meeting fees currently; Nominating Committee has no additional compensation .
- FY2025: Merriman received $34,804 in stock awards (RSUs); no cash or option awards disclosed . These RSUs were part of grants approved December 24, 2024 for service through September 30, 2024, priced at $2.02 per RSU, vesting January 31, 2025 (directors could defer vesting for tax purposes) .
| FY | Fees Earned (Cash) | Stock Awards ($) | Option Awards | Total ($) |
|---|---|---|---|---|
| 2025 | — | $34,804 | — | $34,804 |
Performance Compensation
- No performance-based metrics are disclosed for director compensation; RSU awards are time-based for directors, and the company generally does not grant stock options as part of equity programs .
- Policy safeguards: No repricing of underwater options without stockholder approval; no hedging; no pledging without preapproval .
| Component | Metric | Target/Definition | Outcome |
|---|---|---|---|
| Director RSUs | None disclosed | Time-based vesting | RSUs vested Jan 31, 2025 (for period through Sept 30, 2024) |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Merriman .
- Prior boards: RateXchange Corporation (director; later chairman & CEO) ; First Security Van Kasper (board) .
- Compensation committee interlocks: None; no relationships requiring Item 404 disclosure for committee members .
| Company | Role | Status |
|---|---|---|
| RateXchange Corporation | Director; later Chairman & CEO | Prior |
| First Security Van Kasper | Board Member | Prior |
Expertise & Qualifications
- Capital markets, investment banking, corporate restructurings, and cross-sector growth (healthcare, technology, consumer) .
- Board concluded he is well-qualified based on extensive leadership and governance experience .
Equity Ownership
- Beneficial ownership: 437,231 shares (1.7% of outstanding), comprised of 216,452 directly, 215,579 via the D. Jonathan and Odile Merriman Family Trust, and 5,200 in a custodial account for his son; disclaims beneficial ownership of trust and custodial shares except for pecuniary interest .
- Ownership guidelines: Not disclosed for directors; company notes restrictive stock ownership and insider trading guidelines .
| Holder | Shares | % Outstanding | Notes |
|---|---|---|---|
| Jon Merriman (direct) | 216,452 | — | Direct ownership |
| Merriman Family Trust | 215,579 | — | Shared voting/dispositive; disclaimer of beneficial ownership except pecuniary interest |
| Custodial Account (UTMA) | 5,200 | — | Custodian; disclaimer except pecuniary interest |
| Total | 437,231 | 1.7% | Computed as of 26,412,297 shares outstanding |
Insider Trades
- Section 16 compliance: A Form 4 for Merriman filed March 13, 2025 was inadvertently filed late (company-wide disclosure of late filings) .
| Date | Filing | Note |
|---|---|---|
| Mar 13, 2025 | Form 4 | Inadvertently filed late |
Governance Assessment
- Alignment: Merriman’s 1.7% beneficial ownership provides meaningful alignment for a micro-cap issuer; director comp is equity-heavy (RSUs) which supports pay-for-performance alignment at the board level .
- Independence and oversight: He is independent and not on any committee; committee independence is strong across Audit, Compensation, and Nominating; executive sessions led by an independent director (Krigsman) .
- Engagement: Attendance exceeded 75% in FY2025; board and committee activity included multiple actions by unanimous written consent .
- Conflicts/related-party: No related-party transactions disclosed involving Merriman; compensation committee interlocks absent; company prohibits hedging and pledging without preapproval .
- RED FLAGS: Minor compliance lapse (late Form 4) noted for transparency; no pledging disclosed; no option repricing; no personal related-party transactions identified for Merriman .