Kit Gray
About Kit Gray
Kit Gray is President and Co‑Founder of PodcastOne (NASDAQ: PODC), serving since October 2012, age 49, with an MBA in finance and marketing from Rollins College’s Crummer Graduate School of Business and prior experience at Katz Media Group (iHeart) across Boston, New York and Los Angeles offices . As Principal Executive Officer, he certifies PODC’s SEC reports and signed the Q2 FY2026 10‑Q CEO certifications . Under his leadership, PODC reported Q2 FY2026 revenue up 22% YoY to $15.2M and adjusted EBITDA up 369% YoY; 1H FY2026 revenue rose 19% to $30.2M and adjusted EBITDA rose 332% to $1.7M, with raised FY2026 guidance to $56‑60M revenue and $4.5‑6.0M adjusted EBITDA .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Katz Media Group (subsidiary of Clear Channel/iHeart) | Sales/Media executive (Boston/NY/LA) | Prior to Oct 2012 | Built commercial/audio sales expertise foundational for scaling PodcastOne’s ad network |
External Roles
- No public company board roles or external directorships for Gray disclosed in the proxy .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | 375,000 | 375,000 |
| Bonus ($) | — (none disclosed) | — (none disclosed) |
| Stock Awards – Grant Date Fair Value ($) | 282,750 | 428,195 |
| Perquisites ($) | 25,730 (health/dental/vision $17,360; life $120; 401k match $8,250) | 27,638 (health/dental/vision $18,713; life $300; 401k match $8,625) |
| Total Compensation ($) | 683,480 | 830,833 |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting/Key Terms |
|---|---|---|---|---|---|
| Annual Performance Bonus | Company ABP (discretionary plan for execs) | Not disclosed | Target 100% of base salary | No bonus reported FY2024/FY2025 | Governed by annual bonus plan; metrics not specified |
| RSUs (2023 Employment Agreement) | Time‑based RSUs (Company 325,000; LiveOne 150,000) | N/A | N/A | Half vested 1/1/2024; remaining vested quarterly through 1/1/2025 | 50% vest on 1/1/2024; remaining in four equal quarterly tranches; CoC: 50% of unvested Company RSUs vest; termination w/o cause or for good reason: 100% acceleration |
| RSUs (2025 Employment Agreement) | Company RSUs 700,000 | N/A | Price gates: $3.50, $5.00, $10.00 (90 consecutive trading days) | One‑third of Company RSUs vests at each price threshold if met | Baseline vest: 25% at 12/1/2025; then 25% each 6 months (6/1/2026, 12/1/2026, 6/1/2027); CoC: 50% of then‑unvested Company RSUs accelerate; termination w/o cause or for good reason: 100% acceleration |
| RSUs (2025 Employment Agreement) | LiveOne RSUs 150,000 | N/A | N/A | Time‑based (same cadence as Company RSUs) | 25% every six months from 12/1/2025 to 6/1/2027; LVO CoC: 50% of then‑unvested LiveOne RSUs accelerate |
Note: PODC does not generally grant stock options; none were granted to NEOs in FY2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 7/14/2025) | 281,546 shares; 1.1% of outstanding (26,412,297 shares) |
| Ownership trend | 216,805 shares as of 7/22/2024; increased to 281,546 by 7/14/2025 |
| Vested vs unvested | Unvested RSUs at 3/31/2025: 25,000 (market value $40,250 at $1.61) vesting 1/16/2026 |
| Upcoming vesting supply | 2025 grant: 700,000 PODC RSUs baseline vesting 25% on 12/1/2025, 6/1/2026, 12/1/2026, 6/1/2027; plus price‑gate acceleration (one‑third at each of $3.50/$5.00/$10.00 if met for 90 days) |
| Options (exercisable/unexercisable) | None disclosed for Gray; company does not generally grant options |
| Pledging/Hedging | Company policy prohibits hedging and requires pre‑approval for pledging; no pledging by Gray disclosed |
| Ownership guidelines | Governance highlights reference restrictive stock ownership guidelines; specific multiples not disclosed |
Employment Terms
| Term | Provision |
|---|---|
| Role/Start | President & Co‑Founder since Oct 2012 |
| Current agreement | Effective 6/1/2025; 2‑year term; base salary $375,000; target bonus 100% of base |
| Equity grants | 700,000 Company RSUs; 150,000 LiveOne RSUs; baseline 25% vesting each six months; Company RSUs also have price‑gate vesting (one‑third at $3.50/$5.00/$10.00 for 90 consecutive trading days) |
| Severance (termination w/o cause or good reason) | Base salary continuation for lesser of 6 months or remaining term; 100% acceleration of unvested PODC equity awards (subject to signed release and confidentiality compliance) |
| Change of Control (single/double trigger) | Single‑trigger partial acceleration: if employed at CoC, 50% of then‑unvested Company RSUs vest; for LiveOne CoC, 50% of then‑unvested LiveOne RSUs vest |
| Non‑compete / non‑solicit / garden leave | Not disclosed in proxy |
| Clawback/forfeiture | 2022 Equity Incentive Plan includes forfeiture provisions and adjustments; formal clawback triggers not detailed |
| Tax gross‑ups | Not disclosed |
Performance & Track Record
- Operating performance: Q2 FY2026 revenue $15.2M (+22% YoY); adjusted EBITDA $1.1M (+369% YoY). 1H FY2026 revenue $30.2M (+19% YoY); adjusted EBITDA $1.7M (+332%) .
- Strategic initiatives: Added 17 new podcasts YTD (totaling 210 shows); maintained Top‑10 Podtrac publisher status for 12 consecutive months (#9); expanded Amazon/Art19 partnership to $20M+ annual run‑rate; scaled Fortune 250 streaming partner to $26M+ annual run‑rate; titles sold to TV/streaming .
- Leadership role: Signed and certified quarterly SEC filings as Principal Executive Officer (CEO certifications under SOX 302/906) .
Risk Indicators & Red Flags
- Going concern and leverage exposure: Company disclosed going concern uncertainty and total liabilities of $7.9M as of 9/30/2025; dependence on revenue growth, financing, and cost reduction . Reliance on key management (incl. Gray) without key‑person insurance; loss of services could materially impact operations .
- Parent company indebtedness: LiveOne debentures are secured by liens on PODC assets; PODC guarantees LiveOne obligations; covenant defaults or maturities could force asset possession or repayments impacting PODC .
- Equity acceleration risk: Single‑trigger CoC acceleration (50% of unvested RSUs) and full acceleration upon termination w/o cause/good reason may reduce retention stickiness around corporate events .
- Filing controls: Proxy notes late Form 4 filings by Gray (June 12, 2024; Feb 24, 2025) as inadvertent delays .
Compensation Structure Analysis
- Shift toward equity: 2025 stock awards increased to $428,195 from $282,750 in 2024, with large 2025 RSU grant (700,000 PODC; 150,000 LiveOne) emphasizing equity‑based pay .
- Performance linkage via stock price: New RSUs feature strict price gates ($3.50/$5.00/$10.00 for 90 days) that directly link vesting to sustained share price performance (TSR proxy) .
- Guaranteed vs at‑risk: No cash bonus disclosed for FY2024/FY2025; at‑risk equity dominates compensation mix .
- Option repricing/modification: Company states no repricing of underwater options without stockholder approval; options are generally not granted (reduces repricing risk) .
Equity Ownership & Insider Selling Pressure
- Near‑term supply: Baseline vesting of 175,000 Company RSUs on 12/1/2025, then semiannual tranches through 6/1/2027; additional supply may accelerate upon meeting price gates, potentially increasing insider selling pressure at threshold events .
- Current unvested balance: 25,000 prior‑plan RSUs vest on 1/16/2026 (legacy grant) .
- Policy mitigants: Insider trading policy (blackout periods; restrictive guidelines) and prohibition on hedging; pledging requires pre‑approval .
Investment Implications
- Alignment: Large, multi‑year RSU grants with stringent price gates align Gray’s upside with sustained share price gains, supporting pay‑for‑performance; lack of cash bonus further tilts toward equity alignment .
- Retention risk: Single‑trigger CoC partial acceleration and full acceleration upon termination w/o cause/good reason reduce post‑transaction retention incentives, creating potential turnover risk around strategic events .
- Trading signals: Watch for 90‑day price gate thresholds ($3.50/$5.00/$10.00); crossing these levels can unlock one‑third of the 700,000 Company RSUs, increasing potential insider supply; semiannual vesting dates (12/1/2025; 6/1/2026; 12/1/2026; 6/1/2027) are key windows for potential sales .
- Governance/credit overhang: LiveOne’s secured debentures and PODC guarantees create structural risk; adverse outcomes could pressure equity and operations; going concern disclosures highlight sensitivity to execution and financing .
- Performance momentum: Strong revenue and adjusted EBITDA growth, expanded partnerships, and Top‑10 industry ranking underscore execution capability under Gray; continued delivery against raised guidance would support vesting via share price performance triggers .