Patrick Wachsberger
About Patrick Wachsberger
Patrick Wachsberger (age 73) has served as an independent director of PodcastOne, Inc. since September 2023. He is the founder and manager of Picture Perfect Entertainment LLC (established 2018) and previously served as Co‑Chairman of Lionsgate’s Motion Picture Group after joining in January 2012 via Lionsgate’s acquisition of Summit Entertainment, which he helped launch in 1993; he is a highly recognized international film executive with industry awards including Chevalier des Arts et des Lettres (2017), CineEurope International Distributor of the Year (2018), and Zurich Film Festival “Game Changer” (2016) . The board has determined he is independent under Nasdaq Rule 5605(a)(2) and applicable SEC rules .
Past Roles
| Organization | Role | Tenure/Start | Committees/Impact |
|---|---|---|---|
| Lionsgate Motion Picture Group | Co‑Chairman | Joined January 2012 | Oversaw global film acquisition, production, distribution; slate generated nearly $10B over five years; built global distribution infrastructure including ~20 output deals and JV in Latin America |
| Summit Entertainment | Co‑founder/launch influence | 1993 (launch) | Provided foundation leading to Lionsgate acquisition; global franchise successes (Hunger Games, John Wick, etc.) cited in board bio |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Picture Perfect Entertainment LLC | Founder & Manager | 2018 | Film and TV production and distribution studio |
Board Governance
- Committee assignments and chair roles (current per FY2025 proxy):
- Compensation Committee: Member; chaired by Jay Krigsman; other members include Ramin Arani .
- Audit Committee: Members Ramin Arani and Jay Krigsman; chair vacancy after Craig Foster’s resignation (not yet appointed) .
- Nominating Committee: Members James Berk, Jay Krigsman; chaired by Ramin Arani .
- Independence: Board determined Wachsberger is independent .
- Attendance and engagement: Board met once in FY2025; all incumbent directors attended >75% of aggregate board and committee meetings; executive sessions of non‑management directors are presided over by Jay Krigsman .
- Governance practices: No hedging and no pledging without preapproval; committee charters published; annual director elections; six of seven directors independent .
Fixed Compensation
| Component | Amount/Structure | Period/Notes |
|---|---|---|
| Fees earned or paid in cash | None (directors compensated via equity RSUs) | FY ended March 31, 2025 |
| Stock awards (grant‑date fair value) | $107,707 | FY ended March 31, 2025 (RSUs; ASC 718 fair value) |
| RSU director compensation framework | Annual $90,000 RSUs to each independent director; plus $5,000 RSUs for Compensation Committee member; +$10,000 RSUs to Compensation Committee chair; plus $10,000 RSUs to Audit Committee member; +$15,000 RSUs to Audit Committee chair; no additional fees for Nominating Committee | Policy described in FY2024 proxy |
| RSU grants to cover prior service | RSUs approved Dec 24, 2024 priced at $2.02 per RSU; covered service from Jan 23, 2023 (or later) to Sep 30, 2024; all RSUs vested Jan 31, 2025 | Directors had option to delay vesting for tax purposes |
Performance Compensation
Director compensation is time‑based RSUs; no performance metrics (e.g., TSR, EBITDA, ESG) disclosed for director pay. The 2022 Equity Incentive Plan permits performance grants, but proxy disclosure for directors references RSUs (time‑based) rather than PSUs/options for director compensation .
| Performance Metric | Used in Director Compensation? | Evidence |
|---|---|---|
| Total Shareholder Return (TSR) | Not disclosed/used for directors | Director compensation table and narrative reference RSUs only |
| Revenue/EBITDA targets | Not disclosed/used for directors | No director performance metrics described |
| ESG goals | Not disclosed/used for directors | No director performance metrics described |
| Options/PSUs | Not part of director pay; RSUs used | FY2024 framework and FY2025 director comp table |
| 2022 Plan performance awards availability | Allowed under plan | Plan summary allows performance grants, options, RSUs, SARs |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | Proxy bio lists industry roles; no other public company directorships disclosed for Wachsberger |
| Private: Picture Perfect Entertainment LLC | Founder & Manager | — | Private company; production/distribution focus |
Related‑party exposure: During FY2024 and FY2023, PODC entered a production agreement for a podcast/show with an affiliate of Mr. Wachsberger (director and a director of LiveOne). This is a potential conflict requiring ongoing Audit Committee oversight .
Expertise & Qualifications
- 30‑year motion picture industry leadership; global distribution build‑out; franchises and award‑winning films; recognized with prestigious industry honors .
- Skills bring acquisition, production, growth, and global distribution expertise to the board; board concluded he is well‑qualified .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Record Date |
|---|---|---|---|
| Patrick Wachsberger | 49,864 | <1% (table shows “—”) | July 14, 2025 |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post‑Txn Ownership | SEC Filing |
|---|---|---|---|---|---|---|---|
| 2025‑01‑06 | 2025‑01‑02 | A (Award) | Restricted Stock Units | 49,864 | $0.00 | 49,864 | https://www.sec.gov/Archives/edgar/data/1940177/000121390025001352/0001213900-25-001352-index.htm |
| 2025‑02‑25 | 2025‑02‑21 | M (Exempt conversion) | RSUs (disposition) | 49,864 | $0.00 | 0 (RSUs) | https://www.sec.gov/Archives/edgar/data/1940177/000121390025017195/0001213900-25-017195-index.htm |
| 2025‑02‑25 | 2025‑02‑21 | M (Exempt) | Common Stock (acquisition) | 49,864 | $0.00 | 49,864 | https://www.sec.gov/Archives/edgar/data/1940177/000121390025017195/0001213900-25-017195-index.htm |
| 2025‑01‑06 | 2023‑09‑08 | Form 3 | Initial director filing | — | — | — | https://www.sec.gov/Archives/edgar/data/1940177/000121390025001347/0001213900-25-001347-index.htm |
Governance Assessment
- Board effectiveness and independence: Wachsberger is independent and contributes deep media and distribution expertise; Compensation, Nominating, and Audit committees comprise independent directors, with clear charters and published governance documents .
- Attendance and engagement: All directors met the >75% attendance threshold; however, the board met once in FY2025 and the Compensation and Nominating Committees acted solely by unanimous written consent, which may limit real‑time dialogue versus formal meetings .
- Pay alignment: Director compensation is solely equity via RSUs (no cash fees), enhancing alignment; Wachsberger was granted 49,864 RSUs that vested around early 2025 and converted to common shares, consistent with the director compensation framework and vesting mechanics described in the proxy (framework) (vesting timing) [link above to SEC forms].
- RED FLAGS:
- Related‑party transaction: Production agreement with an affiliate of Wachsberger poses a conflict risk; continued Audit Committee oversight and transparent disclosure are critical .
- Audit chair vacancy: Audit Committee chair remained vacant after Foster’s resignation; timely appointment of a qualified chair is important for financial oversight .
- Overall signal: Equity‑only director compensation and independence status support investor alignment, but the related‑party agreement and limited in‑person committee meetings warrant monitoring from a governance risk perspective .