Ramin Arani
About Ramin Arani
Independent director since September 2023; age 55. BA in International Relations from Tufts University; recognized by Institutional Investor’s “Best of the Buyside” in 1994, 1996, 1998. Former Fidelity portfolio manager (Puritan Fund, Trend Fund), CFO of Vice Media Group; currently Advisor at LionTree and Partner at &vest Capital. Board has determined Arani is independent and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vice Media Group | Chief Financial Officer | Nov 2019 – Dec 2021 | Senior finance leadership; media-sector operating experience |
| Fidelity Management & Research Co. | Portfolio Manager – Puritan Fund | Feb 2008 – Sep 2018 | Top 5% performance vs Lipper/Morningstar peers; Fund 5-star & Silver by Morningstar under his management |
| Fidelity Management & Research Co. | Fund Manager – Trend Fund | ~7 years (prior to 2008) | Long-only growth; broad consumer/tech exposure |
| Fidelity Management & Research Co. | Research Analyst | 1992 – 2000 | Covered Aerospace & Defense, REITs, Retail, Pharma |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Brunello Cucinelli SpA (Milan-listed) | Director | Current | Luxury fashion board exposure |
| FAST Acquisition Corp II (NYSE) | Director | Current | SPAC governance experience |
| LionTree LLC | Advisor | Since Apr 2023 | Strategic advisory in media/tech banking |
| &vest Capital | Partner | Since Feb 2022 | Investment role; capital markets expertise |
Board Governance
- Committee assignments: Audit (member), Nominating (Chair), Compensation (member). Arani qualifies as an “audit committee financial expert.”
- Independence: Board determined Arani is independent under Nasdaq Rule 5605(a)(2) and SEC rules.
- Attendance: In FY2025, the board met once; all incumbent directors attended >75% of board/committee meetings. Audit Committee met 5 times. Nominating and Compensation Committees acted by unanimous written consent.
- Executive sessions: Board designated Jay Krigsman to preside over non‑management director executive sessions.
Fixed Compensation
- Director compensation policy (non-employee directors): equity-only RSUs; no per-meeting fees.
- Annual RSU retainer: $90,000 per independent director
- Audit Committee member: +$10,000 RSUs; Audit Chair: +$15,000 RSUs
- Compensation Committee member: +$5,000 RSUs; Compensation Chair: +$10,000 RSUs
- Nominating Committee: no additional fees
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual director retainer (RSUs) | $90,000 | Calculated at grant-date FMV |
| Audit Committee member (RSUs) | $10,000 | Additional equity for members |
| Audit Committee chair (RSUs) | $15,000 | Additional equity for chair |
| Compensation Committee member (RSUs) | $5,000 | Additional equity for members |
| Compensation Committee chair (RSUs) | $10,000 | Additional equity for chair |
| Nominating Committee member/chair | $0 | No additional compensation |
- FY2025 actual for Arani (fiscal year ended March 31, 2025): Stock awards $119,045; no cash fees; no option awards; no meeting fees.
| Name | Cash Fees ($) | Stock Awards ($) | Options ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| Ramin Arani | — | 119,045 | — | — | 119,045 |
- Compensation timing and pricing: On Dec 24, 2024, the Compensation Committee approved RSU grants for service through Sep 30, 2024, at $2.02 per RSU; these vested Jan 31, 2025. Arani’s grant-date fair value attributable to that period was $112,277.
Performance Compensation
- Structure: Director compensation is time-based RSUs; no disclosed performance metrics (e.g., revenue/EBITDA/TSR) tied to director awards.
- Upcoming review: Board anticipates engaging a compensation consultant in FY2026 to benchmark director pay and consider cash components; directors may elect to receive cash in stock, subject to board approval.
| Equity Award | Grant Decision Date | Instrument | Grant Pricing | Vesting Date | Value/Units |
|---|---|---|---|---|---|
| FY2023–Q2 FY2025 service RSUs | Dec 24, 2024 | RSUs | $2.02 per RSU | Jan 31, 2025 | $112,277 fair value (Arani portion) |
| Anticipated RSUs (Oct 1, 2024–Mar 31, 2025) | To be awarded | RSUs | To be determined | Anticipated Oct 31, 2025 (vesting date to be set) | Not disclosed |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Consideration |
|---|---|---|
| FMR LLC (Fidelity) | >5% stockholder of PODC (historical disclosure) | Arani’s prior employment at FMR Co noted; board assessed independence; monitor informational ties |
| LiveOne, Inc. | Controlling stockholder | Audit Committee reviews related‑person transactions; independence oversight in place |
Expertise & Qualifications
- Capital markets/investment: 25+ years; multi-sector coverage; fund management track record (Puritan Fund top 5% performance; Morningstar 5-star/Silver).
- Operating finance: CFO experience at Vice Media Group.
- Audit literacy: Designated audit committee financial expert.
- Board selection: Nominating Chair; actively involved in board composition and effectiveness.
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Ramin Arani | 55,113 | Listed in FY2025 beneficial ownership table (Record Date Jul 14, 2025) |
- Insider trades: On Jan 2, 2025 (filed Jan 6, 2025), Arani reported an RSU award of 55,113 units; post-transaction ownership 55,113; instrument “Restricted Stock Units.”
- Hedging/pledging: Company prohibits hedging; pledging requires pre-approval under policy (mitigates alignment risks).
Governance Assessment
- Board effectiveness: Arani adds material capital markets and operating finance depth; serves as Nominating Committee Chair and Audit Committee member, anchoring board composition and financial oversight.
- Independence and conflicts: Board explicitly determined Arani’s independence; while FMR LLC is a significant shareholder historically and Arani previously worked at FMR Co, independence was reviewed; Audit Committee oversees related‑party transactions and code of ethics.
- Attendance and engagement: Audit Committee met 5 times in FY2025; board reported >75% attendance among incumbents; Arani signed the Audit Committee report, indicating active engagement.
- Compensation alignment: Director pay is equity-only RSUs with time-based vesting; no cash or meeting fees; reinforces alignment but lacks explicit performance metrics for directors. Forthcoming compensation review may introduce cash components—monitor for shifts in at‑risk equity mix.
- Risk indicators: No hedging permitted; pledging restricted; no related-party transactions disclosed specific to Arani; Audit Committee financial expert designation strengthens oversight.
- Red flags: None specific to Arani identified; watch areas include LiveOne control relationships and any evolving ties with significant shareholders.
Appendices
Committee Assignments (FY2025)
| Committee | Role | Independent | Financial Expert | FY2025 Activity |
|---|---|---|---|---|
| Audit | Member | Yes | Yes (Arani) | 5 meetings |
| Nominating | Chair | Yes | n/a | Acted by unanimous written consent |
| Compensation | Member | Yes | n/a | Acted by unanimous written consent |
Insider Transactions – Form 4
| Transaction Date | Filing Date | Type | Security | Units | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025-01-02 | 2025-01-06 | Award (A) | Restricted Stock Units | 55,113 | 55,113 | https://www.sec.gov/Archives/edgar/data/1940177/000121390025001353/0001213900-25-001353-index.htm |
Director Compensation Policy Elements
| Element | Detail |
|---|---|
| Equity-only compensation | Annual RSU grants; no per-meeting fees |
| Annual RSU retainer | $90,000 per independent director |
| Audit Committee fees | $10,000 RSUs (member); $15,000 RSUs (chair) |
| Compensation Committee fees | $5,000 RSUs (member); $10,000 RSUs (chair) |
| Nominating Committee fees | No additional compensation |
| Compensation review | Planned FY2026 with external consultant; potential addition of cash components |
Summary: Arani’s profile blends institutional investment acumen and operating CFO experience with formal audit expertise. His equity-only director compensation and strong committee engagement support alignment and governance quality; continued oversight of potential informational interlocks and LiveOne control dynamics remains prudent for investor confidence.