Robert Ellin

About Robert Ellin

Robert S. Ellin (age 60) serves as Executive Chairman of PodcastOne, Inc. (PODC), having been a director since July 1, 2020 and Executive Chairman since December 14, 2022; he is also CEO and Chairman of LiveOne, Inc., the controlling stockholder of PODC . Ellin holds a BBA from Pace University and has 20+ years in investment/turnaround roles including Managing Director of Trinad Capital, founder/President of Atlantis Equities, and past executive chair/director roles at Mandalay Digital Group . Company performance context: PODC revenues grew from $34.6M (FY2023) to $52.1M (FY2025), net loss improved from -$14.7M to -$6.5M, while EBITDA remained negative; see table below for pay-for-performance framing (values from S&P Global)*.

Past Roles

External Roles

Fixed Compensation

• No separate director compensation is paid to Ellin as Executive Chairman; only non-employee directors receive director RSUs . The 2025 Director Compensation Table reflects no director pay for Ellin .

Performance Compensation

• No PODC-specific executive compensation (salary/bonus/RSU/option) for Ellin is disclosed; Ellin is not listed among PODC’s Named Executive Officers in the proxy and is not covered by PODC’s NEO compensation tables .
• PODC’s equity program emphasizes RSUs and generally does not grant stock options; grant timing policies avoid blackout windows for options and restrict option timing around material disclosures (RSUs/PSUs may be granted without exercise-price timing issues) .

Equity Ownership & Alignment

• Policy safeguards: No hedging of Company securities; no pledging without preapproval; no option repricing without stockholder approval, supporting alignment and governance discipline .
• Vested vs. unvested/Options: No Ellin RSUs/options at PODC disclosed; PODC generally emphasizes RSUs over options .

Employment Terms

• PODC discloses no employment agreement with Ellin; risk factor explicitly states no current employment agreement with Ellin at PODC (and LiveOne lacks an effective employment agreement with Ellin), elevating retention/transition risk .
• Indemnification: PODC provides full indemnification/limitation of liability to directors/officers per Delaware law and plans to enter individual indemnification agreements post spin-out .
• Non-compete/non-solicit/garden leave/clawbacks: Not disclosed for Ellin; 2022 Equity Incentive Plan includes forfeiture/adjustment mechanics and change-of-control treatment for awards generally .

Board Governance

• Service history: Director since July 1, 2020; Executive Chairman since Dec 14, 2022 .
• Independence: Board comprises 6 of 7 independent directors; Ellin is not independent due to his LiveOne CEO/Chairman role and control relationship .
• Committee roles: Ellin is not a member of the Audit, Nominating, or Compensation Committees; current composition below .

• Board leadership: Chairman is Ellin; company may combine Chairman/CEO roles in future depending on scale; President serves as PODC’s operational leader .
• Executive sessions: Board designated Jay Krigsman to preside over executive sessions of non-management directors (effective Lead Independent Director function) .
• Attendance: Incumbent directors attended >75% of meetings/committees during FY2025; board acted multiple times by unanimous written consent .
• Director compensation program (for non-employee directors): Annual RSU grants of $90,000 to each independent director, with committee premiums ($10,000 for Audit members +$15,000 to chair; $5,000 for Compensation members +$10,000 to chair), vesting on specified dates; Ellin receives no director pay .

Compensation Structure Analysis

• Cash vs. equity mix: Ellin receives no director cash/RSU compensation; committee compensation paid in RSUs to independent directors only .
• Shift to RSUs: Company emphasizes RSUs over options; no options granted to NEOs in FY2025; explicit policy against option grants around material information and blackout timing .
• Consultant usage: Board intends to engage independent compensation consultants to review director compensation benchmarking and design (FY2026 plan) .
• Discretionary pay: No PODC pay disclosed for Ellin; NEO plans include RSUs and target bonuses for President/CRO .

Related Party Transactions & Red Flags

• Control/parent financing: LiveOne executed senior secured debentures financing; obligations are secured by liens on LiveOne and certain subsidiaries’ assets, including PODC; PODC is a guarantor under the Subsidiary Guarantee and Security Agreement, creating potential creditor claims on PODC assets if LiveOne defaults .
• Overhead & intercompany: LiveOne allocated $1.0M of overhead to PODC in FY2025; related party payables/receivables outstanding; PODC issued 1,315,880 shares in exchange for cost sharing amounts owed, reflecting significant parent-related flows .
• Section 16 compliance: PODC disclosed inadvertent late filings of Form 4s by Ellin (Dec 2, 2024) and Merriman; administrative weakness signal though corrected .
• Lock-up history: Officers/directors were subject to lock-ups around Spin-Out; restrictions have since expired; policy maintains strict insider trading controls .

Performance & Track Record

• Achievements: Extensive history in micro-cap investing and public company leadership; Trinad Capital activism and Atlantis Equities investments in notable small caps .
• PODC financial trajectory: Revenue growth with improving net loss profile; EBITDA remains negative; see performance table above (values from S&P Global)*.
• CEO succession/experience: Ellin’s dual role at LiveOne and chairing PODC provides capital markets and strategic leadership; PODC’s President/CFO manage operations/finance .

Director Compensation (Ellin-Specific)

Equity Ownership & Pledging

• Ownership guidelines: Company maintains restrictive stock ownership and insider trading guidelines, with prohibitions on hedging and pledging without preapproval .
• Pledging status: No pledging by Ellin is disclosed; he disclaims beneficial ownership in affiliate-held shares except pecuniary interest .

Employment & Contracts (Ellin)

• Start date/tenure: Director since July 1, 2020; Executive Chairman since December 14, 2022 .
• Contract term/expiration: No employment agreement at PODC; LiveOne lacks an effective employment agreement with Ellin; no severance/CoC terms disclosed for Ellin at PODC .
• Non-compete/solicit/garden leave: Not disclosed.
• Post-termination consulting: Not disclosed.

Compensation Committee Analysis

• Committee members: Krigsman (Chair), Arani, Wachsberger—all independent per Nasdaq .
• Consultant use: Board anticipates engaging an expert compensation consultant for director pay benchmarking (FY2026) .
• Interlocks: No compensation committee interlocks or insider participation disclosed for FY2025/FY2024 .

Investment Implications

• Alignment vs. control: Ellin’s 4.0% direct/affiliate interest plus LiveOne’s 71.8% stake consolidate control—this can align strategic direction but raises minority shareholder governance risk and independence concerns due to Ellin’s dual role at LiveOne and PODC .
• Retention risk: Absence of a PODC employment agreement for Ellin increases transition/retention uncertainty; PODC explicitly identifies reliance on Ellin as a key risk factor .
• Capital structure exposure: LiveOne’s secured debentures and collateralization of PODC assets introduce cross-entity creditor risk; adverse outcomes at LiveOne could impair PODC operations/assets .
• Insider controls: Strong policy prohibitions on hedging/pledging and no option repricing are positives; however, late Section 16 filings indicate some administrative risk that should be monitored .
• Pay-for-performance: Ellin receives no PODC director compensation, and no PODC-specific executive pay is disclosed; PODC’s performance is improving in net loss terms amid continued negative EBITDA—equity alignment rather than pay incentives appear to be the key lever (values from S&P Global)*.

Notes:
* Values retrieved from S&P Global.