Ryan Carhart
About Ryan Carhart
Ryan Carhart, age 45, is Chief Financial Officer, Treasurer, Secretary, and Principal Accounting Officer of PodcastOne (PODC) and LiveOne, effective February 19, 2025; he previously served as Vice President and Controller since September 2023 . He is a seasoned finance leader with experience in operations, corporate strategy, public company compliance, M&A, and controllership, holding an MSA/MBA from Northeastern University, a PhD from Claremont Graduate University, and is a CPA . During his initial months as CFO, management disclosed measures anticipated to deliver over $23 million in cost savings and a $3.7 million paydown of East West Bank debt, signaling near‑term execution focus .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PodcastOne & LiveOne | Vice President & Controller | Sep 2023 – Feb 2025 | Led financial reporting, operational excellence, and public company compliance across entities |
| PodcastOne & LiveOne | Chief Financial Officer (also Secretary, Treasurer, PAO) | Feb 19, 2025 – Present | Initiated cost savings and debt refinancing actions; expanded restructuring savings to over $23M; paid down $3.7M of bank debt |
| AUDIENCEX | Chief Financial Officer | Prior to Sep 2023 (dates not specified) | Guided company through acquisition by Vado; oversaw operations and strategy |
| Vado Corp | Principal Financial Officer & Principal Accounting Officer | Since May 2019 | Led finance operations and corporate strategy |
| MNTN | Senior Director of Finance & Controller | Prior role | Built advertising software finance capabilities; drove measurable conversion/revenue focus |
| PricewaterhouseCoopers | Auditor (Tech/Comms specialization) | Early career | Public accounting background in tech/communications sectors |
External Roles
No public company board roles disclosed for Carhart in Company filings .
Fixed Compensation
| Metric (PODC Company-paid) | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $0 (compensation from LiveOne, not PODC) | $0 (compensation from LiveOne, not PODC) |
| Target Bonus (%) | Not disclosed | Not disclosed |
| Actual Bonus ($) | $0 | $0 |
| Perquisites ($) | $0 | $0 |
- The Company disclosed it may provide additional compensation to Carhart in the future .
Performance Compensation
Equity Awards (RSUs)
| Award | Grant Date | Units | Grant Date Fair Value ($) | Vesting Schedule | Change-of-Control Terms |
|---|---|---|---|---|---|
| PODC RSUs (granted via LiveOne offer letter) | Sep 18, 2023 | 30,000 | $24,453 | 33.3% vested on Sep 18, 2024; remaining in two equal installments on Sep 18, 2025 and Sep 18, 2026 (subject to continuous employment at LiveOne) | 50% of then‑unvested PODC RSUs vest immediately prior to a Change of Control |
Options
| Item | Status |
|---|---|
| Stock Options | None granted to Carhart; no options outstanding |
Incentive Metrics Structure
| Metric | Weighting | Target | Actual | Payout | Vesting Mechanics |
|---|---|---|---|---|---|
| Service tenure (time‑based RSUs) | 100% | Continued employment through vest dates | 33.3% vested by Sep 18, 2024; remaining halves scheduled for Sep 18, 2025 and Sep 18, 2026 | One share per vested RSU | 50% unvested accelerates upon Change of Control |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 16,611; less than 1% of shares outstanding |
| Shares outstanding (record date) | 26,412,297 |
| RSUs scheduled to vest by Annual Meeting record date window | 10,050 RSUs vesting by Sep 12, 2025; 10,050 not vesting by that date |
| Unvested RSUs outstanding at Mar 31, 2025 | 20,100 RSUs; market value $32,361 at $1.61 closing price |
| Stock options (exercisable/unexercisable) | None |
| Hedging/Pledging policy | Company prohibits hedging; pledging requires preapproval |
- Company’s 2022 Equity Incentive Plan reserves 2,000,000 shares and prohibits option/SAR repricing without stockholder approval; awards are generally non‑transferable and subject to forfeiture provisions administered by the Compensation Committee/Board .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement with PODC | None; services provided to PODC pursuant to LiveOne employment offer letter |
| LiveOne employment offer letter | Effective Sep 18, 2023; includes grant of 30,000 PODC RSUs with time‑based vesting |
| Change-of-control | 50% of unvested PODC RSUs vest immediately prior to a Change of Control |
| Severance multiples (salary+bonus) | Not disclosed for Carhart |
| Non‑compete/non‑solicit | Not disclosed for Carhart |
| Clawback/forfeiture | 2022 Plan permits forfeiture provisions and administrator discretion; awards generally forfeited if not earned/vested per plan/award terms |
Performance & Track Record
- Promoted to CFO on Feb 19, 2025; management disclosed initiatives anticipated to result in over $23 million total cash savings (including an incremental $13 million), and a $3.7 million paydown of East West Bank debt with an LOI to refinance and provide growth capital—signals cost discipline and improved banking relations .
Compensation Committee & Governance Context
- Compensation Committee: Jay Krigsman (Chair), Ramin Arani, Patrick Wachsberger—each determined independent under Nasdaq rules .
- Governance policies: No hedging and no pledging without preapproval; no repricing of underwater options without stockholder approval .
Investment Implications
- Alignment: Carhart’s PODC compensation is equity‑heavy (time‑based RSUs) with explicit 50% change‑of‑control acceleration—aligns retention with service tenure, while acceleration introduces potential event‑driven payout risk .
- Insider selling pressure: Upcoming vesting of 10,050 RSUs by September 2025 creates a potential supply overhang; the remaining 10,050 vest September 2026, warranting monitoring around vest dates and blackout windows .
- Ownership: Beneficial stake is less than 1%, indicating limited direct economic exposure; hedging prohibited and pledging restricted by policy, modestly mitigating misalignment risk .
- Cash comp visibility: No PODC cash pay; any additional compensation may be provided later—watch for subsequent 8‑K or proxy disclosures that could alter pay‑for‑performance linkage and retention economics .
- Execution signals: Early CFO actions (cost savings, debt reduction, refinance LOI) are positive for liquidity and profitability narratives across PODC/LiveOne; continued delivery will be a key indicator for value creation .