Sue McNamara
About Sue McNamara
Sue McNamara, age 61, is Chief Revenue Officer at PodcastOne (PODC). She has served with the company since April 2019 (EVP Sales), bringing 20+ years of audio advertising leadership including senior roles at CBS and Interep, and was named one of Radio Ink’s Most Influential Women in Radio for six consecutive years (2009–2014) . Company operating context during her recent tenure: PODC reported Q2 FY2024 revenue of $10.5M (+24% YoY) and raised FY2024 revenue guidance to $47–$51M with pro forma Operating Adjusted EBITDA of $4–$5M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United States Traffic Network | VP of Northeast Sales | Not disclosed | Regional revenue leadership in traffic network advertising |
| CBS | Senior Vice President of Advertising Sales | Not disclosed (“almost a decade”) | Led national ad sales; large-market revenue execution |
| Interep (CBS Radio Sales) | Executive Vice President/General Manager | Not disclosed (“12+ years”) | Ran sales organization; led client development and revenue growth |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Radio Ink | Most Influential Women in Radio (recognition) | 2009–2014 | Industry recognition; enhances commercial credibility with advertisers |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Salary ($) | $325,000 | $325,000 |
| Target Bonus (%) | 100% of base | 100% of base |
| Actual Bonus Paid ($) | $0 | $0 |
| All Other Compensation ($) | $15,134 | $15,358 |
| Total Compensation ($) | $503,634 | $498,733 |
FY2024 “all other” detail: health/dental/vision $6,889, life/AD&D $120, 401k match $8,125 .
Performance Compensation
Annual Bonus Structure
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual bonus (ABP) | Not disclosed | 100% of base salary | No bonus paid FY2024/FY2025 | $0 FY2024 / $0 FY2025 | N/A |
Equity Awards – Grants and Vesting
| Award | Grant Date | Shares/Units | Vesting Schedule | Change-of-Control | Status as of 3/31/2025 |
|---|---|---|---|---|---|
| Company RSUs (employment grant) | Jan 1, 2023 (effective) | 125,000 | 50% on Jan 1, 2024; 50% on Jan 1, 2025 | Settlement mechanics tied to going-public timing (LiveOne shares in lieu if PODC not yet listed) | Fully vested |
| LiveOne RSUs (employment grant) | Jan 1, 2023 (effective) | 75,000 | 50% on Jan 1, 2024; 50% on Jan 1, 2025 | N/A (as disclosed) | Fully vested |
| Company RSUs (new employment agreement) | Jun 27, 2025 | 150,000 | 25% on Initial Vesting Date; 25% on each Subsequent Vesting Date; fully vest by 2-year anniversary | 50% of then‑unvested Company RSUs vest immediately prior to PODC CoC | Post‑FY2025 grant; not reflected in FY-end table |
| LiveOne RSUs (new employment agreement) | Jun 27, 2025 | 25,000 | Same as above | 50% of then‑unvested LiveOne RSUs vest immediately prior to LVO CoC | Post‑FY2025 grant; not reflected in FY-end table |
Upcoming vesting overhang (from 2025 grant, subject to employment and agreement conditions): 37,500 Company RSUs per 25% tranche and 6,250 LiveOne RSUs per 25% tranche; fully vest by two-year anniversary of June 1, 2025 .
Outstanding Equity Awards (FY2025 Year-End Snapshot)
| Metric | As of Mar 31, 2025 |
|---|---|
| Unvested Company RSUs (#) | 0 (none listed for McNamara) |
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Beneficially owned shares | 67,700 |
| Ownership % of outstanding | <1% (“*” per table) |
| Shares outstanding (Record Date) | 26,412,297 |
| Stock options | None disclosed for McNamara |
| Pledging/Hedging | Not disclosed |
LiveOne is a controlling shareholder; CoC terms for Sue’s awards include partial acceleration immediately prior to qualifying events .
Employment Terms
| Term | Detail |
|---|---|
| Effective date | June 1, 2025 (agreement dated June 27, 2025) |
| Role | Chief Revenue Officer; reports to Executive Chairman and President |
| Contract term | 2 years from Effective Date |
| Base salary | $325,000 per annum |
| Target bonus | 100% of average annualized base salary (discretionary under ABP) |
| Severance | If terminated without Cause or for Good Reason: accrued obligations + base salary continuation for lesser of 6 months or remainder of term; 100% acceleration of unvested RSUs and other equity awards; subject to release and confidentiality compliance |
| Change-of-control | 50% acceleration of then‑unvested Company RSUs (PODC CoC); 50% acceleration of then‑unvested LiveOne RSUs (LVO CoC) |
| Covenants | Confidentiality/non‑interference; survival; California law and Los Angeles venue |
Performance & Track Record
- Executive profile: Seasoned sales leader with extensive audio ad market experience; built teams and cross‑platform revenue programs; repeated industry recognition (Radio Ink 2009–2014) .
- Company operating markers (context): Q2 FY2024 revenue $10.5M (+24% YoY); first six months FY2024 revenue $21.1M; raised FY2024 guidance to $47–$51M with pro forma Operating Adjusted EBITDA $4–$5M .
Compensation Structure Analysis
- Cash vs. equity mix: No cash bonuses paid in FY2024 or FY2025; equity is primary incentive (employment RSU grants fully vested by 3/31/2025; new 2025 RSUs add multi‑tranche vesting) .
- At‑risk pay: Target bonus set at 100% of salary under ABP plan, but payouts were $0 in FY2024/FY2025, increasing reliance on equity vesting rather than cash performance pay .
- CoC economics: Single‑trigger style partial acceleration (50% of unvested Company/LiveOne RSUs immediately prior to CoC); termination without Cause/for Good Reason yields full acceleration—robust protection and potential overhang .
Vesting Schedules and Potential Insider Selling Pressure
- 2023 grants: Fully vested by Jan 1, 2025; no remaining unvested units at FY2025 year‑end .
- 2025 grants: Four equal tranches (25% each) culminating at the two‑year anniversary of June 1, 2025; each tranche equates to 37,500 Company RSUs and 6,250 LiveOne RSUs, creating periodic liquidity events that could add selling pressure depending on tax withholding or diversification behavior .
Governance and Plan Provisions (Context)
- Equity plan features include performance‑conditioned RSUs, non‑transferability, dividend equivalents only if the underlying performance award is earned, and CoC treatment via assumption/substitution at acquirer discretion .
- Section 162(m) policy preserves flexibility rather than strict deductibility; forfeiture provisions apply upon termination unless award agreements provide otherwise .
Investment Implications
- Alignment: Beneficial ownership is modest (<1%); alignment relies primarily on ongoing RSU vesting and ABP bonus opportunity rather than large common stock stakes .
- Overhang and timing: The 2025 RSU schedule introduces predictable vesting tranches (37,500 Company RSUs per 25% tranche) through mid‑2027, implying potential episodic supply depending on settlement and tax events .
- CoC/termination leverage: Partial CoC acceleration and full acceleration upon qualifying termination enhance downside protection for the executive, which can be shareholder‑sensitive if triggered during strategic transactions .
- Pay‑for‑performance signal: Zero annual cash bonus in FY2024/FY2025 despite a 100% target suggests either conservative payout decisions or unmet/undisclosed metrics; equity remains the primary incentive mechanism .
- Execution focus: Background in large‑market audio ad sales and team building, plus recent company growth metrics, supports revenue‑driven strategy; monitor premium show renewals and advertiser traction for near‑term performance drivers .