Chris Pavlovski
About Chris Pavlovski
Chris Pavlovski, age 41, is Founder, Chairman, and Chief Executive Officer of Rumble. He has served on Rumble’s Board since September 2022 and previously served on the Legacy Rumble board since 2013. He is a three-time entrepreneur with over 20 years’ experience in online marketing and advertising; prior roles include CEO of Jolted Media Group, director of marketing for NASA’s Next Giant Leap (2009–2012), founder of Cosmic Development (2011), network administrator at Microsoft, and studies at the University of Toronto . Rumble is a “controlled company” under Nasdaq rules, with Pavlovski holding approximately 83% of voting power; he serves in a combined Chairman/CEO role with an independent Lead Director designated to mitigate governance concentration risk .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NASA’s Next Giant Leap | Director of Marketing | 2009–2012 | Led corporate donations, sponsorships, internet marketing strategies |
| Jolted Media Group | Founder & CEO | N/D | Built media assets and online marketing operations |
| Cosmic Development | Founder | Founded 2011 | Grew to 150+ employees; ranked 2nd best employer in Macedonia; supports Rumble via BPO/content editing |
| Microsoft | Network Administrator | N/D | Early technical role prior to entrepreneurial career |
External Roles
| Organization | Role | Years | Focus |
|---|---|---|---|
| Macedonia 2025 | Board Member | N/D | Not-for-profit focused on economic and educational development in Macedonia |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $1,007,039 | $980,435 |
| Target Bonus (%) | 50% of salary | 50% of salary |
| Actual Bonus Paid ($) | $503,519 (STIP) | $232,870 (STIP) |
| Stock Awards ($, grant-date FV) | $624,998 | $619,904 |
| Option Awards ($, grant-date FV) | $1,874,093 | $1,879,520 |
| All Other Compensation ($) | $9,362 (foreign tax prep + gross-up $4,512) | $676,212 (includes tax liability paid on secondment; reimbursable) |
| Total ($) | $4,019,011 | $4,388,941 |
Additional contract terms for CEO: Base salary $1,000,000; target bonus 50%; one-time $750,000 cash bonus upon closing the Business Combination; one-time grant of 1,100,000 RSUs vesting in three equal annual installments from September 16, 2023–2025; eligibility for annual equity grants up to $4,000,000; salary paid in CAD per 9/16/2022 amendment .
Performance Compensation
Short-Term Incentive Plan (STIP)
| Metric | Weighting | Target | Actual (2023) | Actual (2024) | Payout Mechanics | Vesting |
|---|---|---|---|---|---|---|
| STIP Cash Bonus | N/D | 50% of salary | $503,519 | $232,870 | Committee sets annual performance goals; discretion to adjust payouts | Cash (annual) |
Note: Specific STIP performance metrics (e.g., revenue, EBITDA, TSR) are not disclosed in the proxy .
RSU Awards (CEO)
| Grant Date | Shares Granted (#) | Grant-Date Fair Value ($) | Vesting Schedule | Unvested Shares as of 12/31/2024 (#) | Market Value of Unvested ($) |
|---|---|---|---|---|---|
| 9/16/2022 | 366,667 | N/D | 3 equal annual installments on 9/16/2023, 9/16/2024, 9/16/2025 | 366,667 | $4,770,338 |
| 11/16/2022 | 13,699 | N/D | 4 equal annual installments starting 11/16/2023 | 13,699 | $178,224 |
| 4/03/2023 | 49,761 | N/D | 4 equal annual installments starting 4/03/2024 | 49,761 | $647,391 |
| 4/03/2024 | 92,800 | N/D | 4 equal annual installments starting 4/03/2025 | 92,800 | $1,207,328 |
Note: The initial 1,100,000 RSU grant upon Business Combination vests in one-third installments on 9/16/2023, 9/16/2024, and 9/16/2025 . Market values reflect $13.01 closing price on 12/31/2024 .
Stock Options (CEO)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 9/01/2020 (Prior Plan) | 34,399,769 | — | 0.03 | 9/01/2040 |
| 11/16/2022 | 46,136 | 46,136 | 10.60 | 11/16/2032 |
| 4/03/2023 | 55,976 | 167,930 | 9.42 | 4/03/2033 |
| 4/03/2024 | — | 449,646 | 6.68 | 4/03/2034 |
Vesting: Options generally vest in 4 equal annual installments beginning on the first anniversary of grant; the 9/01/2020 option vested in full on 9/01/2020 .
Equity Ownership & Alignment
| Metric | As of April 10, 2025 |
|---|---|
| Class A Shares Beneficially Owned (incl. ExchangeCo + Options exercisable within 60 days) | 130,101,392 |
| % of Class A | 34.9% |
| Voting Power % | 83.3% |
| Class C Shares (non-economic voting, issued with ExchangeCo) | 95,045,969 (76.8% of Class C) |
| Class D Shares (high-vote, non-economic) | 95,791,120 (100% of Class D; 11.2663 votes/share) |
| Total Company Votes Outstanding | 1,417,843,894 |
| Votes Held by CEO via Class D | 1,079,211,495 (implied from 95,791,120 × 11.2663) |
Hedging and pledging: Company policy discourages certain transactions but generally does not prohibit hedging or pledging for directors and officers, subject to pre-clearance and blackout processes—an alignment risk if pledges occur . The proxy does not list any pledges for Pavlovski.
Vested vs Unvested Snapshot (12/31/2024):
- RSUs unvested: 522,927 units, $7,803,281 market value .
- Options exercisable: 34,501,881 (aggregate of lines showing “exercisable”) .
- Options unexercisable: 663,712 (aggregate of lines showing “unexercisable”) .
Employment Terms
| Term | Details |
|---|---|
| Agreement Term | Indefinite; entered upon Business Combination closing |
| Base Salary | $1,000,000; amended 9/16/2022 to pay in CAD |
| Target Bonus | 50% of base salary; payable subject to continued employment |
| One-time Bonuses | $750,000 at Business Combination closing |
| Equity | One-time 1,100,000 RSUs with 3-year vest; annual equity up to $4,000,000 |
| Benefits | Eligible for employee plans; long-term disability at least 80% of salary, no cost to CEO |
| Restrictive Covenants | Confidentiality, invention assignment; non-compete and non-solicit during employment and 1 year post-termination; indefinite non-disparagement |
| Severance | If terminated without cause or resigns for good reason: unpaid/pro-rated bonus, and ESA-required payments (notice, statutory severance if any, minimum statutory entitlements) contingent on release and covenant compliance |
| Change-of-Control | No special change-in-control payments; NEOs only receive as per agreements described |
Clawbacks and ownership guidelines: Not disclosed in detail. Insider trading policy includes blackout windows; Rule 10b5-1 plans permitted .
Board Governance
- Service history: Board member since September 2022; Legacy Rumble board since 2013 .
- Dual role: Combined Chairman & CEO; Board designated independent Lead Director (Jerry Naumoff) to preside over executive sessions when Chair is not independent .
- Controlled company: Rumble qualifies as “controlled company” under Nasdaq, exempting it from majority-independent board requirement; Pavlovski owns ~83% voting power .
- Independence: Board determined all directors except Pavlovski and Milnes are independent under Nasdaq standards .
- Committees: Pavlovski is not a member of Audit, Compensation, or Nominating committees; committee composition and chairs: Audit (Chair: Evershed), Compensation (Chair: Cappuccio), Nominating (Chair: Naumoff) .
- Meetings and attendance: 2024—Board met 21 times; Audit 10; Compensation 5; Nominating 3; each director attended at least 75% of meetings of Board and committees served .
- Executive sessions: Corporate Governance Guidelines provide for executive sessions among non-management directors at least annually .
Compensation Committee process:
- Members: Cappuccio (Chair), Armstrong—both independent .
- Consultant: Mercer retained; committee evaluated and found no conflicts of interest .
Director pay context (non-employee directors):
- Cash retainer $50,000; RSU annual $200,000; committee chair/member fees; incremental RSU $250,000 for directors appointed after 2024 meeting (vesting at next Annual Meeting) .
Related Party Transactions
- Cosmic Development (controlled by Pavlovski and Milnes): Amended agreements effective 12/31/2021 with cost+10% fee, performance standards, automatic renewals; IP assigned to Rumble; fees paid were ~$3,382,267 in 2024 and ~$2,849,600 in 2023 . Governance safeguards include Audit Committee review of related-person transactions policy adopted (post these transactions), focusing on fairness and company interest .
Investment Implications
- Alignment and control: Pavlovski’s high-vote Class D structure gives him 83%+ voting control, enabling strategic continuity but limiting minority influence; lead independent director and independent committees partially mitigate dual-role governance risks .
- Pay-for-performance: STIP exists with target bonus at 50% of salary, but specific performance metrics are not disclosed; long-term incentives rely primarily on time-based RSUs and multi-year option vesting rather than PSUs, reducing explicit metric linkage .
- Selling pressure: Large tranche of fully exercisable legacy options at $0.03 and other options at $6.68–$10.60 with significant expiries through 2034 may represent potential supply over time; annual RSU and option vesting schedules create periodic share release events .
- Severance economics: CEO severance limited primarily to statutory ESA amounts plus unpaid/pro-rated bonus—no enhanced change-of-control packages—signaling restrained parachute risk but potentially higher retention reliance on equity grants .
- Pledging/hedging: Policy does not prohibit pledging/hedging, subject to pre-clearance; while no pledges are disclosed for Pavlovski, allowance itself is a monitoring item for alignment risk .
- Related-party exposure: Ongoing services from Cosmic controlled by Pavlovski/Milnes present conflict risk; agreements were formalized with cost+10% and performance standards; Audit Committee oversight policy established subsequently .