Katie Biber

About Katie Biber

Katie Biber, age 46, was appointed an independent director of Rumble Inc. (RUM) in January 2025. She is Chief Legal Officer at Paradigm, overseeing legal, regulatory, compliance, and policy since June 2022; previously she was Chief Legal Officer at Brex (June 2020–June 2022), General Counsel at Anchorage (and a board observer since July 2020), and an early lawyer at Airbnb focused on U.S. regulatory and litigation. Earlier, she practiced as a political/election lawyer and clerked for Judge Timothy M. Tymkovich of the U.S. Court of Appeals for the Tenth Circuit; she holds a J.D. from Harvard Law School and a B.A. from George Washington University .

Past Roles

External Roles

Board Governance

• Director independence: The Board determined all directors except CEO Chris Pavlovski and director Ryan Milnes are independent under Nasdaq standards; this includes Biber .
• Committee assignments (current):
  • Audit Committee (member)
  • Nominating & Corporate Governance Committee (member)
• Committee leadership: Not a chair (Audit Chair: Phil Evershed; Nominating Chair: Jerry Naumoff) .
• Lead Independent Director: Jerry Naumoff; executive sessions of non-management directors are to be held at least annually, led by the lead independent director when the Chair/CEO roles are combined .
• Controlled company: Rumble is a Nasdaq “controlled company” (Chris Pavlovski holds ~83% of voting power), exempting it from certain independence requirements (e.g., majority independent board) .
• Board/committee activity (FY2024): The Board met 21 times; Audit met 10; Compensation 5; Nominating & Governance 3; each director in 2024 attended ≥75% of meetings of the Board and their committees (Biber joined Jan 2025, so this attendance disclosure applies to the 2024 directors) .

Fixed Compensation (Director Pay Framework)

Rumble’s non‑employee director compensation policy (approved Aug 2023) provides the following (directors may elect RSUs in lieu of cash retainers) :

Notes specific to Biber:

• Based on her January 2025 appointment and committee roles, policy implies eligibility for: annual cash retainer ($50,000), annual RSU grant ($200,000), new‑director RSU grant ($250,000, vests at 2025 Annual Meeting), Audit member retainer ($12,500), and Nominating member retainer ($5,000), subject to any election to take retainers in RSUs .

Performance Compensation (Director)

• Rumble’s director equity grants are time-based RSUs; no performance‑conditioned equity (e.g., PSUs) for directors is disclosed .
• No director‑specific performance metrics or bonus plans are disclosed for non‑employee directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Legal/regulatory leadership across fintech and crypto (Paradigm CLO, Brex CLO; Anchorage GC) supports oversight of compliance, policy, and emerging regulatory risk areas .
• Financial literacy affirmed by Audit Committee disclosure; the committee states its members are financially literate (and identifies committee financial experts) .
• Education: J.D. (Harvard Law), B.A. (George Washington University); federal appellate clerkship enhances legal rigor .

Equity Ownership

As of April 10, 2025, the beneficial ownership table shows no Class A shares, no ExchangeCo shares (Class C), and no options reported for Biber; ownership is less than 1% .

Note: Directors may elect RSUs for retainers; unvested RSUs may not be reflected as beneficial ownership until settlement; policy grants for new directors include an additional $250,000 RSU grant vesting at the 2025 Annual Meeting .

Governance Assessment

• Strengths

  • Independent director with deep legal/regulatory expertise in fintech/crypto; serves on Audit and Nominating & Governance, aligning skills with oversight mandates .
  • Audit Committee responsibilities include related‑party review, financial reporting integrity, internal controls, and legal/regulatory compliance—critical for a controlled company with notable related‑party context (Cosmic; Tether financing) .
  • Board reports each director (in 2024) met ≥75% attendance; Rumble maintains lead independent director framework and governance guidelines .

• Watch items / potential red flags for investor confidence

  • Controlled company status concentrates voting power with the CEO (~83% voting power), limiting minority shareholder influence and reducing required board independence; continued vigilance by independent directors, including Biber, is essential .
  • Insider trading policy does not generally prohibit hedging or pledging by directors/officers (subject to pre‑clearance/blackouts), which some investors view as a governance risk if utilized; policy discourages but permits under process .
  • Skin‑in‑the‑game: As of April 10, 2025, no reported beneficial ownership for Biber; alignment will depend on director RSU elections and vesting of the 2025 new‑director RSU grant .

• Implications

  • Biber’s legal and policy background is well‑matched to Audit and Nominating & Governance responsibilities, especially amid heightened regulatory and related‑party scrutiny; however, controlled‑company dynamics (and permissive hedging/pledging policy) place greater importance on active, independent oversight and transparent disclosure .

Appendix: Board & Committee Meetings (FY2024)