Ryan Milnes
About Ryan Milnes
Ryan Milnes, age 42, is an entrepreneur and co‑founder/Chief Executive Officer of Cosmic Development, a global IT services business with 150+ employees across Europe and North America. He has served on Rumble’s Board since September 2022 (and on Legacy Rumble’s board from 2013 to September 2022). He holds a film degree from the Toronto Film School and owns multiple tech and real estate businesses; Cosmic has provided content editing and moderation services to Rumble since 2013 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rumble Inc. (Legacy Rumble) | Director | 2013 – Sep 2022 | Board service during private-company phase |
| Rumble Inc. (public) | Director (Non‑independent) | Sep 2022 – Present | No current committee assignments |
| Cosmic Development | Co‑founder & CEO | 2013 – Present | Scales content moderation/BPO services; vendor to Rumble |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cosmic Development | Co‑founder & CEO | 2013 – Present | Provides services to Rumble under related‑party agreements |
| 2286404 Ontario Inc. | Owner | N/A | Holding entity that owns RUM ExchangeCo shares on his behalf |
| Public company boards | — | — | No other public company directorships disclosed in the proxy biography |
Board Governance
- Independence: The Board determined Mr. Milnes is not independent under Nasdaq standards (the only non‑independent directors are Chris Pavlovski and Ryan Milnes) .
- Committee assignments: None currently (not on Audit, Compensation, or Nominating & Corporate Governance) .
- Board structure: Rumble is a “controlled company” (Chris Pavlovski controls ~83% of voting power); Jerry Naumoff is the Lead Independent Director .
- Attendance: In 2024, the Board met 21 times; each director attended at least 75% of Board and relevant committee meetings .
- Executive sessions: Guidelines provide for independent director executive sessions at least annually when the Chair is not independent .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non‑employee director retainer (option to elect RSUs; Milnes reported cash fees) |
| Committee fees | $0 | No committee roles in 2024 |
| Meeting fees | $0 | Not part of policy |
| Equity retainer (RSUs) | $200,000 | Annual RSU grant; awards for 2024 vest June 13, 2025 |
| Total | $250,000 | Sum of cash and equity |
Policy reference (for context): Non‑employee directors are eligible for (i) $50,000 cash retainer (electable in RSUs), (ii) $200,000 annual RSU grant, and (iii) committee chair/member cash retainers (Audit: $20,000/$12,500; Compensation: $15,000/$7,500; Nominating: $12,500/$5,000) .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance‑based components for directors | None disclosed; director equity is time‑based RSUs |
| Equity type | RSUs (time‑based) |
| Vesting schedule (2024 grants) | Fully vest on June 13, 2025 |
Other Directorships & Interlocks
- Other current public company boards: None disclosed in the proxy biography .
- Related‑party interlock: Cosmic Development (co‑founded/led by Milnes) is a Rumble vendor under amended and restated agreements (initial 24‑month term from Dec 31, 2021 with automatic 12‑month renewals; cost+10% fee; performance standards; IP assigned to Rumble). Payments to Cosmic were ~$3,382,267 (2024) and ~$2,849,600 (2023) .
- Related‑party oversight: Audit Committee reviews and approves related‑party transactions (Item 404 policy) .
Expertise & Qualifications
- Entrepreneurial/operator background in IT services and content operations (Cosmic Development) .
- Board experience at Legacy Rumble (2013–2022) and Rumble Inc. (since Sep 2022) .
- Education: Film degree, Toronto Film School .
Equity Ownership
| Metric | Detail |
|---|---|
| Class A shares owned (direct) | 21,703 |
| ExchangeCo Shares owned (exchangeable 1:1 for Class A) | 23,076,192 (record holder: 2286404 Ontario Inc.) |
| Portion of ExchangeCo Shares subject to escrow | 16,560,185 |
| Class C (tandem voting shares with ExchangeCo) | 23,076,191 (18.7% of Class C) |
| Total beneficial Class A equivalent shares | 23,097,895 |
| % of Class A (beneficial ownership methodology in proxy) | 6.8% |
| % of total voting power | 1.6% |
| Director RSUs outstanding (12/31/2024) | 35,587 RSUs |
| Options | None reported for Milnes |
Hedging/pledging policy: Rumble’s insider trading policy discourages but does not prohibit directors from engaging in hedging or pledging transactions, subject to pre‑clearance and blackout processes—this may pose alignment risk if used .
Governance Assessment
-
Strengths
- Deep operational exposure to content moderation and IT outsourcing relevant to Rumble’s platform operations .
- Meets attendance expectations (≥75% in 2024) alongside the full Board .
-
Risks and RED FLAGS
- Non‑independent director status combined with a material related‑party vendor relationship (Cosmic) paid ~$3.38M in 2024 and ~$2.85M in 2023; although agreements include cost+10%, performance standards, and IP assignment to Rumble, the ongoing vendor role presents conflict‑of‑interest optics and reliance risks .
- Rumble is a controlled company (Chair/CEO holds ~83% voting power), reducing formal independence requirements and concentrating governance influence; Milnes is one of two non‑independent directors .
- Insider trading policy allows hedging/pledging with pre‑clearance; potential misalignment if such transactions occur (no individual pledging by Milnes disclosed) .
-
Compensation structure and investor signals
- Director pay mix skews to equity (2024: $200k RSUs vs $50k cash), aligning with shareholder value creation; RSUs are time‑based (no performance metrics for directors) .
- Compensation Committee retained Mercer; the committee determined Mercer had no conflicts of interest .
- As an Emerging Growth Company, Rumble does not hold say‑on‑pay votes, limiting direct shareholder feedback on compensation .
Notes on Compliance and Filings
- Section 16(a): The company reports that directors, executive officers, and >10% holders filed required ownership reports on a timely basis during 2024 .
- Committee oversight: Audit Committee reviews related‑party transactions; committee membership excludes Milnes .