DEF 14A of Stagwell Inc, Apr 29, 2024

DEF 14A of Stagwell Inc

Filed Apr 29, 2024 · FY20230001104659-24-054041

Open on EDGAR

  1. PROPOSAL 1 ELECTION OF DIRECTORS

    PROPOSAL 1 ELECTION OF DIRECTORS Our Board currently consists of nine members, each of whose term of office expires at the Annual Meeting. The nine persons named below will be presented for election to the Board at the Annual Meeting and, unless otherwise instructed, the persons named in the accompanying proxy (provided the same is duly executed in their favor) intend to vote FOR the election of the nominees whose names are set forth below.

  2. PROPOSAL 1 ELECTION OF DIRECTORS

    | Charlene Barshefsky | Eli Samaha | | Bradley J. Gross | Irwin D. Simon | | Wade Oosterman | Rodney Slater | | Mark J. Penn | Brandt Vaughan | | Desirée Rogers | |

  3. PROPOSAL 1 ELECTION OF DIRECTORS

    Each of the nominees is currently a director of the Company. The Board believes that each of the nominees for election as director possesses the personal and professional qualifications necessary to serve as a member of the Board, including the particular experience, talent, expertise and background set forth in “Information Concerning Management’s Nominees for Election as Directors” below. With the exception of Mr. Penn, the Board has determined that all of the nominees are independent under applicable Nasdaq rules. Each director elected will hold office until the next annual meeting of stockholders or until his or her successor is duly elected or appointed, unless his or her office is earlier vacated in accordance with our Bylaws. Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. The nine nominees receiving the highest number of “FOR” votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nine nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares may be voted for the election of a substitute nominee proposed by us. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES.

  4. QUALIFICATIONS OF THE MEMBERS OF THE BOARD

    QUALIFICATIONS OF THE MEMBERS OF THE BOARD The Nominating and Corporate Governance Committee identifies, selects and recommends to the Board individuals qualified to serve both on the Board and committees, including persons suggested by stockholders and others. As provided in its charter, the Nominating and Corporate Governance Committee reviews each person’s qualifications on the whole, including a candidate’s particular experience, skills, expertise, diversity, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, conflicts of interest and such other relevant factors that the Nominating and Corporate Governance Committee considers appropriate in the context of the needs of the Board. Following that review, the Nominating and Corporate Governance Committee then selects nominees and recommends them to the Board for election by the stockholders or appointment by the Board, as the case may be. The Nominating and Corporate Governance Committee also reviews the suitability of each Board member for continued service as a director when that member’s term expires or that member experiences a significant change in status (for example, a change in employment). The Nominating and Corporate Governance Committee has not implemented any particular additional policies or procedures with respect to suggestions received from stockholders with respect to Board or committee nominees.

  5. Qualifications for Service on the Board

    Qualifications for Service on the Board

  6. Qualifications for Service on the Board

    | Talent Management | Our ability to attract and retain the most talented professionals is fundamental to the success of an advertising and marketing holding company business such as ours, and the Board’s oversight function is particularly critical with respect to succession planning for our senior leadership team and ensuring that we continue to prioritize the diversity of perspectives on the Board. | | Character | Our Board’s ability to honestly and ethically assess and maximize long-term shareholder value is essential for the Company’s well-being. Integrity and sound judgment are fundamental aspects of our Company’s values. We also highly value collaboration, and expect directors to have strong diplomatic and interpersonal skills. | | Industry Experience | Directors with experience relevant to our industry are well-suited to help guide the Company in key areas of our business such as marketing and advertising and public relations, and to assess growth opportunities. Relevant industry experience extends to knowledge of the products and services that the Company’s partner firms provide, as this aids customer relationship management. | | CEO Experience | We believe that experience serving as a CEO enables directors to contribute deep insight into business strategy and operations, positioning the Board to serve as a valuable thought leader and challenge key assumptions while overseeing management. | | Legal / Regulatory | Our Board must be able to effectively evaluate the Company’s legal risks and obligations, as well as the complex, multinational regulatory environments in which our businesses operate, to help protect the Company’s reputational integrity and promote long-term success. | | Technology | Technological experience enables our directors to provide important insight regarding social and digital media, data privacy, cybersecurity, and other matters related to our information security and technology systems. We value directors with an ability to focus on digital innovation, as we navigate a time of rapid technological advancement industry-wide. | | Public Company Board Experience | Through their experience serving on the boards of other large publicly traded companies, directors bring a valuable understanding of board functions and effective independent oversight. |

  7. Information Concerning Management’s Nominees for Election as Directors

    Information Concerning Management’s Nominees for Election as Directors The following is a brief biography of each nominee for election as a director, and a summary of the qualifications and any arrangements pursuant to which each nominee was selected:

  8. Information Concerning Management’s Nominees for Election as Directors

    | Mark J. Penn Age 70 Director since: March 18, 2019 | Mr. Penn is the Chairman and Chief Executive Officer of the Company. Mr. Penn previously served as the Chairman and Chief Executive Officer of MDC since March 18, 2019. He has also been the President and Managing Partner of The Stagwell Group, a private equity fund that invests in digital marketing services companies, since its formation in June 2015. Prior to The Stagwell Group, Mr. Penn served in various senior executive positions at Microsoft. As Executive Vice President and Chief Strategy Officer of Microsoft, he was responsible for working on core strategic issues across the company, blending data analytics with creativity. Mr. Penn also has extensive experience growing and managing agencies. As the co-founder and CEO of Penn Schoen Berland, a market research firm that he built and later sold to WPP Group, he demonstrated value-creation, serving clients with innovative techniques such as being the first to offer overnight polling and unique ad testing methods now used by politicians and major corporations. At WPP Group, he also became CEO of Burson Marsteller, and managed the two companies to substantial profit growth during that period. A globally recognized strategist, Mr. Penn has advised corporate and political leaders both in the United States and internationally. He served for six years as White House Pollster to President Bill Clinton and was a senior adviser in his 1996 re-election campaign, receiving recognition for his highly effective strategies. Mr. Penn later served as chief strategist to Hillary Clinton in her Senate campaigns and her 2008 Presidential campaign. Internationally, Mr. Penn helped elect more than 25 leaders in Asia, Latin America and Europe, including Tony Blair and Menachem Begin. Qualifications Mr. Penn has extensive leadership experience as a CEO and an agency operator, and his background as an agency founder, executive strategist and marketer, and global thought leader were critical qualifications that led to his appointment as CEO and a member of the Board. Mr. Penn was originally designated as a nominee for election as a director of the Company by Stagwell Agency Holdings LLC pursuant to its rights as purchaser of the Class A Subordinate Voting Shares and Series 6 Convertible Preference Shares of MDC and subsequently renominated by the Board. | | Charlene Barshefsky Age 73 Director since: April 8, 2019 Committees: Audit Committee | Ambassador Barshefsky is a member of our Board. She previously served as a member of MDC’s Board of Directors since April 8, 2019. Ambassador Barshefsky is Chair of Parkside Global Advisors, a position she has held since April 2021. Prior to this, she was a Senior International Partner at WilmerHale, a multinational law firm based in Washington, D.C., from 2001 through March 2021. At WilmerHale, Ambassador Barshefsky advised multinational corporations on their market access, regulatory, investment and acquisition strategies in major markets across the globe. Prior to joining WilmerHale, Ambassador Barshefsky was the United States Trade Representative (“USTR”) and a member of President Clinton’s Cabinet from 1997 to 2001 and Acting and Deputy USTR from 1993 to 1996. As the USTR, she served as chief trade negotiator and principal trade policymaker for the United States and, in both roles, negotiated complex market access, regulatory and investment agreements with virtually every major country in the world. She serves on the board of directors of the Estee Lauder Companies and is a member of the board of trustees of the Howard Hughes Medical Institute. She is also a member of the Council on Foreign Relations. Ambassador Barshefsky served on the boards of directors of the American Express Company from 2001 to 2023, Intel Corporation from 2004 to 2018 and Starwood Hotels & Resorts from 2004 to 2016. |

  9. Information Concerning Management’s Nominees for Election as Directors

    | | Qualifications Ambassador Barshefsky’s distinguished record as a policymaker and negotiator, ability to assess regulatory risks, as well as exceptional Board director experience for some of the world’s most respected consumer companies across a range of sectors focused on digital innovation, are key qualifications for the Board. Ambassador Barshefsky was originally designated as a nominee for election as a director of the Company by Stagwell Media pursuant to its rights under the Transaction Agreement and subsequently renominated by the Board. | | Bradley J. Gross Age 51 Director Since: March 7, 2017 Committees: Human Resources and Compensation Committee | Mr. Gross is a member of our Board. Mr. Gross previously served as a member of MDC’s Board of Directors since March 7, 2017. Mr. Gross is global co-head of Private Equity within Goldman Sachs Asset Management. He serves as a member of the Asset Management Corporate Investment Committee, the Asset Management Corporate Growth Investment Committee and the Firmwide Retirement Committee. Previously, he was responsible for the Merchant Banking Division’s Technology, Media and Telecommunications investing activities and led the division’s portfolio wide valuation creation efforts. He first joined Goldman Sachs in 1995 as an analyst in the Real Estate Principal Investment Area. He rejoined the firm after business school in 2000 as an associate in the Principal Investment Area. He was named managing director in 2007 and partner in 2012. Mr. Gross serves on the boards of Slickdeals, LLC, MyEyeDr., and Aptos, Inc. Previously, Mr. Gross served on the boards of Americold Realty Trust, Trader Interactive Holdings, and Griffon Corp. Qualifications Mr. Gross brings to the board an exceptional risk management track record, extensive board experience, and technological experience, all of which qualify him for the Board. Mr. Gross was initially designated as a nominee for election as a director of the Company by Goldman Sachs pursuant to its rights as the purchaser of the Series 4 Convertible Preference Shares of MDC and subsequently renominated by the Board. | | Wade Oosterman Age 63 Director Since: January 23, 2020 Committees: Chair of Audit Committee | Mr. Oosterman is a member of our Board. Mr. Oosterman previously served as a member of MDC’s Board of Directors since January 23, 2020. Mr. Oosterman is President and Chief Executive Officer of Peyden Inc., a private investment company with holdings in technology, real estate, and media. He has held this position since January 2024. Prior to that time, Mr. Oosterman was Vice Chairman of Bell Canada, Canada’s largest telecommunications service provider, from 2018 through January 2024. Mr. Oosterman was also President of Bell Media, Canada’s largest media company, from January 2021 until January 2024. Mr. Oosterman previously served as President of Bell Mobility from 2006 to 2018, as President of Bell Residential Services from 2010 to 2018 and as Chief Brand Officer of Bell Canada, and BCE, from 2006 to 2020. Prior to joining Bell Canada, Mr. Oosterman served as Chief Marketing and Brand Officer for TELUS Corp., and Executive Vice President, Sales and Marketing for TELUS Mobility. In 1987, Mr. Oosterman co-founded Clearnet Communications Inc. and served on its board of directors until the successful sale of Clearnet to TELUS Corp. Mr. Oosterman serves on the boards of directors of Telephone Data Systems Inc., a U.S. telecom provider, and EnStream, a joint venture of the three largest Canadian telecom providers engaged in the business of mobile payments and identity verification. He has also served on the boards of directors of Ingram Micro and Virgin Mobile Canada. Qualifications Mr. Oosterman brings to the board financial acumen, risk assessment and mitigation, and exceptional operations experience. His leadership includes extensive experience in both sell-side and buy-side transactions. |

  10. Information Concerning Management’s Nominees for Election as Directors

    | Desirée Rogers Age 64 Director since: April 26, 2018 Committees: Chair of Human Resources and Compensation Committee; Nominating and Corporate Governance Committee | Ms. Rogers is a member of our Board. Ms. Rogers previously served as a member of MDC’s Board of Directors since April 26, 2018. Ms. Rogers is the Chief Executive Officer and Co-Owner of Black Opal, LLC. This company is associated with two brands — Black Opal and Fashion Fair Cosmetics — that specialize in makeup and skincare for deeper complexions. She has held this position since June 2019. She served as Chairman of Choose Chicago, the tourism agency for the city of Chicago with over $1 billion in revenue, from 2013 until 2019. At Choose Chicago, Ms. Rogers’ digital marketing leadership resulted in record results of over 57 million visitors in 2018. Ms. Rogers was Chief Executive Officer of Johnson Publishing Company, a publishing and cosmetics firm, from 2010 to 2017. During the period of 2009 to 2010, Ms. Rogers was The White House’s Special Assistant to the President and Social Secretary under the Obama Administration. Ms. Rogers serves on the board of directors of Inspired Entertainment, Inc. Ms. Rogers also is a member of the boards of directors of The American Cancer Society, and The Northwestern Memorial Foundation. She is formerly a member of the board of directors of Pinnacle Entertainment, Inc. Qualifications Ms. Rogers is a results-oriented business leader, with key digital marketing experience, and brings to the board strong operational, collaborative and diplomatic skills that qualify her for the Board. | | Eli Samaha Age 38 Director Since: August 3, 2021 Committees: Audit Committee | Mr. Samaha is a member of our Board. Mr. Samaha has been the Founder and Managing Partner of Madison Avenue Partners, LP, a value-focused investment manager whose partners include leading university endowments, hospital systems, and philanthropic foundations, since January 2018. Prior to founding Madison, Mr. Samaha was a Partner at Newtyn Management from January 2012 to December 2017 and held roles at KBS Capital Partners and GSC Group. Qualifications Mr. Samaha’s experience and knowledge in finance, equity and debt investments, and risk management qualify him for the Board. Mr. Samaha was originally designated as a nominee for election as a director of the Company by Stagwell Media pursuant to its rights under the Transaction Agreement and subsequently renominated by the Board. | | Irwin D. Simon Age 65 Director since: April 25, 2013 Committees: Nominating and Corporate Governance Committee; Human Resources and Compensation Committee | Mr. Simon is a member of our Board and serves as Lead Independent Director. Mr. Simon previously served as a member of MDC’s Board of Directors since April 25, 2013. Mr. Simon is Chairman and Chief Executive Officer at Tilray Brands, Inc., a leading global cannabis-lifestyle and consumer packaged goods company traded on Nasdaq. He has held this position since May 2021. In 2019, Mr. Simon joined and transformed Aphria Inc. into a profitable global cannabis company with leading market share brands. At Aphria, Mr. Simon structured a reverse merger and acquisition of Tilray. In 1993, Mr. Simon founded The Hain Celestial Group, Inc., traded on Nasdaq, a leading, global organic and natural products company and served as its Chairman and Chief Executive Officer through 2018. Mr. Simon is also the Executive Chairman of Whole Earth Brands, Inc., a global food company traded on Nasdaq. Mr. Simon previously served on the boards of directors of Barnes & Noble, Inc. and Jarden Corp. In addition, he serves on the board of directors of Tulane University and is a member of the board of trustees at Poly Prep Country Day School. Qualifications Mr. Simon qualifies for the Board because of his unique perspectives on aspects of advertising and marketing services, as well as extensive operational and entrepreneurial experience. In addition, Mr. Simon possesses a great depth of knowledge and experience regarding the consumer-packaged goods industry and related marketing services that are provided by the Company’s partner firms. |

  11. Information Concerning Management’s Nominees for Election as Directors

    | Rodney Slater Age 69 Director Since: August 2, 2021 Committees: Chair of Nominating and Corporate Governance Committee | Secretary Slater is a member of our Board. Secretary Slater has served as a partner in the law firm Squire Patton Boggs LLP since 2001, practicing in the areas of transportation, infrastructure and public policy. Previously, he served as the U.S. Secretary of Transportation from 1997 to 2001 and as the Administrator of the Federal Highway Administration from 1993 to 1997. Secretary Slater has served as a director of Verizon Communications since 2010 and a director EVgo Inc. since 2021. He also served as a director of Kansas City Southern from 2001 to 2019 and Transurban Group from 2009 to 2018. Qualifications Secretary Slater’s significant leadership and strategic planning experience in the public and private sectors and perspectives on strategic partnerships, risk management, compliance, and legal issues are key qualifications for the Board. Secretary Slater was originally designated as a nominee for election as a director of the Company by Stagwell Media pursuant to its rights under the Transaction Agreement and subsequently renominated by the Board. | | Brandt Vaughan Age 57 Director Since: August 2, 2021 | Mr. Vaughan is a member of our Board. Mr. Vaughan is Chief Operating Officer and Chief Investment Officer of Ballmer Group, where he manages its operating, public and private equity investing and philanthropic investing across a range of assets, including the Los Angeles Clippers and LA Forum. Prior to joining Ballmer Group in 2014, Mr. Vaughan led enterprise-wide strategic planning and analysis for Microsoft. In addition, he served as Chief Financial Officer for Microsoft’s centralized marketing and business development functions and had a range of financial management roles over a more than decade-long career at Microsoft. Mr. Vaughan is on the boards of directors for One Community and the L.A. Clippers Foundation. Qualifications Mr. Vaughan’s deep experience and knowledge of strategy, finance, and operations are key qualifications for the Board. Mr. Vaughan was originally designated as a nominee for election as a director of the Company by Stagwell Media pursuant to its rights under the Transaction Agreement and subsequently renominated by the Board. |

  12. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  13. Summary of Non-Employee Director Compensation

    Summary of Non-Employee Director Compensation The Human Resources and Compensation Committee is responsible for evaluating and recommending compensation programs for the Company’s non-employee directors to the Board for approval. In 2021, our Board adopted the Stagwell Inc. Non-Employee Director Compensation Policy, which became effective upon completion of the Business Combination on August 2, 2021. Cash Compensation. Under our Non-Employee Director Compensation Policy, each non-employee director receives a cash retainer in the amount of $70,000 per year (the “Board Retainer”). A non-employee director who serves as the Lead Independent Director receives an additional annual cash retainer in the amount of $75,000 per year (the “Lead Independent Director Retainer”). A non-employee director who serves as a member of the Audit Committee, the Human Resources and Compensation Committee or the Nominating and Corporate Governance Committee of the Board also receives an annual cash retainer in the amounts as follows: (i) a member of the Audit Committee receives a cash retainer of $10,000 per year, (ii) a member of the Human Resources and Compensation Committee receives a cash retainer of $5,000 per year, and (iii) a member of the Nominating and Corporate Governance Committee receives a cash retainer of $5,000 per year (each, a “Committee Member Retainer”). A non-employee director who serves as the chair of the Audit Committee, Human Resources and Compensation Committee or Nominating and Corporate Governance Committee of the Board receives an additional cash retainer in the amounts as follows: (i) the chair of the Audit Committee receives a cash retainer of $20,000 per year, (ii) the chair of the Human Resources and Compensation Committee receives a cash retainer of $15,000 per year, and (iii) the chair of the Nominating and Corporate Governance Committee receives a cash retainer of $15,000 per year (each, a “Committee Chair Retainer”). Reimbursement of Reasonable Expenses. Non-employee directors are also reimbursed for reasonable travel and other expenses incurred in connection with attending meetings of the Board and its committees. Meeting attendance fees are not payable under the Non-Employee Director Compensation Policy. Equity Compensation. Under the Non-Employee Director Compensation Policy, each non-employee director receives an annual grant of restricted stock equal to $150,000 divided by the fair market value of our Class A Common Stock on the date of grant. Each award of restricted stock made in connection with an annual grant vests in full on the first anniversary of the date of grant, subject to the director’s continuous service as of the vesting date. Mr. Penn is not entitled to receive any separate or additional compensation in connection with his services on the Board. Mr. Gross also did not receive any compensation for his services on the Board, in accordance with the terms of the purchase agreement with Goldman Sachs. The following table sets forth the compensation paid to our non-management directors for fiscal year 2023:

  14. DIRECTOR COMPENSATION FOR FISCAL YEAR 2023

    DIRECTOR COMPENSATION FOR FISCAL YEAR 2023

  15. DIRECTOR COMPENSATION FOR FISCAL YEAR 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | Charlene Barshefsky | 80,000 | 139,588(1) | 219,588 | | Bradley Gross(2) | — | — | — | | Wade Oosterman | 100,000 | 139,588(1) | 239,588 | | Desirée Rogers | 95,000 | 139,588(1) | 234,588 | | Eli Samaha | 80,000 | 139,588(1) | 219,588 | | Irwin D. Simon | 155,000 | 139,588(1) | 294,588 | | Rodney Slater | 90,000 | 139,588(1) | 229,588 | | Brandt Vaughan | 70,000 | 139,588(1) | 209,588 |

  16. DIRECTOR COMPENSATION FOR FISCAL YEAR 2023

    On June 14, 2023, Ms. Barshefsky, Mr. Oosterman, Ms. Rogers, Mr. Samaha, Mr. Simon, Mr. Slater and Mr. Vaughan each received a grant of 18,940 restricted stock units. As of December 31, 2023, these were the only unvested equity awards held by our non-management directors. The amounts in this table represent the aggregate grant date fair value of such grants as computed in accordance with FASB Topic 718, excluding the effect of estimated forfeitures during the applicable period. For a discussion of the assumptions relating to these valuations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates — Stock-Based Compensation” in our Annual Report on Form 10-K for the year ended December 31, 2023. Mr. Gross is not entitled to any compensation for his service on the Board in accordance with the terms of the purchase agreement with Goldman Sachs.

  17. INFORMATION ABOUT THE BOARD AND CORPORATE GOVERNANCE

    INFORMATION ABOUT THE BOARD AND CORPORATE GOVERNANCE The Board has established guidelines for determining director independence, and all current directors, with the exception of Mr. Penn, have been determined by the Board to be independent under applicable Nasdaq rules. The Company has also adopted a written Code of Conduct in order to help directors, officers and employees resolve ethical issues in an increasingly complex business environment. The Code of Conduct applies to all directors, officers and employees, including the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel and any other employee with any responsibility for the preparation and filing of documents with the SEC. The Code of Conduct covers topics including, but not limited to, conflicts of interest, confidentiality of information and compliance with laws. The Code of Conduct also satisfies the requirements for a code of ethics, as defined by Item 406 of Regulation S-K promulgated by the SEC. The Company intends to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, or waivers from, certain provisions of the Code of Conduct that apply to its principal executive officer, principal financial officer and principal accounting officer by posting such information on its website, at the address and location specified below. In addition, the Board has adopted a set of Corporate Governance Guidelines as a framework within which the Board and its committees conduct business. The Company’s Corporate Governance Guidelines contain a majority voting policy, which requires a director nominee who receives, in an uncontested election, a number of votes “withheld” that is greater than the number of votes cast “for” his or her election to promptly offer to resign from the Board. The Board will accept the resignation absent exceptional circumstances. Unless the Board decides to reject the offer, the resignation will become effective 60 days after the date of the election. In making a determination whether to reject the offer or postpone the effective date, the Board will consider all factors it considers relevant to the best interests of the Company. A director who tenders a resignation pursuant to the Corporate Governance Guidelines will not participate in any meeting of the Board at which the resignation is considered. The Company will promptly issue a news release with the Board’s decision. Copies of the charters of the Audit Committee, the Human Resources and Compensation Committee and the Nominating and Corporate Governance Committee, as well the Code of Conduct and Corporate Governance Guidelines, are available free of charge at the Company’s website located at https://www.stagwellglobal.com/investors/corporate-governance/ . Copies are also available to any shareholder upon written request to One World Trade Center, Floor 65, New York, NY 10007, Attn: Investor Relations.

  18. Primary Compensation Elements

    Primary Compensation Elements The Company traditionally uses a mix of short- and long-term and fixed and variable elements in compensating the NEOs: base salary, annual cash bonus or stock incentives and long-term incentive awards. The Human Resources and Compensation Committee administers the long-term incentive program for our NEOs with the goal that all long-term equity awards granted to NEOs will either be subject to performance-based vesting requirements or will have value only to the extent that our stock price increases following the grant date, in addition to continued employment conditions. In limited situations, such as inducement grants, awards may include equity-based components that vest based solely on continued employment.

  19. Primary Compensation Elements

    | Pay Element | Description | Link to Business & Strategy | | BASE SALARY | • Fixed cash compensation recognizing individual performance, role and responsibilities, leadership skills, future potential and internal pay equity considerations • Set upon hiring or promotion, reviewed as necessary based on the facts and circumstances and adjusted when appropriate | • Competitive base salaries help attract and retain key executive talent • Any material adjustments are based on competitive market considerations, changes in responsibilities and individual performance | | ANNUAL INCENTIVES | • Performance-based cash or stock compensation dependent on performance against annually established financial targets and personal performance | • Our annual incentives motivate and reward achievement of annual corporate and personal objectives that build shareholder value | | LONG-TERM INCENTIVES | • Opportunity to earn equity long-term incentive awards, subject to continued employment, if the Company achieves financial performance goals (Adjusted EBITDA) over a three (3) year measurement period following the date of grant | • Like our annual incentives, our long-term incentives encourage senior leaders to focus on delivering on our key financial metrics, but do not encourage or allow for excessive or unnecessary risk-taking in achieving this aim • The long-term incentives also ensure that executives have compensation that is at risk for longer periods of time and is subject to forfeiture in the event that they terminate their employment • The long-term incentives also motivate executives to remain with the company for long and productive careers built on expertise | | INDUCEMENT AWARDS / CASH SIGNING BONUSES | • One-time awards granted to new executives in the form of stock appreciation rights (“SARs”), restricted stock and/or cash signing bonuses | • Attract talented, experienced executives to join and remain with the Company |

  20. Role of Compensation Consultant

    Role of Compensation Consultant The Human Resources and Compensation Committee did not retain a compensation consultant for 2023. For 2022, the Human Resources and Compensation Committee retained Mercer, a compensation consulting firm, to provide objective analysis, advice and information to the Human Resources and Compensation Committee, including competitive market data and recommendations related to our CEO and other executive officer compensation, including recommendations regarding annual and long-term incentive awards. Additionally, Mercer provided feedback to the Human Resources and Compensation Committee related to the compensation terms for our employment agreement with the CEO. Mercer reported to the Human Resources and Compensation Committee Chair and had direct access to Human Resources and Compensation Committee members. In accordance with Nasdaq listing standards and SEC regulations, the Human Resources and Compensation Committee assessed the independence of Mercer and determined that it was independent from management and that Mercer’s work did not raise any conflict of interest.

  21. Benchmarking of Compensation

    Benchmarking of Compensation In determining compensation opportunities and payments to executives, the Human Resources and Compensation Committee may, from time to time, review competitive opportunities, payments, practices and performance among a comparator group of companies. For 2022, we engaged in formal benchmarking of NEO compensation. The Human Resources and Compensation Committee did not update this benchmarking for 2023. We intend that, if our NEOs achieve individual and financial corporate objectives in a given year, they will earn total direct compensation that compares favorably with the total direct compensation earned by executives performing similar functions at comparator companies. The comparator group of peer marketing service companies used for 2022 was identified by Mercer and approved by the Human Resources and Compensation Committee. The group is comprised of the following publicly-traded companies in the advertising and media industry and ranging in size from approximately $1.0 billion to $5.8 billion in revenue (aligning with the post Business Combination size of the Company): Sinclair Broadcast Group; IAC/InterActiveCorp; Nexstar Media Group Inc.; TEGNA Inc.; Meredith Corporation; Gray Television, Inc.; Criteo S.A.; The E.W. Scripps Company; John Wiley & Sons; The New York Times Company; Clear Channel Outdoor Holdings, Inc.; Scholastic Corporation; and Audacy, Inc. We also considered published surveys and data regarding two of our competitors, Omnicom and The Interpublic Group of Companies, for reference purposes, but did not formally include them for benchmarking purposes given their size compared to the Company. The Human Resources and Compensation Committee considers benchmarking, survey and competitor data, among other factors, in determining executive compensation.

  22. Annual Incentive Awards

    Annual Incentive Awards The Company’s compensation program is designed to reward performance relative to corporate performance criteria and individual performance. In 2023, each NEO was eligible to earn an annual bonus in an amount equal to a percentage of his base salary plus a potential discretionary adjustment for exceptional performance. The Human Resources and Compensation Committee does not apply a formula or use a pre-determined weighting when comparing overall performance against the various individual objectives, and no single objective is material in determining individual awards. With respect to 2023 annual incentive awards, the Human Resources and Compensation Committee considered the Company’s 2023 Adjusted EBITDA and also considered the achievement of other strategic and operational goals. Based primarily on the Company’s 2023 Adjusted EBITDA level, the Human Resources and Compensation Committee determined not to pay annual cash incentives for 2023. However, the Human Resources and Compensation Committee determined that it was in the best interests of the Company to compensate the NEOs with additional equity incentives that vest after one year of additional service to the Company and, for Messrs. Lanuto, Greene and McElligott, cash retention bonuses conditioned on their continued employment through December 31, 2024. Accordingly, on March 8, 2024, the Human Resources and Compensation Committee awarded restricted stock units in the following amounts: Mr. Penn — 200,491; Mr. Leveton — 92,578; Mr. Lanuto — 21,472; Mr. Greene — 31,191; and Mr. McElligott — 15,912. These restricted stock units will vest on March 8, 2025, subject to the NEOs’ continued service through that date. The Human Resources and Compensation Committee also awarded cash retention bonuses in the following amounts: Mr. Lanuto — $333,984; Mr. Greene — $161,719; and Mr. McElligott — $82,500. In addition, in 2023, the Human Resources and Compensation Committee awarded cash bonuses of $500,000 to Mr. Penn and $200,000 to Mr. McElligott in recognition of their contributions to the successful disposition of the Company’s ConcentricLife subsidiary. With respect to 2022, instead of paying annual bonuses, the Human Resources and Compensation Committee determined that it was in the best interests of the Company to compensate the NEOs in the form of additional equity incentives and, on February 23, 2023, awarded shares of restricted stock in the following amounts: Mr. Penn — 177,951; Mr. Leveton — 90,843; Mr. Lanuto — 72,493; Mr. Greene — 65,816; and Mr. McElligott — 33,430. These shares of restricted stock vested on February 23, 2024. Similarly, with respect to 2021, the Human Resources and Compensation Committee determined that it was in the best interests of the Company to compensate the NEOs primarily in the form of additional equity incentives and, on February 28, 2022, awarded shares of restricted stock in the following amounts: Mr. Penn — 161,765; Mr. Leveton — 47,794; Mr. Lanuto — 21,875; and Mr. Greene — 6,596. These shares of restricted stock vested on February 28, 2023. The Human Resources and Compensation Committee also awarded annual cash bonuses in the following amounts: Mr. Lanuto — $446,250; and Mr. Greene — $134,550. In 2021, the Human Resources and Compensation Committee also awarded a cash bonus to Mr. Lanuto of $400,000, in acknowledgement of his efforts, working at the direction of the Special Committee of the Board, in completing the Business Combination.

  23. LTIP Awards

    LTIP Awards 2023 Stock LTIP. On February 23, 2023, the Human Resources and Compensation Committee awarded each NEO restricted stock grants under the Company’s 2016 Stock Incentive Plan as follows: Mr. Penn — 640,988 shares; Mr. Leveton — 131,722 shares; Mr. Lanuto — 136,265 shares; Mr. Greene — 50,145 shares; and Mr. McElligott — 20,349 shares (the “2023 Stock LTIP Awards”). Vesting for these awards is conditioned upon the Company’s level of achievement of Adjusted EBITDA, excluding the effect of acquisitions, over the performance period commencing on January 1, 2023 and ending on December 31, 2025 and the NEO’s continued employment until March 1, 2026. The cumulative Adjusted EBITDA target for the 2023 Stock LTIP is $1.425 billion. 2022 Stock LTIP. On August 15, 2022, the Human Resources and Compensation Committee awarded each NEO restricted stock grants under the Company’s 2016 Stock Incentive Plan as follows: Mr. Penn — 593,031 shares; Mr. Leveton — 144,861 shares; Mr. Lanuto — 149,857 shares; Mr. Greene — 55,148 shares; and Mr. McElligott — 22,379 shares (the “2022 Stock LTIP Awards”). Vesting for these awards is conditioned upon the Company’s level of achievement of Adjusted EBITDA, excluding the effect of acquisitions, over the performance period commencing on January 1, 2022 and ending on December 31, 2024 and the NEO’s continued employment until March 31, 2025. The cumulative Adjusted EBITDA target for the 2022 Stock LTIP is $1.425 billion. 2021 Stock LTIP. On October 15, 2021, the Human Resources and Compensation Committee awarded each NEO restricted stock grants under the Company’s 2016 Stock Incentive Plan as follows: Mr. Penn — 412,000 shares; Mr. Leveton — 86,000 shares; Mr. Lanuto — 92,000 shares; Mr. Greene — 41,000 shares; and Mr. McElligott — 12,000 shares (the “2021 Stock LTIP Awards”). Vesting for these awards was conditioned upon the Company’s level of achievement of Adjusted EBITDA, excluding the effect of acquisitions, over the performance period commencing on January 1, 2021 and ending on December 31, 2023 and the NEO’s continued employment until March 31, 2024. The cumulative Adjusted EBITDA target for the 2021 Stock LTIP was $1.1 billion. The Human Resources and Compensation Committee determined that the Company exceeded the Adjusted EBITDA target and 100% of the 2021 LTIP Awards vested on March 31, 2024. 2020 Stock LTIP Awards. On November 4, 2019, the Human Resources and Compensation Committee awarded each NEO restricted stock grants under the Company’s 2011 and 2016 Stock Incentive Plans as follows: Mr. Penn — 577,500 shares; and Mr. Lanuto — 99,000 shares (the “2020 Stock LTIP Awards”). Vesting for these awards was conditioned upon the Company’s level of achievement of EBITDA over the performance period commencing on January 1, 2020 and ending on December 31, 2020 and the NEO’s continued employment. These awards were subsequently modified on October 28, 2020. Approximately 5% of the 2020 Stock LTIP Awards were forfeited in February 2021 based on the Company’s level of achievement of EBITDA in 2020, with Mr. Penn and Mr. Lanuto retaining 549,051 and 94,123 restricted shares, respectively, eligible to vest subject to the service condition. The remaining shares held by Mr. Penn and Mr. Lanuto vested on January 3, 2023.

  24. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  25. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | All Other Compensation ($)(5) | Total ($) | | Mark Penn, Chief Executive Officer and Chairman | 2023 | 1,260,000 | 500,000 | 5,873,953 | 501,000 | 284,149 | 8,419,102 | | | 2022 | 1,060,000 | — | 5,388,179 | — | 296,559 | 6,744,738 | | | 2021 | 833,333 | 2,310,000 | 3,572,040 | 3,455,000 | 1,862,648 | 12,033,021 | | Jay Leveton, President | 2023 | 781,250 | — | 1,583,209 | — | 26,507 | 2,390,966 | | | 2022 | 725,000 | — | 1,379,188 | — | 16,359 | 2,120,547 | | | 2021 | 275,437 | 325,000 | 745,620 | — | 7,027 | 1,353,084 | | Frank Lanuto, Chief Financial Officer | 2023 | 625,000 | — | 1,488,935 | — | 20,843 | 2,134,778 | | | 2022 | 625,000 | — | 1,216,967 | | 31,723 | 1,873,690 | | | 2021 | 508,333 | 1,242,250 | 797,640 | — | 263,091 | 2,811,314 | | Ryan Greene, Chief Operating Officer | 2023 | 575,000 | — | 819,155 | | 52 | 1,394,207 | | | 2022 | 575,000 | — | 436,783 | — | 7,091 | 1,018,874 | | Peter McElligott, General Counsel | 2023 | 400,000 | 200,000 | 378,994 | — | 26,507 | 1,005,501 |

  26. SUMMARY COMPENSATION TABLE

    (1) The amounts in this column reflect actual base salaries paid to each NEO, taking into account any base salary increases described above under “Compensation Discussion and Analysis — Base Compensation.” (2) For 2023 and 2022, the Human Resources and Compensation Committee determined not to award annual discretionary cash bonuses to our NEOs and instead awarded restricted stock units and restricted stock during the following calendar year. Similarly, for 2021, the Human Resources and Compensation Committee determined not to award annual discretionary cash bonuses to Mr. Penn and Mr. Leveton, and to award a partial annual discretionary cash bonus to Mr. Lanuto, and instead awarded restricted stock. See “Compensation Discussion and Analysis — Annual Incentive Awards.” For Mr. Penn and Mr. McElligott, the amounts shown in the column for 2023 reflect cash bonuses of $500,000 and $200,000, respectively, in recognition of their contributions to the successful disposition of the Company’s ConcentricLife subsidiary. For Mr. Penn, the amount shown in the column for 2021 reflects a $2,310,000 discretionary long-term incentive cash bonus award that was accelerated in connection with the Business Combination. For Mr. Leveton, the amount shown in the column for 2021 reflects a signing bonus of $325,000 paid upon the commencement of Mr. Leveton’s employment with the Company. For Mr. Lanuto, the amount shown in the column for 2021 reflects (a) a $400,000 bonus paid in connection with the closing of the Business Combination, (b) a $396,000 discretionary long-term incentive cash bonus award that was accelerated in connection with the Business Combination and (c) a discretionary cash bonus of $446,250 granted by the Human Resources and Compensation Committee. (3) For each of the NEOs, amounts shown in the column for 2023, 2022 and 2021 reflect the grant date fair value, as determined in accordance with FASB Topic 718, of service-based restricted stock awards and the grant date fair value, assuming target (which is equal to maximum) performance, of performance-based restricted stock awards we granted to our NEOs. See “Compensation Discussion and Analysis — Annual Incentive Awards,” “Compensation Discussion and Analysis — 2023 Stock LTIP,” “Compensation Discussion and Analysis — 2022 Stock LTIP,” and “Compensation Discussion and Analysis — 2021 Stock LTIP.” For a discussion of the assumptions relating to these valuations, please see “Note 2 — Significant Accounting Policies” set forth in our annual report on Form 10-K for the year ended December 31, 2023. For Mr. Penn, the amount shown in the column for 2023 reflects the grant date fair value of 225,000 SARs granted on March 1, 2023 and the amount shown in the column for 2021 reflects the grant date fair value of 1,500,000 SARs granted on December 14, 2021, in each case as determined in accordance with FASB Topic 718. For a discussion of the assumptions relating to these valuations, please see “Footnote 2 — Significant Accounting Policies” set forth in our annual report on Form 10-K for the year ended December 31, 2023. The components of “all other compensation” for 2023 are set forth in the table below.

  27. SUMMARY COMPENSATION TABLE

    | Name | Health Benefits ($)(a) | Airfare ($)(b) | Total ($) | | Mark Penn | 26,699 | 257,450 | 284,149 | | Jay Leveton | 26,507 | — | 26,507 | | Frank Lanuto | 20,843 | — | 20,843 | | Ryan Greene | 52 | — | 52 | | Peter McElligott | 26,507 | — | 26,507 |

  28. SUMMARY COMPENSATION TABLE

    (a) The “Health Benefits” provided by the Company are payment of health insurance premiums for the employee and, as applicable, family members eligible for coverage. The amount in the “Airfare” column reflects $257,450 reimbursed to Mr. Penn in 2023 for private air travel on Company business.

  29. GRANT OF PLAN-BASED AWARDS DURING 2023

    GRANT OF PLAN-BASED AWARDS DURING 2023 The following table provides information with regard to each award of restricted stock and SARs granted to each named executive officer under our equity incentive plans during 2023.

  30. GRANT OF PLAN-BASED AWARDS DURING 2023

    | Name | Estimated Possible Payouts Under Equity Incentive Plan Awards(1) | | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | Grant Date | Threshold (#) | Target (#)(1) | Maximum (#) | | | | | | Mark Penn | 2/23/23 | 512,790 | 640,988 | 640,988 | | | | 4,640,753 | | | 2/23/23 | | | | 177,951 | | | 1,233,200 | | | 3/1/23 | | | | | 225,000 | 6.79 | 501,000 | | Jay Leveton | 2/23/23 | 105,378 | 131,722 | 131,722 | | | | 953,667 | | | 2/23/23 | | | | 90,843 | | | 629,542 | | Frank Lanuto | 2/23/23 | 109,012 | 136,265 | 136,265 | | | | 986,559 | | | 2/23/23 | | | | 72,493 | | | 502,376 | | Ryan Greene | 2/23/23 | 40,116 | 50,145 | 50,145 | | | | 363,050 | | | 2/23/23 | | | | 65,816 | | | 456,105 | | Peter McElligott | 2/23/23 | 16,279 | 20,349 | 20,349 | | | | 147,327 | | | 2/23/23 | | | | 33,430 | | | 231,667 |

  31. GRANT OF PLAN-BASED AWARDS DURING 2023

    (1) The amounts in the “Target” column represent the number of restricted shares that will be earned by each NEO under the 2023 Stock LTIP if the Company achieves the specified cumulative Adjusted EBITDA target over the performance period commencing on January 1, 2023 and ending on December 31, 2025 and subject to the NEO’s continued employment through March 1, 2026. None of the 2023 Stock LTIP restricted shares will be earned if the Company achieves less than 80% of the cumulative Adjusted EBITDA target over the performance period. If the Company achieves exactly 80% of the cumulative Adjusted EBITDA target over the performance period, each NEO will earn the number of restricted shares in the “Threshold” column. If the Company achieves actual cumulative Adjusted EBITDA between 80% and 100% of the cumulative Adjusted EBITDA target, then the applicable NEO will earn from 80% to 100% of the number of restricted shares in the “Target” column based on a straight-line interpolation for actual cumulative Adjusted EBITDA between 80% and 100% of the cumulative Adjusted EBITDA target. If the Company achieves actual cumulative Adjusted EBITDA equal to or greater than 100% of the cumulative Adjusted EBITDA target, then the applicable NEO will earn the number of restricted shares in the “Target” column. See “Compensation Discussion and Analysis — 2023 Stock LTIP.” (2) Indicates number of restricted shares granted on this date, which will vest on the first anniversary of the grant date. (3) Indicates number of SARs granted on this date, which will vest and become exercisable in equal installments (each consisting of 75,000 underlying shares) on each of the first three anniversaries of the grant date and which will expire on the fifth anniversary of the grant date. (4) The grant date values are determined in accordance with FASB Topic 718, assuming target (which is equal to maximum) performance for performance-based awards. Additional information regarding awards of restricted shares made to our NEOs in 2023 is contained in “Compensation Discussion and Analysis — 2023 Stock LTIP” and “Compensation Discussion and Analysis — Annual Incentive Awards.”

  32. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

  33. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | Option Awards | | | | Stock Awards | | | | | Name (a) | Number of Securities Underlying Unexercised SARs (#) Exercisable(1)(2) (b) | Number of Securities Underlying Unexercised SARs (#) Unexercisable(2) (c) | SAR Exercise Price ($) (d) | SAR Expiration Date (e) | Number of Shares or Units of Stock that Have Not Vested (#)(3) (f) | Market Value of Shares or Units of Stock that Have Not Vested ($)(4) (g) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(5) (h) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(4) (i) | | Mark Penn | 1,000,000 | | 2.19 | 3/18/2024 | | | | | | | 1,000,000 | 500,000 | 8.27 | 12/14/2026 | | | | | | | | 225,000 | 6.79 | 3/1/2028 | | | | | | | | | | | 177,951 | 1,179,815 | 1,646,019 | 10,913,106 | | Jay Leveton | | | | | 90,843 | 602,289 | 362,583 | 2,403,925 | | Frank Lanuto | | | | | 72,493 | 480,629 | 378,122 | 2,506,949 | | Ryan Greene | | | | | 65,816 | 436,360 | 146,293 | 969,923 | | Peter McElligott | | | | | 58,430 | 387,390 | 54,728 | 362,847 |

  34. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    * Notwithstanding the vesting schedules provided in the footnotes below, as described under “Employment Agreements” and “Potential Payments upon Termination or Change in Control,” the NEOs’ SARs and restricted shares are subject to accelerated vesting in certain circumstances. (1) For Mr. Penn represents SARs that have vested but remain unexercised. (2) On December 14, 2021, Mr. Penn received 1,500,000 SARs that are exercisable only in exchange for cash with a base price of $8.27 per underling share. Mr. Penn also received 225,000 SARs on March 1,2023 with a base price of $6.79 per underlying share. Each of these SARs awards become vested and exercisable in full in three equal installments on each of the first three (3) anniversaries of the grant date, subject to Mr. Penn’s continued employment with the Company through each vesting date and expire on the fifth anniversary of the grant date. (3) For Mr. Penn, consists of 177,951 restricted shares that vested in full on February 23, 2024. For Mr. Leveton, consists of 90,843 restricted shares that vested in full on February 23, 2024. For Mr. Lanuto, consists of 72,493 restricted shares that vested in full on February 23, 2024. For Mr. Greene, consists of 65,816 restricted shares that vested in full on February 23, 2024. For Mr. McElligott, consists of 33,430 restricted shares that vested in full on February 23, 2024 and 25,000 restricted shares that vested in full on April 14, 2024. (4) The amounts shown in these columns are based on the closing price of the Company’s common stock on December 29, 2023. For Mr. Penn, consists of a target of 412,000 restricted shares that vested in full on March 31, 2024, a target of 593,031 restricted shares that will vest on March 31, 2025, subject to achievement of performance conditions and continued employment, and a target of 640,988 restricted shares that will vest on March 1, 2026, subject to achievement of performance conditions and continued employment. For Mr. Leveton, consists of a target of 86,000 restricted shares that vested in full on March 31, 2024, a target of 144,861 restricted shares that will vest on March 31, 2025, subject to achievement of performance conditions and continued employment, and a target of 131,722 restricted shares that will vest on March 1, 2026, subject to achievement of performance conditions and continued employment. For Mr. Lanuto, consists of a target 92,000 restricted shares that vested in full on March 31, 2024, a target of 149,857 restricted shares that will vest on March 31, 2025, subject to achievement of performance conditions and continued employment, and a target of 136,265 restricted shares that will vest on March 1, 2026, subject to achievement of performance conditions and continued employment. For Mr. Greene, consists of a target of 41,000 restricted shares that vested in full on March 31, 2024, a target of 55,148 restricted shares that will vest on March 31, 2025, subject to achievement of performance conditions and continued employment, and a target of 50,145 restricted shares that will vest on March 1, 2026, subject to achievement of performance conditions and continued employment. For Mr. McElligott, consists of a target of 12,000 restricted shares that vested in full on March 31, 2024, a target of 22,379 restricted shares that will vest on March 31, 2025, subject to achievement of performance conditions and continued employment, and a target of 20,349 restricted shares that will vest on March 1, 2026, subject to achievement of performance conditions and continued employment.

  35. OPTION EXERCISES AND STOCK VESTED IN 2023

    OPTION EXERCISES AND STOCK VESTED IN 2023 The table below sets forth information concerning the exercise of SARs and vesting of restricted shares for each named executive officer during 2023.

  36. OPTION EXERCISES AND STOCK VESTED IN 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Mark Penn | 500,000 | 3,000,000 | 710,816 | 4,521,233 | | Jay Leveton | — | — | 47,794 | 328,345 | | Frank Lanuto | 450,000 | 1,577,250 | 115,998 | 734,785 | | Ryan Greene | — | — | 6,596 | 45,315 | | Peter McElligott | — | — | 5,561 | 38,204 |

  37. OPTION EXERCISES AND STOCK VESTED IN 2023

    (1) Value realized on exercise is equal to the number of SARs exercised multiplied by an amount equal to (i) the market value of our Class A Common Stock at exercise less (ii) the base price. (2) Value realized on vesting of restricted shares is equal to the number of restricted shares vested multiplied by the market value of our Class A Common Stock at vesting.

  38. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL We have entered into an employment agreement with each of our NEOs, except for Mr. McElligott. Under these agreements, we are required to pay severance benefits in connection with specified terminations of employment, including specified terminations in connection with a change in control of the Company. See “Executive Compensation — Employment Agreements.” In addition, our grants agreements for awards of restricted shares provide for the accelerated vesting of awards in connection with specified terminations of employment, death or disability. Annual Incentive Awards. On February 23, 2023, our Human Resources and Compensation Committee awarded shares of restricted stock to our NEOs (the “2023 Annual Incentive Awards”). The grant agreements for the 2023 Annual Incentive Awards provide that the restricted shares will vest in full on a termination by the Company of the NEO’s employment without “Cause,” as defined in the applicable grant agreement, or by the NEO for “Good Reason,” if included in the applicable NEO’s employment agreement. The grant agreements further provide that the restricted shares will vest in full on the NEO’s death or disability. LTIP Awards. The grant agreements for the 2023 Stock LTIP Awards, the 2022 Stock LTIP Awards and the 2021 Stock LTIP Awards (collectively, the “LTIP Awards”) provide that, in the event of (i) termination of the NEO’s employment without “Cause,” as defined in the applicable grant agreement, or by the NEO for “Good Reason,” if included in the applicable NEO’s employment agreement, in each case within one year following a “Change in Control” (as defined in the Company’s 2016 Stock Incentive Plan), or (ii) the death or disability of the NEO, 100% of the target number of restricted shares will vest. In the event that the NEO’s employment is terminated without “Cause” (other than in connection with a “Change in Control”) or the NEO resigns for “Good Reason,” a prorated number of restricted shares will vest, in an amount equal to the product of (x) the number of restricted shares, if any, that would otherwise vest in accordance with the applicable performance conditions and (y) a fraction, the numerator of which will be the number of full months of service completed by the executive officer during the applicable service period as provided in the grant agreement, and the denominator of which will be the length in months of the applicable service agreement. The following tables show the benefits each of our NEOs would have received if the NEO’s employment had been terminated as of December 31, 2023, by us without “Cause,” or by the NEO for “Good Reason” (each as defined in the applicable employment agreement or grant agreement), both within one year following a “Change in Control” (a “Change in Control Period”) and outside a Change in Control Period, as well as the benefits each of our NEOs would have received if the NEO’s employment had terminated upon death or disability.

  39. CEO PAY RATIO

    CEO PAY RATIO The fiscal 2023 total compensation of our median employee was $104,773, based on compensation of all employees who were employed as of December 31, 2023, other than our CEO Mark Penn. As disclosed in the Summary Compensation Table, Mr. Penn’s total 2023 annual compensation was $8,419,102. Therefore, the ratio of these amounts (our “pay ratio”) in fiscal year 2023 was approximately 1-to-80. We believe this ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records, using the methodology described below. Because we had no changes to our employee population or compensation arrangements that would significantly impact our pay ratio disclosure, the employee representing the median paid employee for 2023 is the same employee selected for 2022. • We selected December 31, 2022 as the effective date for identifying our median employee in accordance with applicable SEC rules. Base compensation is our consistently applied compensation measure used to identify the median employee. We extracted the compensation data above for each employee active as of December 31, 2022 classified as full-time, part-time or intern for the 12-month period beginning January 1, 2022 and ending December 31, 2022. • We annualized compensation of all newly hired employees based on the compensation they earned from their hire date through December 31, 2022. • We converted earnings of our non-U.S. employees to U.S. dollars using the average currency exchange rates in effect during the period. • We did not make any cost-of-living adjustments. • We used the Summary Compensation Table total compensation for Mr. Penn, and we computed the median employee’s pay based on the same criteria used for determining Mr. Penn’s total compensation in the Summary Compensation Table. The SEC’s rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as each company’s pay ratio is based on its unique employee population, compensation practices and calculation methodology.

  40. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Executive Compensation — Compensation Discussion and Analysis section of this Proxy Statement.

  41. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs $(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (thousands) ($)(7) | Adjusted EBITDA (thousands) ($)(8) | | | | | | | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | | | | 2023 | 8,419,102 | 6,837,866 | 1,731,363 | 1,675,719 | 238.49 | 130.12 | 41,642 | 360,139 | | 2022 | 6,744,738 | 2,879,657 | 1,436,509 | 1,107,663 | 223.38 | 89.87 | 50,044 | 451,118 | | 2021 | 12,033,021 | 17,568,768 | 3,522,493 | 4,033,069 | 311.87 | 146.96 | 35,920 | 253,652 | | 2020 | 1,795,681 | 1,509,786 | 1,311,866 | 1,232,962 | 90.29 | 129.11 | (207,197) | 177,332 |

  42. PAY VERSUS PERFORMANCE

    (1) Represents the amount of total compensation reported for Mr. Penn (our Chief Executive Officer and Chairman) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Summary Compensation Table.” Represents the amount of “compensation actually paid” to Mr. Penn for each corresponding year, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Penn during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Penn’s total compensation for each year to determine the “compensation actually paid”:

  43. PAY VERSUS PERFORMANCE

    | Year | Reported Summary Compensation Table Total for Current PEO ($)(a) | Reported Summary Compensation Table Value of Current PEO Equity Awards ($)(b) | Adjusted Value of Current PEO Equity Awards ($)(c) | Compensation Actually Paid to Current PEO ($) | | 2023 | 8,419,102 | 6,374,953 | 4,793,717 | 6,837,866 | | 2022 | 6,744,738 | 5,388,179 | 1,523,098 | 2,879,657 | | 2021 | 12,033,021 | 7,027,040 | 12,562,787 | 17,568,768 | | 2020 | 1,795,681 | 134,673 | (151,222) | 1,509,786 |

  44. PAY VERSUS PERFORMANCE

    The formula for the above table is as follows: (a) – (b) + (c) = (d) (a) Represents the amount of total compensation reported for Mr. Penn for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Summary Compensation Table” from the Company’s proxy statement for the applicable year. (b) Represents the grant date fair value of equity awards granted to Mr. Penn reported in the “Option Awards” and “Stock Awards” columns in the Summary Compensation Table for each year. For 2021, does not include accelerated equity awards on change in control reported in the “All Other Compensation” column. Refer to “Executive Compensation — Summary Compensation Table” from the Company’s proxy statement for the applicable year. (c) Represents an adjustment to the amounts in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year (a “Subject Year”). For a Subject Year, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for Mr. Penn to arrive at “compensation actually paid” to Mr. Penn for that Subject Year. The adjusted amount is determined by adding (or subtracting, as applicable) the following for that Subject Year: (i) the year-end fair value of any equity awards granted in that Subject Year that are outstanding and unvested as of the end of the Subject Year; (ii) the amount of change as of the end of the Subject Year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the Subject Year; (iii) for awards that are granted and vest the Subject Year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the Subject Year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the Subject Year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the Subject Year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the Subject Year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts added or subtracted to determine the adjusted amount are as follows:

  45. PAY VERSUS PERFORMANCE

    | Year | Year End Fair Value of Equity Awards Granted to Current PEO in the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted to Current PEO in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted to Current PEO in the Year and Vested in the Year ($) | Change in Fair Value of Equity Awards Granted to Current PEO in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards of Current PEO that Failed to Meet Vesting Conditions in the Year ($) | Total Adjusted Value of Equity Awards of Current PEO ($) | | 2023 | 5,858,019 | (561,067) | — | (503,235) | — | 4,793,717 | | 2022 | 4,687,283 | (2,924,185) | — | (240,000) | — | 1,523,098 | | 2021 | 7,437,040 | 3,382,154 | — | 1,815,000 | (71,407) | 12,562,787 | | 2020 | 359,703 | (310,925) | — | (200,000) | — | (151,222) |

  46. PAY VERSUS PERFORMANCE

    (3) Represents the average of the amounts reported for the Company’s named executive officers as a group (excluding Mr. Penn for each year) in the “Total” column of the Summary Compensation Table in each applicable year. Refer to “Executive Compensation — Summary Compensation Table.” The names of each of the named executive officers (excluding Mr. Penn for each year) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Jay Leveton (our President), Frank Lanuto (our Chief Financial Officer), Ryan Greene (our Chief Operating Officer) and Peter McElligott (our General Counsel); (ii) for 2022, Jay Leveton (our President), Frank Lanuto (our Chief Financial Officer), Ryan Greene (our Chief Operating Officer) and Vincenzo DiMaggio (our Chief Accounting Officer; (iii) for 2021, Jay Leveton (our President), Frank Lanuto (our Chief Financial Officer) and David Ross (our former General Counsel & EVP Strategy and Corporate Development); and for (iv) for 2020, Frank Lanuto (our Chief Financial Officer) and David Ross (our former General Counsel & EVP Strategy and Corporate Development). (4) Represents the average amount of “compensation actually paid” to the named executive officers as a group (excluding Mr. Penn for each year), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Mr. Penn for each year) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the named executive officers as a group (excluding Mr. Penn for each year) total compensation for each year to determine the “compensation actually paid”:

  47. PAY VERSUS PERFORMANCE

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($)(a) | Average Reported Summary Compensation Table Value of Non-PEO NEO Equity Awards ($)(b) | Average Non-PEO NEO Adjusted Value of Equity Awards ($)(c) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 1,731,363 | 1,067,573 | 1,011,929 | 1,675,719 | | 2022 | 1,436,509 | 822,506 | 493,660 | 1,107,663 | | 2021 | 3,522,493 | 514,420 | 1,024,996 | 4,033,069 | | 2020 | 1,311,866 | 111,388 | 32,484 | 1,232,962 |

  48. Pension Benefits in 2023

    Pension Benefits in 2023 We do not provide our NEOs with any defined benefit or defined contribution pension arrangements.

  49. Non-Qualified Deferred Compensation In 2023

    Non-Qualified Deferred Compensation In 2023 We do not maintain any non-qualified deferred compensation plans for our NEOs.

  50. Indebtedness of Directors and Executive Officers

    Indebtedness of Directors and Executive Officers There is currently no indebtedness owed to the Company by any of our directors or executive officers, and there was no such indebtedness owed to us since January 1, 2023. The Company’s Corporate Governance Guidelines prohibit the Company from making any personal loans or extensions of credit to directors or executive officers of the Company.