DEF 14A of AMC Global Media Inc.
Filed Apr 30, 2026 · FY20250001193125-26-194208
Director Nominees
Director Nominees The board of directors of AMC Global Media (the “Board of Directors” or “Board”) has nominated ten director candidates: three Class A nominees and seven Class B nominees. Each director is nominated for a term to expire at the 2027 annual meeting of the Company’s stockholders. Our directors have significant management, leadership and industry experience. In addition to these valuable attributes, our independent Class A nominees, elected by our Class A stockholders, also bring extensive knowledge of the media industry, enabling them to provide effective independent oversight of strategy and management’s execution of strategic initiatives, which is complemented by the valuable institutional knowledge of the Company that our Class B nominees, elected by our Class B stockholders provide. 40% of our director nominees are independent directors. See Proposal 1 — Election of Directors, “Directors Elected By Class A Common Stockholders” and “Directors Elected By Class B Common Stockholders” in this proxy statement for detailed information about each director’s background, skills and qualifications.
Director Nominees
| Name | Director Since | Principal Occupation | Committees | | Directors Elected By Class A Common Stockholders | | | | | Matthew C. Blank | 2022 | • Consultant, The Raine Group, LLC and Cumulus Media, Inc. | Compensation Audit | | Debra G. Perelman | 2023 | • Managing Partner, InviNext Growth Partners | Audit | | Carl E. Vogel | 2013 | • Private Investor • Industry Advisor, KKR & Co Inc. | Compensation (Chair) Audit (Chair) | | Directors Elected By Class B Common Stockholders | | | | | James L. Dolan Chairman of the Board of Directors | 2011 | • Executive Chairman and Chief Executive Officer, Madison Square Garden Entertainment Corp. Madison Square Garden Sports Corp. and Sphere Entertainment Co. | — | | Christopher J. Cox | 2024 | • Founder and principal of Cox ADR LLC • Former partner with Hogan Lovells LLP | — | | Aidan J. Dolan | 2021 | • Manager and Performer, Upright Man | — | | Kristin Dolan | 2026 | • Chief Executive Officer of AMC Global Media Inc. | — | | Thomas C. Dolan | 2011 | • Former Executive Vice President-Strategy and Development, Office of the Chairman, Cablevision Systems Corporation | — |
Director Nominees
| Name | Director Since | Principal Occupation | Committees | | Directors Elected By Class B Common Stockholders | | | | | Brian G. Sweeney | 2011 | • Former President and Chief Financial Officer, Cablevision Systems Corporation | — | | Vincent Tese | 2016 | • Former Chairman of ICE Clear Credit LLC • Former Chief Executive Officer of the New York State Urban Development Corporation • Former Executive Chairman of FCB Financial Holdings Inc. and its subsidiary Florida Community Bank | Compensation |
Director Compensation
Director Compensation The following table describes the components of the non-employee director compensation program in effect during 2025:
Director Compensation
| Compensation Element* | Compensation Program | | Annual Retainer | $70,000 | | Annual Equity Retainer** | $135,000 in RSUs that vest on the date of grant and settle 90 days after service on the Board ceases | | Annual Non-Executive Chairman Fee | $200,000 | | Annual Committee Retainer Fees | $25,000 | | Chair Fee | $35,000 | | Meeting Fees | $2,000 per meeting |
Director Compensation
| * Includes any non-standing committee of the Board that may be established from time to time. A director who is a Company employee receives no additional compensation for serving as a director. |
Director Compensation
| ** Each director annual grant of RSUs is determined by dividing the value of the annual equity retainer by the twenty trading day average closing price on the day prior to the annual stockholders’ meeting. |
2025 Director Compensation Table
2025 Director Compensation Table The table below summarizes the total compensation paid to or earned by each of our non-employee directors from January 1, 2025 through December 31, 2025. Directors who are employees of the Company receive no additional compensation for service as directors.
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation (4) | Total ($) | | Matthew C. Blank(5) | 105,586 | 139,880 | — | 245,466 | | Joseph Cohen | 82,000 | 139,880 | — | 221,880 | | Christopher J. Cox | 82,000 | 139,880 | — | 221,880 | | Aidan Dolan | 82,000 | 139,880 | — | 221,880 | | James L. Dolan | 280,000 | 139,880 | — | 419,880 | | Patrick F. Dolan(6) | 44,890 | 139,880 | — | 184,770 | | Thomas C. Dolan | 82,000 | 139,880 | — | 221,880 | | Stephen C. Mills | 78,000 | 139,880 | — | 217,880 | | Debra G. Perelman | 115,000 | 139,880 | — | 254,880 | | Brian G. Sweeney | 82,000 | 139,880 | — | 221,880 | | Vincent Tese | 123,000 | 139,880 | — | 262,880 | | Leonard Tow(7) | 106,040 | 139,880 | — | 245,920 | | Carl E. Vogel(8) | 190,286 | 139,880 | — | 330,166 |
2025 Director Compensation Table
| (1) These amounts represent base fees, meeting fees and committee fees earned. The amounts reported do not include the Company’s reimbursement of reasonable out-of-pocket expenses incurred by each non-employee director in attending Board and Committee meetings. |
2025 Director Compensation Table
| (2) This column reflects the fair market value of 21,194 RSUs granted to each non-employee director on June 5, 2025 based on the closing stock price of $6.60 on that date, as calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. |
2025 Director Compensation Table
| (3) For each non-employee director, the aggregate number of RSUs held as of December 31, 2025 is as follows: Mr. Matthew Blank, 44,364 units; Mr. Joseph Cohen, 43,852 units; Mr. Christopher J. Cox, 34,162 units; Mr. Aidan Dolan 46,345 units; Mr. James L. Dolan, 71,478 units; Mr. Patrick F. Dolan, 0 units; Mr. Thomas C. Dolan, 71,478 units; Mr. Stephen C. Mills, 29,236 units; Ms. Debra G. Perelman, 40,206 units; Mr. Brian G. Sweeney, 71,478 units; Mr. Vincent Tese, 59,941 units; Dr. Leonard Tow, 0 units; and Mr. Carl E. Vogel, 65,174 units. |
2025 Director Compensation Table
| (4) The Company encourages its directors to attend certain events relating to its business at the Company’s expense to gain a better understanding of the Company’s business and products. The value of these benefits is not included in the table as permitted by SEC rules because the aggregate amount of perquisites did not exceed $10,000 for any director. |
2025 Director Compensation Table
| (5) Reflects compensation for Mr. Matthew C. Blank’s service as a member of the Audit and Compensation Committees from September 23 through December 31, 2025. |
2025 Director Compensation Table
| (6) Reflects compensation for Mr. Patrick F. Dolan’s service as a non-employee director from January 1 through August 1, 2025. |
2025 Director Compensation Table
| (7) Reflects compensation for Dr. Leonard Tow’s service as a non-employee director and a member of the Audit and Compensation Committees from January 1 through August 10, 2025, and as chair of the Compensation Committee from January 1 through June 5, 2025. |
2025 Director Compensation Table
| (8) Reflects compensation for Mr. Carl E. Vogel’s service as chair of the Compensation Committee from June 5 through December 31, 2025. |
PROPOSAL 1 — ELECTION OF DIRECTORS
PROPOSAL 1 — ELECTION OF DIRECTORS Joseph M. Cohen and Stephen C. Mills will not be standing for re-election at the 2026 annual meeting of the Company’s stockholders. The Company has benefited greatly from the distinguished service and outstanding contributions of Messrs. Cohen and Mills during their Board tenure. The size of the Board will be reduced from twelve to ten members as of the 2026 Annual Meeting of Stockholders. The Board has nominated ten of the Company’s twelve current directors for election or re-election to the Board. Of the ten nominees for director, three are to be elected by the Class A stockholders and seven are to be elected by the Class B stockholders. The ten director nominees, other than Kristin Dolan, are standing for re-election and were elected by the respective Class A and Class B stockholders at the 2025 annual meeting of the Company’s stockholders held on June 5, 2025. Kristin Dolan, who was appointed as a Class B Director on March 11, 2026, is standing for election by the Class B Stockholders. All director nominees are hereby nominated for a term to expire at the 2027 annual meeting of the Company’s stockholders. The Company representatives appointed by the Board (the persons named in the proxy card, or, if applicable, their substitutes) will vote your shares as you instruct. If you sign your proxy card and return it without indicating how you would like to vote your shares, your shares will be voted to elect each of the director nominees below, as applicable based on whether you are a holder of Class A Common Stock or Class B Common Stock. If a nominee for election as a director by the Class A stockholders becomes unavailable before the election, the Company representatives named in the Class A proxy card will be authorized to vote for a replacement nominee for election as a director by the Class A stockholders if the Board names one. If a Class B director nominee becomes unavailable before the election, the persons named in the Class B proxy card will be authorized to vote for a replacement Class B director nominee if the Board names one. The Board unanimously recommends that you vote FOR each of the following candidates:
Director Nominees Elected By Class A Common Stockholders
Director Nominees Elected By Class A Common Stockholders
Director Nominees Elected By Class B Common Stockholders
Director Nominees Elected By Class B Common Stockholders
2025 Performance Continues to Drive Long-Term Financial Results
2025 Performance Continues to Drive Long-Term Financial Results In 2025, AMC Global Media continued to adapt and innovate amidst a competitive and fast changing media environment. We are pleased and encouraged by the progress we made in 2025 to continue to focus the business around free cash flow generation as we prioritize three key areas that we believe will drive our business forward – high-quality programming, innovative distribution partnerships and profitability. Key highlights for 2025 include:
2025 Performance Continues to Drive Long-Term Financial Results
| • | Net cash provided by operating activities of $306 million |
2025 Performance Continues to Drive Long-Term Financial Results
| • | Free cash flow(1)(3)(4) of $272 million |
2025 Performance Continues to Drive Long-Term Financial Results
| • | Operating income of $133 million |
2025 Performance Continues to Drive Long-Term Financial Results
| • | AOI(2)(3) of $412 million |
2025 Performance Continues to Drive Long-Term Financial Results
| • | Net revenues of $2.31 billion |
2025 Performance Continues to Drive Long-Term Financial Results
| (1) Free cash flow is a non-GAAP financial measure and is defined as net cash provided by operating activities less capital expenditures. |
2025 Performance Continues to Drive Long-Term Financial Results
| (2) The Company defines AOI, which is a non-GAAP financial measure, as operating income (loss) before depreciation and amortization, cloud computing amortization, share-based compensation expense or benefit, impairment charges (including gains or losses on sales or dispositions of business), restructuring and other related charges and including the Company’s proportionate share of adjusted operating income (loss) from majority-owned equity method investees. Because it is based on operating income (loss), AOI also excludes interest expense (including cash interest expense) and other non-operating income and expense items. |
2025 Performance Continues to Drive Long-Term Financial Results
| (3) For a reconciliation of these non-GAAP figures with the corresponding GAAP figures, please see Annex A. |
2025 Performance Continues to Drive Long-Term Financial Results
| (4) From time to time, certain adjustments are made to neutralize the impact of certain business items upon free cash flow which are not forecasted in the Company’s budget. |
2025 Performance Continues to Drive Long-Term Financial Results
Our incentive compensation is largely determined by successful performance against several of these financial measures and is designed to promote the creation of long-term stockholder value. In recent years, as a result of the complex operating environment and rapidly changing media industry, AMC Global Media’s Board and management have deliberately shifted the Company’s strategy to focus on maximizing the availability and monetization of its content across a broad array of distribution platforms. To align with this shift, the Company has prioritized AOI and free cash flow as the primary indicators of performance against this evolved strategy to deliver stockholder value. In order to further the meaningful link between the execution of its new strategy and our NEOs’ compensation, for the Company’s past few performance years, the Compensation Committee has used AOI and free cash flow as the two key financial measures in calculating annual and long-term cash incentive compensation. Given the continued importance of these metrics to the achievement of our Company strategy, the Compensation Committee determined to maintain AOI and free cash flow as key financial measures for its 2025 annual incentive program, but decided to add net revenues as an additional key financial metric to the program. The addition of net revenues reflects the importance of top-line growth as the Company continues to successfully monetize its content across distribution platforms and demonstrate sustainable demand for its offerings in an evolving media landscape. Along with the continued use of AOI and free cash flow, the annual incentive plan underscores the importance of delivering on the Company’s strategy, aligns executives’ interests with those of stockholders, and demonstrates a consistent pay-for-performance approach as management executes on key strategic initiatives to drive long-term value. As in previous years, the Company identified four strategic organizational goals for the annual incentive plan in addition to key financial performance measures: (i) grow asset value through preservation and expansion of intellectual property, (ii) drive streaming growth and audience engagement, (iii) drive a high-performing organization and culture and (iv) improve customer, partner and internal stakeholder experiences. These strategic goals are critical to Company achievement of the financial goals and support our continued strategic evolution. The Compensation Committee weighted the combined key financial performance measures at 75%, with a 30% weighting for each of free cash flow and AOI and a 15% weighting for net revenues. The Compensation Committee weighted the combined strategic goals at 25%, with an equal 6.25% for each goal. In order to be responsive to stockholder perspectives, we have continued to evaluate and enhance our disclosure over time to provide insight into the Compensation Committee’s evaluation of achievement against strategic goals. For more information on weightings and key performance highlights across selected financial and strategic goals, see “2025 Annual Incentive Program Awards” on page 42. The chart below provides the Company’s performance for certain financial measures in 2023, 2024 and 2025 that were used for our Annual Incentive Plan and/or our long-term incentive awards. The following are several of our 2025 achievements:
2025 Performance Continues to Drive Long-Term Financial Results
| • | The Company achieved net cash provided by operating activities of $306 million and free cash flow of $272 million. |
2025 Performance Continues to Drive Long-Term Financial Results
| • | The Company’s streaming revenues increased to $677 million in 2025, reflecting a 12% increase from the prior year. |
2025 Performance Continues to Drive Long-Term Financial Results
| • | The Company strengthened its balance sheet by reducing long-term debt by $591 million. |
2025 Performance Continues to Drive Long-Term Financial Results
| • | We completed significant affiliate renewal activity, representing more than a third of our subscriber footprint in the US and Canada, including long-term agreements with DirecTV, National Content & Technology Cooperative, Philo, and Eastlink in Canada, among others. |
2025 Performance Continues to Drive Long-Term Financial Results
| • | We advanced our targeted streaming business across multiple fronts by launching a new unscripted service All Reality, relaunching Sundance Now as the definitive streaming home for independent film, and surpassing one million paid subscribers for HIDIVE. |
2025 Performance Continues to Drive Long-Term Financial Results
| • | We acquired the outstanding minority interest in RLJ Entertainment providing the Company with 100% ownership of important RLJ Entertainment assets including Acorn TV, ALLBLK, RLJE Films and a substantial investment in Agatha Christie Limited. |
2025 Performance Continues to Drive Long-Term Financial Results
| • | We continued to expand our fast-growing FAST channels business, which included 33 total live FAST channel brands representing 215 active channel feeds on 23 different platforms at year end. |
2025 Performance Continues to Drive Long-Term Financial Results
| • | We engaged audiences with a high-quality slate of original programming across our networks and streaming services, including: AMC/AMC+’s Dark Winds, The Walking Dead: Daryl Dixon, The Walking Dead: Dead City, Anne Rice’s Talamasca: The Secret Order and Anne Rice’s Mayfair Witches; Acorn TV’s Irish Blood, Art Detectives and Harry Wild; We TV’s Love After Lockup and The Braxtons; HIDIVE’s anime hits My Gift Lvl 9999 Unlimited Gacha and Call of the Night; Shudder’s Clown in a Cornfield and Dangerous Animals and IFC Films’ The Baltimorons and The Plague, among many others. |
2025 Performance Continues to Drive Long-Term Financial Results
We received recognition for our content, including:
2025 Performance Continues to Drive Long-Term Financial Results
| • | Anne Rice’s Interview with the Vampire (AMC/AMC+): Emmy Awards nomination (for hair and makeup) and Television Critics Awards nominations (for Outstanding and Individual Achievement in Drama) |
2025 Performance Continues to Drive Long-Term Financial Results
| • | The Ugly Stepsister (Independent Film Company): Academy Awards nomination |
2025 Performance Continues to Drive Long-Term Financial Results
| • | The Walking Dead Universe (AMC/AMC+): Saturn Awards win |
2025 Performance Continues to Drive Long-Term Financial Results
| • | Planet Earth, Asia (BBC America): Emmy Awards nominations |
2025 Performance Continues to Drive Long-Term Financial Results
| • | The Plague (Independent Film Company): Directors Guild Awards nomination and win: Film Independent Spirit Awards nominations and win; and Critics Choice Award nominations |
2025 Key Compensation Decisions
| Topic | Committee Action | Committee Rationale | | Annual Incentive Bonus Pool | Approved the 2025 annual incentive bonus payouts at 101% | To reflect the Company’s performance for 2025, the Compensation Committee approved the payout of the annual incentive bonuses to the NEOs at 101% of target, based on the Company’s overall corporate performance, which was calculated based on the Company’s achievement of its (i) pre-established free cash flow, AOI and net revenues financial targets and (ii) four strategic goals. | | 2023-2025 Cash Performance Awards Payout | Certified Company’s achievement against performance objectives and approved payout at 106.1% for the Company’s 2023 cash performance awards | To reflect the Company’s financial performance over the three-year period of 2023 through 2025, the Compensation Committee certified and approved the performance of its cash performance awards, which was calculated by averaging the achievement of three one year performance periods (2023, 2024, and 2025) against the Company’s specified targets of AOI and free cash flow measures and then adjusting the average by performance modifiers based on the Company’s linear subscribers and share of audience among a comparator group at the end of the three-year performance period resulting in an overall payout of these awards at 106.1% of target. |
Compensation Governance Practices
| ✓ | Align pay and performance | | ✓ | Majority of compensation is at risk | | ✓ | Engage in rigorous target-setting process for incentive metrics | | ✓ | Prohibit hedging and short sales by all employees | | ✓ | Require pre-approval of buying and selling by directors and executive officers | | ✓ | No excise tax gross up provisions | | ✓ | No dividends or dividend equivalents on unvested equity awards | | ✓ | Maintain a clawback policy for erroneously awarded compensation to our executive officers compliant with SEC rules and include additional clawback provisions in our equity awards | | ✓ | Stockholder feedback incorporated into compensation program reviews | | ✓ | Retention of an independent compensation consultant |
Philosophy and Objectives of Our Executive Compensation Program
| • | Incentive compensation for the Company’s executive officers should generally be weighted more heavily on long-term rather than short-term accomplishments and results; |
Philosophy and Objectives of Our Executive Compensation Program
The primary elements of 2025 executive compensation were base salary, an annual cash incentive award and long-term incentive awards in the form of restricted stock units, which vest ratably over three years, and cash performance awards that cliff vest at the end of three years. We target the elements of our compensation so that at least 50% of total target direct compensation for our NEOs is performance-based. In this way, a significant portion of the value ultimately realized by the executive depends upon the Company’s performance and can be considered at-risk compensation.
2025 NEO Total Target Direct Compensation Program Structure
| Component | | Pay for Performance Rationale | Performance Period | | Base Salary | | • Based on level and merit and benchmarking against market data sources | N/A | | Annual Cash Incentives | | • Based on the Company’s overall annual performance, which was calculated based on achievement of (i) specified net revenues, AOI and free cash flow financial targets and (ii) the Company’s four strategic goals (see page 43 for a description of these goals). | One year | | Long-Term Incentive Awards | Cash Performance Awards (CPAs) • 50% to all of our NEOs | • AOI • Free cash flow • Linear subscribers and share of audience | Three one-year performance periods averaged and subject to a modifier tied to three-year performance. | | | Restricted Stock Units (RSUs) • 50% to all of our NEOs | • Stock Performance | Vests ratably over three years |
2025 Performance Metrics
2025 Performance Metrics A significant percentage of total compensation is allocated to at-risk compensation in accordance with the Compensation Committee’s philosophy as described above. The Compensation Committee reviews historical Company compensation, other information provided by the Compensation Committee’s independent compensation consultant, such as peer group market data, and other factors, such as each executive officer’s experience, performance and length of service, to determine the level and mix of compensation for executive officers, by position and grade level, that the Compensation Committee has deemed appropriate. The allocation between cash and equity compensation and short and long-term compensation is designed to provide a combination of fixed and at-risk compensation that is related to the achievement of the Company’s short-term and long-term objectives. Since 2023, the performance metrics for the Company’s incentive compensation have been based on the Company’s AOI and free cash flow. The Compensation Committee continues to believe AOI and free cash flow are the most important metrics in assessing the performance of the Company. The Compensation Committee believes that these two financial measures are key in evaluating our NEOs’ effectiveness in executing the Company’s strategy to maximize the availability and monetization of our content across a broad array of distribution platforms. Moreover, these financial metrics are the key performance measures used by the Company’s investors and analysts to evaluate the Company’s operating performance. As described above, in evaluating the Company’s evolved strategy, the Compensation Committee determined to add net revenues as a financial metric to the 2025 annual incentive plan. The Committee believes that profitability and cash generation remain essential to the Company’s strategy, and that the ability to grow the Company’s top line is an important metric in the Compensation Committee’s holistic assessment of executives’ performance, which further promotes the creation of long-term stockholder value. As such, the key financial performance measures for 2025 were as follows:
2025 Performance Metrics
| • | AOI is important because it reflects our ability to control costs and generate income through our operations to invest in our current businesses as well as new opportunities. |
2025 Performance Metrics
| • | Free cash flow reflects our ability to generate cash for our stockholders after we have made the necessary investments in our current operations to ensure they continue to perform. |
2025 Performance Metrics
| • | Net revenues reflects our ability to grow the top line of our business by successfully monetizing our content across a broad array of distribution platforms, demonstrating sustainable demand for our offerings and the effectiveness of our modernized strategy. |
2025 Performance Metrics
These financial measures make up the Company’s cash performance award objectives and/or are included as a component of the Annual Incentive Program. The Compensation Committee believes these streamlined metrics align with our go-forward strategy and most effectively serve to align executives’ interests with those of stockholders.
Employment Agreements
Employment Agreements We have written employment agreements with each of our NEOs. We generally enter into employment agreements with our senior executives when the Compensation Committee determines that it is appropriate to attract or retain an executive. As discussed in greater detail below under Executive Compensation Tables, “Employment Agreements,” the NEOs’ compensation is determined in accordance with their employment agreements. The Compensation Committee believes that entering into employment agreements with our senior executives provides management stability and helps ensure that the Company has the continuity to achieve our strategic objectives. The Compensation Committee further recognizes that the entertainment industry standard practice is for executives to have employment agreements. Each of the NEOs has demonstrated strong performance and willingness to take on greater responsibilities as the Company evolves and their employment agreements are designed to ensure their continued contributions to the Company. For additional details about these employment agreements, please refer to the “Employment Agreements” section which is on pages 64 to 71 of this Proxy Statement.
Annual Cash Incentives
Annual Cash Incentives Annual cash incentive awards are designed to link executive compensation directly to the Company’s performance and provide incentives and rewards for excellent business performance during the year. All members of management, including the NEOs, participate in the Company’s Annual Incentive Program.
NEO Annual Incentive Award Target Setting
NEO Annual Incentive Award Target Setting Each NEO who is eligible for an annual cash incentive award is assigned a target annual incentive award equal to a percentage of that employee’s annual base salary. For 2025, target awards were set as a percentage of the base salary earned during 2025. The target annual cash incentive awards are determined based upon the applicable employee’s position, grade level, responsibilities, and historical and expected future contributions to the Company. In addition, each of the employment agreements of our NEOs contains a target annual incentive award level. The Compensation Committee currently reviews the target award levels of the executive officers and going forward intends to do so at least annually. The Compensation Committee evaluates each such executive’s performance and experience, and, based on this evaluation and in accordance with the terms of the employment agreements, the Compensation Committee, in its sole discretion, determines target annual incentive award levels for the executive officers. Target annual incentive awards for NEOs in 2025 (expressed as a percentage of earned base salary), were as follows: Ms. Dolan — 200%; Mr. McDermott — 130%; and Ms. Kelleher — 125%. On November 18, 2025, in accordance with the terms of Mr. McDermott’s new employment agreement with the Company, Mr. McDermott’s target annual incentive award (expressed as a percentage of earned base salary) increased from 100% to 130%, retroactive to January 1, 2025. For information regarding these target annual incentive award levels, see Executive Compensation Tables, “Employment Agreements,” below.
2025 Annual Incentive Program Awards
2025 Annual Incentive Program Awards As a result of the complex operating environment and rapidly changing media industry, AMC Global Media’s Board and management have deliberately shifted the Company’s strategy in recent years to transition from a cable programmer to a multi-content distributor. To align with this shift, the Company has prioritized AOI and free cash flow as the primary indicators of performance against this evolved strategy to deliver stockholder value. In addition, the Company reintroduced net revenues as a financial factor for 2025 for its Annual Incentive Program as an indicator of growth. These financial goals were weighted 75% in the aggregate, determined by the Company’s financial performance (measured against pre-set net revenues, free cash flow and AOI targets which were derived from the Company’s 2025 Budget Goals approved by the Board). The remaining 25% was determined by the Company’s performance against four strategic goals for the year. The Compensation Committee then weighted these four goals individually and established key performance indicators under each goal to evaluate the Company’s performance. Relative to the goals, the aggregate payout of the financial portion was above-target (82% relative to 75% target), and the aggregate payout of the strategic portion was below-target (19% relative to 25% of target). Taken together, the Company achieved a performance level of 101% of target in 2025 under the Annual Incentive Program. The Company’s performance in achieving 101% of target was generally attributable to a combination of factors, including achievement of our financial metrics and execution of key initiatives supporting our strategic goals, such as:
2025 Annual Incentive Program Awards
| • | achieved consecutive quarter growth in domestic subscription revenue for the first time in over two years; |
2025 Annual Incentive Program Awards
| • | launching new, highly successful series as well as the new All Reality streaming service; |
2025 Annual Incentive Program Awards
| • | successfully executing an employee voluntary buyout program; |
2025 Annual Incentive Program Awards
| • | strengthening the balance sheet by reducing long-term debt by $591 million; |
2025 Annual Incentive Program Awards
| • | launching 54 FAST channels, growing portfolio viewership by 39%; and |
2025 Annual Incentive Program Awards
| • | completing a significant number of renewals of the Company’s affiliate agreements representing more than a third of our subscriber footprint in the US and Canada at attractive economic terms. |
Annual Incentive Plan Utilizes Weighted Criteria Central to Strategy and Value-Creation
Annual Incentive Plan Utilizes Weighted Criteria Central to Strategy and Value-Creation
Annual Incentive Plan Utilizes Weighted Criteria Central to Strategy and Value-Creation
| | Target Weighting | Actual Performance | Key Performance Highlights | | Free Cash Flow | 30% | 37% | • Exceeded our 2025 Free Cash Flow target by 23%. | | Adjusted Operating Income | 30% | 30% | • Met our 2025 AOI target | | Net Revenues | 15% | 15% | • Met our 2025 Net Revenues target | | Total Financial | 75% | 82% | | | Goal 1: Grow Asset Value Through Preservation and Expansion of Intellectual Property | 6.25% | 6% | • Launched new, highly successful series and the new All Reality streaming service. • Dark Winds S3 finale awarded “Best Episode of the Year” by TV guide. • Produced and delivered “Irish Blood” the most successful series in Acorn’s history • Expanded Netflix programming license agreement. | | Goal 2: Drive Streaming Growth and Audience Engagement | 6.25% | 5% | • Achieved consecutive quarter growth in domestic subscription revenue for the first time in over two years. | | Goal 3: Drive a High-Performing Organization and Culture | 6.25% | 3% | • Successfully executed an employee voluntary buyout program. • Strengthened the balance sheet by reducing long-term debt by $591 million. | | Goal 4: Improve Customer, Partner and Internal Stakeholder Experiences | 6.25% | 5% | • Launched 54 FAST channels, growing portfolio viewership by 39%. • Renewed a significant number of the Company’s affiliate agreements representing more than a third of our subscriber footprint in the US and Canada at attractive economic terms. | | Total Strategic | 25% | 19% | | | Total Annual Incentive Plan Performance | 100% | 101% | |
2025 Annual Incentive Award Payouts
2025 Annual Incentive Award Payouts As a result of the Company’s achievement of 101% of its performance targets, the Committee decided to pay the NEOs under the 2025 Annual Incentive Program at 101% of target. The 2025 annual incentive awards paid by the Company to the NEOs are shown in the table below:
2025 Annual Incentive Award Payouts
| NEO | Eligible Earnings | Target Bonus as % of Base Salary | Target Bonus | Earned Annual Incentive Program Award of Target | Actual Annual Incentive Award | | Kristin Dolan | $2,000,000 | 200% | $4,000,000 | 101.0% | $4,040,000 | | Dan McDermott | $1,577,890(1) | 130% | $2,051,257 | 101.0% | $2,071,770 | | Kim Kelleher | $1,300,000 | 125% | $1,625,000 | 101.0% | $1,641,250 |
2025 Annual Incentive Award Payouts
| (1) Mr. McDermotts’s annual base salary increased from $1,530,000 to $1,625,000 as of July 1, 2025. Eligible earnings reflect actual salary earned in 2025. |
Long-term Incentives
Long-term Incentives Long-term incentives represent a substantial portion of our NEO’s total compensation. For 2025, our long-term incentive program for participating executives consisted of two elements: cash performance awards and RSUs. These long-term incentives are awarded to members of management based upon each individual’s grade level. For each of Mses. Dolan and Kelleher and Mr. McDermott, their long-term incentive awards were comprised of 50% of the value in cash performance awards and 50% of the value in RSUs.
Cash Performance Awards
| • | A three-year absolute stock price modifier (adjusts payout by up to +/- 10%), with stock price goals set on the grant date. |
Cash Performance Awards
The 2025 annual performance targets for the cash performance awards set forth in the table below were derived from the Company’s strategic plan and represent year one for the 2025 cash performance awards (excluding the grant to Ms. Dolan in October 2025), year two for the 2024 cash performance awards and year three for the 2023 cash performance awards. We believe that our strategic plan, and consequently the 2025 annual performance targets set by the Compensation Committee, reflect desired above-market performance. In determining the threshold levels of performance, the Company’s strategic plans and the degree of difficulty in achieving the targets, including a comparison with analysts’ published projections of our growth as well as the projected growth of some of our competitors, were considered. The portion of the cash performance awards tied to the 2025 performance year was determined as follows: a threshold performance of 80% of target would result in earning 80% of target and a performance of 120% of target or better would result in earning 120% of target. For purposes of determining the average three-year performance under the award (before the +/- 10% modifier is applied), 0% will be earned in respect of any performance year for performance below threshold. Performance between threshold and target and between target and maximum will be established by linear interpolation. The Compensation Committee believed that the lowest levels on the sliding scale of the 2025 annual performance metrics for the 2023-2025 cash performance awards would likely be achieved, although there was no assurance this would occur. The Compensation Committee had the authority to amend or waive the 2025 annual performance targets under the cash performance awards and to make interpretations thereof and adjustments thereto subject to the award agreement. Cash Performance Awards — Performance Results for 2025 (2023-2025 CPAs) On March 4, 2026, the Compensation Committee determined the Company’s achievement against the 2025 annual performance objectives of AOI and free cash flow for the 2023-2025 cash performance awards. The following table shows actual performance with respect to each of the 2025 annual performance objectives relative to the targets established by the Compensation Committee in March 2025 and the resulting percentage achieved for 2025. Such percentage amount will be averaged with the percentage earned in each of the other two performance years for each tranche of cash performance awards against annual performance objectives and adjusted by the three-year performance modifier as described above.
Restricted Stock Units
Restricted Stock Units Under our executive compensation program, long-term incentive RSU grants are made to participating executive officers and certain other members of management pursuant to the Company’s A&R 2016 Employee Stock Plan. The majority of our 2025 RSU awards were granted on March 11, 2025, and vest ratably over a three-year vesting period. The Committee believes that this vesting schedule provides the Company with an effective recruitment tool, conforms to industry practice, and is appropriately balanced by the three-year cliff vesting of the cash performance awards. In March 2025, the Compensation Committee granted RSUs to the NEOs in the following amounts:
Restricted Stock Units
| NEO | RSU Awards(1) | Grant Date Fair Value(2) | | Kristin Dolan | 298,367 | $2,091,553 | | Dan McDermott | 62,814 | $440,326 | | Kim Kelleher | 62,814 | $440,326 |
Restricted Stock Units
| (1) Except as noted herein, the RSU awards granted in March 2025 will vest ratably over a three-year vesting period subject to continued employment. |
Restricted Stock Units
| (2) The grant date fair value listed above is calculated in accordance with FASB ASC Topic 718 using a share price of $7.01 on March 11, 2025, as its grant value. A 20-trading day average share price was used to determine the number of shares granted to executive officers. |
Restricted Stock Units
Additional information regarding RSUs for the NEOs during 2025 is set forth in the 2025 Summary Compensation Table under “Executive Compensation Tables” below. More information regarding other equity grants for the NEOs appears in the Outstanding Equity Awards at 2025 Year End table under “Executive Compensation Tables” below.
Additional NEO Awards
From time to time, the Compensation Committee believes the granting of one-time performance awards which align with our overarching pay-for-performance philosophy is crucial to further the Company’s strategic objectives and support retention. In this case, the Committee approved the award in recognition of Ms. Dolan’s exceptional leadership since joining the Company as CEO, and to further align her long-term compensation with stockholder value creation by tying the award directly to stock price appreciation. Since assuming the role of CEO, Ms. Dolan has led the Company through a challenging operating environment and evolving media industry, successfully reorienting the Company’s business model around profitability, distribution partnerships, and high-quality content. Under her leadership, the Company has consistently met or exceeded its financial guidance, including through strong cash generation and growth in streaming, driving progress on the Company’s transformational strategy. Ms. Dolan’s continued leadership is critical to the execution of the Company’s long-term strategy and creation of stockholder value. The structure of Ms. Dolan’s award reflects the Committee’s commitment to a pay-for-performance philosophy by tying the award to the achievement of rigorous stock price hurdles. In addition to requiring a threshold hurdle for any of the award to vest, achievement of the maximum payout at $17.50 per share requires meaningful, durable stockholder value creation, representing an over 120% increase from the grant date price. Additional RSU and Cash Performance Award for Chief Content Officer and President of AMC Studios On November 18, 2025, in accordance with the terms of Mr. McDermott’s new employment agreement with the Company, the Compensation Committee granted Mr. McDermott an additional grant of cash performance awards with a target value of $300,000 and an additional grant of 39,165 RSUs, which will vest in accordance with the vesting schedule applicable to the RSU awards granted in March 2025. The grant date fair value for these RSUs is $318,411 and is calculated in accordance with FASB ASC Topic 718 using a share price of $8.13 on November 18, 2025. A 20-trading day average share price was used to determine the number of shares granted to Mr. McDermott. The grants of these additional awards were made in connection with the increase of Mr. McDermott’s target long-term compensation in his new employment agreement from $1,000,000 to $1,600,000.
Role of Independent Compensation Consultant
Role of Independent Compensation Consultant In accordance with its charter, the Compensation Committee has the authority to engage outside consultants to assist in the performance of its duties and responsibilities. The Compensation Committee utilizes the services of an independent compensation consultant to assist in determining whether the elements of our executive compensation program are reasonable and consistent with our objectives. From August 2011 until December 2025, the Compensation Committee engaged Pay Governance LLC (“Pay Governance”) to serve as its independent compensation consultant. Pay Governance reported directly to the Compensation Committee, and, at the request of the Compensation Committee, Pay Governance met with members of our management from time to time for purposes of gathering information on management proposals and recommendations to be presented to the Compensation Committee. The following is a description of the services provided by Pay Governance in 2025 as the Compensation Committee’s consultant:
Role of Independent Compensation Consultant
| • | Attended all Compensation Committee meetings; |
Role of Independent Compensation Consultant
| • | Provided information, research and analysis pertaining to the executive compensation program for 2025; |
Role of Independent Compensation Consultant
| • | Regularly updated the Compensation Committee on market trends, changing practices and legislation pertaining to compensation; |
Role of Independent Compensation Consultant
| • | Assisted the Compensation Committee in making pay determinations for the CEO and the other executive officers; |
Role of Independent Compensation Consultant
| • | Advised on the design of the executive compensation program and the competitiveness of individual compensation targets and awards; and |
Role of Independent Compensation Consultant
| • | Provided advice and recommendations that incorporated both market data and Company-specific factors. |
Role of Independent Compensation Consultant
During 2025, Pay Governance provided no other services to the Company. The Compensation Committee believes that Pay Governance’s work did not raise any conflict of interest during 2025. In reaching this conclusion, the Compensation Committee considered the factors set forth in the SEC rules regarding compensation advisor independence. Although such independence rules are not applicable to the Company because it is a controlled company, the Compensation Committee believes that Pay Governance nonetheless satisfied the independence factors provided in such rules. At the end of 2025, the Compensation Committee conducted a full review and selection process of its independent compensation consultant. Upon completion of its review, on December 18, 2025, the Compensation Committee selected and engaged ClearBridge Compensation Group LLC (“ClearBridge”) to replace Pay Governance as the Company’s new independent compensation advisor. ClearBridge reports directly to the Compensation Committee, and, at the request of the Compensation Committee, ClearBridge meets with members of our management from time to time for purposes of gathering information on management proposals and recommendations to be presented to the Compensation Committee.
Benchmarking
Benchmarking To ensure we provide compensation comparable to that offered by other leading companies in our industry, we compare the Company’s executive compensation levels against a peer group of comparable companies (the “Corporate Peer Group”). The Compensation Committee annually reviews and approves the Corporate Peer Group in consultation with its independent compensation advisor. Over the past two years, the Compensation Committee, in consultation with Pay Governance, has made significant changes to the Corporate Peer Group, with the majority of changes implemented in connection with the 2026 review (conducted in 2025), to better align the go-forward Corporate Peer Group with the Company’s current scale (including revenue and market capitalization) and to reflect its evolving competitive landscape for executive talent. As part of this process, the Compensation Committee, with the assistance of Pay Governance, evaluated the continued relevance of legacy peers and identified new companies based on factors including size, business model, and competition for talent.
Benchmarking
| • | In late 2024, for the 2025 compensation review, the Compensation Committee, in consultation with Pay Governance, largely maintained continuity in the Corporate Peer Group, retaining ten of eleven prior peers. Paramount Global was removed due to its significantly larger scale, and iHeartMedia was added to improve size alignment. |
Benchmarking
| • | In late 2025, for the 2026 compensation review, the Compensation Committee, in consultation with Pay Governance, elected to make more significant changes to the Corporate Peer Group (removing four companies and adding three). The Compensation Committee removed several larger-cap companies that no longer reflected the Company’s size and added more similarly sized media and streaming businesses. These changes also reflect broader shifts in the media landscape, including ongoing industry consolidation and the emergence of new competitors for executive talent. |
Benchmarking
Provided below is a summary of the changes to the Corporate Peer Group over the last two years, including a summary of the full Corporate Peer Group used for the 2025 compensation review and the 2026 compensation review.
Benchmarking
| Change | 2025 Corporate Peer Group (Approved in 2024) | 2026 Corporate Peer Group (Approved in 2025) | | Removed | Paramount Global | Electronic Arts Inc. Fox Corporation Take-Two Interactive Software Inc. TKO Group Holdings Inc. | | Added | iHeartMedia | fuboTV, Inc. Starz Entertainment Group Versant Media Group |
Benchmarking
| 2025 Corporate Peer Group* | 2026 Corporate Peer Group* | | The E. W. Scripps Company | The E.W. Scripps Company | | Lions Gate Entertainment Corp. | Lionsgate Studios Corp. | | Nexstar Media Group, Inc. | Nexstar Media Group, Inc. | | iHeartMedia (added) | iHeartMedia | | Roku Inc. | Roku Inc. | | Sinclair Broadcast Group, Inc. | Sinclair Broadcast Group, Inc. | | SiriusXM Holdings, Inc. | SiriusXM Holdings, Inc. | | Electronic Arts Inc. | fuboTV, Inc. (added) | | Fox Corporation | Versant Media Group (added) | | Take-Two Interactive Software Inc. | Starz Entertainment Group (added) | | TKO Group Holdings Inc. | |
Benchmarking
| * Note: The Corporate Peer Group differs from that used in the stock performance graph contained in the Annual Report on Form 10-K. |
Benchmarking
In connection with the review of 2025 compensation, Pay Governance presented to the Compensation Committee a comparison of total compensation, and each of its components, to the median of each position’s Corporate Peer Group. The Compensation Committee established a general guideline for total target direct compensation, over time, within a range from the median to the 75th percentile of the applicable Corporate Peer Group, while retaining flexibility to recognize differences among individuals, as well as variability in peer group data. The Company competes for executive talent in a highly competitive and highly compensated industry. The Compensation Committee believes this range is appropriate in light of the competitive nature of the Company’s businesses, as well as the Company’s and its management’s performance. The Compensation Committee also believes that these guidelines for total target compensation provide a useful reference point, when considered alongside the other factors described above, in administering the Company’s executive compensation program. For 2025, after considering individual performance and scope of responsibilities, the Compensation Committee believes that all NEOs are assigned total target direct compensation levels consistent with the Company’s compensation philosophy.
Clawback Policy
Clawback Policy On October 24, 2023, the Company adopted a clawback policy that was established in accordance with the listing requirement of the NASDAQ to provide for the recovery or “clawback” of certain erroneously awarded incentive-based compensation in the event that the Company is required to prepare an accounting restatement. The policy became effective on December 1, 2023 and applies to incentive-based compensation received by current and former executive officers of the Company during the three fiscal years preceding an accounting restatement and after the effective date of the NASDAQ listing requirement, October 2, 2023. The Company’s equity award agreements also provide the Company with the ability to clawback the fair market value of a recipient’s equity awards (including awards subject to time-based vesting) in the event of a recipient’s breach of the restrictive covenants included in such award agreements.
Policies Relating to Timing of Grant of Certain Equity Awards
Policies Relating to Timing of Grant of Certain Equity Awards We historically have not granted and currently have no plans to grant option awards. Consequently, we have not adopted a policy with respect to the timing of option awards relative to the disclosure of material nonpublic information.
2025 Summary Compensation Table
2025 Summary Compensation Table The table below summarizes the total compensation paid or earned by each of our NEOs and paid by us for the years ended December 31, 2025, 2024 and 2023. Pursuant to SEC rules, the Summary Compensation Table is required to include for a particular year only those equity awards granted during that year and only cash compensation earned during that year. Accordingly, long-term cash performance awards granted during 2025 and 2024 (which will be earned, if at all, at the end of 2027 and 2026, respectively) are not reflected in the 2025 Summary Compensation Table and will instead be disclosed for the year during which they are earned. Long-term cash performance awards granted during 2023, which were earned at the end of 2025, are reflected in the “2025 Summary Compensation Table.”
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Kristin Dolan | 2025 | 2,000,000 | 150,000 | 4,231,553 | 6,030,288 | 113,803 | 12,525,644 | | Chief Executive Officer | 2024 | 2,000,000 | — | 2,308,981 | 4,200,000 | 182,077 | 8,691,058 | | | 2023 | 1,653,846 | — | 8,816,270 | 4,040,000 | 71,520 | 14,581,636 | | Dan McDermott | 2025 | 1,577,890 | — | 758,738 | 2,602,514 | 14,000 | 4,953,142 | | Chief Content Officer and President of AMC Studios | 2024 | 1,530,000 | 10,000 | 486,100 | 2,136,789 | 13,800 | 4,176,689 | | | 2023 | 1,530,000 | — | 545,654 | 1,864,940 | 13,200 | 3,953,794 | | Kim Kelleher | 2025 | 1,300,000 | — | 440,326 | 2,171,994 | 14,000 | 3,926,320 | | President and Chief Commercial Officer | 2024 | 1,300,000 | 15,000 | 486,100 | 2,236,539 | 13,556 | 4,051,195 | | | 2023 | 1,300,000 | — | 545,654 | 2,040,800 | 13,400 | 3,899,854 |
2025 Summary Compensation Table
| (1) For 2025, salaries paid to the NEOs accounted for the following percentage of their total compensation: Ms. Dolan — 16%; Mr. McDermott — 32%; and Ms. Kelleher — 33%. Mr. McDermott and the Company entered into a new employment agreement, dated November 18, 2025, which increased Mr. McDermott’s salary from $1,530,000 to $1,625,000, retroactive from July 1, 2025. Mr. McDermott’s salary reflects actual salary earned in 2025. |
2025 Summary Compensation Table
| (2) In 2025, Ms. Dolan received a $150,000 one-time signing bonus in connection with her entering into a new employment agreement with the Company on October 9, 2025, effective as of such date. In 2024, Mr. McDermott received a $10,000 discretionary special recognition award and Ms. Kelleher received a $15,000 discretionary special recognition award based on the CEO’s recommendation that the personal performances of each of these executive officers warranted an additional amount because of their extraordinary effort and achievement. Mr. McDermott led the Company’s efforts to optimize the Company’s content strategy planning and deepen customer engagement in our brands and services. Ms. Kelleher led her commercial revenues teams to successfully renegotiate approximately 50% of the Company’s outstanding affiliate deals and increase the Company’s third-party content licensing sales by 5% in 2024. |
2025 Summary Compensation Table
| (3) This column includes the value of stock-based awards granted to NEOs during 2025, 2024 and 2023 based upon the grant date fair value, as determined under SEC guidance. |
2025 Summary Compensation Table
| The 2025 figures in this column for Mses. Dolan and Kelleher and Mr. McDermott reflect the aggregate grant date fair value of the Company’s RSUs at target that were awarded in 2025 without any reduction for the risk of forfeiture, as calculated in accordance with FASB ASC Topic 718 as follows: Ms. Dolan: $2,091,553; Mr. McDermott: $440,326; and Ms. Kelleher: $440,326. For Ms. Dolan, this column also reflects the $2,140,000 grant date fair value of the one-time special cash performance award with a target value of $3,000,000 granted to Ms. Dolan on October 9, 2025, which will vest or expire on December 31, 2028 based on the performance of the Company’s Class A Common Stock. For Mr. McDermott, this column also reflects the $318,411 grant date fair value of the Company’s RSUs at target that were awarded as a one-time grant to Mr. McDermott on November 18, 2025. |
2025 Summary Compensation Table
| The 2024 figures in this column for Mses. Dolan and Kelleher and Mr. McDermott reflect the aggregate grant date fair value of the Company’s RSUs at target that were awarded in 2024 without any reduction for the risk of forfeiture, as calculated in accordance with FASB ASC Topic 718 as follows: Ms. Dolan: $2,308,981; Mr. McDermott: $486,100; and Ms. Kelleher: $486,100. |
2025 Summary Compensation Table
| The 2023 figures in this column for Mses. Dolan and Kelleher and Mr. McDermott reflect the aggregate grant date fair value of the Company’s RSUs at target that were awarded in 2023 without any reduction for the risk of forfeiture, as calculated in accordance with FASB ASC Topic 718 as follows: Ms. Dolan: $8,816,270; Mr. McDermott: $545,654; and Ms. Kelleher: $545,654. The 2023 figures for Ms. Dolan include a special equity award of 297,325 RSUs that the Compensation Committee granted to Ms. Dolan on February 27, 2023 in connection with her appointment as Chief Executive Officer. |
2025 Summary Compensation Table
| (4) The 2025 figures in this column for Mses. Dolan and Kelleher and Mr. McDermott reflect the value of (i) annual incentive awards earned in 2025 and paid in 2026 and (ii) the cash performance awards granted in 2023, earned at the end of 2025 and paid in 2026. The 2025 figures in this column for Mses. Dolan and Kelleher and Mr. McDermott are as follows: Ms. Dolan: $4,040,000 and $1,990,288, respectively; Mr. McDermott: $2,071,770 and $530,744, respectively; and Ms. Kelleher: $1,641,250 and $530,744, respectively. Pursuant to SEC rules, these figures do not reflect long-term cash performance awards granted during 2025, which will be earned, if at all, at the end of 2027. Long-term performance awards in respect of 2025 were granted in the form of cash-based awards and are not reflected in this table (instead, such awards will be disclosed for the year during which they are earned (if any)), and were granted in the following target amounts: Ms. Dolan: $2,375,000; Mr. McDermott: $800,000; and Ms. Kelleher: $500,000. |
2025 Summary Compensation Table
| The 2024 figures in this column for Mses. Dolan and Kelleher and Mr. McDermott reflect the value of (i) annual incentive awards earned in 2024 and paid in 2025 and (ii) the cash performance awards granted in 2022, earned at the end of 2024 and paid in 2025. The 2024 figures in this column for Mses. Dolan and Kelleher and Mr. McDermott are as follows: Ms. Dolan: $4,200,000 and $0, respectively; Mr. McDermott: $1,606,500 and $530,289, respectively; and Ms. Kelleher: $1,706,250 and $530,289, respectively. Pursuant to SEC rules, these figures do not reflect long-term cash performance awards granted during 2024, which will be earned, if at all, at the end of 2026. Long-term performance awards in respect of 2024 were granted in the form of cash-based awards and are not reflected in this table (instead, such awards will be disclosed for the year during which they are earned (if any)), and were granted in the following target amounts: Ms. Dolan: $2,375,000; Mr. McDermott: $500,000; and Ms. Kelleher: $500,000. |
2025 Summary Compensation Table
| The 2023 figures in this column for Mses. Dolan and Kelleher and Mr. McDermott reflect the value of (i) annual incentive awards earned in 2023 and paid in 2024 and (ii) the cash performance awards granted in 2021, earned at the end of 2023 and paid in 2024. The 2023 figures in this column for Mses. Dolan and Kelleher and Mr. McDermott are as follows: Ms. Dolan: $4,040,000 and $0, respectively; Mr. McDermott: $1,545,300 and $319,640, respectively; and Ms. Kelleher: $1,641,250 and $399,550, respectively. Pursuant to SEC rules, these figures do not reflect long-term cash performance awards granted during 2023, which will be earned, if at all, at the end of 2025. Long-term performance awards in respect of 2023 were granted in the form of cash-based awards and are not reflected in this table (instead, such awards will be disclosed for the year during which they are earned (if any)), and were granted in the following target amounts: Ms. Dolan: $1,875,000; Mr. McDermott: $500,000; and Ms. Kelleher: $500,000. |
2025 Summary Compensation Table
| (5) The table below shows the components of this column for 2025. |
2025 Summary Compensation Table
| Name | 401(k) Plan Match ($)(a) | Perquisites ($)(b) | Total ($) | | Kristin Dolan | 12,038 | 101,765 | 113,803 | | Dan McDermott | 14,000 | — | 14,000 | | Kim Kelleher | 14,000 | — | 14,000 |
2025 Summary Compensation Table
| (a) These columns represent a matching contribution funded by the Company on behalf of each individual under the AMC Global Media 401(k) Plan. |
2025 Summary Compensation Table
| (b) With respect to Ms. Dolan, this column represents certain perquisites provided in the form of reimbursements for personal aircraft travel in an amount equal to $101,765. None of the Company’s other NEOs receive perquisites. For more information regarding perquisites, see Compensation Discussion and Analysis, “Compensation Decision Process and Compensation Policies — Perquisites.” |
Outstanding Equity Awards at 2025 Year End
Outstanding Equity Awards at 2025 Year End The table below shows the aggregate number of unvested RSUs outstanding for each NEO, in each case as of December 31, 2025. The amounts in this table do not include equity awards that were vested as of December 31, 2025.
Outstanding Equity Awards at 2025 Year End
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have not Vested ($) | | Kristin Dolan | 298,367(2) | 2,840,454 | — | — | | | 122,266(3) | 1,163,972 | | | | | 37,049(4) | 352,703 | — | — | | | 99,108(5) | 943,515 | — | — | | Dan McDermott | 39,165(2 | 372,851 | | | | | 62,814(2) | 597,989 | | | | | 25,740(3) | 245,045 | — | — | | | 9,880(4) | 94,058 | — | — | | Kim Kelleher | 62,814(2) | 597,989 | — | — | | | 25,740(3) | 245,045 | — | — | | | 9,880(4) | 94,058 | — | — |
Outstanding Equity Awards at 2025 Year End
| (1) Calculated using the closing price of Class A Common Stock on NASDAQ on December 31, 2025, the last trading day of the year, of $9.52 per share. |
Outstanding Equity Awards at 2025 Year End
| (2) One-third of these RSUs vested on March 9, 2026. The remainder of the RSUs will vest ratably on March 9, 2027 and March 9, 2028. |
Outstanding Equity Awards at 2025 Year End
| (3) One-third of these RSUs vested on March 7, 2025 (and are not included in this table) and another one-third of these RSUs vested on March 9, 2026. The remainder of the RSUs will vest on March 9, 2027. |
Outstanding Equity Awards at 2025 Year End
| (4) One-third of these RSUs vested on March 8, 2024 (and are not included in the table) and another one-third of these RSUs vested on March 7, 2025 (and are not included in the table). The remainder of the RSUs vested on March 9, 2026. |
Outstanding Equity Awards at 2025 Year End
| (5) One-third of these RSUs vested on February 27, 2024 (and are not included in the table) and another one-third of these RSUs vested on February 27, 2025 (and are not included in the table). The remainder of the RSUs vested on February 27, 2026. |
PEO
| 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 for Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($) (5 ) | Net Income (000’s) | | 2025 | $12,525,644 | $13,272,082 | $4,439,731 | $4,533,576 | $60.75 | $89,400 | | 2024 | $8,691,058 | $4,919,140 | $3,390,980 | $2,883,928 | $63.38 | $(226,546) | | 2023 | $14,581,636 | $13,440,517 | $3,643,353 | $3,766,768 | $119.91 | $215,464 |
PEO
| (2) The dollar amounts reported for Ms. Dolan under “Compensation Actually Paid” represent the amount of CAP to Ms. Dolan, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Ms. Dolan during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Ms. Dolan’s total compensation for each year to determine the compensation actually paid: |
PEO
| (4) The dollar amounts reported under Average Compensation Actually Paid for non-PEO NEOs represent the average amount of “compensation actually paid” to the NEOs as a group (excluding any individual serving as |