DEF 14A of USA TODAY Co., Inc., Apr 17, 2026

DEF 14A of USA TODAY Co., Inc.

Filed Apr 17, 2026 · FY20250001579684-26-000022

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | Name | Age | Recent Professional Experience | Committees | | Maha Al-Emam* | 50 | Former Advisor, Warner Bros. Discovery Global Brand Franchise | AC, TC | | Theodore P. Janulis* | 67 | Founder and Principal, Investable Oceans | AC, CC, NGC | | John Jeffry Louis III* | 63 | Co-Founder and Former Chair, Parson Capital Corporation | CC, NGC, FC | | Michael E. Reed | 59 | Chief Executive Officer, USA TODAY Co., Inc. | — | | Amy Reinhard* | 51 | President of Advertising, Netflix, Inc. | NGC, TC, FC | | Debra A. Sandler* | 66 | President and Chief Executive Officer, La Grenade Group, LLC | CC, NGC, TC | | Kevin M. Sheehan* | 72 | Chair and Former Interim Chief Executive Officer, Dave & Buster's Entertainment, Inc. | AC, CC, FC | | Barbara W. Wall* | 71 | Former Chief Legal Officer, Gannett Co., Inc. | NGC, TC, FC |

  3. Director Nominees

    | * | —Independent Director Nominee | | AC | —Audit Committee | | CC | —Compensation Committee | | NGC | —Nominating and Corporate Governance Committee | | FC | —Finance Committee | | TC | —Transformation Committee |

  4. Director Nominees

    All directors are independent except our CEO.

  5. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The first proposal is to elect eight director nominees to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified. Our Bylaws provide that our Board shall consist of not less than three and not more than eleven directors as the Board may from time to time determine. The Board has approved a decrease in the size of the Board from nine to eight members effective as of the 2026 Annual Meeting. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has unanimously nominated Michael E. Reed, Kevin M. Sheehan, Maha Al-Emam, Theodore P. Janulis, John Jeffry Louis III, Amy Reinhard, Debra A. Sandler, and Barbara W. Wall for election as directors to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified, subject to earlier retirement, resignation or removal. All of the Board's nominees for director were elected at the last annual meeting and all nominees have agreed to serve if elected. In accordance with the Company's Corporate Governance Guidelines and director retirement policy, Laurence Tarica, a current director, will not stand for re-election upon the expiration of his term at the Annual Meeting. The Board recommends that you vote FOR each of the director nominees. Unless otherwise instructed, all proxies that we receive will be voted FOR the director nominees. Abstentions and broker non-votes will have no effect on the election of directors. A "withhold vote" will have no effect on the vote's outcome, because the nominees who receive the highest number of "for" votes are elected, and because the nominees are running unopposed they only need a single "for" vote to be elected. If a nominee becomes unable to stand for election as a director, an event that our Board does not presently expect, the persons named in the proxy reserve the right to vote for such substitute nominee or nominees as they, in their discretion, determine and as the Nominating and Corporate Governance Committee or the Board may recommend, provided that proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.

  6. Information Concerning our Director Nominees

    Information Concerning our Director Nominees Each of our director nominees was selected because of the knowledge, diversity of experience, skills, and expertise the director contributes to the Board as a whole. Our director nominees have experience from senior positions in large, complex organizations. In these positions, they gained core management skills, such as strategic and financial planning, public company financial reporting, corporate governance, risk management, and leadership development. The Nominating and Corporate Governance Committee believes that each of the director nominees also has key attributes that are important to an effective Board: integrity and demonstrated high ethical standards; sound judgment; analytical skills; the ability to engage management and each other in a constructive and collaborative fashion; diversity of experience, skills, expertise, background, and thought; and the commitment to devote significant time and energy to serve on the Board and its committees. Set forth below is certain biographical information for our director nominees as of the date of this proxy statement. 11 Table of Contents

  7. Information Concerning our Director Nominees

    | Name, Age, Position | Experience and Skills | | Michael E. Reed | 59 Chair of the Board since May 2019, Chief Executive Officer and President, and Director since November 2013 | PROFESSIONAL EXPERIENCE USA TODAY Co., Inc. •Chair of the Board since May 2019 •Chief Executive Officer and President, and member of the Board since November 2013 GateHouse Media, Inc., our predecessor •Chief Executive Officer from January 2006 to November 2019 and member of the board of directors from October 2006 to November 2019 SKILLS AND QUALIFICATIONS •Business Leadership/Operations: Deep understanding of our operations, strategy and people, as well as our industry, having served in senior executive and advisory capacities in the newspaper and media industries for more than 30 years •Innovation/Technology: Brings to the Board extensive understanding of digital advertising and emerging technologies through leadership roles spanning both traditional and digital media •Governance and Risk Oversight Expertise: Extensive corporate board experience provides strategic perspective and informed guidance across corporate governance, human capital, and risk oversight •Corporate Transformation and Investor Engagement: In-depth experience leading corporate transformations and complex mergers and acquisitions ("M&A"), strengthening stockholder engagement and providing the Board valuable insight into strategic opportunities OTHER DIRECTORSHIPS AND MEMBERSHIPS •Former Director and former Chair, Newspaper Association of America •Former Director, Minneapolis Star Tribune •Former Director and former Chair of the Audit Committee, the Associated Press |

  8. Information Concerning our Director Nominees

    12 Table of Contents

  9. Information Concerning our Director Nominees

    | Name, Age, Position | Experience and Skills | | Kevin M. Sheehan | 72 Lead Director since May 2019 Director since November 2013 INDEPENDENT Audit Committee, Chair Compensation Committee Finance Committee, Chair | PROFESSIONAL EXPERIENCE Dave & Buster's, Inc. (Nasdaq: PLAY), a leading operator of entertainment and dining venues •Chair since April 2021 and Director since 2011 •Interim Chief Executive Officer from December 2024 to August 2025 and also from October 2021 to June 2022 Scientific Games Corporation, a global provider of gaming products and services •Chief Executive Officer, President and Director from August 2016 to June 2018 •Senior Advisor from June 2018 to October 2018 Adelphi University, a private university in New York •Distinguished Visiting Professor of Business from 2015 to 2016 SKILLS AND QUALIFICATIONS •Business Leadership/Operations: Provides the Board with strategic leadership and operational oversight across complex, global organizations with extensive experience developed from his executive officer service at large and public corporations •Financial Expertise: Certified Public Accountant and former Chief Financial Officer of several large corporations with significant experience in financial reporting and enterprise risk management who brings deep financial and accounting acumen to the Board •Corporate Governance: Broad public company board experience with deep knowledge of corporate governance, risk oversight and board leadership best practices •Diverse Industry Background: Deep industry knowledge across gaming, entertainment, transportation and manufacturing sectors OTHER DIRECTORSHIPS AND MEMBERSHIPS •Chair and Director, Dave & Buster's, Inc. (Nasdaq: PLAY) •Former Director, Scientific Games Corporation •Former Director, Navistar, Inc. (NYSE: NAV) •Former Director, Hertz Global Holdings, Inc. (NYSE: HRI) |

  10. Information Concerning our Director Nominees

    13 Table of Contents

  11. Information Concerning our Director Nominees

    | Name, Age, Position | Experience and Skills | | Maha Al-Emam | 50 Director since June 2024 INDEPENDENT Audit Committee Transformation Committee | PROFESSIONAL EXPERIENCE Warner Bros. Discovery (Nasdaq: WBD), a multinational media and entertainment company •Advisor from February 2023 to September 2023 Apple, Inc. (Nasdaq: AAPL), a company that designs, develops, and sells consumer electronics, computer software, and online services •Managing Director, Digital Strategy and Product from October 2015 to July 2022 NBCUniversal Media, LLC, one of the world's leading media and entertainment companies •Vice President, eCommerce from September 2013 to October 2015 Bloomberg LP, a financial, software, data, and media company •Chief Product Officer from September 2011 to April 2013 The Wall Street Journal Digital Network, a business and economic-focused newspaper •Global Director, International Markets Technology from June 2009 to September 2011 SKILLS AND QUALIFICATIONS •Digital Expertise/Transformation: Experience leading product strategy in both digital-first companies and traditional organizations undergoing digital transformation •Media and Technology Knowledge: Experience with top technology and media companies including Apple, The Wall Street Journal, Bloomberg, NBC Universal, Atlantic Media, and Warner Bros. Entertainment •Product and Innovation Expertise: Deep understanding of product development and consumer engagement across global digital platforms •Business Leadership/Operations: Extensive experience as a digital product leader in media and technology with roles spanning strategy, product development, and executive leadership |

  12. Information Concerning our Director Nominees

    14 Table of Contents

  13. Information Concerning our Director Nominees

    | Name, Age, Position | Experience and Skills | | Theodore P. Janulis | 67 Director since January 2014 INDEPENDENT Audit Committee Compensation Committee Nominating and Corporate Governance Committee | PROFESSIONAL EXPERIENCE Investable Oceans, an investment platform focused on sustainable ocean investing •Founder and Principal since September 2019 CRT Greenwich LLC, a financial services company •Chief Executive Officer from January 2014 to June 2016 Aurora Bank FSB, a federal savings bank •Chief Executive Officer from September 2008 to January 2013 Lehman Brothers, a global financial services firm •Various senior management roles including Global Head of Mortgage Capital, Global Head of the Investment Management Division, and Global Co-Head of Fixed Income until 2008 SKILLS AND QUALIFICATIONS •Business Leadership/Operations: Significant leadership experience as a Chief Executive Officer complemented by senior management roles within the financial sector •Finance: Extensive background in banking, capital markets and investment management with executive-level financial oversight responsibilities •Diverse Industry Knowledge: Comprehensive experience across investment platforms, financial services and banking organizations |

  14. Information Concerning our Director Nominees

    15 Table of Contents

  15. Information Concerning our Director Nominees

    | Name, Age, Position | Experience and Skills | | John Jeffry Louis III | 63 Director since November 2019 INDEPENDENT Compensation Committee, Chair Nominating and Corporate Governance Committee Finance Committee | PROFESSIONAL EXPERIENCE Gannett Co., Inc., a media company which we acquired in November 2019 and refer to as "Legacy Gannett" •Former Chair until November 2019 Parson Capital Corporation, a Chicago-based private equity and venture capital firm •Co-founder and Chair until 2007 SKILLS AND QUALIFICATIONS •Business Leadership/Operations: Strong track record as Chair and director across public companies and private enterprises globally with extensive experience in board oversight and strategic decision- making •Venture Capital and Private Equity Expertise: Decades of experience directing early-stage investments and private equity transactions across multiple sectors •Entrepreneurial and Strategic Insight: Background in founding, building, and advising companies with perspective on business growth, risk management, and capital allocation OTHER DIRECTORSHIPS AND MEMBERSHIPS •Former Director, Legacy Gannett •Director, The Olayan Group •Director, S.C. Johnson and Son, Inc. •Chair of the Board, Net Purpose Ltd. •Life Trustee, Board of Trustees, Northwestern University |

  16. Information Concerning our Director Nominees

    16 Table of Contents

  17. Information Concerning our Director Nominees

    | Name, Age, Position | Experience and Skills | | Amy Reinhard | 51 Director since April 2022 INDEPENDENT Nominating and Corporate Governance Committee Finance Committee Transformation Committee, Chair | PROFESSIONAL EXPERIENCE Netflix, Inc. (Nasdaq: NFLX), a global streaming entertainment service •President of Advertising since October 2023 •Vice President, Studio Operations and Consumer Products from September 2020 until October 2023 •Vice President, Content Acquisition and Consumer Products from November 2016 to September 2020 Paramount Pictures Corporation (Nasdaq: PARA), a subsidiary of ViacomCBS Inc. and a producer and global distributor of filmed entertainment •Held a series of advancing roles, most recently as President, Worldwide Television Licensing and Distribution from April 2014 to November 2016 SKILLS AND QUALIFICATIONS •Digital and Traditional Media Knowledge: Experience spanning both established media businesses and global streaming platforms with perspective on evolving industry dynamics and audience engagement •Business Leadership/Operations: Extensive senior executive experience across advertising, operations, consumer products, licensing, and distribution for leading entertainment and media companies •Strategic and Operational Expertise: Leadership roles with responsibility for driving growth, integrating M&A, managing complex operations, and advancing global initiatives across traditional and digital media |

  18. Information Concerning our Director Nominees

    17 Table of Contents

  19. Information Concerning our Director Nominees

    | Name, Age, Position | Experience and Skills | | Debra A. Sandler | 66 Director since November 2019 INDEPENDENT Compensation Committee Nominating and Corporate Governance Committee Transformation Committee | PROFESSIONAL EXPERIENCE Trewstar Corporate Board Services, a boutique board services firm •Partner since January 2021 •Advisor from June 2020 to January 2021 Mavis Foods, LLC, a food company focusing on direct-to-consumer sales •Founder and Chief Executive Officer since August 2018 La Grenade Group, LLC, a privately held consulting firm •Founder, President and Chief Executive Officer from May 2015 to April 2020 Mars, Inc., a global manufacturer of confectionary, food, and pet food products •Chief Health and Wellbeing Officer from July 2014 to June 2015 •President, Chocolate, North America from April 2012 to July 2014 •Chief Consumer Officer, Mars Chocolate from November 2009 to March 2012 SKILLS AND QUALIFICATIONS •Consumer and Brand Leadership: Comprehensive experience creating, building, and managing iconic consumer brands across food, beverage, healthcare, and confectionary industries •Marketing and Innovation Expertise: Extensive leadership roles at leading global companies overseeing marketing strategy, product innovation, and customer engagement •Corporate Governance and Risk Oversight: Director experience at public companies and private organizations with a focus on governance, strategy, and risk oversight OTHER DIRECTORSHIPS AND MEMBERSHIPS •Director, Keurig Dr Pepper Inc. (Nasdaq: KDP) •Director, Dollar General Corporation (NYSE: DG) •Director, Archer-Daniels-Midland (NYSE: ADM) •Former Director, Legacy Gannett •Trustee, Hofstra University •Member, Executive Leadership Council •Board of Executive Managers, Pharmavite, LLC |

  20. Information Concerning our Director Nominees

    18 Table of Contents

  21. Information Concerning our Director Nominees

    | Name, Age, Position | Experience and Skills | | Barbara W. Wall | 71 Director since November 2019 INDEPENDENT Nominating and Corporate Governance Committee, Chair Finance Committee Transformation Committee | PROFESSIONAL EXPERIENCE Legacy Gannett, a media company which we acquired in November 2019 •Chief Legal Officer from June 20015 to November 2019 •Interim Chief Operating Officer from March 2019 to November 2019 TEGNA, Inc., a media company and Legacy Gannett's former parent •Held various advancing positions for 30 years American University, School of Communications •Professor of media law since 2007 SKILLS AND QUALIFICATIONS •First Amendment and Legal Expertise: Extensive experience in media law and First Amendment rights with recognition from leading legal and press organizations •Business Leadership/Operations: Deep understanding of our operations, strategy and human capital, as well as our industry, having served in senior executive capacities in the newspaper and media industries OTHER DIRECTORSHIPS AND MEMBERSHIPS •Trustee, The Freedom Forum •Director, The News Media Alliance •Lifetime Achievement Awards including the Media Law Resource Center's William J. Brennan, Jr. Defense of Freedom Award, the American Bar Association's Champion of Freedom Award and the Reporters Committee for Freedom of the Press's First Amendment Award |

  22. Information Concerning our Director Nominees

    19 Table of Contents

  23. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE The Board believes that effective oversight of corporate governance matters is core to its risk oversight function and is essential to providing value to stockholders and benefiting the communities we serve. As a leading media organization, our longstanding corporate social responsibility position is driven by our deep commitment to our communities. Our journalists seek to shed light on important issues and our marketing endeavors promote meaningful connections in our communities. The Board's oversight of corporate governance matters includes review of the following on at least an annual basis: •human resource policies and practices; •privacy and data security practices; •executive compensation programs; •annual stockholder engagement activity; •the whistleblower program and procedures for handling complaints; and •the code of business conduct and ethics, code of ethics for executive officers, and related compliance activities. Essential to USA TODAY Co.'s mission of empowering its communities to thrive are the pillars that make up our corporate social responsibility position. Whether reporting the latest news or providing business-to-business solutions, USA TODAY Co. supports its corporate mission and purpose with mindful and ethical business practices that positively impact communities, people, and the planet.

  24. Community Impact

    Community Impact As a leading media organization, our longstanding corporate social responsibility position is driven by our deep commitment to the communities we serve. We are focused on maintaining ethical and responsible business practices that positively impact the world. Essential to USA TODAY Co.'s mission of empowering communities to thrive are the pillars of our corporate social responsibility platform. We strive to minimize our environmental impact through sustainable business practices for sourcing, consumption, and waste. We have implemented several initiatives to reduce our use of water, recover and recycle electricity and fossil fuels when possible, and pursue green energy options where available, and we strive to incorporate sustainability throughout our supply usage and supply chain. In addition, we continue to reduce the number of printing presses in operation by consolidating print operations and we are also focused on reducing the square footage of our office space through the consolidation of offices, in many cases, to more energy efficient spaces. We have implemented best-in-class carbon accounting software which has enhanced our ability to collect emissions data across a broader range of assets and scopes. We recognize that establishing a comprehensive carbon footprint baseline is essential to identifying and implementing effective emissions-reduction strategies. USA TODAY Co. is committed to ensuring our coverage is widely available, actively promoted across our media sites and marketed to our millions of registered users. In January 2026, we published our network-wide 2025 Journalism Impact Report, which highlighted what we believe are the most influential articles we produced in 2025 and covers topics that are impactful for change and accountability in the communities we serve. The Company is committed to the ongoing publishing of an annual network-wide Journalism Impact Report, which surfaces the top stories we produced that led to action.

  25. Determination of Director and Director Nominee Independence

    Determination of Director and Director Nominee Independence A majority of the directors serving on the Board must be independent. For a director to be considered independent, our Board must determine that the director does not have any direct or indirect material relationship with the Company. The Board determines director independence based on our independence standards and the independence standards under the NYSE listing rules. The Board may determine, in its discretion, that a director or nominee is not independent notwithstanding qualification under the NYSE listing rules. The Board has determined that each of Mses. Al-Emam, Reinhard, Sandler and Wall, and Messrs. Janulis, Louis, Sheehan and Tarica are independent for purposes of Sections 303A.01 and 303A.02 of the NYSE Listed Company Manual and each such director or director nominee has no material relationship with the Company. In making such determination, the Board took into consideration the relationships that each director or nominee has with the Company, either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company. As our Chief Executive Officer and President, Mr. Reed is not considered independent. 20 Table of Contents

  26. Named Executive Officers

    Named Executive Officers This Compensation Discussion and Analysis outlines, for the fiscal year ended December 31, 2025 ("fiscal year 2025"), our executive compensation program for our named executive officers ("NEOs") who include our Chief Executive Officer, Chief Financial Officer, and former Chief Financial Officer.

  27. Named Executive Officers

    | | | | Michael E. Reed Chair of the Board, Chief Executive Officer and President | Trisha M. Gosser Chief Financial Officer |

  28. Named Executive Officers

    Our executive officers are generally appointed annually by the Board. The following discusses certain information about our executive officers who served as such during fiscal year 2025. Mr. Reed, age 59, has been Chair of the Board since May 2019, and has served as our Chief Executive Officer and President, and a member of our Board since November 2013. Additional information about Mr. Reed can be found under "Proposal No. 1 – Election of Directors." Ms. Gosser, age 47, has served as our Chief Financial Officer since March 2025. Ms. Gosser has worked in finance roles for the Company since January 2007, most recently serving as Deputy Chief Financial Officer from January 2023 to March 2025 and as Senior Vice President - Finance and Investor Relations from April 2021 to January 2023. Prior to joining the Company, Ms. Gosser served in finance roles at Mitsubishi Electric Automation, Inc. and Brunswick Corporation (NYSE: BC). Mr. Horne, age 55, served as our Chief Financial Officer from April 2020 to March 2025 and separated from the Company effective April 1, 2025.

  29. Elements of our NEO Compensation Program

    | | Threshold (50% Payout) | Target (100% Payout) | Maximum (140% Payout) | | Company Performance Measure | | | | | Total Adjusted EBITDA(1) | | | | | Chief Executive Officer | 90% | 100% | 120% | | Chief Financial Officer | 85% | 100% | 120% | | Total Digital Revenues | 90% | 100% | 120% | | Total Print Revenues | 90% | 100% | 120% | | Free Cash Flow(1) | 85% | 100% | 120% | | Key Performance Drivers | 80% | 100% | 120% |

  30. Elements of our NEO Compensation Program

    | Name | Target as a % of Base Salary | Target Amount ($) | Company Performance Measure Payout % | Key Performance Drivers Payout % | Individual Performance Achievement % | Overall Payout % | Payout Amount ($) | | Michael E. Reed | 125 | 1,125,000 | 31.1 | 51.4 | 90 | 50.9 | 572,794 | | Trisha M. Gosser | 100 | 630,000 | 34.2 | 51.4 | 100 | 54.9 | 346,059 |

  31. Elements of our NEO Compensation Program

    (1) This metric is a non-GAAP financial measure. For more information, see Appendix A — Reconciliations of Non-GAAP Financial Measures. 31 Table of Contents Long-Term Incentive Compensation The Compensation Committee may grant long-term incentives, in the form of cash or equity, in its discretion. During fiscal year 2025, Mr. Reed and Ms. Gosser were eligible to receive awards under our 2023 Stock Incentive Plan (the "2023 Plan"). Mr. Horne did not receive any long-term incentive awards in 2025 due to his separation from the Company. In determining the NEO's target long-term incentive values, the Compensation Committee considered market data as well as the NEO's experience and performance. The table below shows the target value of the long-term incentive awards granted to Mr. Reed and Ms. Gosser in 2025:

  32. Elements of our NEO Compensation Program

    | Name | 2025 CPUs ($) | 2025 RSUs ($) | Total ($) | | Michael E. Reed | 1,500,000 | 1,500,000 | 3,000,000 | | Trisha M. Gosser | 370,000 | 370,000 | 740,000 |

  33. Elements of our NEO Compensation Program

    2025 RSUs. The 2025 RSUs vest one-third on the first, second, and third anniversaries of the date of grant, generally subject to continued service as an employee through each vesting date. The number of RSUs which vest on each vesting date will be settled in a like number of shares of Company common stock. 2025 CPUs. The 2025 CPUs will be earned based on the Company's performance with respect to Total Adjusted EBITDA(1), Total Digital Revenues and Free Cash Flow(1), weighted at 30%, 40%, and 30%, respectively. The Compensation Committee selected these measures because of investor focus on these areas and because we believe these are important measures in evaluating our financial performance. The awards vest three years from the date of grant subject to the level of performance achieved and generally subject to continued service as an employee through the vesting date. Total Adjusted EBITDA(1), Total Digital Revenues and Free Cash Flow(1) are measured over three separate annual performance periods, with one-third of the 2025 CPUs covered by a separate annual performance period. The performance target for each annual performance period is set by the Compensation Committee in the first quarter of that year. The Compensation Committee chose this approach to manage uncertainty while connecting a meaningful portion of compensation to results over the full three-year period. The 2025 CPUs have a threshold and maximum payout at 50% and 140% of target, respectively. 2023 CPUs and 2024 CPUs. The 2023 CPUs and 2024 CPUs are earned based on the Company's performance with respect to Total Adjusted EBITDA(1) and Total Digital Revenues (each weighted at 50%) and vest three years from the date of grant, generally subject to continued service as an employee through the vesting date. Total Adjusted EBITDA(1) and Total Digital Revenues are measured over three separate annual performance periods, with one-third of each award covered by each separate annual performance period. The 2023 CPUs and 2024 CPUs have a threshold payout at 50% of target and a maximum payout at 120% and 140% of target, respectively. 2025 Performance Goals and Results. The table below shows the performance goals and results for the 2025 performance period for the 2023 CPUs, 2024 CPUs and 2025 CPUs:

  34. Elements of our NEO Compensation Program

    Based on these results, 78.9%, 78.9%, and 54.6% of target was earned with respect to the 2023 CPUs, 2024 CPUs, and 2025 CPUs eligible for vesting based on the 2025 performance period. Earned 2023 CPUs vested in March 2026 and 32 Table of Contents earned 2024 CPUs and 2025 CPUs vest in August 2027 and August 2028, respectively, generally subject to continued service through each vesting date. See the 2025 Summary Compensation Table below for the value of CPUs earned for the 2025 performance period by our NEOs. Benefits and Perquisites 401(k) Savings Plan. We maintain a 401(k) Savings Plan (the "401(k) Plan"). In 2025, each of our NEOs participated in the 401(k) Plan. The 401(k) Plan permits eligible participants to make pre-tax and Roth contributions. Subject to the Internal Revenue Code limits on the amount of pay that could be taken into account, 401(k) Plan eligible pay generally includes a participant's base salary, performance-based bonuses, and pre-tax contributions to the Company's benefit plans. The current matching formula is 25% of contributions up to the first 4% of eligible pay for a maximum matching contribution of 1% of eligible pay. Security Arrangements. Our security program is based on a security assessment conducted in 2025 by an independent security consulting firm. This assessment found ongoing business-related security concerns warranting certain security measures for our Chief Executive Officer. We believe that the risk-based security measures we have implemented for our Chief Executive Officer are appropriate business expenses for the benefit of the Company. However, the SEC considers personal security to be a perquisite; as such, we include the incremental cost to the Company to provide this perquisite in the "All Other Compensation" column of the 2025 Summary Compensation Table. This amount is not paid directly to our Chief Executive Officer. Post-Termination Pay Key Employee Severance Plan We maintain the Key Employee Severance Plan, as amended and restated (the "Key EE Severance Plan"), in which Mr. Reed and Ms. Gosser participate with a multiplier (discussed below) of two and one, respectively. Under the Key EE Severance Plan, in the event of a participant's involuntary termination other than for Cause (as defined in the Key EE Severance Plan and discussed below), if the participant executes a release and agrees to certain restrictive covenants, the participant is entitled to receive: •a prorated annual bonus for the portion of the fiscal year elapsed prior to the termination date based on actual performance (unless the termination is also a qualifying termination under the CIC Severance Plan (defined and discussed below)); and •an amount equal to a "multiplier" that is designated for the participant times the participant's annual base salary rate immediately preceding termination. The Key EE Severance Plan generally defines "Cause" to include the participant's embezzlement, fraud, misappropriation of funds, breach of fiduciary duty, act of material dishonesty, failure to adequately perform their duties that is not otherwise timely remediated, material violation of the Company's employment policies, gross negligence that causes significant financial or reputational harm to the Company, conviction of or plea of guilty or nolo contendere to a felony or any crime involving moral turpitude, or a finding by a court or the SEC that the participant violated any securities law. Change in Control Severance Plan We maintain the 2015 Change in Control Severance Plan, as amended and restated (the "CIC Severance Plan") in which Mr. Reed and Ms. Gosser participate with a multiplier (discussed below) of two and one, respectively. In the event of a participant's involuntary termination without Cause or resignation for Good Reason within two years following a Change in Control (each as defined in the CIC Severance Plan and discussed below) (a "double trigger"), if the participant executes a release and agrees to certain restrictive covenants, in addition to any compensation and benefits that the participant may be entitled to receive under the Key EE Severance Plan, the participant is also entitled to receive: •a prorated annual bonus for the portion of the fiscal year elapsed prior to the termination date in an amount equal to the average annual bonus the participant earned with respect to three fiscal years immediately prior to the fiscal year in which the termination date occurs prorated for the portion of the fiscal year elapsed prior to the termination date; •an amount equal to a "multiplier" that is designated for the participant times the sum of: (i) the participant's annual base salary at the highest rate of salary during the 12-month period immediately prior to the 33 Table of Contents termination date or, if higher, during the 12-month period immediately prior to the Change in Control (in each case, as determined without regard for any reduction for deferred compensation, 401(k) plan contributions and similar items); and (ii) the higher of (A) the average annual bonus the participant earned with respect to the three fiscal years immediately prior to the fiscal year in which the Change in Control occurs and (B) the average annual bonus the participant earned with respect to the three fiscal years immediately prior to the fiscal year in which the termination occurs; and •an amount equal to the monthly COBRA cost of the participant's medical and dental coverage in effect as of the date of termination multiplied by the lesser of (A) 18 or (B) 24 minus the number of full months between the date of the Change in Control and the date of termination. In the event of a participant's involuntary termination without Cause or resignation for Good Reason prior to a Change in Control, and the participant reasonably demonstrates that the termination or resignation (i) was at the request of any third party participating in or causing the Change in Control, or (ii) otherwise arose in connection with, in relation to, or in anticipation of the Change in Control, then the participant is entitled to payments and benefits under the CIC Severance Plan as though the participant had resigned for Good Reason on the day after the Change in Control. The CIC Severance Plan generally defines "Change in Control" to mean: (a) the acquisition by any person of 20% or more of either the Company's outstanding common stock or the combined voting power of the Company's outstanding voting securities; (b) the individuals who constitute the incumbent Board cease for any reason to constitute at least a majority of the Board; or (c) the consummation of a reorganization, merger, or similar corporate transaction, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity, unless following such business combination, (i) all or substantially all of the owners of the Company's common stock and the Company's voting securities continue to own more than 50% of the Company's or successor company's common stock and the combined voting power of the Company's or successor company's voting securities after the business combination in substantially the same proportions as before the business combination, (ii) no person owns more than 20% of the Company's or successor company's common stock or the combined voting power of the Company's or successor company's voting securities, except to the extent that such ownership existed prior to the business combination, and (iii) at least a majority of the members of the board of directors of the Company or successor company following the business combination were members of the incumbent Board prior to the business combination. Under the CIC Severance Plan, "Cause" is defined the same way as such term is defined under the Key EE Severance

  35. Elements of our NEO Compensation Program

    Plan (see "Key Employee Severance Plan" above). The CIC Severance Plan generally defines "Good Reason" to mean the occurrence after a Change in Control of any of the following without the participant's written consent, unless corrected prior to the participant's termination: (a) a material diminution of the participant's duties, authorities or responsibilities; (b) a material reduction in the participant's base salary or target bonus opportunity; (c) the relocation of the participant's office to a location 35 or more miles farther from the participant's residence immediately prior to the Change in Control; (d) the failure by the Company to pay any material compensation or benefits due; (e) the failure of any successor to assume and agree to perform the CIC Severance Plan, or if the business for which the participant's services are principally performed is sold at any time within 24 months after a Change in Control, there is a material diminution of the participant's duties, authorities or responsibilities; or (f) any purported termination of the participant's employment that is not effected pursuant to a notice of termination satisfying the requirements of the CIC Severance Plan.

  36. Employment and Separation Agreements

    Employment and Separation Agreements Mr. Reed — We entered into an offer letter agreement with Mr. Reed, effective January 1, 2021, pursuant to which Mr. Reed became our employee and serves as our Chief Executive Officer. Pursuant to Mr. Reed's agreement, he is entitled to an annual base salary of at least $900,000 and an annual cash bonus target of at least 110% of his base salary. Pursuant to Mr. Reed's agreement, he is eligible to participate in our long-term incentive compensation plan, our Key EE Severance Plan, and our CIC Severance Plan. Ms. Gosser — We entered into an offer letter agreement with Ms. Gosser, effective March 18, 2025, pursuant to which she serves as our Chief Financial Officer. Ms. Gosser's agreement provides that she is entitled to an annual base salary of at least $630,000 and an annual cash bonus target of at least 100% of her base salary. Ms. Gosser also participates in our long-term incentive compensation plan, our Key EE Severance Plan, and our CIC Severance Plan. Mr. Horne — As previously described in the Company's proxy statement for the 2025 annual meeting of stockholders, we entered into a separation letter agreement with Mr. Horne, effective April 1, 2025. Pursuant to the agreement, Mr. 34 Table of Contents Horne received or will receive, among other benefits, (i) a severance payment of $1,438,700 (his base salary plus 2024 bonus), (ii) cash performance units in an amount equal to $602,890 (representing a prorated portion of his outstanding awards); and (iii) a transition bonus of $282,813 (representing the cash value of shares that would have vested in June and August 2025).

  37. Policies and Practices Related to the Timing of Equity Awards

    Policies and Practices Related to the Timing of Equity Awards Although we do not have a formal policy regarding the timing of awards of stock options, stock appreciation rights ("SARs") and/or similar option-like instruments, including grants to our NEOs, we do not make these awards or any other form of equity compensation in anticipation of the release of material, non-public information. Similarly, we do not time the release of material, non-public information based on stock option, SARs or other equity award grant dates for the purpose of affecting the value of any award. In fiscal year 2025, we did not grant any options to purchase shares of our common stock, SARs or similar option-like instruments. 35 Table of Contents

  38. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  39. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Michael E. Reed | 2025 | 903,462 | — | 1,499,999 | 1,634,994(3) | — | 47,044(4) | 4,085,499 | | CEO | 2024 | 906,923 | — | 1,714,904 | 1,830,491 | — | 39,764 | 4,492,082 | | | 2023 | 900,000 | — | 1,697,623 | 1,264,609 | — | — | 3,862,232 | | Trisha M. Gosser | 2025 | 595,143 | — | 370,000 | 413,448(3) | — | 3,500(4) | 1,382,091 | | CFO | | | | | | | | | | Douglas E. Horne | 2025 | 200,000 | — | — | 95,570(5) | — | 1,725,013(4) | 2,020,583 | | Former CFO | 2024 | 793,654 | — | 646,632 | 996,885 | — | — | 2,437,171 | | | 2023 | 775,000 | — | 640,873 | 752,298 | — | 330,071 | 2,498,242 |

  40. 2025 Summary Compensation Table

    | (1) The amount reported may vary from the approved annual base salary rate because the salary reported in the table is based on the actual number of weekly pay periods in a year and reflects any mid-year increases as disclosed in the Compensation Discussion and Analysis above. | | (2) The amounts in this column reflect the aggregate grant date fair value of the stock awards for each year pursuant to ASC 718. Additional details on accounting for stock-based compensation can be found in Note 13 (Supplemental equity and other information) to our consolidated financial statements contained in our 2025 Annual Report on Form 10-K. | | (3) Includes the cash incentive payments received under the ABP for 2025 ($572,794 for Mr. Reed and $346,059 for Ms. Gosser), the portion of the 2023 CPUs and 2024 CPUs eligible for vesting for the 2025 performance period based on 2025 actual performance ($394,500 and $394,500, respectively for Mr. Reed), and the portion of the 2025 CPUs eligible for vesting for the 2025 performance period based on 2025 actual performance ($273,200 for Mr. Reed and $67,389 for Ms. Gosser). | | (4) Includes (i) for each NEO, $3,500 in Company matching contributions to their respective 401(k) Plan account, (ii) for Mr. Reed, also includes $43,544 related to security arrangements, and (iii) for Mr. Horne, also includes $1,721,513 in severance pay ($1,223,501 of which was paid in 2025). | | (5) Includes $95,570 in CPUs that vested based on target performance upon Mr. Horne's separation from the Company. |

  41. 2025 Summary Compensation Table

    36 Table of Contents

  42. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table shows the plan-based awards granted during fiscal year 2025 to our NEOs.

  43. Grants of Plan-Based Awards in 2025

    | Name | Award Type(1) | Grant Date | Number of Units Under Non-Equity Incentive Plan Awards (#) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock(2) ($) | | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Michael E. Reed | 2025 RSU(3) | 8/05/2025 | | | | | 359,712 | 1,499,999 | | | 2025 CPU(4) | 8/05/2025 | 500,000 | 250,000 | 500,000 | 700,000 | | | | | 2024 CPU(4) | 3/28/2025(4) | 500,000 | 250,000 | 500,000 | 700,000 | | | | | 2023 CPU(4) | 3/28/2025(4) | 500,000 | 250,000 | 500,000 | 600,000 | | | | | ABP | | | 421,875 | 1,125,000 | 1,518,750 | | | | Trisha M. Gosser | 2025 RSU(3) | 8/05/2025 | | | | | 88,729 | 370,000 | | | 2025 CPU(4) | 8/05/2025 | 123,333 | 61,667 | 123,333 | 172,666 | | | | | ABP | | | 236,250 | 630,000 | 850,500 | | | | Douglas E. Horne | 2024 CPU(4) | 3/28/2025(4) | 191,667 | 95,834 | 191,667 | 268,333 | | | | | 2023 CPU(4) | 3/28/2025(4) | 191,667 | 95,834 | 191,667 | 230,000 | | |

  44. Grants of Plan-Based Awards in 2025

    | (1) RSUs are time-vesting restricted stock units, CPUs are performance-vesting units payable in cash, and ABP represents cash incentive awards under the ABP for 2025. | | (2) Amounts represent the aggregate grant date fair value of awards pursuant to ASC 718. Additional details on accounting for stock-based compensation can be found in Note 13 (Supplemental equity and other information) to our consolidated financial statements contained in our 2025 Annual Report on Form 10-K. | | (3) 2025 RSUs vest one-third on the first, second and third anniversary of the date of grant, generally subject to continued service as an employee through each vesting date. | | (4) The 2023 CPUs, 2024 CPUs and 2025 CPUs each have a three-year performance period consisting of three separate annual performance periods, with one-third of the target number of units eligible for vesting each annual performance period. The performance target for each annual performance period is set by the Compensation Committee in the first quarter of the respective year. If an award of a target amount is made at the beginning of a multi-year performance period with a portion of the award eligible for vesting for each successive annual performance periods, and the performance target for each annual performance period is set at the beginning of that annual performance period, then each annual performance period has a separate grant date when the performance target for that annual performance period is set for purposes of this table. Accordingly, the values for the 2023 CPUs, 2024 CPUs and 2025 CPUs at threshold, target and maximum reflect only the portion eligible for vesting for the 2025 annual performance period. The CPUs vest three years from the initial date of grant subject to the performance achieved for each annual performance period and generally subject to continued service as an employee through the vesting date. |

  45. Grants of Plan-Based Awards in 2025

    37 Table of Contents

  46. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The table below sets forth the outstanding stock awards that were held by our NEOs as of December 31, 2025. There were no outstanding stock option awards held by our NEOs as of December 31, 2025.

  47. Outstanding Equity Awards at December 31, 2025

    | | | Stock Awards | | | Name(1) | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | | Michael E. Reed | 3/24/2023 | 273,224(3) | 1,407,104 | | | 8/06/2024 | 226,758(4) | 1,167,804 | | | 8/05/2025 | 359,712(5) | 1,852,517 | | Trisha M. Gosser | 3/24/2023 | 24,317(3) | 125,233 | | | 8/06/2024 | 20,786(4) | 107,048 | | | 8/05/2025 | 88,729(5) | 456,954 |

  48. Outstanding Equity Awards at December 31, 2025

    | (1) Mr. Horne held no outstanding equity awards as of December 31, 2025. | | (2) Calculated using a stock price of $5.15, which was the closing price of a share of our common stock on December 31, 2025, the last trading day of fiscal year 2025. | | (3) These RSAs vested on the third anniversary of the date of grant. | | (4) These RSUs vest in substantially equal tranches on the second and third anniversary of the date of grant, subject to continued service as an employee through each vesting date and the terms of the award agreement. | | (5) These RSUs vest one-third on the first, second, and third anniversary of the date of grant, subject to continued service as an employee through each vesting date and the terms of the award agreement. |

  49. Stock Vested in 2025

    Stock Vested in 2025 The following table provides information about the stock awards held by our NEOs that vested during fiscal year 2025. Our NEOs did not have any outstanding stock options that vested during fiscal year 2025.

  50. Stock Vested in 2025

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Michael E. Reed | 679,744(3) | 2,251,170 | | Trisha M. Gosser | 81,748(4) | 274,387 | | Douglas E. Horne | 202,449(5) | 637,714 |

  51. Stock Vested in 2025

    | (1) The number of shares and values reflected in the table are reported on an aggregate basis and do not reflect shares withheld for taxes. | | (2) Represents the value of shares vested, based on the closing price of a share of our common stock on the vesting date (or if such date fell on a weekend or public holiday, the closing price of a share of our common stock on the date immediately prior to the vesting date on which our shares traded). | | (3) Includes RSAs granted in 2022 and 2023, PSUs granted in 2022 and RSUs granted in 2024. | | (4) Includes RSAs granted in 2022 and 2023 and RSUs granted in 2024. | | (5) Includes RSAs granted in 2022 and 2023 and PSUs granted in 2022. |

  52. Pension Benefits

    Pension Benefits None of our NEOs were participants in tax-qualified defined benefit plans or supplemental executive retirement plans during the fiscal year ended December 31, 2025.

  53. 2025 Non-Qualified Deferred Compensation

    2025 Non-Qualified Deferred Compensation Our NEOs are not eligible to participate in any non-qualified deferred compensation plans maintained by us. Accordingly, there were no contributions or withdrawals by them under such arrangements during fiscal year 2025. 38 Table of Contents

  54. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table estimates the amount of compensation payable to our NEOs in the event of termination of employment, assuming that such terminations were effective as of December 31, 2025.

  55. Potential Payments Upon Termination or Change in Control

    | Name(1) | Involuntary Termination without Cause or Voluntary Termination for Good Reason upon a Change in Control ($) | Involuntary Termination without Cause ($) | Voluntary Termination for Good Reason ($) | Voluntary Termination without Good Reason ($) | Termination upon Death or Disability ($) | | Michael E. Reed | | | | | | | ABP(2) | 761,767 | 572,794 | — | — | — | | Severance Pay(3) | 5,123,534 | 1,800,000 | — | — | — | | RSAs(4) | — | — | — | — | 1,407,104(5) | | RSUs(4) | — | — | — | — | 3,020,321(5) | | CPUs | 4,217,950(6) | 2,645,250(7) | — | — | 2,645,250(7) | | Benefits Continuation | 38,205(8) | — | — | — | — | | Total | 10,141,456 | 5,018,044 | — | — | 7,072,675 | | Trisha M. Gosser | | | | | | | ABP(2) | 144,956 | 346,059 | — | — | — | | Severance Pay(3) | 1,404,956 | 630,000 | — | — | — | | RSAs(4) | — | — | — | — | 125,233(5) | | RSUs(4) | — | — | — | — | 564,002(5) | | CPUs | 370,000(6) | 123,333(7) | — | — | 123,333(7) | | Benefits Continuation | —(9) | — | — | — | — | | Total | 1,919,912 | 1,099,392 | — | — | 812,568 |

  56. Potential Payments Upon Termination or Change in Control

    | (1) As of December 31, 2025, Mr. Horne was no longer employed by the Company. See "Employment and Separation Agreements" for a description of payments and benefits Mr. Horne received in connection with his separation from the Company. | | (2) Represents amounts under the ABP that the NEO is entitled to under the CIC Severance Plan and Key EE Severance Plan in the event of a qualifying termination. See "Elements of our NEO Compensation Program — Post-Termination Pay" under Compensation Discussion and Analysis. | | (3) Represents amounts the NEO is entitled to based on the NEO's multiplier under the provisions of the CIC Severance Plan and Key EE Severance Plan in the event of a qualifying termination. See "Elements of our NEO Compensation Program — Post- Termination Pay" under Compensation Discussion and Analysis. | | (4) The value of RSAs and RSUs is determined by multiplying the number of shares that would have vested as of December 31, 2025 in connection with a qualifying termination by $5.15, the closing price of a share of our common stock on December 31, 2025, the last trading day of fiscal year 2025. | | (5) In the event of termination as a result of death or disability, any unvested RSAs and RSUs immediately vest subject to the terms of the award agreement. | | (6) In the event of termination without Cause or for Good Reason in connection with a Change in Control (each as defined in the CIC Severance Plan) (a "double trigger"), (a) unvested 2023 CPUs vest as follows: (i) the full number based on actual performance for completed performance periods and the performance period which includes the termination date, and (ii) the full number based on target performance for performance periods which have not started before the termination date, and (b) unvested 2024 CPUs and 2025 CPUs vest as follows: (i) the full number based on actual performance for completed performance periods and (ii) the full number based on target performance for the performance period which includes the termination date and any performance periods which have not started before the termination date. |

  57. Potential Payments Upon Termination or Change in Control

    39 Table of Contents

  58. Potential Payments Upon Termination or Change in Control

    | (7) In the event of involuntary termination without cause or termination due to death or disability, (a) unvested 2023 CPUs vest as follows: (i) the full number based on actual performance for completed performance periods, (ii) a prorated portion based on actual performance for the performance period which includes the termination date, and (iii) are forfeited for any performance periods which have not started before the termination date, and (b) unvested 2024 CPUs and 2025 CPUs vest as follows: (i) the full number based on actual performance for completed performance periods, (ii) a prorated portion based on target performance for the performance period which includes the termination date, and (iii) are forfeited for any performance periods which have not started before the termination date. | | (8) This amount represents the monthly COBRA cost of medical and dental coverage for 18 months based on the rates in effect on December 31, 2025 pursuant to the COBRA benefit under the CIC Severance Plan. | | (9) Ms. Gosser was not enrolled in any medical or dental insurance plans offered by the Company during 2025. |

  59. Compensation of Directors

    Compensation of Directors For 2025, each non-employee director received an annual retainer fee of $100,000 (or a pro-rated portion of such fee for directors who served for part of the year), payable quarterly. In addition, the chair of the Audit, Nominating and Corporate Governance, Compensation, and Transformation Committees of the Board each received additional retainer fees, or a pro rata portion thereof, of $20,000, and the Lead Director received an additional retainer fee of $40,000. For 2025, the retainer fees to non-employee directors were paid in cash, except with respect to Mr. Louis and Ms. Reinhard, who elected to receive all or some of the retainer fees in shares of our common stock. To the extent a director elects to receive retainer fees in stock, shares are distributed quarterly with the actual number of shares being based on the closing price of a share of our common stock on the last business day of the respective quarter. Directors who are employed by us do not receive compensation for their service as members of the Board. For 2025, each non-employee director also received an annual stock grant on the first business day following the annual meeting of stockholders with a value of $125,000. Non-employee directors are also reimbursed for reasonable costs and expenses incurred in attending meetings of our Board and its committees.

  60. 2025 Director Compensation Table

    2025 Director Compensation Table

  61. 2025 Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash(2) ($) | Stock Awards(3) ($) | All Other Compensation ($) | Total ($) | | Kevin M. Sheehan | 160,000 | 124,998 | — | 284,998 | | Maha Al-Emam | 100,000 | 124,998 | — | 224,998 | | Theodore P. Janulis | 103,950 | 124,998 | — | 228,948 | | John Jeffry Louis III | 116,050(4) | 124,998 | — | 241,048 | | Amy E. Reinhard | 116,050(5) | 124,998 | — | 241,048 | | Debra A. Sandler | 103,950 | 124,998 | 17,000(6) | 245,948 | | Laurence Tarica | 103,950 | 124,998 | — | 228,948 | | Barbara W. Wall | 116,050 | 124,998 | — | 241,048 |

  62. 2025 Director Compensation Table

    | (1) As our Chief Executive Officer and President, Mr. Reed is an employee and receives no compensation for services as a director. | | (2) Amounts include the annual cash retainer fees paid to each of our non-employee directors and additional retainer fees for services as Lead Director and/or chair of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, or Transformation Committee. | | (3) Includes the aggregate grant date fair value of the stock awards granted during fiscal year 2025 computed in accordance with ASC 718. Each of our non-employee directors received an annual stock grant of 35,816 shares of common stock on June 3, 2025. For each director, the number of shares of stock was determined by dividing the value of the annual stock grant ($125,000) by the closing price of a share of our common stock on the grant date ($3.49). We did not issue any fractional shares and, as a result, the aggregate grant date fair value of each director's award is slightly less than $125,000. | | (4) Mr. Louis elected to receive his retainer fees in shares of our common stock. | | (5) Ms. Reinhard elected to receive $57,500 of her retainer fees in shares of our common stock. | | (6) Represents amounts for event tickets provided for personal use. |

  63. 2025 Director Compensation Table

    40 Table of Contents

  64. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K, the Company is required to disclose the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of the median employee of the Company. For fiscal year 2025, the ratio of our Chief Executive Officer's compensation to the median employee's total compensation was 74:1, the 2025 Summary Compensation Table annual total compensation amount for Mr. Reed was $4,085,499, and the equivalent annual total compensation for the identified median employee was $55,266. To determine our median compensated employee, we reviewed our global employee population, consisting of approximately 7,500 U.S. employees and approximately 2,000 non-U.S. employees who were employed by us as of December 31, 2025. The approximate number of excluded employees by country were as follows: Australia (70), Canada (20), New Zealand (30), and Spain (1). As a result, our median compensated employee determination includes approximately 9,400 employees which represented approximately 99% of our global employee population as of December 31, 2025. To identify our median compensated employee from the selected employee population, we used Form W-2 box 5 wages (and the equivalent amounts for our non-US employees) as our consistently applied compensation measure ("CACM"). We annualized the CACM for permanent employees that were hired in 2025, and we did not make any cost-of- living adjustments. We excluded employees who had been on leave for more than one year. To calculate the annual total compensation for our median compensated employee, we used a methodology consistent with that used for the 2025 Summary Compensation Table. We did not make any assumptions, adjustments, or estimates with respect to annual total compensation. Because SEC rules for identifying a median compensated employee and calculating the pay ratio based on that employee's annual total compensation allow companies to apply certain exclusions, include estimates, and adopt different methodologies that reflect their employee population and compensation practices, the ratio above may not be comparable to the CEO pay ratio reported by other companies.

  65. Pay Versus Performance

    Pay Versus Performance The following table sets forth the compensation for our principal executive officer ("PEO") and the average compensation for our other named executive officers ("non-PEO NEOs"), both as reported in the Summary Compensation Table for the applicable year and the compensation “actually paid” (as defined under SEC pay versus performance disclosure rules) to such individuals, for each of the last five fiscal years. For further information concerning our pay-for-performance philosophy and how we align executive compensation with Company financial performance, see the Compensation Discussion and Analysis in this proxy statement. 42 Table of Contents

  66. 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) ($) | Average Compensation "Actually Paid" to non-PEO NEOs(2) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income(6) (in thousands) ($) | Total Adjusted EBITDA(7) (non-GAAP) (in thousands) ($) | | | | | | | Company TSR(4) ($) | Peer Group TSR(4)(5) ($) | | | | 2025 | 4,085,499 | 3,294,681(8) | 1,701,337 | 751,393(8) | 153.27 | 152.10 | 1,755 | 263,048 | | 2024 | 4,492,082 | 7,017,132 | 2,437,171 | 3,621,279 | 150.60 | 140.07 | (26,387) | 273,189 | | 2023 | 3,862,232 | 2,599,487 | 2,498,242 | 2,742,587 | 68.45 | 125.93 | (27,894) | 267,683 | | 2022 | 3,379,449 | (4,562,882) | 2,198,124 | 572,427 | 60.42 | 94.13 | (78,255) | 257,283 | | 2021 | 7,741,052 | 12,327,052 | 1,753,698 | 2,678,593 | 158.63 | 123.85 | (136,171) | 433,712 |

  67. Pay Versus Performance

    | (1) The PEO received a special inducement equity award at the start of his employment by the Company in 2021. | | (2) Computed in accordance with the SEC's pay versus performance disclosure rules. The amounts do not necessarily reflect the actual amount of compensation earned or paid during the applicable fiscal year. | | (3) Ms. Gosser and Mr. Horne were the only non-PEO NEOs for 2025. Mr. Horne was the only non-PEO NEO for 2024, 2023, 2022 and 2021. | | (4) Total Stockholder Return, or TSR, is cumulative for the measurement periods beginning on December 31, 2020, and ending on December 31 of each respective year, calculated in accordance with Item 201(e) of Regulation S-K. | | (5) The peer group used for this purpose is the S&P 1500 Publishing & Printing index. | | (6) Reflects Net income (loss) as reported in the Company's Consolidated Statements of Operations and Comprehensive Income (loss) included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. | | (7) The Total Adjusted EBITDA measure was utilized for both our short-term incentive compensation program, as well as for setting goals for performance-based long-term incentives. The Compensation Committee determined compensation amounts in each year based on Total Adjusted EBITDA as it was defined and disclosed in the applicable year. | | (8) The following table describes the adjustments to the Summary Compensation Table Total, each of which is required by SEC rules, to calculate Compensation "Actually Paid": |

  68. Pay Versus Performance

    | | PEO ($) | Non-PEO NEOs (Average) ($) | | Summary Compensation Table Total | 4,085,499 | 1,701,337 | | (Deduct): Grant date fair value of equity awards granted during current fiscal year as reported in the Summary Compensation Table | (1,499,999) | (185,000) | | Add: Fair value of equity awards granted in current fiscal year – value at year-end | 1,852,517 | 228,477 | | Add: Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 44,998 | 2,030 | | Add (Deduct): Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | (1,188,334) | (262,968) | | (Deduct): Fair value of equity awards that were cancelled in current year - value at prior fiscal year-end | — | (732,483) | | Compensation "Actually Paid" | 3,294,681 | 751,393 |

  69. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the following graphs with respect to the relationships between information presented in the Pay Versus Performance table. 44 Table of Contents