DEF 14A of FuboTV Inc., Apr 26, 2024

DEF 14A of FuboTV Inc.

Filed Apr 26, 2024 · FY20230001628280-24-018633

Open on EDGAR

  1. DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)

    DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING) The nominees for election to the Board of Directors, including their principal occupations, business experience and other biographical information, are as follows:

  2. DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)

    | DAVID GANDLER | | | CEO and Director since: April 2020 (after previously serving as CEO and Director of FuboTV Sub since April 2014). Age: 48 | Biography: David Gandler has served as our Chief Executive Officer and a member of our Board of Directors since April 2020. He previously served as President and Chief Executive Officer of FuboTV Sub prior to the Merger and as a member of FuboTV Sub’s board of directors from March 2014 to April 2020. Prior to co-founding FuboTV Sub, Mr. Gandler served as Vice President, Ad Sales at DramaFever, a video streaming service acquired in 2016 by Warner Bros. Entertainment Inc., from 2013 to 2014. Prior to 2013, Mr. Gandler held positions at Scripps Networks Interactive, Inc., Time Warner Cable and Telemundo, a division of NBCUniversial Media, LLC. From March 2021 to September 2023, Mr. Gandler served on the board of directors of Waverley Capital Acquisition Corp. 1, a special purpose acquisition company. Mr. Gandler currently serves on the board of directors of Bare Knuckle Fighting Championship, Inc. and as a trustee for the United States Olympic & Paralympic Foundation. Mr. Gandler received his bachelor’s degree in Economics from Boston University. Qualifications: We believe Mr. Gandler is qualified to serve on our Board based on his considerable experience in the digital media industry as well as the operational insight and expertise he has accumulated as our Chief Executive Officer and as the Chief Executive Officer of FuboTV Sub since its inception. |

  3. DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)

    | EDGAR BRONFMAN JR. | | | Executive Chairman and Director since: May 2020 Age: 68 | Biography: Edgar Bronfman Jr. has served as our Executive Chairman and a member of our Board of Directors since May 2020. Since October 2017, Mr. Bronfman has served as Chairman of Waverley Capital LLC, a media-focused venture capital fund, of which he is also a co-founder and General Partner. From 2014 through December 31, 2022, Mr. Bronfman has served as Managing Partner of Accretive, LLC, a private equity firm. Mr. Bronfman served in various roles at Warner Music Group, a multinational entertainment and record label, most recently serving as Chief Executive Officer from March 2004 to August 2011 and as a member of the board of directors from March 2004 to May 2013, including serving as chairman of the board of directors from March 2004 to January 2012. From March 2021 to September 2023, Mr. Bronfman served as the Chairman of the board of directors of Waverley Capital Acquisition Corp. 1, a special purpose acquisition company. Mr. Bronfman previously served on the boards of directors of IAC/InterActive Corp, a publicly-held operator of Internet businesses, from February 1998 to October 2019 and Accretive Health, Inc. (now known as R1 RCM Inc.), a healthcare management company, from October 2006 to February 2016. Mr. Bronfman has also served as executive chairman of Global Thermostat Operations, LLC, a company designed to develop and commercialize technology for the direct capture of carbon dioxide, since 2010 and on the board of directors of Falcon Capital Acquisition Corp since 2020. Mr. Bronfman is Chairman of the Board of Endeavor Global, Inc., a member of the board of trustees of NYU Langone Health, a member of the Board of the Council of Foreign Relations, Vice President of the Ann L. Bronfman Foundation and Director of the Clarissa and Edgar Bronfman Jr. Foundation. Qualifications: We believe Mr. Bronfman is qualified to serve on our Board based on his experience as a member of senior management of various public and global companies, which gives him particular insight into business strategy, leadership, marketing, consumer branding and international operations. The Board also considered his high level of financial literacy and insight into the media, entertainment and technology industries as well as his private equity experience. |

  4. DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)

    | IGNACIO “NACHO” FIGUERAS | | | Director since: August 2020 Age: 47 | Biography: Ignacio “Nacho” Figueras has served on our Board of Directors since August 2020. Mr. Figueras is an award-winning Argentinian polo player, an entrepreneur, television personality, spokesperson, investor and philanthropist. Since 2004, Mr. Figueras has been the captain and co-owner of the Black Watch polo team and, since 2004, has been the owner of Cria Yatay, a successful global horse breeding operation based in Argentina. In addition to his polo career, in collaboration with Flavors & Fragrances, Mr. Figueras has developed a luxury fragrance line, The Ignacio Figueras Collection. Further, in 2013, Mr. Figueras and Estudio Ramos co-founded the Figueras Design Group, a global design consultancy headquartered in Buenos Aires with offices in New York and Chicago. Mr. Figueras is also an investor and a member of the Advisory board at Flow Water, a fast-growing premium wellness water brand in North America. From 2000 to 2019, Mr. Figueras served as a spokesperson for Ralph Lauren and Ralph Lauren fragrances. Qualifications: We believe Mr. Figueras is qualified to serve on our Board based on the valuable insight into the sports industry he brings from his first-hand experience as a world-class athlete in the United States and globally. |

  5. DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)

    | NEIL GLAT | | | Director since: March 2024 Age: 56 Committee Membership: Compensation and Nominating and Corporate Governance | Biography: Neil Glat has served on our Board of Directors since March 2024. From September 2019 to present, Mr. Glat has been the Managing Member of NG Strategies, LLC, providing strategic advice to sports, media, and technology businesses. He most recently served as Co-President, North America for SPORTFIVE, a global sports, entertainment, and marketing agency, from January 2022 until February 2024. Previously, from April 2012 through August 2019, Mr. Glat served as President of the New York Jets, and, from September 2019 to March 2020, he was a Senior Advisor to the New York Jets. Prior to that, Mr. Glat was a senior executive at the National Football League for 15 years, where he oversaw corporate development and strategy, and has previous experience in management consulting at McKinsey & Company and investment banking at Dillon, Read & Co. Mr. Glat is currently a Senior Advisor for Arctos Sports Partners, a private equity platform focused on the professional sports industry. Mr. Glat has been a director, and was recently appointed Chairman, of Evolv Technologies Holdings, Inc. since NewHold Investment Corp. closed its business combination with Evolv Technologies Holdings, Inc in July 2021. He previously had been a member of the board of directors of NewHold Investment Corp., a publicly-traded SPAC, since July 2020. Mr. Glat previously served on the Board of NewHold Investment Corp. II (including as Chair of the Nominating and Corporate Governance Committee), a publicly-traded, industrial technology SPAC, from October 2021 to April 2023. Since 2019, he has also served on the board of ASM Global, a privately-held company which is the world’s largest venue management company and which was formed by the merger of SMG and AEG Facilities. In addition, Mr. Glat serves on many philanthropic boards. Mr. Glat has extensive operating and strategic experience in sports, entertainment, media, and hospitality. During his more than 25 years in combined tenures at the New York Jets, the National Football League, and professional service firms, Mr. Glat has consistently focused on, among other things, driving revenue growth, increasing consumer engagement, identifying new businesses, encouraging innovation, developing forward-looking strategies, and executing strategic transactions. Mr. Glat earned a Bachelor of Sciences in Economics from The Wharton School at the University of Pennsylvania and a JD from Harvard Law School. Qualifications: We believe Mr. Glat is qualified to serve on our Board based on a variety of factors, including his extensive operating, leadership and strategic experience in the sports, entertainment and media industries, as well as his public and private company board experience. |

  6. DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)

    | JULIE HADDON | | | Director since: March 2022 Age: 56 Committee Membership: Audit and Compensation (Chair) | Biography: Julie Haddon has served on our Board of Directors since March 2022. Since October 2023, Ms. Haddon has served as the Chief Marketing and Commercial Officer for the National Women’s Soccer League (“NWSL”) where she oversees the league’s commercial, broadcast and marketing divisions focused on maximizing brand, fan and revenue growth for the NWSL. Prior to this role, she served as the NWSL’s first Chief Marketing Officer since March 2022 . Ms. Haddon currently serves on the board of directors for TOCA Football, a soccer-focused technology, training and entertainment company, and as a senior advisor to Bettor Capital, a venture fund focused on sports betting and gaming innovation. Ms. Haddon also serves as a board advisor at NuArca Labs, a sports, athlete and ticketing NFT global platform, and is a former owner of the National Women’s Soccer League team, Chicago Red Stars. From 2016-2021, Ms. Haddon was Senior Vice President of Global Brand and Consumer Marketing for the National Football League (“NFL”). Prior to joining the NFL, Ms. Haddon spent two decades working in senior leadership roles, including at DreamWorks Animation which produced the franchise SHREK, where her team was the recipient of the first-ever Academy Award for an Animated Feature Film. She also led Marketing at Blue Sky Studios, led Global Social Media at eBay, where she built the company’s Social Media Business Unit, and later oversaw Social Media at Zynga. Ms. Haddon received a B.A. from Indiana University. Qualifications: We believe Ms. Haddon is qualified to serve on our Board based on a variety of factors, including her extensive experience in the sports and media industries. In addition, the Board considered that Ms. Haddon contributes to the gender and LGBTQ+ diversity of the Board. |

  7. DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)

    | DANIEL LEFF | | | Director since: July 2020 (after previously serving as a Director of FuboTV Sub since May 2015). Age: 55 Committee Membership: Audit (Financial Expert), Compensation, and Nominating and Corporate Governance (Chair) | Biography: Dr. Daniel Leff has served on our Board of Directors since July 2020. Dr. Leff is Co-Founder and Managing Partner of Waverley Capital, a media-focused venture capital fund. Dr. Leff also serves as a Managing Partner of Luminari Capital, a media-focused venture capital fund that he founded in 2013. Prior to co-founding Waverley Capital and founding Luminari Capital, Dr. Leff was a Partner with Globespan Capital Partners. Earlier in his career, Dr. Leff worked for Sevin Rosen Funds, Redpoint Ventures and held engineering, marketing and strategic investment positions with Intel Corporation. From March 2021 to September 2023, Dr. Leff served as Chief Executive Officer and director of Waverley Capital Acquisition Corp. 1, a special purpose acquisition company. Dr. Leff served on the board of directors of FuboTV Sub, from May 2015 to April 2020, and Roku, Inc., a publicly-traded media streaming company, from August 2011 to May 2018. In addition, Dr. Leff currently serves on the board of directors of multiple private media companies, including the Professional Fighters League (PFL). Previously, Dr. Leff served on the board of directors of Wondery (sold to Amazon), a podcast network, from June 2019 to February 2021. Dr. Leff has also been an investor and/or director in various other media companies, including 1Mainstream (sold to Cisco), Art19, Elemental Technologies (sold to Amazon), Endel, Headspace, Matterport, MikMak, MOVL (sold to Samsung), PlutoTV (sold to ViacomCBS), TheAthletic (sold to the NY Times) and Volley. Dr. Leff received his bachelor’s degree in Chemistry from The University of California, Berkeley (“UC Berkeley”), his Ph.D. in Physical Chemistry from the University of California, Los Angeles (“UCLA”) and his Master of Business Administration from The UCLA Anderson Graduate School of Management, where he was an Anderson Venture Fellow and where he currently serves on the Board of Advisors. Dr. Leff also serves on the Board of Directors of the UCLA Center for Media, Entertainment, and Sports. Qualifications: We believe Dr. Leff is qualified to serve on our Board based on his decades of experience in investing and serving on the boards of both private and publicly-traded media companies, his insight into business strategy, leadership, and marketing in the industry and his service on the FuboTV Sub Board of Directors. |

  8. DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)

    | LAURA ONOPCHENKO | | | Director since: September 2020 Age: 56 Committee Membership: Audit (Chair and Financial Expert) | Biography: Laura Onopchenko has served on our Board of Directors since September 2020. Ms. Onopchenko previously served as Chief Financial Officer of Getaround, a car-sharing company, from September 2020 to November 2022. Ms. Onopchenko also previously served as Chief Financial Officer at NerdWallet, a website and app that provides financial guidance to more than 160 million consumers every year, from September 2017 to March 2020. Before NerdWallet, she was Vice President of Finance at DaVita Rx, the pharmacy division at DaVita, from February 2011 to July 2016. Earlier in her career, Ms. Onopchenko worked as an investment banker, an early-stage tech investor, and in a variety of operating roles in environments ranging from start-ups to Fortune 500 companies. Ms. Onopchenko received her bachelor’s degree in Economics from UC Berkeley and her Master of Business Administration from The Wharton School of the University of Pennsylvania. Qualifications: We believe Ms. Onopchenko is qualified to serve on our Board based on her experience with high-growth companies and her financial expertise. In addition, the Board considered that Ms. Onopchenko contributes to the gender diversity of the Board. |

  9. DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)

    | PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  10. DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)

    Our Audit Committee has appointed KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Our Board has directed that this appointment be submitted to our shareholders for ratification. Although ratification of our appointment of KPMG LLP is not required, we value the opinions of our shareholders and believe that shareholder ratification of our appointment is a good corporate governance practice. KPMG LLP also served as our independent registered public accounting firm for the fiscal year ended December 31, 2023. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors, providing audit and non-audit related services. A representative of KPMG LLP is expected to attend the Annual Meeting via live webcast, to have an opportunity to make a statement if desired, and to be available to respond to appropriate questions from shareholders. In the event that the appointment of KPMG LLP is not ratified by the shareholders, the Audit Committee will consider this fact when it appoints the independent auditors for the fiscal year ending December 31, 2025. Even if the appointment of KPMG LLP is ratified, the Audit Committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change is in the interests of Fubo.

  11. SHAREHOLDER FEEDBACK AND ACTIONS IN RESPONSE

    | WHAT WE HEARD . . . | WHAT WE DID . . . | | Investors Disfavored CEO’s Long-Term Performance Option Design: In October 2020 in connection with the Merger and Fubo’s commencement of trading on the New York Stock Exchange, the Board granted Mr. Gandler a special, one time grant of 4,100,000 performance-based stock options (the “Gandler Performance Options”) with an exercise price per share of $10.00. Shareholders expressed concerns over the following design elements of the award: | Amendment of Vesting Terms of Gandler Performance Options in April 2023 to Remove Discretion: In April 2023, in light of shareholder feedback and consultation with Aon, the Compensation Committee’s independent compensation consultant, the Board approved an amendment to the Gandler Performance Options, which implemented the following modifications to the vesting of the 3,280,000 options that remained unvested at that time (80% of the original grant) (the “Amended Gandler Performance Options”): | | •Award Permitted Vesting in Compensation Committee’s Discretion Despite Nonachievement of Performance Goals: The five-year annual performance objectives applicable to the Gandler Performance Options were pre-determined by the Board at the time of grant tied to stock price, revenue, gross margin, subscribers, launch of new markets and, commencing in 2023, creation of new revenue streams, however, the Compensation Committee retained a certain degree of discretion in determining the vesting of the award each year. Specifically, shareholders noted that the Compensation Committee determined that 20% of the award vested with respect to 2021 performance despite the fact that certain performance targets established for 2021 were not met. | •Removed Discretion and Tied Vesting to Achievement of Pre-Established Performance Objectives: The Gandler Performance Options were amended to provide that any additional vesting of the remaining 80% of the original award, including the portion of the option originally eligible to vest in early 2023 based on 2022 performance, is now tied to the achievement of pre-established Adjusted EBITDA, North America revenue and North America subscriber objectives during the year ended December 31, 2025, removing the discretionary nature of such award and introducing specific weightings for each performance metric. | | •Performance Goals Lacking Rigor and Disclosure of Performance Objectives Inadequate: Shareholders expressed concerns over the rigor of the performance objectives under the Gandler Performance Options and the level of disclosure surrounding the award, including considerations surrounding metrics, goals and achievement | •Aligned Targets to Company’s Long-Term Plan and Profitability Goal: The Gandler Performance Options were amended to align the performance goals with the Company’s long-term strategic plan and path to profitability that was presented at the Company’s 2022 investor day in August 2022. No portion of the award vested for 2022 performance and service. Specifically, the Amended Gandler Performance Options are now eligible to vest in February 2026 based on the achievement of pre-determined Adjusted EBITDA, North America revenue and North America subscriber objectives during the year ending December 31, 2025, weighted at 50%, 25% and 25%, respectively, as described in the table below. |

  12. SHAREHOLDER FEEDBACK AND ACTIONS IN RESPONSE

    | Investors Sought Changes to our Executive Compensation Program Generally to Further Align Performance and Executive Compensation: Shareholders expressed a desire for further alignment of company performance and executive compensation. Specifically, shareholders expressed concerns relating to lack of disclosure surrounding bonus payouts and the size and non-recurring nature of equity awards to our named executive officers. | Changes to Executive Compensation Program for 2023 Create Clearer and Increased Emphasis on Pay-for-Performance: Commencing with our 2023 executive compensation program, we took specific actions and implemented changes to further align executive compensation with company performance and the interest of Company’s shareholders, as described below in “Key Executive Compensation Program Changes for 2023.” The Company has provided increased disclosure regarding the terms of the incentive compensation provided to named executive officers, including the Amended Gandler Performance Options. | | Lack of Compensation Risk Mitigators: Shareholders expressed concern over a lack of compensation risk mitigators, including a clawback policy. | Clawback Policy Complying with Dodd-Frank Act to be Adopted: While our Chief Executive Officer and Chief Financial Officer are subject to any recovery rights that are provided under applicable laws, including the Sarbanes-Oxley Act, we have also adopted a compensation recovery policy as required under the Dodd-Frank Act and the New York Stock Exchange listing rules that mandates the recoupment of erroneously awarded incentive-based compensation from our current and former executive officers in the event of an accounting restatement. Caps on Annual Bonus Payouts: For 2023, the Board established maximum annual bonus payouts under our annual bonus program as described below in “Key Executive Compensation Program Changes for 2023.” |

  13. ENGAGEMENT OF NEW INDEPENDENT COMPENSATION CONSULTANT

    ENGAGEMENT OF NEW INDEPENDENT COMPENSATION CONSULTANT In October 2022, the Compensation Committee retained Aon, an independent third-party compensation consulting firm, to advise on various executive and employee compensation-related matters and for guidance on making go-forward compensation decisions, including the design of the Amended Gandler Performance Options. Under this engagement, Aon provides our Compensation Committee information, analysis, and other advice regarding our compensation practices, philosophies and designs, including assistance with the development of a compensation peer group for guidance in making compensation decisions (as described below).

  14. ESTABLISHMENT OF PEER GROUP FOR 2023 EXECUTIVE COMPENSATION DECISIONS

    ESTABLISHMENT OF PEER GROUP FOR 2023 EXECUTIVE COMPENSATION DECISIONS Prior to the engagement of Aon, the Compensation Committee considered market data from relevant peers but did not refer to a formal peer group when evaluating and determining executive compensation. In December 2022, the Compensation Committee, working with Aon, determined to establish a peer group for use as a reference when determining 2023 executive compensation, including base salaries, performance-based bonuses and long-term equity incentives, as applicable. The Compensation Committee will review our peer group annually to reflect changes in revenue, market capitalization and other factors, including acquisitions or divestitures, and revise the companies included in the peer group accordingly. See “Compensation Determination Process—Competitive Positioning” for a full discussion of the peer group established for 2023 compensation discussions, including companies selected and the characteristics and parameters used in selecting these companies.

  15. CHANGES TO CEO AND COO LONG-TERM PERFORMANCE AWARD DESIGN IN RESPONSE TO SHAREHOLDER FEEDBACK

    CHANGES TO CEO AND COO LONG-TERM PERFORMANCE AWARD DESIGN IN RESPONSE TO SHAREHOLDER FEEDBACK As described above under “Response to 2023 Say-on-Pay Vote, Shareholder Engagement and Changes to Our 2023 Executive Compensation Program in Response to Feedback,” in April 2023, in light of shareholder feedback and in consultation with Aon, the Board approved the Amended Gandler Performance Options. In November 2023, in light of shareholder feedback described above, the Board also approved amendments to Mr. Horihuela’s performance restricted stock unit (“PRSU”) awards previously granted in 2021 (“Amended Horihuela PRSUs”), to generally align the performance targets with the Amended Gandler Performance Options. Under the terms of the amendments, the original vesting conditions were modified with respect to the 1,140,000 PRSUs that remained unvested as of such date (60% of the original awards). The modified vesting of the PRSUs is now based upon the achievement of pre-established Adjusted EBITDA, North America revenue and North America subscriber objectives during the year ended December 31, 2025, weighted at 50%, 25% and 25%, respectively. Target and threshold goals for each objective were established, and performance below threshold will result in none of the PRSUs vesting with respect to those objectives. Accordingly, solely based on the level of attainment relative to these performance goals during 2025, the award will vest, if applicable, on the date on which the Compensation Committee determines the actual number of PRSUs that vest (which will occur no later than February 20, 2026), subject to Mr. Horihuela’s continued employment through the vesting date. For a further description of the Amended Horihuela PRSUs, see “2023 Equity Awards—2023 Amendment of Alberto Horihuela November 2021 PRSU Awards” below.

  16. 2023 ANNUAL BONUS PROGRAM TIED TO PERFORMANCE AND LONG-TERM PROFITABILITY GOAL

    2023 ANNUAL BONUS PROGRAM TIED TO PERFORMANCE AND LONG-TERM PROFITABILITY GOAL For 2023, the Board established a formal annual cash incentive program for our named executive officers (excluding our Executive Chairman who was not bonus-eligible), which was designed to link the incentive compensation of our named executive officers with the Company’s performance across our key financial and operational objectives. As described above in “Company Overview and 2023 Business Highlights—Pay for Performance,” the Board, at the recommendation of the Compensation Committee, has identified North America revenue, North America subscribers and Adjusted EBITDA as the key financial and operational measures that promote the creation of long-term shareholder value. Accordingly, these same three measures (weighted at 25%, 25% and 50%, respectively) were selected as the corporate performance metrics for purposes of determining the corporate component of our named executive officers’ 2023 annual bonuses and threshold, target and maximum payouts were established for each metric. Mr. Gandler’s bonus was based 100% upon the achievement of these pre-established corporate performance objectives, whereas the bonuses of Messrs. Horihuela and Janedis were based 50% on corporate performance and 50% based on individual performance. The corporate performance goals were set at challenging levels such that the attainment of target annual cash incentive award opportunities tied to corporate performance was not assured at the time they were set and would require a high level of effort and execution on the part of the named executive officers and others in order to achieve the goals. More specifically, the Compensation Committee reviewed the relevant financial measures in our annual operating plan and assessed several factors related to achieving these goals, including implied performance relative to prior years and execution risk. In light of these factors, the performance levels for North America revenue, North America subscribers and Adjusted EBITDA represented a 23%, 5%, and 13% improvement at target achievement level, respectively, and a 48%, 26% and 26% improvement at maximum performance level, respectively, in each case as compared to our 2022 results. Based on the Company’s strong performance in 2023 across these key performance and operational metrics, there was a 119% achievement and 129% payout level of the corporate component. See “Executive Compensation Components—Annual Performance Bonuses” for more information. Commencing in 2024, annual bonuses for our named executive officers will be based solely on corporate performance, underscoring the Company’s increased emphasis and commitment to pay-for-performance.

  17. 2023 EQUITY AWARDS TO ALL NAMED EXECUTIVE OFFICERS INCLUDED PERFORMANCE AWARDS

    2023 EQUITY AWARDS TO ALL NAMED EXECUTIVE OFFICERS INCLUDED PERFORMANCE AWARDS In addition to the amendments to the Amended Gandler Performance Options and Amended Horihuela PRSUs described above, during 2023, the long-term incentive awards granted to our named executive officers were heavily weighted towards performance-based awards, as described below. •CEO 2023 Equity Design: In 2023, Mr. Gandler received an annual long-term incentive award consisting of stock options, restricted stock units (“RSUs”) and PRSUs, of which 50% of the target long-term incentive award value was granted in the form of PRSUs that will vest at the end of a three-year period based on annual performance relative to key Adjusted EBITDA, North America revenue and North America subscriber metrics. ◦In determining the size of the awards to Mr. Gandler (the RSUs and PRSUs combined), the Board set the target long-term incentive award value at $6.5 million (between the 25th-50th percentile relative to peer group, as described further below), however the award was calculated utilizing a $4.45 share price (the “Reference Price”) (which was more than double the Company’s trading price of $2.02 on the date of grant). Therefore, the value of the award on the grant date was less than half the target value (below the 25th percentile relative to peer group). When determining the Reference Price, the Compensation Committee considered the fact that Mr. Gandler had not received any equity awards in 2021 or 2022, and therefore in establishing an annual grant program for Mr. Gandler, the Compensation Committee felt it was appropriate to use the same Reference Price as was utilized in the Company’s November 2022 annual grant program to over 300 employees (despite the subsequent share price decline), to further align his incentive compensation with fellow employees and shareholders and the promotion of long-term shareholder value. ◦In designing the PRSU award, the Compensation Committee determined that tying the vesting of the PRSUs to three one-year performance periods, coupled with a service requirement through early 2026, will better allow the Compensation Committee to set rigorous goals annually based on the most current information available to it. The Compensation Committee believes that the ongoing competitive and dynamic challenges in the industry and macroeconomic environment make setting rigorous and meaningful multi-year performance targets difficult and potentially counter-productive. The Compensation Committee desires to retain ambitious financial and operational targets for Mr. Gandler, and granting the PRSUs with three one-year performance periods with the performance conditions for each year set at the beginning of such year (as opposed to a single three-year performance period in which the performance conditions are set at the beginning of that period), will allow the Compensation Committee to ensure each year’s performance goals are specifically aligned to the Company’s short-term and long-term business plan. For the 2023 performance period, the number of shares eligible to vest was based on the attainment of pre-determined targets tied to Adjusted EBITDA, North America revenue and North America subscribers (weighted at 50%, 25% and 25%, respectively). ▪The Compensation Committee and the Board also considered the design of the other outstanding performance award held by Mr. Gandler, the vesting of which is tied to 2025 performance, and determined the overlay of annual performance periods, when combined with the longer-term performance period of his existing performance award represented an effective incentive and retention program for Mr. Gandler. •Other Named Executive Officers’ 2023 Equity Design: In 2023, Messrs. Horihuela and Janedis each received annual long-term incentive awards consisting of RSUs and PRSUs, of which one-third of the target long-term incentive value was in the form of PRSUs, further aligning their interests and compensation opportunities with our long-term success and stated business objectives. ◦In determining the size of the awards to Messrs. Horihuela and Janedis (the RSUs and PRSUs combined), the Board set the target long-term incentive award value for each executive at $1.5 million (at approximately the 25th percentile or below relative to peer group). The awards were calculated utilizing a $2.63 share price, which was the trailing three-month volume weighted average closing price for the period of August through October 2023. ◦In designing the PRSU award: ▪For Mr. Janedis, the vesting of the PRSUs is tied to pre-established Adjusted EBITDA, North America revenue and North America subscribers objectives for 2025, consistent with Amended Gandler Performance Options and Amended Horihuela PRSUs. This was intended to provide alignment across the management team’s incentive compensation, and to further link Mr. Janedis incentive compensation with the Company’s 2025 profitability goals. ▪For Mr. Horihuela, the vesting of the PRSUs is tied to pre-established Adjusted EBITDA, North America revenue and North America subscribers objectives for 2024, and performance objectives for 2025 to be established by the Compensation Committee prior to March 15, 2025, as further described below. The rationale for the design was similar to that as described above for Mr. Gandler, including consideration of the design of his other outstanding performance awards.

  18. 2023 MARKET-BASED SALARY ADJUSTMENTS

    2023 MARKET-BASED SALARY ADJUSTMENTS The Compensation Committee made adjustments to the base salaries of our named executive officers in 2023 following a detailed market review and analysis of comparable company data in our peer group described below, which showed that that base salaries and target cash compensation opportunities of our named executive officers were significantly lower than the 25th percentile of our peer group, including below the 10th percentile in the case of Mr. Gandler. See “Executive Compensation Components—Base Salaries” for more information regarding the 2023 changes, which were intended to bring our named executive officers’ target cash compensation opportunities closer to the 25th percentile for 2023.

  19. OUR CHIEF EXECUTIVE OFFICER’S COMPENSATION REFLECTS A STRONG CONNECTION BETWEEN PAY AND PERFORMANCE

    OUR CHIEF EXECUTIVE OFFICER’S COMPENSATION REFLECTS A STRONG CONNECTION BETWEEN PAY AND PERFORMANCE The table below shows the compensation of our Chief Executive Officer and compares the reported values in the Summary Compensation Table to his earned compensation for 2023. Mr. Gandler’s 2023 total compensation, as reported in the Summary Compensation Table, includes $3,459,074 as the grant date fair value of the stock options, RSUs and PRSUs granted to Mr. Gandler during 2023 as part of his 2023 annual long-term incentive awards or, with respect to the Amended Gandler Performance Options, the modification of such options during 2023. However, none of these awards vested during 2023 and the majority of these awards are performance awards which, subject to Company performance, will vest in February 2026, provided Mr. Gandler remains in service through such date. In addition, the exercise price per share of the options granted to Mr. Gandler in 2023 is $2.02 (or $10.00 with respect to the Amended Gandler Performance Options), and those options will only provide value to Mr. Gandler should our stock price exceed that exercise price in the future. Accordingly, there is a clear and stark difference between the reported value of our Chief Executive Officer’s pay and his earned compensation for 2023. The table below demonstrates how our pay-for-performance philosophy works in practice.

  20. OUR EXECUTIVE COMPENSATION BEST PRACTICES

    | ✓ | | | WHAT WE DO | | | ✓Pay for Performance— We design our executive compensation program to align pay with company performance. ✓Significant Portion of Compensation is At-Risk. Under our executive compensation program, a significant portion of compensation is “at risk” based on our performance, including short-term cash incentives and long-term cash and equity incentives, to align the interests of our executive officers and shareholders. ✓Independent Compensation Consultant—The Compensation Committee retains an independent compensation consultant and reassesses independence annually. ✓Annual Review of Compensation—The Compensation Committee, with input from its independent compensation consultant, conducts an annual review of all of our compensation programs in light of current best practices. ✓Annual Compensation Risk Assessment—Each year we perform an assessment of any risks that could result from our compensation plans and programs. | ✓Multi-Year Vesting Requirements. The equity awards granted to our executive officers vest over multi-year periods, consistent with current market practice and our retention objectives. ✓Double-Trigger Vesting. We use double-trigger accelerated vesting of equity awards in the event of a change in control. Cash amounts payable upon a change in control are also subject to a double trigger. ✓Annual Say-on-Pay Vote. We hold an annual say-on-pay advisory vote for shareholders. ✓Active Shareholder Engagement Program. We proactively engage with our shareholders throughout the year. ✓Competitive Peer Group. Our Compensation Committee selects our peers based on quantitative and qualitative criteria, including sector, type of business, market capitalization, revenue, and headcount. ✓Clawback Policy. We maintain a compensation recovery policy as required under the Dodd-Frank Act and the New York Stock Exchange listing rules that mandates the recoupment of erroneously awarded incentive-based compensation from our current and former executive officers in the event of an accounting restatement. | | X WHAT WE DON’T DO | | | XHedging/Pledging of Company Stock—We prohibit our officers, directors, and employees from hedging, margining, pledging, short-selling, or publicly trading options in our stock. XTax Gross-Ups—We do not provide tax gross-ups to our named executive officers. XPerquisites—We do not provide excessive perquisites to our named executive officers. | XNo Stock Option Repricing—The Restated Plan, as described in Proposal 4, expressly prohibits the repricing of underwater stock options without shareholder approval. XExecutive Retirement Plans—We do not currently offer, nor do we have plans to offer, defined benefit pension plans or any nonqualified deferred compensation plans or arrangements to our named executive officers other than the plans and arrangements that are available to all employees. Our named executive officers are eligible to participate in our tax-qualified Section 401(k) retirement savings plan on the same basis as our other employees. |

  21. ROLE OF COMPENSATION CONSULTANT AND COMPARABLE COMPANY INFORMATION

    ROLE OF COMPENSATION CONSULTANT AND COMPARABLE COMPANY INFORMATION The Compensation Committee is authorized to retain the services of third-party compensation consultants and other outside advisors to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. During 2023, the Compensation Committee retained Aon, an independent third-party compensation consulting firm, to advise on various executive and employee compensation-related matters and for guidance on making go-forward compensation decisions, including the design of the Amended Gandler Performance Options. Under this engagement, Aon provides our Compensation Committee information, analysis, and other advice regarding our compensation practices, philosophies and designs. Aon specifically assists the Compensation Committee’s development and evaluation of compensation policies and practices and the Compensation Committee’s determinations of compensation awards through various services, including providing third-party data and the development of a compensation peer group, advice and expertise on proposed executive compensation awards and plan designs. See “Key Executive Compensation Changes for 2023” for more information. Aon did not provide any other services to us in 2023 beyond their engagement as an advisor to the Compensation Committee on director and executive compensation matters. The Compensation Committee assessed the independence of Aon pursuant to SEC and New York Stock Exchange rules and concluded that no conflict of interest existed that would have prevented Aon from serving as an independent consultant to the Compensation Committee during 2023 or currently.

  22. COMPETITIVE POSITIONING

    COMPETITIVE POSITIONING In December 2022, the Compensation Committee, working with Aon, established a peer group for use as a reference when determining 2023 executive and director compensation, including base salaries, bonus awards and equity awards, as applicable. The Compensation Committee reviews our peer group annually to reflect changes in market capitalization and other factors, including acquisitions or divestitures and revise the companies included in the peer group accordingly. The peer group established by the Compensation Committee in December 2022 consisted of 17 companies with the following characteristics and was selected based on the following parameters and not on the basis of executive compensation levels:

  23. COMPETITIVE POSITIONING

    | Sector | Interactive media and services, technology, and movie and entertainment companies with business models similar to Fubo | | Market Capitalization | Market capitalization of .3x – 3x Fubo’s market capitalization at the time the peer group was selected of $630 million, resulting in a range of $200 million to $1.9 billion | | Revenue | Trailing 12 month revenue of .3x – 3x Fubo’s trailing 12 month revenue at the time the peer group was selected of $920.0 million, resulting in a range of $310 million to $2.76 billion | | Headcount | .3x – 3x Fubo’s projected December 31, 2022 headcount of 510 employees, resulting in a range of 175 to 1,525 employees |

  24. COMPETITIVE POSITIONING

    For 2023, this peer group consists of the following companies:

  25. COMPETITIVE POSITIONING

    | AMC Networks Bumble Cable One Cumulus Media Dropbox IAC | Lions Gate Entertainment Peloton Interactive Roku Shutterstock Sirius XM Spotify Technology | The New York Times Company Trade Desk, Inc. Vimeo WideOpenWest World Wrestling Entertainment |

  26. COMPETITIVE POSITIONING

    Our Compensation Committee reviewed the foregoing comparable company data in connection with making 2023 executive compensation decisions, including its review of the designs and target compensation levels of our named executive officers, to help ensure that our compensation programs are competitive and fair. The Compensation Committee does not rely entirely on that data to determine named executive officer compensation. Instead, as described below and consistent with past practice, the Compensation Committee members also rely on their judgment and experience in setting those compensation levels and making those awards, as well as shareholder feedback. The compensation levels of the named executive officers also reflect to a significant degree the varying roles and responsibilities of such executives. Historically, prior to 2023, the Compensation Committee had not set cash compensation and target cash compensation by reference to a specific level relative to comparable company data, since the Compensation Committee had not historically referred to formal peer group data in making executive compensation decisions. The executive compensation changes made in 2023, as described herein, were designed to better align our named executive officers’ total direct compensation (cash and long-term equity incentive) opportunities to market-competitive levels over a multi-year period. Following these adjustments, each of our named executive officers’ total direct compensation in 2023 was at approximately the 25th percentile or below of the peer company data for comparable positions.

  27. BASE SALARIES

    BASE SALARIES In general, base salaries for our named executive officers are initially established through arm’s length negotiation at the time the executive is hired, taking into account such executive’s qualifications, experience and prior salary. Base salaries of our named executive officers are approved and reviewed annually by our Compensation Committee and adjustments to base salaries are based on the scope of an executive’s responsibilities, individual contribution, prior experience and sustained performance. Decisions regarding salary increases may take into account an executive officer’s current salary, equity ownership, and the amounts paid to an executive officer’s peers inside our company by conducting an internal analysis, which compares the pay of an executive officer to other members of the management team. The base salary of executive officers is also evaluated for competitiveness by considering, as a reference point, information with respect to comparable positions at companies based on market surveys and our peer group. Base salaries are also reviewed in the case of promotions or other significant changes in responsibility. Base salaries are not automatically increased if the Compensation Committee believes that other elements of the named executive officer’s compensation are more appropriate in light of our stated objectives. This strategy is consistent with our intent of offering compensation that is cost-effective, competitive and contingent on the achievement of performance objectives. The Board, at the Compensation Committee’s recommendation, made adjustments to the base salaries of our named executive officers in 2023 following a detailed market review and analysis of comparable company data in our peer group described above, which showed that that base salaries and target cash compensation opportunities of our named executive officers were significantly lower than the 25th percentile of our peer group, including below the 10th percentile for Mr. Gandler. The Board and Committee believe that this misalignment posed a risk to our ability to retain and properly incentivize them, as well as maintain competitiveness in the market. The adjustments described below were intended to bring our named executive officers’ target cash compensation opportunities closer to the 25th percentile for 2023. In May 2023, the Company entered into a new employment agreement with Mr. Gandler, which provided him with a base salary of $730,000 effective January 1, 2023, subject to increase to $995,000 effective January 1, 2024. In April 2024, after a further review and assessment of Mr. Gandler’s compensation relative to our peer group and Aon’s market competitiveness analysis of his total direct compensation, including target cash compensation opportunity, the Board, at the Compensation Committee’s recommendation, further increased Mr. Gandler’s base salary to $1,500,000, effective January 1, 2024. This further adjustment to Mr. Gandler’s base salary was intended to bring Mr. Gandler’s target total direct compensation, including cash and long-term equity incentive opportunities, closer to the median of our peer group for 2024. In July 2023, the Compensation Committee reviewed the base salaries of Messrs. Janedis and Horihuela and determined to adjust their base salaries as provided in the table below, effective July 1, 2023. Mr. Bronfman receives a cash retainer fee for his service as our Executive Chairman, in accordance with our director compensation policy, rather than a base salary, as further described below under “Director Compensation”. As described above, based on a review of competitive market data provided by Aon, the 2023 base salaries for our named executive officers are reflected in the table below:

  28. ANNUAL PERFORMANCE BONUSES

    ANNUAL PERFORMANCE BONUSES For 2023, our Compensation Committee established a formal bonus program under which each named executive officer, other than Mr. Bronfman who does not receive an annual bonus, was eligible for a 2023 performance bonus based upon the achievement of pre-established corporate performance goals and objectives approved by our Board and individual performance. Target bonuses are set as a percentage of the executive’s base salary earned during the bonus year and are expected to be paid out in the first quarter of the following year. Our named executive officers’ target bonuses for 2023 are set forth in the table below. The bonus for Mr. Gandler was based solely on achievement of corporate objectives, whereas the bonuses for Messrs. Janedis and Horihuela were based 50% on achievement of corporate objectives and 50% on achievement of individual objectives. In April 2023, the Board (considering the recommendations of the Compensation Committee and management) set corporate goals and objectives for the year. These goals and objectives and the proportional emphasis placed on each were set by the Board after considering management input and our overall strategic objectives. The individual component of each named executive officer’s bonus award is not necessarily based on the achievement of any predetermined criteria or guidelines but rather on the Compensation Committee’s subjective assessment of the officer’s overall performance of his duties and contributions to the Company’s success, including based on feedback from the Chief Executive Officer. All final bonus payments to our named executive officers are determined by our Compensation Committee. The actual bonuses awarded in any year, if any, may be more or less than the target, depending on individual performance and the achievement of corporate objectives and may also vary based on other factors at the discretion of the Compensation Committee. Under our 2023 annual bonus plan, the maximum bonus payable to a named executive officer was 110% and 135% of his target bonus for the individual and corporate performance components, respectively.

  29. CORPORATE PERFORMANCE GOALS AND PERFORMANCE LEVELS

    CORPORATE PERFORMANCE GOALS AND PERFORMANCE LEVELS Performance Measures. The 2023 corporate performance goals for annual bonus plan purposes were based on our 2023 annual North America revenues and North America subscribers and our Adjusted EBITDA. The Board selected these three measures for the annual bonus plan to focus our executive officers on the key critical strategic priorities of growing North America subscribers and North America revenue (subscription and advertising) and emphasizing profitability. The Compensation Committee believes the performance metrics selected are critical elements to achieving our key strategic goals and are strongly aligned to the creation of shareholder value. Performance Levels and Payout Levels. The Compensation Committee set goals for each of the 2023 performance measures at levels that it considered rigorous and challenging, based in part on its evaluation of the relevant risks and opportunities, such that the attainment of executive target annual cash incentive award opportunities was not assured at the time they were set and would require a high level of effort and execution on the part of the executive officers and others in order to achieve the goals. More specifically, the Compensation Committee reviewed the relevant financial measures in our annual operating plan and assessed several factors related to achieving these goals, including implied performance relative to prior years and execution risk. In light of these factors, the performance levels for North America revenue, North America subscribers and Adjusted EBITDA represented a 23%, 5%, and 13% improvement at target achievement level, respectively, and a 48%, 26% and 26% improvement at maximum performance level, respectively, in each case as compared to our 2022 results. Based on the Company’s strong performance in 2023 across these key performance and operational metrics, there was a 119% achievement and 129% payout level of the corporate component. The Compensation Committee also set the threshold and maximum performance levels at, respectively, 80% and 120% for North America revenue and North America subscribers, and 115% and 85% for Adjusted EBITDA, which the Compensation Committee believed required strong execution for any payout with respect to the corporate objectives and represented a significant challenge. Payout levels represent the amount to be paid to named executive officers based on the level of actual performance relative to the goals. In order to motivate performance and underscore the importance of achieving, or closely approaching, the performance goals, the Compensation Committee set the payout at 0% for achievement below the threshold level of performance. If the target performance level for any metric was achieved, 100% of the target incentive payment for that metric was payable to the named executive officers. If the maximum performance level North America revenue and North America subscribers was achieved, 120% for North America revenue and North America subscribers and 150% for Adjusted EBITDA of the target incentive payment for that metric was payable to the named executive officers. If the threshold performance level is achieved for either metric, performance between the threshold and target levels and between the target and maximum levels will result in a payout for each metric that is interpolated in a straight-line manner. Attainment. The table below provides additional details about the Compensation Committee’s assessment of our actual performance against our 2023 corporate performance goals:

  30. CORPORATE PERFORMANCE GOALS AND PERFORMANCE LEVELS

    | Performance Metric (Weighting) | Below Threshold | Threshold | Target | Maximum | Actual Result | | North America Revenue (25%) ($ millions) | < $968 | $968 | $1,210 | $1,452 | $1,335 | | % of Target | < 80% | 80% | 100% | 120% | 110% | | Payout Percentage | 0% | 80% | 100% | 120% | 110% | | North America Subscribers (25%) (thousands) | <1,216 | 1,216 | 1,520 | 1,820 | 1,618 | | % of Target | < 80% | 80% | 100% | 120% | 106% | | Payout Percentage | 0% | 80% | 100% | 120% | 106% | | Adjusted EBITDA (50%) (millions) (1) | >$(323.8) | $(323.8) | $(282.0) | $(239.0) | $(201.6) | | % of Target | <115% | 115% | 100% | 85% | 71% | | Payout Percentage | 0% | 50% | 100% | 150% | 150% |

  31. CORPORATE PERFORMANCE GOALS AND PERFORMANCE LEVELS

    (1) Adjusted EBITDA is a non-GAAP measure defined as Net Loss from Continuing Operations, adjusted for depreciation and amortization, stock-based compensation, income tax benefit, other expenses, and one-time non-cash expenses. A reconciliation of Adjusted EBITDA to Net Loss from Continuing Operations, the most directly comparable GAAP measure, for 2023 is attached to this proxy statement as Appendix C. The overall 119% achievement and 129% payout level of the corporate component was then used to determine the corporate component of each named executive officer’s bonus. We believe this demonstrates the rigor of our performance targets and commitment to paying for performance given the payouts resulted from year-over-year improvement of 36%%, 12%, and 38% relative to 2022 North America revenue, North America subscribers and Adjusted EBITDA performance, respectively.

  32. INDIVIDUAL PERFORMANCE

    INDIVIDUAL PERFORMANCE One-half of the 2023 bonus for Messrs. Horihuela and Janedis also related to individual performance. The Compensation Committee’s determination of the individual components of the 2023 bonus awards for Messrs. Horihuela and Janedis was not based on the achievement of any predetermined individual performance objectives, criteria or guidelines, but rather on the Compensation Committee’s subjective assessment of each officer’s overall performance of their duties during 2023. Messrs. Horihuela and Janedis’ individual achievement is evaluated on the same basis as our employees generally, and only four performance ratings for individual performance are available under our annual bonus plan – does not meet expectations, which results in a 0% individual achievement percentage, partially meets expectations, which results in a 50% individual achievement percentage, meets expectations, which results in a 100% individual achievement percentage, and exceeds expectations, which results in a 110% individual achievement percentage. Within the confines of our annual bonus program, and after considering their individual contributions during 2023, including their leadership, in promoting the successful execution by the Company across key financial and operational metrics in 2023, Messrs. Janedis and Horihuela each received a 100% achievement level with respect to their individual performance during 2023. As discussed below, the individual performance component of Messrs. Horihuela and Janedis’ annual bonus program has been removed to further align their incentive compensation with company performance.

  33. ANNUAL CASH INCENTIVE TARGETS AND PAYOUT DETERMINATION FOR 2023

    ANNUAL CASH INCENTIVE TARGETS AND PAYOUT DETERMINATION FOR 2023

  34. ANNUAL CASH INCENTIVE TARGETS AND PAYOUT DETERMINATION FOR 2023

    | Named Executive Officer | Target Percentage of Base Salary | Target Dollar Amount | Corporate Performance Weighting | Corporate Performance Percentage | Individual Performance Weighting | Individual Performance Percentage | Annual Cash Incentive Award for 2023 | | David Gandler | 100% | $730,000 | 100% | 129% | — | — | $943,160 | | John Janedis | 60% | $288,000 | 50% | 129% | 50% | 100% | $330,048 | | Alberto Horihuela Suarez | 60% | $283,829 | 50% | 129% | 50% | 100% | $325,268 |

  35. ANNUAL CASH INCENTIVE TARGETS AND PAYOUT DETERMINATION FOR 2023

    The annual performance bonuses paid to our named executive officers for 2023 are set forth in the “Summary Compensation Table” below.

  36. 2024 ANNUAL CASH INCENTIVE PLAN

    2024 ANNUAL CASH INCENTIVE PLAN Our annual bonus program for 2024 is generally consistent with the 2023 bonus program described above. However, underscoring our commitment to further align executive compensation with company performance, in 2024, the annual bonuses of all named executive officers will be solely tied to pre-determined corporate objectives, removing the individual performance component. The corporate performance goals remain as annual North America revenue and North America subscribers and Adjusted EBITDA (weighted at 50%, 25% and 25%, respectively). Similar to the 2023 bonus program, threshold, target and maximum levels for each performance objective were established for 2024, and performance below threshold will result in no bonus payout with respect to those objectives. For 2024, consistent with the adjustments in target cash compensation opportunity described in “—Base Salaries” following a review of our named executive officers’ target compensation and Aon’s market competitiveness analysis, the target annual bonus opportunities for Messrs. Horihuela and Janedis is 75% of gross base salary and 120% of base salary for Mr. Gandler. The Compensation Committee set goals for each of the 2024 performance measures at levels that it considered rigorous and challenging, based in part on its evaluation of the relevant risks and opportunities, such that the attainment of executive target annual cash incentive award opportunities was not assured at the time they were set and would require a high level of effort and execution on the part of the executive officers and others in order to achieve the goals. More specifically, the Compensation Committee reviewed the relevant financial measures in our annual operating plan and assessed several factors related to achieving these goals, including implied performance relative to prior years and execution risk.

  37. LONG-TERM EQUITY INCENTIVES

    LONG-TERM EQUITY INCENTIVES We maintain the fuboTV Inc. 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan provides our employees (including the named executive officers) and other eligible service providers the opportunity to participate in the equity appreciation of our business and incentivizes them to work towards the long-term performance goals of the company. We believe that such awards function as a compelling incentive and retention tool. The goals of our long-term, equity-based incentive awards are to align the interests of our named executive officers and other employees, non-employee directors and consultants with the interests of our shareholders. Our equity-based incentives also encourage the retention of our named executive officers through the vesting period of the awards. In determining the size of the long-term equity incentives to be awarded to our named executive officers, we take into account a number of internal factors, such as the relative job scope, the value of existing long-term incentive awards, individual performance history, prior contributions to us and the size of prior grants, as well as a market review and analysis of comparable company data in our peer group. We have had no program, plan or practice pertaining to the timing of equity awards to our named executive officers coinciding with the release of material non-public information. We use equity awards to compensate our named executive officers both in the form of initial grants in connection with the commencement of employment and annual grants. Annual grants of equity awards to our named executive officers (excluding Mr. Gandler) are typically approved by the Compensation Committee during the fourth quarter of each year. Commencing in 2023, we have established an annual long-term equity incentive program for our Chief Executive Officer, which is typically granted between the first and second quarters of each year. While we intend that the majority of stock awards to our employees be made pursuant to initial grants or our annual grant program, the Compensation Committee retains discretion to make equity awards to employees at other times, including in connection with the promotion of an employee, to reward an employee, for retention purposes or for other circumstances recommended by management or the Compensation Committee.

  38. EQUITY VEHICLES

    EQUITY VEHICLES Equity awards to our named executive officers generally consist of one of three different types of awards, or a combination of these awards: stock options (which may be time-based or performance-based), time-based RSUs and performance-based RSUs, or PRSUs. We use a combination of these components to align executive performance with long-term shareholder interests, minimize the cost of equity awards, and associated dilution, to the company and to provide competitive compensation and to attract and retain executive talent. •Stock options are an important vehicle for tying executive pay to performance, because they deliver future value only if the value of our Common Stock increases above the exercise price. As a result, they provide strong incentives for our executive officers to increase the value of our Common Stock over the long term, and they tightly align the interests of our executives with those of our shareholders. Time-based stock options generally vest over four years. We have also granted stock options with performance-based vesting to Mr. Gandler and Mr. Bronfman, as described elsewhere in this compensation discussion and analysis and in the “Outstanding Equity Awards Table” below. •Time-based RSUs are less dilutive to our shareholders than stock options, as fewer shares of our Common Stock are granted to achieve an equivalent value relative to stock options, and are an effective retention tool because they maintain value even in cases where the share price is trading lower than the initial grant price. Our time-based RSUs generally vest over four years. •Performance-based RSUs share the same benefits as time-based RSUs, with the additional alignment of value delivered to our executives with achievement of performance objectives intended to align the interests of our executives with our shareholders. From time to time, our Compensation Committee may determine that a vesting schedule or equity type different than indicated above is appropriate. The equity awards granted to our named executive officers in 2023, or held by our named executive officers and modified in 2023, are described below.

  39. 2023 EQUITY AWARDS

    2023 EQUITY AWARDS The Compensation Committee has generally determined the value of each equity grant to our named executive officers using a holistic evaluation that takes into account competitive market data of peer companies, the recommendations of our Chief Executive Officer based on his evaluation of their individual performance (except with respect to his own performance), the extent to which the executive officer is currently vested in his or her stock awards, scope and criticality of the executive’s role and parity in targets among executives in roles of a given level. The Compensation Committee considered a competitive market analysis prepared by our independent compensation consultant with market data from our peer group for each role. Based upon these factors, the Compensation Committee determines the size of the long-term equity incentives at levels it considers appropriate to create a meaningful opportunity for reward predicated on the creation of long-term shareholder value.

  40. 2023 Equity Awards to Chief Executive Officer

    2023 Equity Awards to Chief Executive Officer Pursuant to his new employment agreement with the Company, our Board, upon the recommendation of our Compensation Committee, granted Mr. Gandler stock options, RSUs, and PRSUs in May 2023 pursuant to the 2020 Plan, of which 50% of the target long-term incentive award value was granted in the form of PRSUs described below. Specifically, the Board granted Mr. Gandler an option to purchase 636,298 shares of our Common Stock, with an exercise price per share equal to the closing price of the Company’s common stock on the grant date ($2.02). The Board also granted Mr. Gandler an award of RSUs covering 365,168 shares of our Common Stock. The option and the RSUs vests in equal annual installments on the first four anniversaries of the vesting commencement date (February 20, 2023), subject to Mr. Gandler’s continued service with us through each such vesting date. In addition, the Board granted Mr. Gandler an award of PRSUs (the “Gandler 2023 PRSU Award”) covering 730,338 shares of our Common Stock at “target” performance level (and up to 1,095,507 shares at “maximum” performance level), which become eligible to vest upon the attainment of annual performance objectives over three one-year performance periods (2023, 2024 and 2025 calendar years). Any PRSUs that become eligible to vest based on performance relative to the annual performance objectives will vest on the date on which the Company’s performance for the 2025 performance year is certified, which will occur on or before February 20, 2026), subject to Mr. Gandler’s continued employment through such date. The number of PRSUs eligible to vest may vary from 0% to 150%. The extent to which PRSUs become eligible to vest is determined based on the performance level achieved for the annual performance period, with 0% becoming vesting-eligible for performance below threshold levels. For the first performance period (January 1, 2023 – December 31, 2023), the Compensation Committee set Adjusted EBITDA goals (weighted 50%), North America revenue goals (weighted 25%), and NA subscriber goals (weighted 25%) as the annual performance objectives. The Compensation Committee will determine the annual performance objectives for the second performance period (January 1, 2025 – December 31, 2025) and the third performance period (January 1, 2025 – December 31, 2025) in the first quarter of the applicable year. For 2023, the performance metrics and corresponding objectives for the Gandler 2023 PRSU Award were as set forth below in the table, consistent with the performance metrics in the Company’s 2023 annual cash incentive program. As described above in “Company Overview and 2023 Business Highlights—Pay for Performance,” the Board has identified North America revenue, North America subscribers and Adjusted EBITDA as key financial and operational measures that promote the creation of long-term shareholder value, as investors and analysts primarily use these measures to evaluate our performance versus our competitors. Therefore, these same performance metrics were used for both incentives in order to emphasize and meaningfully link company performance against these metrics with Mr. Gandler’s incentive compensation.

  41. 2023 Equity Awards to Chief Executive Officer

    | Performance Metric (Weighting) | Below Threshold | Threshold | Target | Maximum | Actual Result | | North America Revenue (25%) ($ millions) | < $968 | $968 | $1,210 | $1,452 | $1,335 | | % of Target | <80% | 80% | 100% | 120% | 110% | | Payout Percentage | 0% | 50% | 100% | 150% | 125% | | North America Subscribers (25%) (millions) | <1,216 | 1,216 | 1,520 | 1,820 | 1,617 |

  42. 2023 Equity Awards to Chief Executive Officer

    | % of Target | <80% | 80% | 100% | 120% | 106% | | Payout Percentage | 0% | 50% | 100% | 150% | 116% | | Adjusted EBITDA (50%) (millions) (1) | >$(323.8) | $(323.8) | $(282.0) | $(239.0) | $(201.6) | | % of Target | <85% | 115% | 100% | 85% | 71% | | Payout Percentage | 0% | 50% | 100% | 150% | 150% | | 2023 PRSU Tranche | | 121,723 PRSUs | 243,446 PRSUs | 365,169 PRSUs | | | Total PRSUs Eligible to Vest in 2026 Based on 2023 Performance | | | | | 326,359 PRSUs |

  43. 2023 Equity Awards to Chief Executive Officer

    (1) Adjusted EBITDA is a non-GAAP measure defined as Net Loss from Continuing Operations, adjusted for depreciation and amortization, stock-based compensation, income tax benefit, other expenses, and one-time non-cash expenses. A reconciliation of Adjusted EBITDA to Net Loss from Continuing Operations, the most directly comparable GAAP measure, for 2023 is attached to this proxy statement as Appendix C. As shown in the table above, Mr. Gandler became eligible to vest in 326,359 of the foregoing PRSUs based on achievement of the performance objectives for 2023, which PRSUs will vest on the date the Compensation Committee certifies performance for 2025 (which will occur on or before February 20, 2026), provided Mr. Gandler remains in service through such date. For 2024, the performance metrics remain as annual North America revenue, North America subscribers and Adjusted EBITDA (weighted at 50%, 25% and 25%, respectively). Similar to the 2023 performance period, threshold, target and maximum levels for each performance objective were established for 2024, and performance below threshold will result in no vesting with respect to those objectives. The Compensation Committee set goals for each of the 2024 performance measures at levels that it considered rigorous and challenging, based in part on its evaluation of the relevant risks and opportunities, such that the attainment was not assured at the time they are set and will require a high level of effort and execution on the part of Mr. Gandler and others in order to achieve the goals. More specifically, the Compensation Committee reviewed the relevant financial measures in our annual operating plan and assessed several factors related to achieving these goals, including implied performance relative to prior years and execution risk. The equity awards granted to Mr. Gandler are subject to accelerated vesting under the terms of the applicable award agreements and his employment agreement, as described below under “Post Termination and Change in Control Benefits” and “—Employment Agreements—David Gandler.”

  44. 2023 Equity Awards to the Other Named Executive Officers

    2023 Equity Awards to the Other Named Executive Officers In November 2023, the Board, upon the recommendation of our Compensation Committee, granted an award of RSUs covering 379,651 shares of our Common Stock to each of Messrs. Janedis and Horihuela, which awards vest in equal annual installments on the first four anniversaries of the vesting commencement date (November 20, 2023), subject to the named executive officer’s continued service with us through each such vesting date. Also in November 2023, the Compensation Committee granted awards of PRSUs to Messrs. Janedis and Horihuela covering 189,825 shares each of our Common Stock at “target” performance level. For purposes of these awards, “target” performance is the maximum possible achievement. The equity awards granted to Messrs. Janedis and Horihuela are subject to accelerated vesting under the terms of the applicable award agreements and our Executive Severance Plan, as described below under “Post Termination and Change in Control Benefits.” CFO 2023 PRSU Design The PRSUs granted to Mr. Janedis are eligible to vest based on Adjusted EBITDA, North America revenue and North America subscriber goals during the year ending December 31, 2025, weighted at 50%, 25% and 25%, respectively, as described in the table below. Any PRSUs that are eligible to vest based on performance relative to the 2025 performance objectives will vest on the date on which the Company’s performance for such year is certified (which will occur on or before February 20, 2026), which vesting will be subject to continued employment through such date. The number of PRSUs eligible to vest may vary from 0% to 100%. The extent to which PRSUs are eligible to vest is determined based on the performance level achieved, with 0% vesting for performance below threshold levels.

  45. 2023 Equity Awards to the Other Named Executive Officers

    | Metric (Weighting) | Below Threshold | Threshold | Target | | | % of Target Vesting | % of Target Vesting | % of Target Vesting | | 2025 Subscribers (North America) (25%) | 0% | 75% | 100% | | 2025 Revenue (North America) (25%) | 0% | 75% | 100% | | 2025 Adjusted EBITDA (50%) | 0% | 75% | 100% |

  46. 2023 Equity Awards to the Other Named Executive Officers

    As shown above, threshold and target goals for each objective were established and performance below threshold will result in none of the PRSUs vesting with respect to those objectives. Accordingly, solely based on the level of attainment relative to these performance goals, the award will vest, if applicable, in February 2026, subject to Mr. Janedis’ continued employment through the vesting date. Similar to the Amended Gandler Performance Options and Amended Horihuela PRSUs, the performance goals under these PRSUs granted to Mr. Janedis are tied to the Company’s long-term profitability goal - achievement of positive Adjusted EBITDA by the end of 2025. Specifically, the Board set the threshold and target levels for (i) 2025 Adjusted EBITDA at $(0.5) million and greater than $0 million, respectively, and (ii) 2025 North America subscribers at 1.5 million and 2.0 million, respectively. The respective threshold and target levels for 2025 North America revenue are the same as the Amended Gandler Performance Options and Amended Horihuela PRSUs, which were specifically tied to North America revenue levels the Board believed necessary to achieve this positive Adjusted EBITDA objective, based on then current operating assumptions, underscoring our commitment to driving profitable growth. COO 2023 PRSU Design Fifty percent of the PRSUs granted to Mr. Horihuela are eligible to vest based on Adjusted EBITDA, North America revenue and North America subscriber goals during the year ending December 31, 2024, weighted at 50%, 25% and 25%, respectively, and 50% of his PRSUs will be eligible to vest based on performance metrics for the year ending December 31, 2025 that will be established no later than March 15, 2025. Any PRSUs that are eligible to vest based on performance relative to the 2024 or 2025 performance objectives will vest on the date on which the Company’s performance for the 2025 performance year is certified, which will occur on or before February 20, 2026, subject to Mr. Horihuela’s continued employment through such date. The number of PRSUs eligible to vest may vary from 0% to 100%. The extent to which PRSUs are eligible to vest is determined based on the performance level achieved, with 0% vesting for performance below threshold levels. Threshold and target goals for each objective will be established and performance below threshold will result in none of the PRSUs vesting with respect to those objectives. The Compensation Committee has set goals for each of the 2024 performance measures at levels that it considers rigorous and challenging, based in part on its evaluation of the relevant risks and opportunities, such that the attainment was not assured at the time they were set and will require a high level of effort and execution on the part of Mr. Horihuela and others in order to achieve the goals. More specifically, the Compensation Committee reviewed the relevant financial measures in our annual operating plan and assessed several factors related to achieving these goals, including implied performance relative to prior years and execution risk. Accordingly, solely based on the level of attainment relative to these performance goals, the award will vest, if applicable, in February 2026, subject to Mr. Horihuela’s employment through the vesting date.

  47. 2023 AMENDMENT OF DAVID GANDLER OCTOBER 2020 PERFORMANCE-BASED STOCK OPTION

    2023 AMENDMENT OF DAVID GANDLER OCTOBER 2020 PERFORMANCE-BASED STOCK OPTION On October 8, 2020, in connection with the Company’s listing on the New York Stock Exchange, we awarded Mr. Gandler the Gandler Performance Options, consisting of a stock option under the 2020 Plan to purchase 4,100,000 shares of our Common Stock with an exercise price per share of $10.00. Under the terms of his option agreement, the options were scheduled to vest and become exercisable with respect to the underlying shares upon the attainment of pre-determined targets over a five-year period tied to stock price, revenue, gross margin, subscribers, launch of new markets and, commencing in 2023, creation of new revenue streams, and the Board would review attainment of such goals annually from 2021 through 2025 to determine if any vesting is warranted. As a condition to receiving this grant, Mr. Gandler and his affiliates and transferees agreed that his existing founder shares will not be sold over the five year performance period, except that 50% of his founder shares may be sold from 2021 to 2023, with no more than 25% sold in 2021, and no more than 20% in each of 2022 and 2023. Under the original award: for 2022, the performance metrics and corresponding objectives for Mr. Gandler’s stock option consisted of: revenue of $600.0 million; subscribers of 1,000,000; one new market launch; Adjusted Contribution Margin (“ACM”) of 15%; and stock price performance of 300% of the IPO price during the last 30 trading days of year; and for 2023, the performance metrics and corresponding objectives for Mr. Gandler’s stock option consisted of: revenue of $900.0 million; subscribers of 1,400,000; two new markets launched; one new revenue stream; ACM of 17.5%; and stock price performance of 400% of the IPO price during the last 30 trading days of year. As discussed below, no portion of the award vested for 2022 or 2023 performance and service, despite certain targets being met or exceeded. While no vesting occurred, SEC rules require the award to be reported in the Summary Compensation Table for 2022 since the vesting was originally based on 2022 goals and for 2023 because of the modification described below. In response to shareholder feedback, as discussed above under “Response to 2023 Say-on-Pay Vote, Shareholder Engagement and Changes to Our 2023 Executive Compensation Program in Response to Feedback,” the Gandler Performance Options were amended in April 2023 to provide that any additional vesting, including the portion of the option originally eligible to vest based on 2022 and 2023 performance, would be tied to the achievement of pre-established North America subscribers, North America revenue and Adjusted EBITDA objectives during the year ended December 31, 2025, removing the discretionary nature of such award and introducing specific weightings and target, threshold and maximum levels for each performance metric. For a description of the amended award, please refer to “Response to 2023 Say-on-Pay Vote, Shareholder Engagement and Changes to Our 2023 Executive Compensation Program in Response to Feedback” above. To remain eligible to vest in the options, Mr. Gandler must remain in continuous service with the Company through the date on which the Company’s performance for the 2025 performance year is certified, which will occur on or before February 20, 2026. The equity awards granted to Mr. Gandler are subject to accelerated vesting under the award agreement and the terms of his employment agreement, as described below under “Post Termination and Change in Control Benefits and “—Employment Agreements—David Gandler.”

  48. 2023 AMENDMENT OF ALBERTO HORIHUELA NOVEMBER 2021 PRSU AWARDS

    2023 AMENDMENT OF ALBERTO HORIHUELA NOVEMBER 2021 PRSU AWARDS On November 3, 2021, our Board, upon the recommendation of our Compensation Committee, approved an award of PRSUs covering 1,400,000 shares of our Common Stock to Mr. Horihuela (the “Horihuela PRSU Award”). The Horihuela PRSU Award was granted under the 2020 Plan and was scheduled to vest up to 20% for each of 2021, 2022, 2023, 2024, and 2025 upon the attainment each such year of pre-determined targets tied to North America revenue, North America subscribers and the launching of new markets (and, with respect to 2023, upon the creation of one or more new revenue streams). To remain eligible to vest in a particular tranche of the Horihuela PRSU Award, Mr. Horihuela must remain in continuous service with the Company through the applicable vesting date. On November 3, 2021, our Board, upon the recommendation of our Compensation Committee, approved an award of PRSUs covering 500,000 shares of our Common Stock to Mr. Horihuela (the “Horihuela LTIP Award”). The Horihuela LTIP Award was granted under the 2020 Plan and was scheduled to vest up to twenty percent (20%) for each of 2021, 2022, 2023, 2024, and 2025 upon the attainment each such year of pre-determined targets tied to North America revenue and North America subscribers. To remain eligible to vest in a particular tranche of the Horihuela LTIP Award, Mr. Horihuela must remain in continuous service with the Company through the date on which the Compensation Committee determines the actual number of RSUs that vest for the given calendar year and through any subsequent vesting date as determined by the Compensation Committee. For 2023, the performance metrics and corresponding objectives for the Horihuela PRSU Award and the Horihuela LTIP Award were revenue of $900.0 million and subscribers of 1,400,000, and additionally in the case of the Horihuela PRSU Award, 2 new markets launched and one revenue stream. As discussed below, no portion of the award vested for 2023 performance and service, despite certain targets being met or exceeded. In response to shareholder feedback, on November 20, 2023, the Company entered into an amendment to the Horihuela PRSU Award and the Horihuela LTIP Award (collectively, the “Amended Horihuela PRSUs”). Under the terms of the amendments, the original vesting conditions were modified with respect to the 1,140,000 PRSUs that remained unvested as of such date, including the portion of the PRSUs otherwise scheduled to vest based on 2023 performance. The modified vesting of the PRSUs is now based upon the achievement of pre-established Adjusted EBITDA, North America revenue and North America subscriber objectives during the year ended December 31, 2025, weighted at 50%, 25% and 25%, respectively, as described in the table below

  49. POST TERMINATION AND CHANGE IN CONTROL BENEFITS

    POST TERMINATION AND CHANGE IN CONTROL BENEFITS We have entered into an employment agreement with Mr. Gandler. We also maintain the Executive Severance Plan in which our executives, including Messrs. Janedis and Horihuela participate. Each of these arrangements provide for certain severance benefits in the event the executive’s employment is involuntarily or constructively terminated, including in connection with a change in control. Such severance benefits are intended and designed to alleviate the financial impact of an involuntary termination and maintain a stable work environment through salary continuation and equity award vesting acceleration. We provide severance benefits because they are essential to help us fulfill our objective of attracting and retaining key managerial talent. While these arrangements form an integral part of the total compensation provided to these individuals and are considered by the Compensation Committee when determining executive officer compensation, the decision to offer these benefits did not influence the Compensation Committee’s determinations concerning other direct compensation or benefit levels. The Compensation Committee has determined that such arrangements offer protection that is competitive within our industry and for our company size and are designed to attract highly qualified individuals and maintain their employment with us. In determining the severance benefits payable pursuant to the Executive Severance Plan, the Compensation Committee considered what level of severance benefits would be sufficient to retain our current executive team and to recruit talented executives in the future, which determination was based in part on input from management and our board of directors. For a description of the employment agreement with Mr. Gandler, see “—Employment Agreements—David Gandler” below. For a description of the Executive Severance Plan, see “—Executive Severance Plan” below. In addition, the equity awards granted to our named executive officers contain accelerated vesting provisions upon an involuntary or constructive termination, death or disability and/or a change in control. In the event of a change in control where the acquirer does not assume awards granted under our equity incentive plans, awards issued under these plans shall be subject to accelerated vesting such that 100% of the awards will become vested and exercisable or payable, as applicable, with performance goals deemed achieved at 100% of target levels. With respect to the stock options and RSUs granted to Mr. Gandler during 2023, such awards will vest in the event of his termination without cause or resignation for good reason as provided under the Gandler Employment Agreement, as described below under “—Employment Agreements—David Gandler.” With respect to the stock options and RSUs granted to Messrs. Janedis and Horihuela during 2023, such awards will vest in the event of the executive’s termination without cause or resignation for good reason within 24 months following a change in control as provided under the Executive Severance Plan, as described below under “—Executive Severance Plan.” With respect to the PRSUs granted to Mr. Gandler in 2023, if a change in control event occurs on or prior to December 31, 2025, the number of the unvested PRSUs that will be eligible to vest is equal to (1) for any completed performance period, the number of PRSUs eligible to vest based on actual performance, plus (2) for any performance period that is not completed as of the date of the change in control, a number of PRSUs eligible to vest for such performance period (measured at target performance). The resulting number of PRSUs will vest on February 20, 2026 (or the date of his termination without cause or resignation for good reason following a change in control), provided the executive continues to provide services through such date. In the event of Mr. Gandler’s termination without cause or resignation for good reason prior to a change in control, if the termination occurs on or prior to December 31, 2025, then such number of the unvested PRSUs will vest as of the date of termination as is equal to (1) for any completed performance period, the number of PRSUs eligible to vest based on actual performance, plus (2) for any performance period that is not completed as of the date of the change in control, a number of PRSUs eligible to vest for such performance period (measured at target performance). If the termination occurs on or after January 1, 2026, a number of unvested PRSUs, determined based on actual performance during the performance period, will vest on date performance is certified. With respect to the Amended Gandler Performance Options, if a change in control event occurs on or prior to December 31, 2025, all of the options will remain eligible to vest on February 20, 2025 (or the date of his termination without cause or resignation for good reason following a change in control), provided Mr. Gandler continues to provide services through such date. In the event of Mr. Gandler’s termination without cause or resignation prior to a change in control, if the termination occurs on or prior to December 31, 2025, then the unvested options will vest as of the date of termination, and if the termination occurs on or after January 1, 2026, a number of unvested options, determined based on actual performance during the performance period, will vest on date performance is certified. With respect to the PRSUs granted to Mr. Janedis during 2023, if a change in control occurs on or prior to December 31, 2025, all of the unvested PRSUs (measured at target performance) will vest on February 20, 2026 (or the date of the executive’s involuntary termination without cause or resignation for good reason following a change in control), provided he continues to provide services through such date. With respect to the PRSUs granted to Mr. Horihuela during 2023, if a change in control event occurs on or prior to December 31, 2025, the number of the unvested PRSUs that will be eligible to vest is equal to (1) for any completed performance period, the number of PRSUs eligible to vest based on actual performance, plus (2) for any performance period that is not completed as of the date of the change in control, a number of PRSUs eligible to vest for such performance period (measured at target performance). The resulting number of PRSUs will vest on February 20, 2026 (or the date of his termination without cause or resignation for good reason following a change in control), provided the executive continues to provide services through such date. With respect to the amended Horihuela PRSU Award and the amended Horihuela LTIP Award, if a change in control event occurs on or prior to December 31, 2025, all of the PRSUs will remain eligible to vest (measured at target performance) on February 20, 2026 (or the date of his termination without cause or resignation for good reason following a change in control), provided he continues to provide services through such date. In the event of Mr. Horihuela’s termination without cause or resignation prior to a change in control, if the termination occurs on or prior to December 31, 2025, then all of the unvested PRSUs will vest as of the date of termination (measured at target performance), and if the termination occurs on or after January 1, 2026, a number of unvested PRSUs, determined based on actual performance during the performance period, will vest on date performance is certified. For further information about the accelerated vesting provisions applicable to our named executive officers’ outstanding equity awards, see “—Employment Agreements,” “—Executive Severance Plan” and “—Potential Payments Upon Termination or Change in Control” below.

  50. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table shows information regarding the compensation earned by our named executive officers during the years ended December 31, 2023, 2022 and 2021.

  51. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | David Gandler | 2023 | 730,000 | — | 1,333,596 | 2,125,478 | 943,160 | 31,304 | 5,163,538 | | Chief Executive Officer | 2022 | 558,250 | — | — | 7,255,640 | 539,779 | 29,192 | 8,382,861 | | | 2021 | 525,000 | 500,000 | — | 5,432,006 | — | 27,058 | 6,484,064 | | John Janedis | 2023 | 480,000 | — | 1,980,088 | — | 330,047 | 24,612 | 2,814,747 | | Chief Financial Officer | 2022 | 387,652 | — | 1,886,560 | — | 207,886 | 21,563 | 2,503,661 | | | | | | | | | | — | | Edgar Bronfman Jr. | 2023 | 96,997 | — | — | — | | — | 96,997 | | Executive Chairman | 2022 | 95,000 | — | — | — | — | — | 95,000 | | | 2021 | 95,000 | — | — | 19,213,821 | — | — | 19,308,821 | | Alberto Horihuela Suarez | 2023 | 473,049 | — | 1,237,662 | — | 325,268 | 31,304 | 2,067,283 | | Chief Operating Officer | 2022 | 406,000 | — | — | — | 196,283 | 29,192 | 631,475 | | | 2021 | 359,772 | 126,000 | 64,352,998 | — | — | 27,058 | 64,865,828 |

  52. SUMMARY COMPENSATION TABLE

    (1)Represents actual base salaries paid to Messrs. Gandler, Janedis and Horihuela and cash retainer fees paid to Mr. Bronfman in connection with his service as our Executive Chairman. (2)Represents the grant date fair value of RSU and PRSU awards granted in the applicable fiscal year computed in accordance with ASC 718. The grant date fair value of RSU awards is calculated using the closing price per share of our common stock on the date of grant multiplied by the number of RSUs. The grant date fair value of PRSU awards is calculated using the closing price per share of our common stock on the date of grant multiplied by the number of PRSUs, as adjusted by the probability of achievement of the applicable performance objectives at the time of grant, which was assumed to be “target” for purposes of the PRSUs granted in 2023. Assumptions used in the calculation of these amounts are included in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 5, 2024. This amount does not reflect the actual economic value that will be realized upon the vesting of the awards or the sale of the Common Stock underlying such awards. The number of PRSUs granted to Mr. Janedis during 2023 eligible to vest may vary from 0% to 100%. The full grant date fair value of the PRSU awards granted to Mr. Janedis, which vest based on the achievement of performance objectives for 2025, assuming achievement of all performance metrics at the target level (which is the maximum level of performance under this award), is $618,830. With respect to Mr. Gandler, represents the portion of the PRSUs granted in 2023 under the 2020 Plan to Mr. Gandler that was eligible to vest based on 2023 performance. The PRSUs are eligible to vest upon the attainment of annual performance objectives over three one-year performance periods (2023, 2024 and 2025 calendar years). SEC rules require presentation that is consistent with ASC 718. In accordance with SEC rules and ASC 718, due to the vesting terms applicable to the PRSUs granted to Mr. Gandler in 2023, the grant date for ASC 718 purposes occurred for the portion of the award eligible to vest based on 2023 performance only at the time of grant. As a result, only this portion of the award is reflected in the table above. The number of PRSUs granted to Mr. Gandler during 2023 eligible to vest may vary from 0% to 150%. The full grant date fair value of the PRSU awards granted to Mr. Gandler, which were eligible to vest based on the achievement of 2023 performance objectives, assuming achievement of all performance metrics at the maximum level, is $795,340. Mr. Janedis was granted RSUs on November 20, 2022, 56,180 of which were subject to the approval of our amended and restated 2020 Plan at our 2023 annual meeting of shareholders. As a result, pursuant to SEC rules and ASC 718, since these RSUs were subject to shareholder approval, the grant date of such awards for purposes of ASC 718 and SEC disclosure rules occurred on June 15, 2023, the date such RSUs were approved by the shareholders. As a result, in accordance with SEC rules and ASC Topic, the grant date fair value of such contingent RSUs ($123,596) is included in the table above for 2023. (3)Represents the grant date fair value of option awards granted in the applicable fiscal year. In accordance with SEC rules, this column reflects the aggregate grant date fair value of the awards granted to the named executive officers computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 5, 2024. This amount does not reflect the actual economic value that will be realized by the named executive officers upon the exercise of the awards or the sale of the Common Stock underlying such awards. With respect to the Gandler Performance Options originally awarded in October 2020, the vesting of which is performance-based, the vesting was originally tied to a series of five one-year performance measure periods and eligible to be earned over five years, with 20% of the total award eligible to be earned each year (commencing with 2021) based on the Board’s evaluation of the Company’s performance for such year. In accordance with SEC rules and ASC 718, due to the vesting terms applicable to the original Gandler Performance Options as in effect prior to the amendment of such award in April 2023, no grant date for ASC 718 purposes had occurred for the portion of the award tied to 2023-2025 performance as of the date of the amendment and therefore no value for such portion of the award had been previously reported in the Summary Compensation Table for prior years. As a result, the service inception date for the portion of the award eligible to vest in each calendar year preceded the grant date for such portion of the award for ASC 718 purposes. In addition, due to the discretion reserved by the Compensation Committee in determining the final vesting for each year, no grant date for ASC 718 purposes occurred for any portion of the original Gandler Performance Options in 2021. As a result, the service inception date for the portion of the award eligible to vest in each calendar year preceded the grant date for such portion of the award for ASC 718 purposes. Since, prior to the amendment of the award in April 2023, the number of shares to be earned on each determination date (subsequent to the Company’s calendar year-end) was subject to the discretion of the Board, the compensation expense was adjusted each reporting period for changes in fair value prorated for the portion of the requisite service period rendered and based on the number of shares expected to be earned. For the portion of the performance-based option eligible to be earned for 2021, the Company recognized $5,432,006 of stock-based compensation expense for such portion of the award in 2021, which amount is included in the table above for 2021. For the portion of the performance-based option eligible to be earned for 2022, the fair value for stock-based compensation expense purposes of such portion of the award as of January 1, 2022, the service inception date for such portion of the award, would have been $7,255,640, which amount is included in the table above for 2022. As a result of the amendment to the Gandler Performance Options in April 2023, all future vesting, including the portion of the option originally eligible to vest in early 2023 based on 2022 performance, is now tied to the achievement of pre-established Adjusted EBITDA, North America revenue and North America subscriber objectives during the year ended December 31, 2025. Under ASC 718, the amendment of such option resulted in the establishment of a grant date for ASC 718 purposes as of the date of such amendment, resulting in a grant date fair value of the remaining portion of such award of $402,021 under ASC 718 which is included in the table above for 2023. (4)These amounts represent performance bonuses earned under our executive bonus program, which is described above under “Compensation Discussion and Analysis —Annual Performance Bonuses.” (5)For 2023, represents health insurance premiums paid by the Company on behalf of the named executive officers.

  53. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS

  54. 2023 GRANTS OF PLAN-BASED AWARDS

    | Name | Type of Award | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stocks or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | David Gandler | Annual Bonus | — | 474,500 | 730,000 | 985,500 | — | — | — | — | — | — | — | | | PRSUs (5) | 5/9/2023 | — | — | — | 120,506 | 241,012 | 361,518 | — | — | — | 530,226 | | | RSUs | 5/9/2023 | — | — | — | — | — | — | 365,168 | — | — | 803,370 | | | Options (6) | 4/20/2023 | — | — | — | 2,460,000 | 3,280,000 | — | — | — | $10.00 | 402,021 | | | Options | 5/9/2023 | — | — | — | — | — | — | — | 636,298 | 2.02 | 951,241 | | John Janedis | Annual Bonus | — | 165,600 | 288,000 | 352,800 | — | — | — | — | — | — | — | | | PRSUs (7) | 11/20/2023 | — | — | — | 142,369 | 189,825 | — | — | — | — | 618,830 |

  55. 2023 GRANTS OF PLAN-BASED AWARDS

    | | RSUs (8) | 11/20/2022 | — | — | — | — | — | — | 56,180 | — | — | 123,596 | | | RSUs | 11/20/2023 | — | — | — | — | — | — | 379,651 | — | — | 1,237,662 | | Edgar Bronfman Jr. | — | — | — | — | — | — | — | — | — | — | — | — | | Alberto Horihuela Suarez | Annual Bonus | — | 163,202 | 283,829 | 347,691 | — | — | — | — | — | — | — | | | RSUs | 11/20/2023 | — | — | — | — | — | — | 379,651 | — | — | 1,237,662 |

  56. 2023 GRANTS OF PLAN-BASED AWARDS

    (1)Amounts in this column represent threshold, target and maximum cash performance bonus opportunities for the named executive officers in 2023 under our executive bonus program, which is described above under “— Compensation Discussion and Analysis —Annual Performance Bonuses.” Mr. Bronfman is not eligible to participate in our executive bonus program. (2)Represents RSUs awarded in 2023 to Messrs. Gandler, Janedis and Horihuela under the 2020 Plan. The RSUs vest in equal annual installments on the first four anniversaries of the applicable vesting commencement date (February 20, 2023 for Mr. Gandler and November 20, 2023 for Messrs. Janedis and Horihuela), subject to the executive’s continued service with us through each such vesting date. For additional information on the specific terms of the RSUs see “Long-Term Equity Incentive – 2023 Equity Awards” above. The RSUs granted to Messrs. Janedis and Horihuela were approved by the Compensation Committee on November 20, 2023. (3)Represents stock options granted to Mr. Gandler under the 2020 Plan. The stock options vest in equal annual installments on the first four anniversaries of the vesting commencement date (February 20, 2023), subject to Mr. Gandler’s continued service with us through each such vesting date. The stock options granted to Mr. Gandler were approved by the Board on May 4, 2023. (4)Represents the applicable grant-date fair value of each stock option, RSU and PRSU award was calculated in accordance with ASC 718. For a discussion of our valuation methodology used, see Note 15 to our consolidated financial statements for the year-end December 31, 2023 included in our Annual Report on Form 10-K filed with the SEC on March 5, 2024. These amounts do not reflect whether the recipient has actually realized or will realize. Whether, and to what extent, a named executive officer realizes a financial benefit from the awards will depend on our actual operating performance, stock price fluctuations and the named executive officer’s continued service to us. (5)Represents the portion of the award of PRSUs granted in 2023 under the 2020 Plan to Mr. Gandler that was eligible to vest based on 2023 performance. The PRSUs are eligible to vest upon the attainment of annual performance objectives over three one-year performance periods (2023, 2024 and 2025 calendar years). Any PRSUs that are eligible to vest based on performance relative to the annual performance objectives will vest on the date on which the Company’s performance for the 2025 performance year is certified, which will occur on or before February 20, 2026), which vesting will be subject to Mr. Gandler’s continued employment through such date. The number of PRSUs eligible to vest may vary from 0% to 150%. The extent to which PRSUs are eligible to vest is determined based on the performance level achieved, with 0% vesting for performance below threshold levels. For the first performance period (January 1, 2023 – December 31, 2023), the Compensation Committee set Adjusted EBITDA goals (weighted 50%), North America revenue goals (weighted 25%), and new subscriber goals (weighted 25%) as the annual performance objectives. The Compensation Committee will determine the annual performance objectives for the second performance period (January 1, 2024 – December 31, 2024) and third performance period (January 1, 2025 – December 31, 2025) no later than March 15 of the applicable year. The PRSUs granted to Mr. Gandler were approved by the Board on May 4, 2023. SEC rules require presentation that is consistent with ASC 718. In accordance with SEC rules and ASC 718, due to the vesting terms applicable to the PRSUs granted to Mr. Gandler in 2023, the grant date for ASC 718 purposes occurred for the portion of the award eligible to vest based on 2023 performance only at the time of grant. As a result, only this portion of the award is reflected in the table above. Mr. Gandler became eligible to vest in 326,359 PRSUs based on achievement of the performance objectives for 2023, which PRSUs will vest on the date the Compensation Committee certifies performance for 2025, provided Mr. Gandler remains in service through such date. For additional information on the specific terms of the PRSUs see “Long-Term Equity Incentive – 2023 Equity Awards” and “Response to 2023 Say-on-Pay Vote, Shareholder Feedback and Changes to Our 2023 Executive Compensation Program in Response to Feedback” above. (6)Represents the portion of the Amended Gandler Performance Options that remains eligible to vest based on 2025 performance. As a result of the amendment to the Gandler Performance Options in April 2023, all future vesting, including the portion of the option originally eligible to vest in early 2023 based on 2022 performance, is now tied to the achievement of pre-established Adjusted EBITDA, North America revenue and North America subscriber objectives during the year ended December 31, 2025. Under ASC 718, the amendment of such option resulted in the establishment of a grant date for ASC 718 purposes as of the date of such amendment, resulting in a grant date fair value of the remaining portion of such award of $402,021 under ASC 718, which amount is included in the table above. For additional information on the specific terms of the PRSUs see “Long-Term Equity Incentive – 2023 Equity Awards” above. (7)Represents awards of PRSUs granted in 2023 under the 2020 Plan to Mr. Janedis. The PRSUs granted to Mr.. Janedis were approved by the Compensation Committee on November 20, 2023. The PRSUs granted to Mr. Janedis are eligible to vest based on Adjusted EBITDA, North America revenue and North America subscriber goals during the year ending December 31, 2025, weighted at 50%, 25% and 25%, respectively, as described in the table below. Any PRSUs that are eligible to vest based on performance relative to the 2025 performance objectives will vest on the date on which the Company’s performance for such year is certified, which will occur on or before February 20, 2026), which vesting will be subject to continued employment through such date. The number of PRSUs eligible to vest may vary from 0% to 100%. The extent to which PRSUs are eligible to vest is determined based on the performance level achieved, with 0% vesting for performance below threshold levels. For additional information on the specific terms of the PRSUs see “Long-Term Equity Incentive – 2023 Equity Awards” above. (8)Mr. Janedis was granted RSUs on November 20, 2022, 56,180 of which were subject to the approval of our amended and restated 2020 Plan at our 2023 annual meeting of shareholders. As a result, pursuant to SEC rules and ASC 718, since these RSUs were subject to shareholder approval, the grant date of such awards for purposes of ASC 718 and SEC disclosure rules occurred on June 15, 2023, the date such RSUs were approved by the shareholders. As a result, in accordance with SEC rules and ASC Topic, such RSUs are included in the table above for 2023

  57. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth specified information regarding the outstanding equity awards held by our named executive officers at December 31, 2023. For a description of certain accelerated vesting provisions applicable to the stock awards granted to our named executive officers, see “—Post Termination and Change in Control Benefits”, “— Employment Agreements” and “— Executive Severance Plan” above and “— Potential Payment on Termination or Change in Control” below.

  58. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(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 ($)(1) | | David Gandler | 5/9/2023 | | | | — | — | 326,359 (2) | 1,037,822 | 489,326 (2) | 1,556,057 | | | 5/9/2023 | — | — | — | — | — | 365,168 (3) | 1,161,234 | — | — | | | 5/9/2023 | — | 636,298 (4) | — | 2.02 | 5/8/2033 | — | — | — | — | | | 4/1/2020 | 4,442,769 | 403,889 (5) | — | 8.124 | 3/31/2030 | — | — | — | — | | | 10/8/2020 | 820,000 | — | 3,280,000 (6) | 10.00 | 10/7/2030 | — | — | — | — | | | 5/31/2018 | 872,767 (7) | — | — | 1.99 | 5/31/2028 | — | — | — | — | | | 8/4/2016 | 726,675 (8) | — | — | 0.49 | 8/3/2026 | — | — | — | — | | | | | — | — | | | — | — | — | — | | John Janedis | 11/20/2023 | — | — | — | — | — | 379,651 (9) | 1,207,290 | — | — | | | 11/20/2023 | — | — | — | — | — | — | — | 189,825(10) | 603,644 | | | 3/12/2022 | — | — | — | — | — | 158,266(11) | 335,525 | — | — | | | 11/20/2022 | — | — | — | — | — | 168,540 (12) | 535,957 | — | — | | Edgar Bronfman Jr. | 5/19/2021 | 916,667 | — | 458,333 (13) | 19.59 | 5/18/2028 | — | — | — | — | | | 4/29/2020 | 1,875,000 (14) | — | — | 8.75 | 4/29/2027 | — | — | — | — | | | 6/28/2020 | 1,203,297 (14) | — | — | 11.15 | 4/29/2027 | — | — | — | — | | Alberto Horihuela Suarez | 11/20/2023 | — | — | — | — | — | 379,651 (15) | 1,207,290 | — | — | | | 11/20/2023 | — | — | — | — | — | — | — | 189,825 (16) | 603,644 | | | 11/3/2021 | — | — | — | — | — | — | — | 840,000 (17) | 2,671,200 |

  59. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 11/3/2021 | — | — | — | — | — | — | — | 300,000(17) | 954,000 | | 8/6/2020 | 166,666 (18) | 33,334 | — | 9.98 | 8/5/2030 | — | — | — | — | | 5/31/2018 | 270,992 (19) | — | — | 1.99 | 5/30/2028 | — | — | — | — | | 8/4/2016 | 310,668 | — | — | 0.49 | 8/3/2026 | — | — | — | — | | 9/21/2015 | 28,212 | — | — | 0.22 | 9/20/2025 | — | — | — | — |

  60. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1)Calculated based on the closing price per share of the Company’s Common Stock on December 29, 2023 ($3.18), the last trading day of 2023. (2)The PRSUs granted to Mr. Gandler are eligible to vest upon the attainment of annual performance objectives over three one-year performance periods (2023, 2024 and 2025 calendar years). Any PRSUs that are eligible to vest based on performance relative to the performance objectives will vest on the date on which the Company’s performance for the 2025 performance year is certified, which will occur on or before February 20, 2026), which vesting will be subject to Mr. Gandler’s continued employment through such date. The number of PRSUs eligible to vest may vary from 0% to 150%. The extent to which PRSUs are eligible to vest is determined based on the performance level achieved, with 0% vesting for performance below threshold levels. For the first performance period (January 1, 2023 – December 31, 2023), the Compensation Committee set Adjusted EBITDA goals (weighted 50%), North America revenue goals (weighted 25%), and new North America subscriber goals (weighted 25%) as the annual performance objectives. The Compensation Committee will determine the annual performance objectives for the second performance period (January 1, 2024 – December 31, 2024) and the third performance period (January 1, 2025 – December 31, 2025) no later than March 15 of the applicable year. The PRSUs eligible to vest with respect to 2024 and 2025 performance are reflected in the table above at “target” performance levels. Mr. Gandler became eligible to vest in 326,359 PRSUs based on achievement of the performance objectives for 2023, which PRSUs will vest on the date the Compensation Committee certifies performance for 2025, provided Mr. Gandler remains in service through such date. As a result, this portion of the award is reflected in the “Number of Shares or Units of Stock that Have Not Vested” column above, since they are subject only to service-based vesting conditions following the completion of the 2023 performance period. In addition, the award agreement and the Gandler Employment Agreement provide for accelerated vesting of the PRSUs under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Employment Agreements—David Gandler” above. (3)The RSUs vest in four equal installments; 25% vested on February 20, 2024 and 25% will vest on each of February 20, 2025 and February 20, 2026 and February 20, 2027, subject to Mr. Gandler’s continued service through each vesting date. In addition, the award agreement and the Gandler Employment Agreement provide for accelerated vesting of the RSUs under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Employment Agreements—David Gandler” above. (4)The options vest and become exercisable in four equal installments; 25% vested on February 20, 2024 and 25% will vest on each of February 20, 2025 and February 20, 2026 and February 20, 2027, subject to Mr. Gandler’s continued service through each vesting date. In addition, the award agreement and the Gandler Employment Agreement provide for accelerated vesting of the stock options under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Employment Agreements—David Gandler” above. (5)The option vests and becomes exercisable with respect to 1/48 of the shares in successive equal monthly installments measured from the grant date, subject to Mr. Gandler’s continuation in employment or service with the Company through each such applicable date. In addition, the award agreement and the Gandler Employment Agreement provide for accelerated vesting of the stock options under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Employment Agreements—David Gandler” above. (6)As discussed above under “Response to 2023 Say-on-Pay Vote, Shareholder Engagement and Changes to Our 2023 Executive Compensation Program in Response to Feedback”, the Amended Gandler Performance Options vest based on the achievement of pre-established Adjusted EBITDA goals (weighted 50%), North America revenue goals (weighted 25%), and new subscriber goals (weighted 25%) during the year ended December 31, 2025. Target goals for each objective were established, and threshold goals were also established for the North America subscribers and North America revenue objectives and performance below threshold will result in none of the options vesting with respect to those objectives. Accordingly, solely based on the level of attainment relative to these performance goals during 2025, the award will vest, if applicable, in February 2026, subject to Mr. Gandler’s continued employment through the vesting date. In addition, the award agreement and the Gandler Employment Agreement provide for accelerated vesting of the Amended Gandler Performance Options under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Employment Agreements—David Gandler” above. (7)The option vested and become exercisable with respect to 25% of the underlying shares upon the first anniversary of the grant date and with respect to the balance of the shares in 36 successive equal monthly installments thereafter, subject to Mr. Gandler’s continuation in employment or service with the Company through each such date. (8)The option vested with respect to the shares in 48 successive equal monthly installments measured from the vesting commencement date of July 1, 2016, subject to Mr. Gandler’s continuation in employment or service with the Company through each such date. (9)The RSUs vest in four equal installments, with 25% vesting on each of November 20, 2024, November 20, 2025, November 20, 2026, and November 20, 2027, subject to Mr. Janedis’ continued employment through each vesting date. In addition, the award agreement and the Executive Severance Plan provide for accelerated vesting of the RSUs under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Executive Severance Plan” above. (10)The PRSUs granted to Mr. Janedis are eligible to vest based on Adjusted EBITDA, North America revenue and North America subscriber goals during the year ending December 31, 2025, weighted at 50%, 25% and 25%, respectively, as described in the table below. Any PRSUs that are eligible to vest based on performance relative to the 2025 performance objectives will vest on the date on which the Company’s performance for such year is certified, which will occur on or before February 20, 2026), which vesting will be subject to continued employment through such date. The number of PRSUs eligible to vest may vary from 0% to 100%. The extent to which PRSUs are eligible to vest is determined based on the performance level achieved, with 0% vesting for performance below threshold levels. The PRSUs are reflect in the table above at “target” performance levels. In addition, the award agreements provide for accelerated vesting of the PRSUs under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Executive Severance Plan” above. (11)The RSUs vest in four equal installments; 25% vested on February 20, 2023 and 25% will vest on each of February 20, 2024 and February 20, 2025 and February 20, 2026, subject to Mr. Janedis’ continued employment through each vesting date. In addition, the award agreement and the Executive Severance Plan provide for accelerated vesting of the RSUs under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Executive Severance Plan” above.

  61. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (12)The RSUs vest in four equal installments; with 1/4 vesting on each of November 20, 2023, November 20, 2024, November 20, 2025 and November 2026, subject to Mr. Janedis’ continued employment through each vesting date. In addition, the award agreement and the Executive Severance Plan provide for accelerated vesting of the RSUs under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Executive Severance Plan” above. (13)The option vests and becomes exercisable as follows: (i) with respect to one-third of the underlying shares on the later of the first anniversary of the grant date and the date on which the average per-share closing price of our Common Stock over any ten consecutive trading days first exceeds 120% of the option’s per-share exercise price (the “Tranche 1 Target”); (ii) with respect to one-third of the underlying shares on the later of the second anniversary of the grant date and the date on which the average per-share closing price over any ten consecutive trading days first exceeds 120% of the Tranche 1 Target (the “Tranche 2 Target”); and (iii) with respect to the remaining one-third of the underlying shares on the later of the third anniversary of the grant date and the date on which the average per-share closing price over any ten consecutive trading days first exceeds 120% of the Tranche 2 Target; in each case subject to Mr. Bronfman’s continued service through the applicable vesting date. In addition, the award agreement provides for accelerated vesting of the stock options under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Employment Agreements—Edgar Bronfman” above. (14)During the year ended December 31, 2021, the Tranche 1 Target and Tranche 2 Target were each met and therefore one-third of the underlying shares vested and become exercisable on each of May 19, 2022 and 2023, respectively. The options granted to Mr. Bronfman were each scheduled to vest and become exercisable in four successive equal annual installments from the grant date or, if earlier, upon the achievement of four separate pre-determined stock price milestones ($12.00, $16.00, $20.00 and $24.00). Both of these awards vested and became exercisable in full during 2020 upon attainment of the pre-determined stock price milestones. In addition, the award agreement provides for accelerated vesting of the stock options under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Employment Agreements—Edgar Bronfman” above. (15)The RSUs vest in four equal installments, with 25% vesting on each of November 20, 2024, November 20, 2025, November 20, 2026, and November 20, 2027, subject to Mr. Horihuela’s continued employment through each vesting date. In addition, the award agreement and the Executive Severance Plan provide for accelerated vesting of the RSUs under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Executive Severance Plan” above. (16)Fifty percent of the PRSUs granted to Mr. Horihuela are eligible to vest based on Adjusted EBITDA, North America revenue and North America subscriber goals during the year ending December 31, 2024, weighted at 50%, 25% and 25% respectively, and 50% of his PRSUs will be eligible to vest based on performance metrics for the year ending December 31, 2025 that will be established no later than March 15, 2025. Any PRSUs that are eligible to vest based on performance relative to the 2024 or 2025 performance objectives will vest on the date on which the Company’s performance for the 2025 performance year is certified, which will occur on or before February 20, 2026), which vesting will be subject to continued employment through such date. The extent to which PRSUs are eligible to vest is determined based on the performance level achieved, with 0% vesting for performance below threshold levels. The PRSUs are reflected in the table above at “target” performance levels. In addition, the award agreements provide for accelerated vesting of the PRSUs under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Executive Severance Plan” above. (17)The PRSUs granted to Mr. Horihuela are eligible to vest based upon the achievement of pre-established Adjusted EBITDA, North America revenue and North America subscriber objectives during the year ended December 31, 2025, weighted at 50%, 25% and 25%, respectively. The award will vest, if applicable, on the date on which the Compensation Committee determines the actual number of RSUs that vest (which will occur no later than February 20, 2026), subject to Mr. Horihuela’s continued employment through the vesting date. The PRSUs are reflected in the table above at “target” performance levels. In addition, the award agreement provides for accelerated vesting of the PRSUs under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Executive Severance Plan” above. (18)The option vests with respect to 25% of the underlying shares upon the first anniversary of the vesting commencement date of August 6, 2020, and with respect to the balance of the shares in 36 successive equal monthly installments thereafter, subject to Mr. Horihuela’s continuation in employment or service with the Company through each such date. The option is subject to accelerated vesting in the event Mr. Horihuela’s service with the Company terminates other than for cause or for good reason within 12 months following a change in control. In addition, the award agreement and the Executive Severance Plan provide for accelerated vesting of the stock options under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Executive Severance Plan” above (19)The option vested with respect to 25% of the underlying shares upon the first anniversary of the vesting commencement date of May 31, 2018, and with respect to the balance of the shares in 36 successive equal monthly installments thereafter, subject to Mr. Horihuela’s continuation in employment or service with the Company through each such date.

  62. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table sets forth information regarding option exercises and stock awards that vested during 2022 with respect to our named executive officers.

  63. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | David Gandler | — | — | — | — | | John Janedis | — | — | 56,179 | 183,144 | | Edgar Bronfman Jr. | — | — | — | — | | Alberto Horihuela Suarez | — | — | 286,667 | 766,534 |

  64. OPTION EXERCISES AND STOCK VESTED

    (1)The value realized is based on the closing price of our Common Stock as reported on the NYSE on the date of exercise less the applicable exercise price multiplied by the number of options exercised. (2)The value realized is based on the closing price of our Common Stock on the vesting date as reported on the NYSE multiplied by the number of RSUs vested.

  65. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table summarizes the potential payments to our named executive officers in four scenarios: (1) upon termination by us without cause or the executive’s resignation for good reason apart from a change in control (“CIC”); (2) upon termination by us following the executive’s permanent disability or as a result of the executive’s death; (3) upon termination by us without cause or the executive’s resignation for good reason in connection with a CIC (for Messrs. Gandler, “in connection with a CIC” includes the 6-month period prior to and the 24-month period following a CIC, and for all other named executive officers, “in connection with a CIC” includes the 24-month period following a CIC (or, with respect to their outstanding PRSUs, any time following a CIC) ; or (4) in the event of a CIC without a termination of employment. The table assumes that the termination of employment or CIC, as applicable, occurred on December 31, 2023. The definitions of “cause”, “good reason” and “bonus” are contained in the Gandler Employment Agreement for Mr. Gandler and in the Executive Severance Plan for Messrs. Janedis and Horihuela, which are described above under the heading “— Discussion of Summary Compensation and Grants of Plan-Based Awards Table.”

  66. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Triggering Event | Cash Severance ($)(1) | Accelerated Options ($)(2) | Accelerated RSUs ($)(3) | Accelerated PRSUs ($)(4) | Health Benefits ($)(5) | Total ($) | | David Gandler | | | | | | | | Involuntary Termination Without Cause/Resignation for Good Reason Apart from a CIC | 2,190,000 | 738,106 | 1,161,234 | 2,594,451 | 65,834 | 6,749,625 | | Death/Disability | — | — | — | — | — | — | | Involuntary Termination Without Cause/Resignation for Good Reason in Connection with a CIC | 3,650,000 | 738,106 | 1,161,234 | 2,594,451 | 65,834 | 8,209,625 | | CIC Only (Continued Employment) | — | — | — | — | — | — | | John Janedis | | | | | | | | Involuntary Termination Without Cause/Resignation for Good Reason Apart from a CIC | 848,000 | — | — | — | 32,916 | 880,916 | | Death/Disability | — | — | — | — | — | — | | Involuntary Termination Without Cause/Resignation for Good Reason in Connection with a CIC | 1,431,000 | — | 2,246,533 | 603,644 | 49,375 | 4,330,552 | | CIC Only (Continued Employment) | — | — | — | — | — | — | | Edgar Bronfman Jr. | | | | | | | | Involuntary Termination Without Cause/Resignation for Good Reason Apart from a CIC | — | — | — | — | — | — | | Death/Disability | — | — | — | — | — | — | | Involuntary Termination Without Cause/Resignation for Good Reason in Connection with a CIC | — | — | | — | — | — | | CIC Only (Continued Employment) | — | — | — | — | — | — | | Alberto Horihuela Suarez | | | | | | | | Involuntary Termination Without Cause/Resignation for Good Reason Apart from a CIC | 856,000 | — | — | — | 32,916 | 888,917 | | Death/Disability | — | — | — | — | — | — | | Involuntary Termination Without Cause/Resignation for Good Reason in Connection with a CIC | 1,444,500 | - | 1,207,290 | 4,228,844.00 | 49,375 | 6,930,009 | | CIC Only (Continued Employment) | — | — | — | — | — | — |

  67. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    _____________________ (1)Amounts reported for an involuntary termination without cause or a resignation for good reason apart from a CIC represent 24 months of base salary continuation for Mr. Gandler and 12 months of base salary continuation for Messrs. Janedis and Horihuela, plus each named executive officer’s annual target bonus for 2023. Amounts reported for an involuntary termination without cause or a resignation for good reason in connection with a CIC represent the following: (i) for Mr. Gandler, 24 months of base salary continuation, plus 2x his target annual bonus for 2023, plus his annual bonus for 2023, based on actual performance, and (ii) for Messrs. Janedis and Horihuela, 1.5x the sum of their base salary plus target annual bonus plus a prorated annual bonus for 2023 (which is equal to the target annual bonus for purposes of the table above since the termination is assumed to have occurred on December 31, 2023), paid in a lump sum. (2)The value attributable to the accelerated options represents the excess of the fair market value of our Common Stock of $3.18 on December 29, 2023, the last trading day of 2023, over the exercise price of the unvested options the vesting of which accelerates in connection with the specified event. Under the terms of the Gandler Employment Agreement, in the event of an involuntary termination without cause or resignation for good reason, all outstanding, unvested time-vesting options would vest. Under the terms of the Executive Severance Plan, in the event of an involuntary termination without cause or resignation for good reason within the 24 months following a change in control, all of Mr. Horihuela’s outstanding, unvested time-vesting options would vest. Under the terms of the Amended Gandler Performance Options, if a change in control event occurs on or prior to December 31, 2025, all of the options will remain eligible to vest on February 20, 2025 (or the date of his termination without cause or resignation for good reason following a change in control), provided Mr. Gandler continues to provide services through such date. In the event of Mr. Gandler’s termination without cause or resignation prior to a change in control, if the termination occurs on or prior to December 31, 2025, then the unvested options will vest as of the date of termination, and if the termination occurs on or after January 1, 2026, a number of unvested options, determined based on actual performance during the performance period, will vest on date performance is certified. In the event Mr. Bronfman’s services with the Company are terminated by the Company without cause, by Mr. Bronfman following the Company’s material breach of any agreement between Mr. Bronfman and the Company or due to Mr. Bronfman’s death or disability, (i) to the extent the applicable price target has not been attained prior to such termination, any unvested portion of the option will remain outstanding and eligible to vest if and when the applicable price target is attained prior to the expiration of the option, and (ii) if the applicable price target has been attained prior to such good leaver termination but the tranche of the option corresponding to such price target remains outstanding and unvested as a result of the corresponding anniversary date not yet having occurred, such tranche shall vest on the date of such termination; provided, that in no event shall any portion of the option remain eligible to vest following the expiration date of the option. In addition, any unvested portion of the option awards that remains outstanding as of the date of a change in control of the Company will immediately vest in full and become exercisable. Pursuant to the terms of Mr. Bronfman’s option agreement, in the event his services terminate prior to, in connection with, or within 12 months following a change in control prior to the third anniversary of the grant date, Mr. Bronfman will be subject to a non-competition covenant for a period of 24 months following his termination. (3)Represents the aggregate value of the accelerated vesting of RSU awards, calculated by multiplying the fair market value of our Common Stock of $3.18 on December 29, 2023 by the number of RSUs the vesting of which accelerates in connection with the applicable triggering event. Under the terms of the Gandler Employment Agreement, in the event of an involuntary termination without cause or resignation for good reason, all outstanding, unvested time-vesting RSUs would vest. Under the terms of the Executive Severance Plan, Messrs. Janedis and Horihuela’s RSU award agreements, in the event of an involuntary termination without cause or resignation for good reason within twenty-four months following a change in control, all unvested time-based RSUs granted to them would vest. Under his participation agreement under the Executive Severance Plan, upon his termination without cause or resignation for good reason outside of the change in control protection period, Mr. Janedis will also be entitled to accelerated vesting of any then-unvested portion of the RSU award granted to him in connection with his commencement of employment. (4)With respect to the PRSUs granted to Mr. Gandler in 2023, if a change in control event occurs on or prior to December 31, 2025, the number of the unvested PRSUs that will be eligible to vest is equal to (1) for any completed performance period, the number of PRSUs eligible to vest based on actual performance, plus (2) for any performance period that is not completed as of the date of the change in control, a number of PRSUs eligible to vest for such performance period (measured at target performance). The resulting number of PRSUs will vest on February 20, 2026 (or the date of his termination without cause or resignation for good reason following a change in control), provided the executive continues to provide services through such date. In the event of Mr. Gandler’s termination without cause or resignation for good reason prior to a change in control, if the termination occurs on or prior to December 31, 2025, then such number of the unvested PRSUs will vest as of the date of termination as is equal to (1) for any completed performance period, the number of PRSUs eligible to vest based on actual performance, plus (2) for any performance period that is not completed as of the date of the change in control, a number of PRSUs eligible to vest for such performance period (measured at target performance). If the termination occurs on or after January 1, 2026, a number of unvested PRSUs, determined based on actual performance during the performance period, will vest on date performance is certified. With respect to the PRSUs granted to Mr. Janedis during 2023, if a change in control occurs on or prior to December 31, 2025, all of the unvested PRSUs (measured at target performance) will vest on February 20, 2026 (or the date of the executive’s involuntary termination without cause or resignation for good reason following a change in control), provided the executive continues to provide services through such date. With respect to the PRSUs granted to Mr. Horihuela in 2023, if a change in control event occurs on or prior to December 31, 2025, the number of the unvested PRSUs that will be eligible to vest is equal to (1) for any completed performance period, the number of PRSUs eligible to vest based on actual performance, plus (2) for any performance period that is not completed as of the date of the change in control, a number of PRSUs eligible to vest for such performance period (measured at target performance). The resulting number of PRSUs will vest on February 20, 2026 (or the date of his termination without cause or resignation for good reason following a change in control), provided the executive continues to provide services through such date.

  68. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    With respect to the amended Horihuela PRSU Award and the amended Horihuela LTIP Award, if a change in control event occurs on or prior to December 31, 2025, all of the PRSUs will remain eligible to vest (measured at target performance) on February 20, 2026 (or the date of his termination without cause or resignation for good reason following a change in control), provided the executive continues to provide services through such date. In the event of Mr. Horihuela’s termination without cause or resignation prior to a change in control, if the termination occurs on or prior to December 31, 2025, then all of the unvested PRSUs will vest as of the date of termination (measured at target performance), and if the termination occurs on or after January 1, 2026, a number of unvested PRSUs, determined based on actual performance during the performance period, will vest on date performance is certified. (5)Represents the value of reimbursement for COBRA premiums for a period of 24 months following the date of termination for Mr. Gandler and 12 months following the date of termination for Messrs. Janedis and Horihuela (increased to 18 months for Messrs. Janedis and Horihuela in the event of a termination within 24 months following a change in control).

  69. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are required to disclose the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median compensated employee, using the required calculations. The pay ratio included in this information is a reasonable estimate calculated in a manner that is intended to be consistent with Item 402(u) of Regulation S-K. As of December 31, 2023, our employee population consisted of approximately 530 individuals. To identify the median employee for fiscal 2023, we looked at our employee population as of December 31, 2023 and determined each such employee’s fiscal 2023 compensation consisting of base salary, our consistently applied compensation measure. Additional information regarding our methodology includes the following: •for employees who were hired in 2023, but did not work for us for the entire fiscal year, we annualized their compensation as if they had been employed by us for all of 2023; •no cost of living adjustment was applied; and •for an employee paid in a currency other than U.S. dollars, their compensation was converted into U.S. dollars, using exchange rates as of December 31, 2023. To calculate the 2023 pay ratio, we calculated the components of the median employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. For 2023, our last completed fiscal year: •our Chief Executive Officer’s annual total compensation, as reported in the Summary Compensation Table included elsewhere in this Proxy Statement, was $5,163,538; and •our median employee’s annual total compensation was $183,918. Based on this information, our 2023 Chief Executive Officer to median employee pay ratio was approximately 28 to 1. This pay ratio disclosure is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions and to make reasonable estimates that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable with the pay ratio that we have reported.

  70. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE The following table sets forth information concerning the compensation of our named executive officers for each of the fiscal years ended December 31, 2020, 2021, 2022, and 2023 and our financial performance for each such fiscal year:

  71. PAY VERSUS PERFORMANCE TABLE

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO #1 ($) | Summary Compensation Table Total for PEO #2 ($) | Compensation Actually Paid to PEO #1 ($)(1)(2) | Compensation Actually Paid to PEO #2 ($)(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(3) | Net Income (Loss) ($) | Revenue ($) | | 2023 | 5,163,538 | — | 9,485,093 | — | 1,659,676 | 2,566,085 | 31 | 135 | (287,917,000) | 1,368,225,000 | | 2022 | 8,382,861 | — | (19,012,038) | — | 907,013 | (2,114,790) | 17 | 81 | (561,919,000) | 1,008,696,000 | | 2021 | 6,484,064 | — | (29,263,387) | — | 21,246,076 | 217,982 | 151 | 146 | (382,963,000) | 638,370,000 | | 2020 | 21,694,522 | 949,986 | 102,300,236 | 949,986 | 7,145,337 | 16,644,399 | 272 | 115 | (599,392,000) | 217,746,000 |

  72. PAY VERSUS PERFORMANCE TABLE

    _____________________ (1)Amounts represent compensation actually paid to our PEOs and the average compensation actually paid to our remaining named executive officers for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  73. PAY VERSUS PERFORMANCE TABLE

    | Year | PEO #1 | PEO #2 | Non-PEO NEOs | | 2023 | David Gandler | -- | John Janedis, Edgar Bronfman, Jr., and Alberto Horihuela Suarez | | 2022 | David Gandler | -- | John Janedis, Edgar Bronfman, Jr., Alberto Horihuela Suarez and Simone Nardi | | 2021 | David Gandler | -- | Edgar Bronfman, Jr. and Alberto Horihuela Suarez | | 2020 | David Gandler | John Textor(a) | Edgar Bronfman, Jr. and Simone Nardi |

  74. PAY VERSUS PERFORMANCE TABLE

    (a)John Textor served as our Chief Executive Officer from August 8, 2018 until April 1, 2020, as our Executive Chairman from April 1, 2020 to April 29, 2020 and as a director from August 8, 2018 to July 31, 2020. From April 29, 2020 through October 30, 2020, Mr. Textor served as our Head of Studio. He resigned from all positions with the Company as of October 30, 2020. The amounts reported in the “Compensation Actually Paid to PEO #1,” “Compensation Actually Paid to PEO #2,” and “Average Compensation Actually Paid to Non-PEO NEOs” columns do not reflect the actual compensation paid to or realized by our PEOs or our non-PEO NEOs during each applicable year. The calculation of compensation actually paid for purposes of this table includes point-in-time fair values of stock awards and these values will fluctuate based on our stock price, various accounting valuation assumptions and projected performance related to our performance awards. See the Summary Compensation Table for certain other compensation of our PEOs and our non-PEO NEOs for each applicable fiscal year and the Option Exercises and Stock Vested table for the value realized by each of them upon the vesting of stock awards during 2023. Compensation actually paid to our named executive officers represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  75. PAY VERSUS PERFORMANCE TABLE

    | | 2020 | | | 2021 | | 2022 | | 2023 | | | Adjustments | PEO #1 | PEO #2 | Average Non-PEO NEOs | PEO | Average Non- PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (20,937,563) | — | (6,903,041) | (5,432,006) | (20,891,705) | (7,255,640) | (471,640) | (3,459,074) | (1,072,583) |

  76. PAY VERSUS PERFORMANCE TABLE

    | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 85,959,630 | — | 5,223,616 | 7,255,640 | 1,906,972 | 159,004 | 165,109 | 6,692,957 | 1,065,625 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | 8,866,650 | — | 10,636,742 | — | — | — | — | — | — | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | 5,719,127 | — | 465,567 | (32,402,476) | (1,804,638) | (15,911,093) | (1,636,967) | 212,309 | 765,017 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | 997,869 | — | 76,179 | (5,168,339) | (238,722) | (4,387,170) | (914,821) | 875,363 | 148,350 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | - | — | — | — | — | — | (611,214) | — | — | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | - | — | — | — | — | — | 447,730 | — | — | | TOTAL ADJUSTMENTS | 80,605,713 | — | 9,499,063 | (35,747,181) | (21,028,093) | (27,394,899) | (3,021,803) | 4,321,555 | 906,409 |

  77. PAY VERSUS PERFORMANCE TABLE

    (2)Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for RSU awards, the closing price per share on the applicable year-end date(s), (ii) for stock options, a Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected term equal to the half- life from vesting to the end of its contractual term, and (iii) for performance-based RSU awards, the closing price per share on the applicable year-end date(s) as adjusted for the probability of achievement of the applicable performance objectives as of each such date. For additional information on the assumptions used to calculate the valuation of the awards, see Note 15 to our consolidated financial statements for the year-end December 31, 2023 included in our Annual Report on Form 10-K filed with the SEC on March 5, 2024. (3)For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the S&P Media and Entertainment Index (the “Peer Group”) for the period commencing on October 8, 2020, the date on which our common shares commenced trading on the New York Stock Exchange, through December 31 of the applicable year in the table above, and that all dividends, if any, were reinvested.

  78. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our named executive officers for the fiscal year ended December 31, 2023: •Revenue; •Adjusted EBITDA; and •Subscribers. Adjusted EBITDA is a non-GAAP measure defined as Net Loss from Continuing Operations, adjusted for depreciation and amortization, stock-based compensation, income tax benefit, other expenses, and one-time non-cash expenses. A reconciliation of Adjusted EBITDA to Net Loss from Continuing Operations, the most directly comparable GAAP measure, is attached to this proxy statement as Appendix C. For additional details regarding our most important financial performance measures, please see the sections titled “Pay for Performance,” “Annual Performance Bonuses” and “Long-Term Equity Incentives” in our compensation discussion and analysis elsewhere in this Proxy Statement.

  79. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We compensate non-employee members of the Board. With the exception of the Executive Chairman, directors who are also employees do not receive cash or equity compensation for service on the Board in addition to compensation payable for their service as our employees. The non-employee members of the Board are reimbursed for travel, lodging and other reasonable expenses incurred in attending board of directors or committee meetings. We established our Outside Director Compensation Policy to set forth guidelines for the compensation of our non-employee directors for their service on our Board. Under our Outside Director Compensation Policy, each non-employee director receives an initial award of either an option to purchase shares of Common Stock or RSUs, in each case with a Value (as defined in the policy) of $330,000. If such an award is an option, it vests in 36 equal, monthly installments after the grant date, subject to continued service through the vesting date; if such an award is in the form of RSUs, such portion of the initial award will vest in three annual installments beginning with the first anniversary after the grant date, subject to continued service through the vesting date. Initial awards are made in the form of RSUs unless determined otherwise by the Board. Additionally, each non-employee director receives an annual award of either an option to purchase shares of Common Stock or RSUs, in each case with a value of $228,000, effective on the date of each annual meeting of shareholders; provided, however, that a non-employee director will not be eligible for an annual award unless he or she has been a director for at least six months prior to the annual meeting of shareholders and is continuing as a non-employee director following the annual meeting. Each annual award will vest in full on the earlier to occur of the first anniversary of the grant date or the day immediately prior to the date of our annual shareholder meeting immediately following the date of grant, subject to continued service through the vesting date. The awards under our Outside Director Compensation Policy will accelerate and vest in full upon a change in control (as defined in the 2020 Plan), provided the director has continued in service through such change in control date. Annual awards are made in the form of RSUs unless determined otherwise by the Board. The cash and equity components of our compensation policy for non-employee directors are set forth below:

  80. DIRECTOR COMPENSATION

    | Position | Annual Cash Retainer (1) | Annual Equity Grant | | Non-employee director base fee | $50,000 | $228,000 | | Chairman of the Board (including Executive Chairman) | $50,000 | | | Audit Committee Service | | | | Chair | $30,000 | | | Member | $12,500 | | | Compensation Committee Service | | | | Chair | $20,000 | | | Member | $9,500 | | | Nominating and Corporate Governance Committee Service | | | | Chair | $15,000 | | | Member | $6,000 | |

  81. DIRECTOR COMPENSATION

    (1) The table above reflects the cash retainers in effect from and after August 7, 2023. On that date, the Board amended the director compensation to increase the cash retainers to the levels in the table as follows: annual cash retainer increased from $45,000 to $50,000; annual retainer for service as Audit Committee Chair increased from $24,000 to $30,000; annual retainer for service as Audit Committee member increased from $10,000 to $12,500; annual retainer for service as Compensation Committee Chair increased from $16,000 to $20,000; annual retainer for service as Compensation Committee member increased from $7,500 to $9,500; annual retainer for service as Nominating and Corporate Governance Committee Chair increased from $10,000 to $15,000; and annual retainer for service as Nominating and Corporate Governance Committee member increased from $5,000 to $6,000.

  82. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table summarizes the compensation earned by or paid to non-employee directors for the year ended December 31, 2023. Messrs. Gandler and Bronfman, each of whom serves on our Board but also serves as an executive officer, are not included in the following table as their compensation is disclosed in the Summary Compensation Table in the “Executive Compensation and Other Information” section and accompanying narrative above.

  83. DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Ignacio Figueras | 46,997 | 286,299 | — | 333,296 | | Julie Haddon | 57,996 | 286,299 | — | 344,295 | | Daniel Leff | 78,292 | 286,299 | — | 364,591 | | Laura Onopchenko | 73,394 | 286,299 | — | 359,693 | | Par-Jorgen Pärson (2) | 69,995 | 286,299 | — | 356,294 |

  84. DIRECTOR COMPENSATION TABLE

    _____________________ (1)Represents the grant date fair value of stock awards granted in 2023. In accordance with SEC rules, this column reflects the aggregate fair value of the awards granted to the non-employee directors computed as of the applicable grant date in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 5, 2024. This amount does not reflect the actual economic value that will be realized by the non-employee directors upon the vesting of the awards or the sale of the Common Stock underlying such awards. The table below shows the aggregate number of shares of our Common Stock underlying outstanding stock options (exercisable and unexercisable) and unvested RSU awards held as of December 31, 2023 by each non-employee director who was serving as of December 31, 2023

  85. DIRECTOR COMPENSATION TABLE

    | Name | Number of Securities Underlying RSUs Outstanding at December 31, 2023 | Number of Securities Underlying Options Outstanding at December 31, 2023 | | Ignacio Figueras | 130,136 | 66,132 | | Julie Haddon | 156,252 | — | | Daniel Leff | 130,136 | 65,540 | | Laura Onopchenko | 130,136 | 68,608 | | Par-Jorgen Pärson | 130,136 | 67,176 |

  86. DIRECTOR COMPENSATION TABLE

    (2) Pär-Jörgen Pärson resigned from the board of directors on March 5, 2024.

  87. Adjusted EBITDA

    Adjusted EBITDA Adjusted EBITDA is a non-GAAP measure defined as Net Loss from Continuing Operations, adjusted for depreciation and amortization, stock-based compensation, income tax benefit, other expenses, and one-time non-cash expenses.

  88. Free Cash Flow

    Free Cash Flow Free Cash Flow is a non-GAAP measure defined as net cash used in operating activities - continuing operations, reduced by capital expenditures (consisting of purchases of property and equipment), purchases of intangible assets and capitalization of internal use software. We believe Free Cash Flow is an important liquidity measure of the cash that is available for operational expenses, investments in our business, strategic acquisitions, and for certain other activities such as repaying debt obligations and stock repurchases. Free Cash Flow is a key financial indicator used by management. Free Cash Flow is useful to investors as a liquidity measure because it measures our ability to generate or use cash. The use of Free Cash Flow as an analytical tool has limitations due to the fact that it does not represent the residual cash flow available for discretionary expenditures. Because of these limitations, Free Cash Flow should be considered along with other operating and financial performance measures presented in accordance with GAAP. The following tables include reconciliations of the non-GAAP financial measures used in this letter to their most directly comparable GAAP financial measures.