DEF 14A of Versant Media Group, Inc., Apr 23, 2026

DEF 14A of Versant Media Group, Inc.

Filed Apr 23, 20260002067876-26-000019

Open on EDGAR

  1. Election of Directors

    Election of Directors

  2. Election of Directors

    | ✓ | Our Board unanimously recommends that shareholders vote “FOR ALL” with respect to the election of the 10 nominees for director. |

  3. Election of Directors

    THE BOARD OF DIRECTORS The Board, upon recommendation of the Nominating and Corporate Governance Committee, has nominated 10 individuals to the Board to serve until the next annual meeting of shareholders. If elected, each director nominee will hold office until the 2027 annual meeting of shareholders and their successor is duly elected and qualified, unless their office is vacated earlier in accordance with our amended and restated bylaws (the “bylaws”). The 10 directors who are standing for election at the Annual Meeting are all currently serving on the Board and are named below. Each of the nominees has consented to serve if elected. Unless otherwise instructed on the proxy card, the persons named as proxies will vote the shares represented by each properly executed proxy "FOR ALL" with respect to the election as directors of the nominees named in this proxy statement. If any nominee becomes unwilling or unable to serve as a director for good cause, the Board may propose another person in place of that nominee, and the individuals designated as your proxies will vote to elect that proposed person. Alternatively, the Board may decide to reduce the number of directors constituting the full Board in accordance with the bylaws. Under the Company’s Corporate Governance Guidelines, each director is expected to dedicate sufficient time, energy and attention to ensure the diligent performance of such director’s duties, including by attending meetings of the shareholders of the Company and meetings of the Board and committees of which such director is a member. The Board believes that having a broad range of talents, experiences, perspectives, skills and expertise is important in order to provide sound and prudent guidance with respect to all of the Company’s operations and interests and to reflect its shareholders, employees, viewers and customers. Our director nominees have a combined wealth of leadership experience derived from extensive service guiding large, complex organizations. Collectively, they possess substantive knowledge and skills applicable to our businesses. In addition to those qualifications, our director nominees collectively possess skill sets that are directly relevant to the Company’s evolving business and strategic objectives. In renominating directors for election at our Annual Meeting, the Nominating and Corporate Governance Committee and Board have determined that each of our director nominees is currently in compliance with our Corporate Governance Guidelines and has sufficient time, energy and attention to serve on our Board.

  4. Election of Directors

    | Versant Media Group, Inc. | 7 | 2026 Proxy Statement |

  5. Election of Directors

    DIRECTOR SKILLS AND EXPERIENCE Consistent with the Company’s Corporate Governance Guidelines and the Nominating and Corporate Governance Committee’s charter, the Nominating and Corporate Governance Committee is charged with establishing Board membership criteria, which are reviewed periodically with the Board, and recommends individuals for membership on the Board. As baseline director qualifications, our Board seeks, and each of our directors possesses, key attributes that we deem critical in being a director, including strong and effective decision-making, communication and leadership skills; high ethical standards, integrity and values; and a commitment to representing the long-term interests of our shareholders. Our Board, and the Nominating and Corporate Governance Committee in turn, also consider certain director qualifications and skills, including those highlighted below, and seek directors that bring to the Board a range of experiences, viewpoints, perspectives, professional knowledge, business expertise, financial expertise, industry knowledge, entrepreneurial background and experience, and high-level business management experience to oversee and address the current issues facing our company. Among other things, we currently have two women and eight men on the Board as well as three racially/ethnically diverse directors. All final recommendations and selections are based on merit, and the contributions Board members bring or are expected to bring to the Board. The Nominating and Corporate Governance Committee and the Board assess their effectiveness in this regard in connection with the annual Board evaluation process. The Board is comprised of highly skilled directors who bring a diverse range of skills and experiences to the Board's oversight role. The following table summarizes the key skills and experiences of each director nominee. Further details about each individual's experiences and qualifications are set forth in their individual biographies.

  6. Election of Directors

    | | Rebecca S. Campbell | Creighton Condon | Michael A. Conway | David Eun | Gerald L. Hassell | Mark Lazarus | W. Scott Mahoney | Maritza Montiel | David Novak | Leonard A. Potter | | Executive Management | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Relevant Industry Experience | ● | ● | | ● | ● | ● | ● | ● | ● | | | Technology and Innovation | ● | | ● | ● | ● | ● | ● | ● | | | | Strategic Information | ● | | ● | ● | ● | ● | ● | ● | ● | ● | | Financial/Accounting | ● | | | | ● | | ● | ● | ● | ● | | Business Development, Mergers and Acquisitions, and Capital Markets | | ● | ● | ● | ● | | ● | ● | ● | ● | | Risk Management | ● | | | | ● | | | ● | | ● | | Human Capital Management | ● | | ● | ● | ● | ● | ● | | ● | | | Legal and Regulatory | | ● | | | ● | | | ● | | ● | | Public Company Experience | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Non-Profit, Education & Philanthropic Experience | ● | ● | | ● | ● | ● | | ● | ● | ● |

  7. Election of Directors

    | Versant Media Group, Inc. | 8 | 2026 Proxy Statement |

  8. Election of Directors

    DIRECTOR NOMINEE BIOGRAPHIES The tables below present information, including age, term of office, committee memberships, independence, professional highlights, qualifications, education, and other public company directorships held in the past five years, for each person nominated for election as a director at the Annual Meeting. Each nominee possesses skills and experience which makes him or her an important component of the Board as a whole. While consideration of the information presented below regarding each nominee’s specific experiences, qualifications, attributes and skills led our Board to the conclusion that he or she should serve as a director, we also believe that all of our nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to Versant and our Board.

  9. Election of Directors

    | Rebecca S. Campbell | Career Highlights: •Interim Chief Executive Officer, Meow Wolf, Inc., a leading arts and entertainment company, 2025 – 2026 •Chairman, International Content & Operations, The Walt Disney Company (“Disney”), a multinational entertainment and media company, 2022 – 2023 •Chairman, International Operations and Direct-to-Consumer, Disney, 2020 – 2022 •President of Disneyland Resort, Disney, 2019 – 2020 •President of Europe, Middle East & Africa, Disney, 2018 – 2019 •President of the ABC Owned Television Stations & ABC Daytime Television, Disney, 2010-2018 Skills and Qualifications: Rebecca S. Campbell is the former Chairman of International Content and Operations at The Walt Disney Company. After spending over two decades within Disney and having served as a Board Member of Broadcast Music, Inc. (BMI), Ms. Campbell continues to display her proficiency in navigating the evolving landscape of the entertainment industry. From May 2025 to April 2026, she served as the Interim Chief Executive Officer, a leading arts and entertainment company known for its immersive multimedia experiences and large-scale interactive art installations and currently serves on its Board of Directors. She also serves on the Board of the Philadelphia Inquirer, a news organization. Additionally, she is involved with Big Brothers Big Sisters of Greater Los Angeles, serving first as a board member and now as a trustee. Mrs. Campbell brings to the Board a distinguished career in global media and entertainment, including senior leadership positions overseeing international operations and direct-to-consumer platforms, and driving strategy and distribution for one of the world’s most recognized brands. She has successfully managed large-scale organizations across multiple regions and driven growth through innovative audience engagement strategies, with particular expertise in scaling global direct-to-consumer businesses. We believe her deep industry knowledge and global perspective strengthen the Board’s ability to navigate an evolving media landscape. | | Former Chairman of International Content and Operations, The Walt Disney Company Age: 65 Director since: January 2026 Committees: Audit | |

  10. Election of Directors

    | Versant Media Group, Inc. | 9 | 2026 Proxy Statement |

  11. Election of Directors

    | Creighton Condon | Career Highlights: •Of Counsel, Allen Overy Shearman Sterling LLP (“A&O Shearman”), a global law firm, 2024 – 2026 •Partner, Shearman & Sterling LLP, 1991 – 2023 •Senior Partner, Shearman & Sterling LLP, 2012 – 2018 •Global Mergers and Acquisition Practice Group Leader, Shearman & Sterling LLP, 2012 – 2012 •European Managing Partner, Shearman & Sterling LLP, 2008 – 2012 Skills and Qualifications: Creighton Condon is Of Counsel at the global law firm of A&O Shearman until April 30, 2026. He previously served as Shearman & Sterling’s Senior Partner, European Managing Partner and Global Mergers and Acquisitions Practice Group Leader. He has advised clients on mergers, acquisitions, divestitures and joint ventures and counsels boards of directors and special committees on governance matters, change of control transactions, shareholder activism and complex structural issues. Mr. Condon also serves as Chairman of the Board of One to World, a non-profit organization advancing international understanding in the Fulbright tradition. Mr. Condon has extensive experience in the media, entertainment and sports industries. We believe Mr. Condon is qualified to serve on our Board given his decades of experience advising multinational companies and boards on high-stakes transactions and governance matters. We believe his extensive cross-border mergers and acquisitions experience and deep familiarity with the media, entertainment and sports sectors equip him to provide valuable perspective on legal and regulatory risks in our industry. | | Of Counsel at Allen Overy Shearman Sterling LLP Age: 70 Director since: January 2026 Committees: Nominating and Corporate Governance (Chair) | |

  12. Election of Directors

    | Versant Media Group, Inc. | 10 | 2026 Proxy Statement |

  13. Election of Directors

    | Michael A. Conway | Career Highlights: •Chief Executive Officer of Starbucks North America, Starbucks Corporation (“Starbucks”), a multinational coffee house and specialty coffee retailer, 2024 – 2024 •Group President, Starbucks International and Global Channel Development, 2021 – 2024 •Executive Vice President and President, Starbucks International Licensed Markets, Starbucks, 2020 – 2021 •Executive Vice President and President, Starbucks Canada, Starbucks, 2018 – 2020 •Executive Vice President and President, Licensed Stores, U.S. and Latin America, Starbucks, 2016 – 2018 •Executive Vice President and President, Global Channel Development, Starbucks, 2013 – 2016 Skills and Qualifications: Michael A. Conway is the former Chief Executive Officer of Starbucks North America and a seasoned veteran driving growth in consumer-packaged goods and retail industries. Prior to joining Starbucks, he worked at Johnson & Johnson, serving as worldwide President of McNeil Nutritional, and Campbell Soup Company, serving as Vice President for the Adult Simple Meals Division of the Campbell Soup Company. For the past 10 years, Mr. Conway has served as a Board Director at McCormick. Mr. Conway’s career leading Starbucks’ domestic and international businesses has given him deep experience managing complex operations across multiple geographies and distribution channels. He has a track record of expanding into new markets, strengthening brand loyalty and driving revenue growth. We believe his insight into global supply chains, customer engagement and brand management will be a valuable resource to our Board. | | Former Chief Executive Officer of Starbucks North America Age: 59 Director since: January 2026 Committees: Compensation and Culture Other Current Public Company Directorships: McCormick & Company Inc. | |

  14. Election of Directors

    | Versant Media Group, Inc. | 11 | 2026 Proxy Statement |

  15. Election of Directors

    | David Eun | Career Highlights: •Advisor, Kanza AI, a generative AI platform focused on health, wellness and medicine, 2025 – Present •Operating Partner, Valo Ventures, a venture capital investment firm, 2021 – 2023 •President and Chief Innovation Officer, Samsung Electronics, 2012 – 2020 •President, AOL Media and Studios, 2010 – 2011 •Vice President and Global Head, Content Partnerships and Business Development, YouTube, 2007 – 2010 Skills and Qualifications: David Eun is an Advisor to Kanza AI, an AI startup focused on healthcare. He was also Co-Founder of Alakai Group, an investment firm. Previously, Mr. Eun served as President and Chief Innovation Officer of Samsung Electronics, where he founded Samsung NEXT, an innovation group focused on startup investments, M&A and new business creation. He began his career at NBC and later held senior leadership roles at Google, YouTube, AOL and Time Warner. He serves on the Board of Directors of Howard Hughes Holdings Inc. and is the Chair of its Technology Committee. Mr. Eun has spent his career at the intersection of technology, media and investment, building new businesses and fostering innovation inside some of the world’s largest companies. He has launched and scaled technology platforms, forged strategic partnerships across industries and led investment initiatives targeting emerging companies. We believe his ability to identify disruptive trends and translate them into actionable strategies offers the Board a forward-looking perspective on innovation and market development. | | Advisor to Kanza AI Director since: January 2026 Committees: Nominating and Corporate Governance Other Current Public Company Directorships: Howard Hughes Holdings Inc. | |

  16. Election of Directors

    | Versant Media Group, Inc. | 12 | 2026 Proxy Statement |

  17. Election of Directors

    | Gerald L. Hassell | Career Highlights: •Chairman, The Bank of New York Mellon Corporation (“BNY”), 2011 – 2018 •Chief Executive Officer, BNY, 2011 – 2017 Skills and Qualifications: Gerald L. Hassell is the former Chairman and Chief Executive Officer of The Bank of New York Mellon Corporation. During his career at BNY, Mr. Hassell had direct management responsibility for the company’s broad range of banking and investment services businesses, including asset servicing and issuer, broker-dealer, treasury and clearing services, as well as operations and technology. He is a former director of Comcast and MetLife. Over a career spanning more than four decades at BNY, Mr. Hassell developed deep expertise in leading large, highly regulated financial institutions. As Chairman and the CEO, he navigated dynamic market cycles, oversaw operational transformations and managed relationships with regulators, institutional clients and diverse stakeholders. We believe his experience in risk management, corporate governance and strategic planning brings seasoned judgment and long-term perspective to our Board. | | Former Chairman and Chief Executive Officer of the Bank of New York Mellon Corporation Age: 74 Director since: January 2026 Committees: Compensation and Culture Former Public Company Directorships: Comcast Corporation MetLife, Inc. | |

  18. Election of Directors

    | Versant Media Group, Inc. | 13 | 2026 Proxy Statement |

  19. Election of Directors

    | Mark Lazarus | Career Highlights: •Various leadership roles at NBCUniversal Media, LLC, a mass media and entertainment company and subsidiary of Comcast (“NBCUniversal”) from 2011-2025, including Chairman of the NBCUniversal Media Group, 2023-2025 •President of Media and Marketing, CSE, 2008 – 2010 •President, Turner Entertainment Group, 2003 – 2008 Skills and Qualifications: Mark Lazarus is the Chief Executive Officer of Versant. Mr. Lazarus has served in various roles at NBCUniversal since 2011, including Chairman of NBCUniversal Media Group where he oversaw the company’s TV and Streaming platforms, distribution and monetization. Prior to joining NBCUniversal, Mr. Lazarus was President of Media and Marketing at CSE from 2008 to 2010 and served as President of Turner Entertainment Group from 2003 to 2008. Mr. Lazarus is on the Board of Governors of the Boys and Girls Clubs of America and serves on the board of directors for the East Lake Foundation and Hilton Grand Vacations. He is a graduate of Vanderbilt University. Mr. Lazarus’ qualifications for election include his service as Chief Executive Officer of Versant and his previous service in various leadership roles at NBCUniversal since 2011. | | Chief Executive Officer of Versant Media Group, Inc. Age: 62 Director since: January 2026 Committees: None Other Current Public Company Directorships: Hilton Grand Vacations Inc. | |

  20. Election of Directors

    | W. Scott Mahoney | Career Highlights: •Chairman and Chief Executive Officer, Peter Millar LLC, a premium apparel company, 2005 – Present Skills and Qualifications: W. Scott Mahoney is the Chairman and Chief Executive Officer of Peter Millar LLC. Prior to acquiring the golf apparel company in partnership with Sea Island Company, Mr. Mahoney gained insight into the golf and retail industry while working at Polo Ralph Lauren. There, he established a strong foundation for his later extensive background in brand development. Mr. Mahoney is also on the board of directors of Fleet Feet, a running-inspired company founded in 1976. Mr. Mahoney has extensive experience building premium consumer brands, most recently as the Chief Executive Officer of Peter Millar. Under his leadership, the company expanded its product portfolio, strengthened its wholesale and direct-to-consumer channels and grew its presence in domestic and international markets. We believe his expertise in brand positioning, retail operations and muti-channel growth strategies provides the Board with practical insight into building a successful consumer business. | | Chairman and Chief Executive Officer of Peter Millar LLC Age: 60 Director since: January 2026 Committees: Nominating and Corporate Governance | |

  21. Election of Directors

    | Versant Media Group, Inc. | 14 | 2026 Proxy Statement |

  22. Election of Directors

    | Maritza Montiel | Career Highlights: •Deputy Chief Executive Officer and Vice Chairman of U.S. Business, Deloitte & Touche LLP (“Deloitte”), 2011 – 2014 •Various positions, Deloitte, 1973 – 2011 Skills and Qualifications: Maritza Montiel is the former Deputy Chief Executive Officer and Vice Chairman of Deloitte & Touche LLP’s U.S. Business. Ms. Montiel’s client base ranged across various industries in both the commercial and federal sectors. Prior to her appointment as Deputy CEO, she led the firm’s U.S. regions and was tasked with managing the design and implementation of Deloitte University, the firm’s leadership development center and the largest single investment in the firm’s history. She is currently on the Board of Directors for Royal Caribbean Group and a former director of McCormick, Comcast, and AptarGroup. Ms. Montiel brings to our Board more than four decades of experience in public accounting, risk and audit, including her tenure at Deloitte. She has overseen complex audits for large, multinational companies, advised on financial reporting and internal controls and guided organizations through compliance and governance requirements. We believe her deep technical expertise in accounting and audit matters enhances the Board’s oversight of financial integrity and risk management. | | Former Deputy Chief Executive Officer and Vice Chairman of Deloitte & Touche LLP’s U.S. Business Age: 74 Director since: December 2025 Committees: Audit Other Current Public Company Directorships: Royal Caribbean Cruises Ltd. Former Public Company Directorships: AptarGroup, Inc. Comcast Corporation McCormick & Company, Inc. | |

  23. Election of Directors

    | Versant Media Group, Inc. | 15 | 2026 Proxy Statement |

  24. Election of Directors

    | David Novak | Career Highlights: •Founder of David Novak Leadership, Inc., which provides online leadership training to transform managers into confident, capable, engaging leaders, 2020 – Present •Executive Chairman of the Board, Yum! Brands, Inc., 2015 – 2016 •Chairman of the Board (2001 – 2014) and Chief Executive Officer (2000 – 2014), Yum! Brands, Inc Skills and Qualifications: David Novak is the Co-Founder and former Chairman and CEO of Yum! Brands, Inc., one of the world’s largest fast-food restaurant operators. Mr. Novak is also the Founder of David Novak Leadership, the parent organization to four nonprofits that focus on leadership development and hosts the podcast, How Leaders Lead with David Novak. He was previously Chief Operating Officer of PepsiCo and is a former director of Comcast and JP Morgan. We believe that Mr. Novak is qualified to serve as the Chairman of our Board given his previous executive leadership positions, including as Chairman and CEO of Yum! Brands, and his wealth of knowledge on marketing, consumer brands, global growth strategies and international business. Mr. Novak also has deep experience with corporate spin-offs, having led the separation of PepsiCo’s restaurant division to form Tricon Global Restaurants, which later became Yum! Brands. Throughout his career, Mr. Novak has demonstrated an exceptional ability to lead and manage large teams, uniting employees through increased engagement, recognition and talent development. | | Founder of David Novak Leadership, Inc. Age: 73 Director since: January 2026 Committees: Compensation and Culture Former Public Company Directorships: Comcast Corporation Yum! Brands, Inc. JP Morgan Chase & Co. | |

  25. Election of Directors

    | Versant Media Group, Inc. | 16 | 2026 Proxy Statement |

  26. Election of Directors

    | Leonard A. Potter | Career Highlights: •President and Chief Investment Officer, Wildcat Capital Management, LLC, a registered investment advisor, 2011 – Present •Founder and Senior Managing Director, Vida Ventures, a biotech venture fund management company, 2017 – Present •Managing Director – Private Equity, Soros Fund Management LLC, 2002 – 2009 Skills and Qualifications: Leonard A. Potter founded Wildcat Capital Management, LLC, a registered investment advisor, and serves as its CEO and Chief Investment Officer. Mr. Potter has also served as a founder and senior managing director of Vida Ventures, a biotech venture fund, since its inception. He has extensive experience as a Board Director and has served or continues to serve on a number of boards, including Hilton Grand Vacations Inc., SLR Capital Partners, and SuRo Capital Corporation. Mr. Potter brings to the Board more than three decades of experience in private equity, venture capital and corporate finance. He has led investments across a wide range of industries, served on numerous public and private company boards and advised companies through complex mergers, acquisitions and strategic transactions. We believe his deep understanding of capital markets, corporate governance and investment strategy adds valuable financial and strategic insight to the Board. | | President and Chief Investment Officer of Wildcat Capital Management, LLC Founder and Senior Managing Director, Vida Ventures Age: 64 Director since: January 2026 Committees: Audit Other Current Public Company Directorships: Hilton Grand Vacations Inc. SLR Investment Corp. SuRo Capital Corporation | |

  27. Election of Directors

    | Versant Media Group, Inc. | 17 | 2026 Proxy Statement |

  28. Corporate Governance

    Corporate Governance GOVERNANCE OVERVIEW Our goal is to maintain robust governance practices and a strong ethical culture that benefits the long-term interests of our shareholders. The Company, with the oversight of the Board, regularly reviews, updates and enhances its corporate governance practices and compliance and training programs, as appropriate, in light of shareholder feedback, changes in applicable laws, regulations and stock exchange requirements and the evolving needs of our business. The Company’s corporate governance and compliance practices include: •Independent Oversight. The vast majority of the current directors serving on the Board (90%) are independent directors, and the Board is being led by an independent Chairman. In addition, all standing Board committees are comprised of independent directors. Executive sessions of independent directors are held regularly without management present. •Committee Charters. Each Board committee operates under a written charter that has been approved by the Board and will be annually reviewed and, if necessary, amended. •Board and Committee Self-Evaluations. The Nominating and Corporate Governance Committee has oversight of the annual evaluation of the Board and its committees. •Frequent and Robust Shareholder Engagement. The Company has a robust shareholder engagement program pursuant to which the Company participates in investor conferences and holds numerous meetings with shareholders to discuss various topics, including its financial performance, strategy, corporate governance, corporate responsibility practices and executive compensation program. •No Poison Pill. The Company does not have a poison pill in place. •Dual-Class Capital Structure. The Board believes that a dual-class capital structure is appropriate and in the best long-term interests of the Company and its shareholders. As such, the Board will regularly assess its dual-class capital structure, including various considerations in respect of such structures, such as their effects on economic performance and investment in innovation, anti-takeover protections they offer, and unique benefits for media companies, in particular, allowing them to pursue independent journalism. •Board Oversight of Risk. The Board oversees the identification, monitoring and management of the Company’s risks and, with or through its committees as appropriate, regularly receives periodic updates from, and discusses with, senior management on risks the Company faces, including operational, strategic, legal and regulatory, financial and reputational risks and the Company’s plans to address them. The independent directors also discuss the Company’s significant risks when they meet in executive session without management. In addition, each of the Board’s committees assists the Board in overseeing the management of the Company’s risks within the areas delegated to that committee by providing guidance and reports to the full Board with respect to these risks as appropriate. •Stock Ownership Guidelines. The Compensation and Culture Committee maintains robust stock ownership guidelines for our named executive officers and non-employee directors to ensure the close alignment of their interests with those of other long-term shareholders. •Clawback Policy. We have adopted a clawback policy consistent with SEC rules and the rules of Nasdaq (the “Nasdaq Rules”) that requires our executive officers to repay erroneously awarded performance-based compensation following certain corrections to our financial statements. •No Automatic Cash Severance Payments Upon a Change in Control. We only provide for double-trigger change-in-control cash severance protection. •Prohibition on Hedging and Pledging. We prohibit all directors and executive officers from engaging in hedging transactions, including options (such as puts or calls) or other financial instruments (such as forward contracts, equity swaps, collars or exchange funds) that are designed to hedge or offset any decrease in the market value of our securities. We also prohibit all directors and executive officers from pledging Company securities. For more information, please refer to the section titled “Insider Trading Policy” below.

  29. Corporate Governance

    | Versant Media Group, Inc. | 18 | 2026 Proxy Statement |

  30. Corporate Governance

    •Succession Planning. The Board and Compensation and Culture Committee engage in periodic review of short and long-term succession plans for members of senior management. •Corporate Governance Guidelines and Other Corporate Governance Policies. The Board has adopted our Corporate Governance Guidelines and charters for our Audit Committee, Compensation and Culture Committee and Nominating and Corporate Governance Committee, each of which assist the Board in the exercise of its responsibilities and serve as a framework for the effective governance of the Company. •Ethics & Compliance. Our Code of Conduct, which applies to all Versant employees and directors, reinforces our core values and helps drive our workplace culture of compliance, ethical standards, integrity and accountability. The Board supervises the enforcement of the Code of Conduct and other Company policies through the Company’s compliance program, with the assistance of the Audit Committee, which oversees the content and operation of the program. •Workplace Civility and Respect. The Code of Conduct, Corporate Governance Guidelines and Respect in the Workplace Policy affirm the Company’s commitment to corporate policies that create a safe, productive and welcoming workplace for all of the Company’s employees and support of our core values. •Oversight and Ongoing Enhancement of Compliance Programs. The Company has adopted several operational compliance policies and programs to effectuate and supplement the principles set forth in the Code of Conduct, including an Anti-Bribery and Anti-Corruption Policy, an Anti-Money Laundering and Financial Crimes Policy, an Insider Trading Policy, a U.S. Government Interactions and Political Activities Policy, an International Trade Controls Policy, a Competition Law Policy, a Conflicts of Interest Policy and a Respect in the Workplace Policy. The Audit Committee oversees the Company’s compliance program, including the Company’s Code of Conduct and the Company’s policies and procedures for monitoring compliance. All employees, officers and directors are required to complete periodic training on the key elements of these policies and the Code of Conduct. •Insider Trading Policy. The Company maintains a policy governing the purchase, sale, and other transactions in the Company’s securities, which applies to the members of the Board, officers and employees, as well as certain family members and controlled entities. The policy also addresses the Company’s repurchases of its own securities. For more information, please refer to the section titled “Insider Trading Policy” below. •Independent, Anonymous Complaint Process. The Company maintains a third-party managed hotline (“Hotline”) that permits the anonymous reporting of violations of our Code of Conduct and other concerns. All Hotline submissions are reviewed and investigated by appropriate members of management. The results of all such investigations are reported to senior management and the Audit Committee quarterly. DIRECTOR NOMINATIONS

  31. IDENTIFYING AND EVALUATING DIRECTOR NOMINEES

    IDENTIFYING AND EVALUATING DIRECTOR NOMINEES Our Nominating and Corporate Governance Committee is responsible for overseeing searches for and identifying potential director candidates. If the Nominating and Corporate Governance Committee needs to identify potential candidates for Board membership, as part of doing so, the Nominating and Corporate Governance Committee will consider recommendations from directors, shareholders, management and others, including, from time to time, third-party search firms, to assist it in locating qualified candidates. Our Nominating and Corporate Governance Committee will evaluate any director candidates recommended by shareholders in a similar manner as any other candidates. Shareholders recommending a director candidate should write to the Nominating and Corporate Governance Committee at the mailing address on page 52 and include all information that our bylaws require for director nominations. In identifying and evaluating candidates, whether recommended by the Nominating and Corporate Governance Committee or by shareholders, the Nominating and Corporate Governance Committee will consider the attributes outlined above in “Director Skills and Experience,” as well as applicable independence requirements. All of our nominees are current directors and were appointed to the Board in connection with the Spin-Off, except Maritza Montiel who was appointed before the Spin-Off in December 2025 due to certain requirements in connection with the Spin-Off.

  32. IDENTIFYING AND EVALUATING DIRECTOR NOMINEES

    | Versant Media Group, Inc. | 19 | 2026 Proxy Statement |

  33. Director Compensation

    Director Compensation Under its charter, our Compensation and Culture Committee periodically reviews and recommends any changes to our compensation program for non-employee directors. The components of our non-employee director compensation are cash fees and equity awards consistent with standard market practice. The Board believes that appropriate compensation levels help attract and retain superior candidates for Board service and that director compensation should be weighted toward equity-based compensation to enhance alignment with the interests of our shareholders. Employee directors do not receive any compensation for their Board service. Currently, Mr. Lazarus is the only director who is also a Company employee. In January 2026, our Board adopted a director compensation policy that governs the annual compensation paid to our non-employee directors following the Spin-Off. Pursuant to this policy, our non-employee directors are provided with the following annual retainers for service on our Board:

  34. Director Compensation

    | Annual Cash Retainer | $100,000 | | Annual Equity Retainer | $185,000, granted in the form of restricted stock units on the date of each annual shareholder meeting, and that vest on the earliest of the next annual shareholder meeting or the one-year anniversary of the date of grant *A one-time pro-rated award was granted to our non-employee directors in January 2026 for services for the period from January 2, 2026 through our 2026 annual meeting. | | Committee Member Cash Retainers | Audit: $15,000 Compensation & Culture : $15,000 Nominating & Corporate Governance: $10,000 | | Committee Chair Cash Retainers | Audit: $35,000 Compensation & Culture: $25,000 Nominating & Corporate Governance: $20,000 *Committee chairs do not receive the cash retainers listed above for committees that they chair | | Board Chair Cash Supplemental Retainer | $135,000.00 |

  35. Director Compensation

    CASH COMPENSATION Cash compensation for non-employee directors consists solely of the annual cash retainers described above. Annual cash retainers are paid in quarterly installments. EQUITY COMPENSATION Non-employee directors receive the annual equity retainer described above in the form of restricted stock units under our Non-Employee Director Compensation Policy (as it may be amended from time to time, the "Director Compensation Policy"), which will be granted on the first trading date following each annual shareholder meeting and vest on the earliest of the next annual shareholder meeting or the one-year anniversary of the date of grant.

  36. Director Compensation

    | Versant Media Group, Inc. | 29 | 2026 Proxy Statement |

  37. Director Compensation

    DEFERRED COMPENSATION The Company maintains the Versant Media Group, Inc. Deferred Compensation Plan for Non-Employee Directors (as it may be amended from time to time, the "Director Deferral Plan"), a non-qualified deferred compensation plan, which allows each non-employee director to elect to defer the settlement of 100% of his or her equity compensation with respect to the plan year. Any such election must be made by the non-employee director prior to the beginning of the applicable plan year by executing a deferral agreement specifying the time and form of payment for amounts deferred for such plan year. The deferral agreement becomes irrevocable prior to the beginning of the applicable plan year. OTHER DIRECTOR COMPENSATION MATTERS We do not have any pension or retirement plans for our non-employee directors. Non-employee directors are reimbursed for out-of-pocket costs for attending each meeting of the Board or any Board committee of which they are a member.

  38. Director Compensation

    | Versant Media Group, Inc. | 30 | 2026 Proxy Statement |

  39. Adjusted EBITDA

    Adjusted EBITDA Adjusted EBITDA is a non-GAAP financial measure and is the primary basis used to measure the operational strength and performance of our business as well as to assist in the evaluation of underlying trends in our business. This measure eliminates the significant level of noncash depreciation and amortization expense that results from property and equipment and intangible assets recognized in business combinations. It is also unaffected by our capital and tax structures, and by our investment activities, including the impacts of entities that we do not consolidate, as our management excludes these results when evaluating our operating performance. Our management and Board of Directors use this financial measure to evaluate our operating performance and to allocate resources. It is also a significant performance measure in our annual incentive compensation programs. Additionally, we believe that Adjusted EBITDA is useful to investors because it is one of the bases for comparing our operating performance with that of other companies in our industries, although our measure of Adjusted EBITDA may not be directly comparable to similar measures used by other companies. We define Adjusted EBITDA as net income attributable to Versant before net income (loss) attributable to noncontrolling interests, income tax expense, investment and other income (loss), net, interest expense, depreciation and amortization expense, and other operating gains and losses (such as impairment charges related to fixed and intangible assets and gains or losses on the sale of long-lived assets), if any. From time to time, we may exclude from Adjusted EBITDA the impact of certain other events, gains, losses or other charges that affect the period-to-period comparability of our operating performance.

  40. Standalone Adjusted EBITDA

    Standalone Adjusted EBITDA Standalone Adjusted EBITDA is a non-GAAP financial measure used in periods prior to the separation from Comcast ("the Separation") to measure the operational strength and performance of our business as well as to assist in the evaluation of underlying trends in our business. Consistent with Adjusted EBITDA, this measure eliminates noncash depreciation and amortization expense and is unaffected by our capital and tax structures and by our investment activities, as our management excludes these results when evaluating our operating performance. Standalone Adjusted EBITDA also includes estimated incremental costs of operating as a standalone company following the Separation. We use Standalone Adjusted EBITDA and believe this measure is useful to investors because it provides an estimate of our operating performance giving effect to the Separation and related transactions and additional costs that we expect to incur as a standalone company for the periods presented, and is one of the bases for comparing our operating performance with that of other companies in our industries, although our measure of Standalone Adjusted EBITDA may not be directly comparable to similar measures used by other companies. We define Standalone Adjusted EBITDA as net income attributable to Versant before net income (loss) attributable to noncontrolling interests, income tax expense, investment and other income (loss), net, interest expense, depreciation and amortization expense, and other operating gains and losses (such as impairment charges related to fixed and intangible assets and gains or losses on the sale of long-lived assets), if any, and further adjusted to give effect to estimated incremental costs of commercial agreements with Comcast and estimated additional costs we expect to incur as a standalone company in certain of our corporate administrative, facilities and support functions. From time to time, we may exclude from Standalone Adjusted EBITDA the impact of certain events, gains, losses or other charges that affect the period-to-period comparability of our operating performance. Standalone Adjusted EBITDA is presented for informational purposes only and does not purport to represent what our results of operations actually would have been had we operated as a standalone company for the periods presented or to project our financial performance for any future period. Standalone Adjusted EBITDA is based on available

  41. Standalone Adjusted EBITDA

    | Versant Media Group, Inc. | B-1 | 2026 Proxy Statement |

  42. Standalone Adjusted EBITDA

    information, estimates and assumptions, which we believe are reasonable, although actual future results will differ from the amounts presented. Standalone Adjusted EBITDA Margin is calculated as Standalone Adjusted EBITDA as a percentage of revenue. RECONCILIATION FROM NET INCOME ATTRIBUTABLE TO VERSANT TO ADJUSTED EBITDA AND STANDALONE ADJUSTED EBITDA

  43. Standalone Adjusted EBITDA

    | | Year Ended December 31, 2025 | | | | (in millions) | | | Net income attributable to Versant | | 930 | | Net income attributable to noncontrolling interests | | 1 | | Income tax expense | | 297 | | Investment and other (income) loss, net | | 31 | | Interest expense | | 13 | | Depreciation and amortization | | 1,010 | | Adjustments for transaction and transaction-related costs(1) | | 142 | | Adjusted EBITDA | | 2,425 | | Incremental costs of commercial agreements with Comcast(2) | | (186) | | Incremental costs of corporate administrative, facilities and support functions(3) | | (59) | | Standalone Adjusted EBITDA | | 2,180 |

  44. Standalone Adjusted EBITDA

    1.Transaction costs are incremental costs directly related to effectuating the Separation and primarily include legal, audit and advisory fees. Transaction-related costs are incremental costs incurred in anticipation of the Separation and primarily include IT separation and implementation costs, advisory fees and other one-time costs.

  45. Standalone Adjusted EBITDA

    | | Year Ended December 31, 2025 | | | (in millions) | | Transaction costs | $36 | | Transaction-related costs | $106 | | Total transaction and transaction-related costs | $142 |

  46. Standalone Adjusted EBITDA

    2.Amounts represent incremental costs of commercial agreements entered into with Comcast in connection with the Separation and primarily relate to the commercial services agreement for the sale and use of our advertising and promotional inventory. 3.Amounts represent estimated incremental costs related to corporate administrative, facilities and support functions and primarily include the recurring and ongoing costs required to operate new functions required for a public company such as external reporting, internal audit, treasury, investor relations, board of directors and stock administration, and expanding the services of existing functions such as information technology, finance, supply chain, human resources, legal, tax, facilities and insurance. Amounts were determined by comparing expected costs to amounts in the combined statements of income, inclusive of allocation for centralized functions within Comcast and allocations of costs for the use of shared assets.

  47. Standalone Adjusted EBITDA

    | Versant Media Group, Inc. | B-2 | 2026 Proxy Statement |