Versant Media Group, Inc DEF 14A, filed Apr 23, 2026

Versant Media Group, Inc. (VSNT)

DEF 14A 2026-04-23 For: 2025-12-31

View Original

Added on June 13, 2026

About this DEF 14A

Versant Media Group, Inc filed this DEF 14A on April 23, 2026.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


☑			Filed by the Registrant			☐			Filed by a party other than the Registrant


CHECK THE APPROPRIATE BOX:
☐						Preliminary Proxy Statement
☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material under §240.14a-12


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑						No fee required
☐						Fee paid previously with preliminary materials
☐						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11



Mark Lazarus						David Novak
Chief Executive Officer						Chairman of the Board


Proposals		Board Voting Recommendation

1	Election of the 10 director nominees named in this proxy statement	FOR ALL
2	Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026	FOR
3	Approval, on a non-binding, advisory basis, of the frequency of future non-binding advisory votes to approve named executive officer compensation	ONE YEAR
4	Approval of the Versant Media Group, Inc. Employee Stock Purchase Plan	FOR



Jordan R. Fasbender General Counsel & Corporate Secretary April 23, 2026						Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on June 25, 2026: Our proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at www.proxyvote.com.


Proxy Statement Summary			1
About Versant			1
2025 Business Highlights			1
Meeting Agenda Items			3
Board of Director Nominees			4
Corporate Governance Highlights			5
Executive Compensation			6
Proposal 1: Election of Directors			7
The Board of Directors			7
Director Skills and Experience			8
Director Nominee Biographies			9
Corporate Governance			18
Governance Overview			18
Director Nominations			19
Independence Determinations			20
Director Retirement Policy			20
Board Structure and Responsibilities			21
Board Leadership Structure			21
Board Meetings and Attendance			21
Committees of Our Board			22
Role of the Board in Risk Oversight			25
Role of the Board in Succession Planning			26
Director Orientation and Continuing Education			26
Board and Committee Evaluations			27
Corporate Governance Guidelines			27
Code of Conduct			28
Shareholder Engagement			28
Insider Trading Policy			28
Director Compensation			29
Cash Compensation			29
Equity Compensation			29
Deferred Compensation			30
Other Director Compensation Matters			30
Audit Committee Matters			31


Proposal 2: Ratification of Appointment of Independent Auditors for 2026			31
Selection of Independent Registered Public Accounting Firm			31
Fees of Independent Registered Public Accounting Firm			32
Preapproval Policy of Audit Committee of Services Performed by Independent Auditors			32
Report of the Audit Committee			33
Information Regarding Our Executive Officers			34
Proposal 3: Advisory, Non-Binding Vote on the Frequency of Future Advisory, Non-Binding Votes to Approve Named Executive Officer Compensation			41
Executive Compensation			35
Compensation Program Overview			35
Equity Compensation Plan Information			40
Proposal 4: Approval of Versant Media Group, Inc. Employee Stock Purchase Plan			42
Information About Stock Ownership			45
Outstanding Shares and Voting Rights			45
Principal Shareholders			46
Security Ownership of Directors and Executive Officers			46
Related Person Transactions Policy and Certain Transactions			47
Related Person Transactions			47
Other Information			50
Who May Vote			50
Participating and Voting at the Meeting			50
Conduct of the Meeting			50
How to Vote			50
How Proxies Work			50
Matters to be Presented			51
Revoking a Proxy			51
Notice of Electronic Availability of Proxy Materials			51
Additional Information on the Annual Meeting of Shareholders			52
Shareholder Proposals for Next Year			52
Solicitation of Proxies			52
Electronic Access to Proxy Materials and Annual Report on Form 10-K			53
Important Notice Regarding Delivery of Shareholder Documents			53
Appendix A – Versant Media Group, Inc. Employee Stock Purchase Plan			A-1
Appendix B – Supplemental Disclosure Regarding Non-GAAP Financial Information			B-1


Proposals	Board Voting Recommendation	Page


Proposal 1: Election of Directors Election of the 10 director nominees named in this proxy statement	FOR ALL	7


Proposal 2: Ratification of Appointment of Independent Auditors for 2026 Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026	FOR	31


Proposal 3: Advisory, Non-Binding Vote on the Frequency of Future Advisory, Non-Binding Votes to Approve Named Executive Officer Compensation Vote, on a non-binding, advisory basis, on the frequency of future non-binding advisory votes to approve named executive officer compensation	ONE YEAR	41


Proposal 4: Approval of Versant Media Group, Inc. Employee Stock Purchase Plan Approval of an employee stock purchase plan to provide eligible employees the opportunity to acquire shares of our Class A common stock	FOR	42



Director Independence and Oversight


•Independent Board: 9 of 10 directors are independent •Independent Board Chair: Separation of the roles of Chairman and Chief Executive Officer, and independent Board Chairman •Independent Board Committees: All members of Board committees are independent •Opportunity for executive sessions at every Board and committee meeting •Compensation and Culture Committee directly retains independent compensation consultant


Board Performance


•Annual Board and committee evaluations overseen by the Nominating and Corporate Governance Committee •Board/committee oversight of strategy, significant company risks and community impact matters •Directors possess deep and diverse set of skills and expertise relevant to oversight of our business operations and strategy •Annual Board and Compensation and Culture Committee development and review of succession planning •Ongoing director education


Corporate Governance


•Director “overboarding” policy •Frequent and robust shareholder engagement program •Annual director elections •No “poison pill” •Proxy access bylaw •Comprehensive recoupment (“clawback”) policy for executive compensation •No automatic cash severance payments upon a change in control •Robust stock ownership requirements for executive officers and non-employee directors •Prohibition on hedging and pledging of Versant securities


Ethics and Compliance


•Independent, anonymous complaint process •Code of Conduct applies to all employees and directors, reinforces our core values and helps drive our workplace culture of com •Insider Trading Policy cover directors, officers and all employees •Oversight and ongoing enhancement of compliance programs


	Committee Memberships
Director	Audit Committee	Compensation & Culture Committee	Nominating & Governance Committee

Rebecca S. Campbell	l
Creighton Condon			C
Michael A. Conway		l
David Eun			l
Gerald L. Hassell		C
Mark Lazarus
W. Scott Mahoney			l
Maritza Montiel	C
David Novak		l
Leonard A. Potter	l



			Corporate Governance Guidelines •Our Board’s responsibility is to advise and oversee management; •A majority of the members of our Board shall be independent directors; •The independent directors meet regularly in executive sessions, but no less than twice a year; •Directors have access to management and the Company’s advisors; •Directors are expected to be available for a significant time commitment and absent prior approval of the Nominating and Corporate Governance Committee, no director may serve on more than four public company boards, and no director who also serves as a CEO or in an equivalent position at a public company may serve on more than two public company boards; •The Board annually review management succession planning with support from the Compensation and Culture Committee; •All directors are encouraged to participate in continuing director education on an ongoing basis; and •Our Board and its committees will conduct annual evaluation processes to assess their effectiveness and performance.



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


	2025 ($ in thousands)

Audit fees(1)	$	23,799
Audit-related fees(2)	$	430
Tax fees(3)	$	3
All other fees(4)	$	1
Total	$	24,233


Name	Age	Position

Mark Lazarus	62	Chief Executive Officer
Anand M. Kini	54	Chief Financial Officer and Chief Operating Officer
Jordan R. Fasbender	43	General Counsel and Corporate Secretary


Street, City, State 00000 (000) 000-0000




EDUCATION	EMPOWERMENT	OPPORTUNITY	GOODWILL



Ensure policies and practices support and align with long-term value creation for shareholders


•The majority of our named executive officers’ annual pay is at risk and tied to financial, strategic, and share price-related goals, as well as shareholder return. •Long-term performance-based incentives awarded to our named executive officers vest and pay out after a three-year period based on the achievement of specified financial or operational performance goals. •We maintain robust stock ownership guidelines for named executive officers and non-employee directors. •The majority of at-risk pay is delivered through long-term incentives. •We will regularly review our compensation program’s stock utilization and our overhang. •50% of long-term incentives are delivered through performance shares.



Structure packages to attract, retain and motivate talent whose actions create long-term shareholder value


•We compete to recruit and retain executives against a relatively small number of large, complex, diversified media, entertainment and technology companies. •The extensive tenure and diverse skill set of our named executive officers makes them uniquely susceptible to outreach from competitors both within our industry and in adjacent industries. •Our goal is to provide compensation packages that are competitive with prevailing practices in our industry


Drive performance without encouraging unnecessary or excessive risk-taking


The majority of the target compensation for our named executive officers is variable and performance-based. Our compensation program features a balanced combination of annual and long-term elements along with fixed and performance-based components. We cap payouts for annual and long-term performance-based incentives and incorporate risk mitigation features into our compensation program.


Follow compensation best practices


We directly link pay to performance. We use diversified performance metrics and set rigorous short- and long-term goals for our named executive officers. We maintain a clawback policy covering performance-based compensation consistent with SEC rules and Nasdaq listing standards.


Prohibit activities inconsistent with shareholder interests


We do not provide any “single trigger” change in control cash severance benefits. We do not pay excise tax gross-ups associated with change in control benefits. We do not pay dividends on unvested equity awards. We prohibit all of our directors and employees, including our named executive officers, from pledging any Versant securities they hold directly, hedging any Versant securities they hold directly or indirectly, or hedging or pledging equity compensation.


Name of Beneficial Owner	Number of Shares Beneficially Owned(1) (#)	Percent of Class (%)

Rebecca S. Campbell	—	*
Creighton Condon	—	*
Michael A. Conway	1,350	*
David Eun	—	*
Jordan R. Fasbender(2)	9,229	*
Gerald L. Hassell	10,302	*
Anand M. Kini	527	*
Mark Lazarus	7,154	*
W. Scott Mahoney	—	*
Maritza Montiel	17	*
David Novak	156,182	*
Leonard A. Potter	13,500	*
All directors and executive officers as a group (12 persons)	198,261	*


			Internet Go to www.proxyvote.com or scan the QR code on your Notice or proxy card with a smartphone or tablet.						Mail Jordan R. Fasbender, General Counsel & Corporate Secretary Versant Media Group, Inc. 229 West 43rd Street New York, NY 10036


	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


	Year Ended December 31, 2025
	(in millions)

Transaction costs	$	36
Transaction-related costs	$	106
Total transaction and transaction-related costs	$	142