Lionsgate Studios Corp.
For the period ended Sep 15, 2026. Filed Jul 28, 2026.
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Sep 15, 2026 · Filed Jul 28, 2026
Contents
Compensation Components
The Company’s executive compensation program is generally comprised of three principal components:
| (1) | Base salary; |
| (2) | Annual incentive bonuses; and |
| (3) | Long-term incentive awards that are subject to time-based and/or performance-based vesting. |
The Company also provides certain perquisites and personal benefits to the Named Executive Officers pursuant to their employment agreements, as well as severance benefits upon termination under specified circumstances. In structuring executive compensation packages, the Compensation Committee considers how each component of compensation supports the attraction and retention of executive talent and reinforces performance-based outcomes and long-term shareholder alignment.
Base Salary
Base salary represents the fixed component of executive compensation and is intended to provide a stable and predictable level of income that reflects the executive’s role, experience and responsibilities, while supporting the Company’s ability to attract and retain highly qualified leadership.
Base salaries are negotiated and typically established at the time of hire or in connection with the amendment of an employment agreement. In setting base salary levels, the Compensation Committee considers relevant market data, peer group and entertainment industry data, internal pay equity, individual performance, and scope of responsibilities.
Consistent with the Company’s compensation philosophy, base salaries are generally positioned at or below market median levels, with a greater proportion of total target compensation delivered through performance-based incentives and equity awards.
The current base salaries of the Named Executive Officers are described below under Description of Employment Agreements. The Compensation Committee believes that the base salary levels for each Named Executive Officer are appropriate in light of peer group data, the Company’s performance, and each executive’s individual contributions and responsibilities.
Annual Incentive Bonuses
Annual incentive bonuses are designed to motivate executive officers to achieve key financial, operational and strategic objectives aligned with the Company’s overall business strategy. Employment agreements with Named Executive Officers generally establish a target annual incentive opportunity. Actual awards are determined by the Compensation Committee in its discretion, taking into account performance against pre-established criteria and, for executives other than the Chief Executive Officer and Vice Chair, recommendations from the Chief Executive Officer. The program operates within a structured, performance-based framework intended to align compensation outcomes with both Company-wide and individual performance.
44 Lionsgate Proxy Statement
Compensation Discussion and Analysis
Fiscal Budget and Plan: At the beginning of each fiscal year, the Company incorporates an estimated incentive compensation pool into its annual budget and operating plan. This pool reflects the aggregate target bonus opportunities for eligible employees, including Named Executive Officers, as set forth in their respective employment arrangements or otherwise determined by the Compensation Committee.
Funding: The incentive pool is funded, in whole or in part, based on the Company’s actual financial performance for the fiscal year, measured primarily by Adjusted OIBDA relative to the level established in the Company’s annual budget and operating plan. No individual awards are paid unless the pool is funded to some extent.
Allocation: To the extent the incentive pool is funded, individual awards are paid from the pool and are generally calibrated against each participant’s target bonus opportunity. If the incentive pool is funded at less than 100% of target, the aggregate amount available for distribution is correspondingly reduced, and individual awards are typically reduced on a proportional basis, subject to the Compensation Committee’s discretion. Within the funded pool, however, actual awards may vary above or below target levels based on individual and/or divisional performance, as determined by the Compensation Committee. As a result, while the total amount of incentive compensation is capped by the level of pool funding, individual payouts may differ to reflect relative performance.
Performance Framework: In determining individual awards, the Compensation Committee evaluates performance based on two equally weighted components:
| • | Corporate performance (50%): Reflects the Company’s overall financial and operational performance, including key metrics aligned with strategic priorities and long-term value creation. |
| • | Divisional performance (50%): Reflects performance across operating segments, including financial results, execution and achievement of strategic objectives. For Named Executive Officers with enterprise-wide responsibilities, this assessment is determined by the Compensation Committee in the context of overall Company performance rather than discrete business units. |
Individual Performance and Discretion: While corporate and divisional performance form the foundation for determining incentive awards, the Compensation Committee retains discretion to adjust awards based on individual performance and other qualitative considerations. This allows the Compensation Committee to recognize contributions and circumstances not fully captured by formulaic metrics, including:
| • | Strategic, accretive or transformative initiatives that may not be reflected in near-term financial results; |
| • | Investments that position the Company for long-term growth, notwithstanding short-term impacts; and |
| • | External or unplanned factors outside management’s control, such as acquisitions, divestitures, significant business opportunities, or other unforeseen events. |
In exercising this discretion, the Compensation Committee may also consider factors such as role, scope of responsibility, experience, tenure, historical and expected future contributions, internal equity and retention considerations.
Determination: Initial bonus payouts are calculated by applying the average of the corporate and divisional performance assessments to the executive’s target bonus opportunity, subject to available funding in the incentive pool. The Compensation Committee may then apply a discretionary adjustment, upward or downward, based on individual performance considerations. This framework is designed to align executive compensation with Company performance while preserving appropriate flexibility to account for individual contributions and the broader strategic context in which performance is achieved.
Lionsgate Proxy Statement 45
Compensation Discussion and Analysis
Fiscal 2026 Annual Incentive Bonus Targets
Annual incentive bonus target amounts for each of the Named Executive Officers (other than Mr. Burns) are set as a dollar amount or percentage of base salary, as set forth in their employment agreements.
| Name | Fiscal 2026Target Bonus |
|---|---|
| Jon Feltheimer | $7,500,000 |
| Michael Burns* | $— |
| James W. Barge | $3,000,000 |
| Brian Goldsmith | $1,250,000 |
| Bruce Tobey | $1,020,000 |
| * | Discretionary annual bonus. |
|---|
Fiscal 2026 Performance*
In determining the payout percentages for the corporate and divisional performance components for the Named Executive Officers, the Compensation Committee considered the financial results and operational results for fiscal 2026 set forth below.
| Year Ended March 31, | ||
|---|---|---|
| 2026 Plan | 2026 Actual | |
| (amounts in millions) | ||
| Segment Profit | ||
| Motion Picture | $279.6 | $278.9 |
| Television Production | $125.3 | $124.5 |
| Total Studio Business | $404.9 | $403.4 |
| Adjusted corporate general and administrative expenses | $(134.9) | $(142.1) |
| Adjusted OIBDA | $270.0 | $261.3 |
| * | See Exhibit A for definitions, adjustments and related reconciliations for non-GAAP measures. |
|---|
46 Lionsgate Proxy Statement
Compensation Discussion and Analysis
| ✓Record Library Performance | ➣ All-time high trailing 12-month library revenue for the quarter ended December 31, 2025 ➣ Achieved three consecutive quarters exceeding $1 billion in trailing 12-month library revenue in fiscal 2026 ➣ Continued growth of the television library now accounts for 30% of library revenues compared to 18% 10 years ago |
|---|---|
| ✓ Strong Value Creation Following Separation and Strategic Execution | ➣ Completed separation of Lionsgate and Starz into standalone, publicly traded companies in May 2025 ➣ Included transition into single class of stock ➣ NYSE: LION stock price has increased by more than 87% since separation ($8.15 on May 7, 2025 and $15.31 on June 30, 2026) ➣ High of $16.40 on June 26, 2026 ➣ Adjusted OIBDA of $165.4 million in the fourth quarter of fiscal 2026 was up 17% year-over-year and was the highest quarterly level in 12 years ➣ Fourth quarter of fiscal 2026 Motion Picture Group revenue increased 23% year-over-year to $652 million, while segment profit grew 39% to $187 million ➣ Year-end leverage improved well over a full turn, reflecting both higher trailing 12 months adjusted OIBDA and strength in free cash flow ➣ Established foundation for significant growth in fiscal 2027 |
| ✓ Motion Picture Group Delivered Commercial Success and Built Franchise Pipeline | ➣ Began fiscal 2026 with Francis Lawrence’s critically acclaimed hit The Long Walk and Ruben Fleischer’s Now You See Me, Now You Don’t, which grossed nearly $250 million worldwide ➣ Launched The Housemaid as a new franchise, grossing nearly $400 million at the global box office, delivering strong performance in the ancillary markets and generating significant rollover contribution into fiscal 2027 ➣ The next installment, The Housemaid’s Secret, will begin production later in 2026 for a December 2027 release ➣ After the close of fiscal 2026, Michael achieved a record-breaking opening weekend of $97 million domestically and $218 million worldwide, best ever for a musical biopic, Lionsgate’s highest-grossing film ever ➣ Momentum expected to continue with The Hunger Games: Sunrise on the Reaping (November 2027), Resurrection of the Christ Parts 1 and 2 (May 2027 and May 2028, respectively), John Rambo (June 2027), Caine (from the John Wick Universe) and recent greenlights of Dirty Dancing, Blair Witch, and Naruto |
| ✓ Television Group Drove Growth Through Renewals, Hit Series and Franchise Expansion | ➣ Secured renewals for 12 of 13 current scripted series ➣ The Studio was the most critically acclaimed show of the year, earning a record-breaking 13 Emmy Awards. ➣ Renewed for a second season ➣ The Hunting Wives became the number one series on Netflix in the U.S. ➣ Renewed for a second season ➣ Continued to grow television franchises, re-energizing The Rookie, renewed for its ninth season on ABC and producing The Rookie: North spinoff |
| ✓ Advanced Digital Strategy and AI Initiatives | ➣ Appointed first Chief AI Officer and established AI infrastructure ➣ Leveraging AI to enhance production efficiency, marketing and content development and drive cost savings ➣ Expanded digital media initiatives, including short- and long-form digital content and platform partnerships |
Lionsgate Proxy Statement 47
Compensation Discussion and Analysis
Fiscal 2026 Annual Incentive Bonus Pool
Funding
To determine funding of the annual incentive bonus pool for fiscal 2026, the Compensation Committee selected adjusted OIBDA as the primary measure of the Company’s financial performance, consistent with its role as a key internal indicator aligned with the Company’s strategic objectives and long-term value creation.
Consistent with the Company’s incentive framework, the annual incentive bonus pool is funded based on the percentage of actual fiscal 2026 Adjusted OIBDA relative to the level established in the Company’s annual budget and operating plan.
| Fiscal 2026 Actual | Fiscal 2026 Plan | Percent of 2026 Actual vs. 2026 Plan | |
| Adjusted OIBDA | $261.3 million | $270.0 million | ~97% |
|---|
Actual Adjusted OIBDA for fiscal 2026 was approximately 97% of plan, which, absent Committee discretion, would have resulted in funding at approximately 97% of the target annual incentive bonus pool. The Compensation Committee, however, exercised its judgment to fund the bonus pool at 87% of target.
In arriving at this determination, the Compensation Committee considered that, while performance was broadly in line with plan, Adjusted OIBDA declined on a year-over-year basis, reflecting the Company’s deliberate investment in growth initiatives during fiscal 2026. The Committee concluded that this lower earnings profile, together with certain financial objectives not being fully achieved, warranted a downward adjustment from formulaic results.
At the same time, the Compensation Committee elected not to reduce funding further in light of strong operational execution during the year, including successful content releases and improving operating momentum, particularly in the second half, as well as the Company’s positioning for improved performance in fiscal 2027. These factors supported a balanced outcome reflecting a growth year with the underlying strength of the Company’s operations.
Corporate Performance
To determine the Company’s corporate performance measure for fiscal 2026, the Compensation Committee again utilized Adjusted OIBDA as the primary metric, consistent with the framework used to assess bonus pool funding.
While actual Adjusted OIBDA for fiscal 2026 was approximately 97% of plan, the Compensation Committee exercised its judgment to approve a corporate performance payout at 87% of target, reflecting the same considerations underlying the funding determination as described above. Specifically, the Committee weighed the year-over-year decline in Adjusted OIBDA and the impact of the Company’s investment cycle against strong operating execution, positive share price performance and improving momentum over the course of the year. Taken together, these factors supported a calibrated outcome below target.
Divisional Performance
As noted above, for the divisional performance component for the Named Executive Officers, the Compensation Committee evaluated performance on a Company-wide basis rather than by reference to any single division.
The Compensation Committee determined that a payout of 90% for the divisional performance component for each Named Executive Officer was appropriate to reflect strong execution across key operating segments, including the continued performance of the Motion Picture and Television businesses, successful content releases and franchise development, and progress on operational and strategic initiatives. The Committee also considered that divisional performance reflected areas of strength not fully captured in consolidated financial results, including content performance, library monetization and operational execution. As a result, the Committee determined that a 90% payout appropriately recognized these contributions while maintaining overall alignment with Company-wide performance outcomes.
48 Lionsgate Proxy Statement
Compensation Discussion and Analysis
Fiscal 2026 Annual Incentive Bonuses for Named Executive Officers
| Name | CorporatePerformance | DivisionalPerformance | Fiscal 2026Target Bonus | Fiscal 2026Bonus |
|---|---|---|---|---|
| Jon Feltheimer | 87% | 90% | $7,500,000 | $6,500,000 |
Based on the application of the corporate and divisional performance metrics discussed above, Mr. Feltheimer earned a preliminary bonus of $6,637,500.
The Compensation Committee then reviewed Mr. Feltheimer’s individual performance during fiscal 2026 to determine whether to exercise discretion to adjust the preliminary bonus amount. In its evaluation, the Compensation Committee considered Mr. Feltheimer’s leadership across the Company’s strategic, financial and operational priorities, taking into account the breadth of his responsibilities as Chief Executive Officer, including oversight of enterprise-wide strategy, capital allocation, operational execution and long-term value creation. The Committee also considered the scope and impact of Mr. Feltheimer’s contributions and noted in particular the following key achievements:
| • | Separation Execution and Strategic Positioning: Successfully led the separation of Lionsgate and Starz into independent, publicly traded companies, including the transition to a simplified capital structure and establishment of standalone operating and governance frameworks. The transaction positioned the Company as a focused, pure-play content company with enhanced strategic clarity, with share price performance increasing significantly following the Separation. |
| • | Financial Performance and Balance Sheet Improvement: Delivered strong financial performance, including achieving the Company’s highest quarterly Adjusted OIBDA performance in more than a decade in the fourth quarter. Oversaw meaningful deleveraging, while positioning the Company for further improvement in free cash flow and leverage in fiscal 2027. |
| • | Library Expansion and Long-Term Asset Value: Continued to enhance the value and scale of the Company’s film and television library, achieving record performance and expanding a portfolio of premium intellectual property across multiple platforms, including growth in high-margin licensing and continued diversification of revenue streams. |
| • | Motion Picture Strategy and Franchise Development: Oversaw the successful repositioning of the Motion Picture Group, including rollout of a refreshed slate and the launch of The Housemaid as a new franchise. Further strengthened the long-term theatrical pipeline through development and greenlighting of multiple tentpole and franchise titles, improving visibility across the fiscal 2027 and 2028 slates. |
| • | Television Growth and Content Leadership: Drove continued growth in the Television Group, including the launch of new hit series, high renewal rates across scripted programming and expansion of the Company’s television library. Played a key role in strategic platform decisions that enhanced value, including the successful repositioning of The Hunting Wives, and oversaw delivery of critically acclaimed content, including The Studio. |
| • | Expansion into New Platforms and Growth Initiatives: Advanced growth initiatives beyond traditional film and television, including scaling the Global Products and Experiences business and expanding into interactive and experiential platforms. |
| • | Leadership, Culture and Organizational Alignment: Strengthened organizational culture and alignment across the Company, including initiatives to enhance collaboration and communication across business units. Maintained consistent engagement with employees and leadership teams, supporting execution of enterprise priorities and reinforcing accountability across the organization. |
Accordingly, based on this analysis and in recognition of the scope and impact of Mr. Feltheimer’s individual contributions, the Compensation Committee approved for fiscal 2026 a cash bonus of $6,500,000 (adjusted downward from the preliminary bonus amount and below target). In making this determination, the Committee carefully balanced Mr. Feltheimer’s strong leadership in executing significant strategic, operational and creative initiatives listed above, many of which have strengthened the Company’s market positioning and contributed to substantial share price appreciation, against overall Company performance during the fiscal year, including areas where results did not fully meet internal objectives. The Committee considered that fiscal 2026 represented a significant investment and growth year for the Company, including continued investment in content and the development and launch of new franchise properties and platforms, which impacted near-term earnings, free cash flow and leverage metrics. In particular, the Committee noted variability in full-year financial performance despite a strong fourth quarter. The Committee determined that, in this context, a below-target outcome appropriately reflects both the Company’s current financial performance and its disciplined pay-for-performance philosophy, while recognizing management’s role in positioning the Company for improved performance in future periods.
Lionsgate Proxy Statement 49
Compensation Discussion and Analysis
Michael Burns
| Name | CorporatePerformance | DivisionalPerformance | Fiscal 2026Target Bonus | Fiscal 2026Bonus |
|---|---|---|---|---|
| Michael Burns | 87% | 90% | * | $2,000,000 |
| * | Discretionary annual bonus. |
|---|
The Compensation Committee used the corporate and divisional performance metrics discussed above in evaluating overall Company performance as part of its discretionary determination of Mr. Burns’ bonus. The Compensation Committee then reviewed Mr. Burns’ performance during fiscal 2026 to determine the appropriate bonus outcome. In its evaluation, the Committee considered Mr. Burns’ leadership across the Company’s strategic, financial and operational priorities, including his role as Vice Chair and his partnership with the Chief Executive Officer in shaping enterprise-wide strategy, overseeing capital markets activities and leading external stakeholder engagement. The Committee also considered the scope and impact of Mr. Burns’ contributions and noted in particular the following key achievements:
| • | Strategic Leadership and Shareholder Value Creation: Played a central leadership role in the execution and completion of the separation of Lionsgate and Starz into two independent, publicly traded companies, including structuring, investor engagement and positioning Lionsgate as a standalone, pure-play content company. Supported increased trading liquidity, expansion of the Company’s institutional shareholder base and enhanced market visibility following the transaction. |
| • | Capital Markets and Investor Engagement: Led the Company’s capital markets strategy and investor outreach efforts, strengthening relationships with existing institutional investors, attracting new long-term shareholders and reinforcing the Company’s positioning in the public markets. |
| • | Strategic Initiatives and Business Development: Originated and advanced new strategic initiatives, including The Wonder Project, establishing new content distribution relationships and generating incremental library monetization opportunities. Continued to identify and develop strategic partnerships and opportunities to expand the Company’s content ecosystem and long-term growth profile. |
| • | Financial Strategy, Liquidity and Capital Structure Management: Directed treasury, liquidity and working capital strategies, including expansion of lending relationships, establishment of new credit facilities and execution of monetization programs. Also supported the development of production financing capabilities through the onboarding of new financing partners and structures to support the Company’s content pipeline. |
| • | Technology, Innovation and Strategic Partnerships: Led the Company’s artificial intelligence strategy, including recruiting senior leadership and advancing strategic partnerships to position the Company to leverage emerging technologies across content creation and operations. |
| • | Stakeholder Engagement, Governance and Industry Leadership: Acted as a principal representative of the Company in investor, industry and public-facing settings, strengthening relationships with key stakeholders, creative partners and distribution platforms. Played a key role in Board-related matters, including supporting director recruitment and maintaining alignment across stakeholders following the Separation. |
| • | Organizational Leadership and Cross-Company Coordination: Served as a key liaison across business units and with Starz following the Separation, supporting ongoing strategic and commercial alignment and facilitating coordination on shared priorities and initiatives. |
Accordingly, based on this analysis and in recognition of the breadth, scale and impact of Mr. Burns’ individual contributions, the Compensation Committee approved for fiscal 2026 a cash bonus of $2,000,000. In making this determination, the Committee considered Mr. Burns’ significant leadership in advancing the Company’s strategic positioning, including contributions to strong share price performance, capital markets engagement and the execution of key strategic initiatives that position the Company for future growth. The Committee also considered overall Company performance during the fiscal year, including that fiscal 2026 represented a growth and investment year characterized by continued content investment, development of new initiatives and platforms, and the timing of realizing the full financial benefits of strategic actions. In this context, the Committee determined that a discretionary award at this level appropriately reflects both the Company’s performance and its disciplined pay-for-performance philosophy.
50 Lionsgate Proxy Statement
Compensation Discussion and Analysis
James W. Barge
| Name | CorporatePerformance | DivisionalPerformance | Fiscal 2026Target Bonus | Fiscal 2026Bonus |
|---|---|---|---|---|
| James W. Barge | 87% | 90% | $3,000,000 | $2,610,000 |
Based on the application of the corporate and divisional performance metrics discussed above, Mr. Barge earned a preliminary bonus of $2,655,000.
The Compensation Committee then reviewed Mr. Barge’s performance during fiscal 2026 to determine whether to exercise discretion to adjust the preliminary bonus amount. In its evaluation, the Committee considered Mr. Barge’s leadership across the Company’s financial, strategic and operational priorities, including his responsibilities for capital structure, liquidity, financial planning, tax strategy and financial infrastructure. The Committee also considered the scope and impact of Mr. Barge’s contributions and noted in particular the following key achievements:
| • | Capital Structure and Financing Leadership: Led the financial planning and execution of the separation of Lionsgate and Starz, including the design and implementation of distinct capital structures, coordination of public market listings, and simplification of the Company’s equity structure. Oversaw the restructuring and raising of more than $3 billion of debt across both companies, including enhancements to IP-backed credit facilities, establishing durable financing platforms to support standalone operations. |
| • | Liquidity, Leverage and Financial Performance: Maintained strong liquidity, including substantial available cash and revolving credit capacity, and drove meaningful deleveraging during the fiscal year, while supporting continued investment in content through production financing and working capital programs. |
| • | Capital Markets Execution and Investor Engagement: Supported the Company’s positioning in the public markets through active investor relations engagement, including direct interaction with major institutional investors and alignment with market expectations, helping to reinforce investor confidence and manage complex shareholder dynamics. |
| • | Financing Strategy and Infrastructure Expansion: Expanded and optimized the Company’s financing platform, including upsizing existing credit facilities and enhancing access to capital through diversified lending relationships. Developed and maintained significant production loan capacity and monetization programs across a broad network of financial institutions. |
| • | Tax Strategy and Operational Efficiency: Designed and implemented a global tax structure generating significant long-term value, including substantial cash tax savings and enhancement of tax attributes, strengthening the Company’s financial position and strategic flexibility. |
| • | Operational Execution and Systems Transformation: Led the Separation and transition of technology and financial systems and enhanced financial reporting processes, including accelerating the Company’s close cycle, while improving scalability and discipline across finance operations. |
| • | Cost Discipline and Efficiency Initiatives: Advanced cost management initiatives across the organization, including expansion of procurement savings programs and the integration of cost discipline into production and operational processes, contributing to improved operating efficiency. |
| • | Organizational Leadership and Talent Development: Strengthened the finance and technology organizations through leadership transitions, targeted hiring and workforce optimization, while maintaining strong governance, controls and regulatory compliance across jurisdictions. |
Accordingly, based on this analysis and in recognition of the scope and impact of Mr. Barge’s individual contributions, the Compensation Committee approved for fiscal 2026 a cash bonus of $2,610,000 (adjusted downward from the preliminary bonus amount and below target). In reaching this determination, the Committee considered Mr. Barge’s strong execution across capital structure, financing and operational initiatives, many of which supported the Company’s strategic positioning and financial flexibility, while also taking into account overall Company performance during the fiscal year, including that fiscal 2026 represented a period of continued investment in content and strategic initiatives. In this context, the Committee determined that a below-target outcome appropriately aligned with the Company’s pay-for-performance philosophy.
Lionsgate Proxy Statement 51
Compensation Discussion and Analysis
Brian Goldsmith
| Name | CorporatePerformance | DivisionalPerformance | Fiscal 2026Target Bonus | Fiscal 2026Bonus |
|---|---|---|---|---|
| Brian Goldsmith | 87% | 90% | $1,250,000 | $1,250,000 |
Based on the application of the corporate and divisional performance metrics discussed above, Mr. Goldsmith earned a preliminary bonus of $1,106,250.
The Compensation Committee then reviewed Mr. Goldsmith’s performance during fiscal 2026 to determine whether to exercise discretion to adjust the preliminary bonus amount. In its evaluation, the Committee considered Mr. Goldsmith’s leadership in driving disciplined capital allocation, advancing strategic transactions and partnerships, optimizing the Company’s cost structure and asset base, and overseeing critical operational initiatives across the business. The Committee noted the following key contributions:
| • | Operational Separation and Intercompany Execution: Led and operationalized key aspects of the separation of Lionsgate and Starz, including shared services, transition services arrangements and intercompany content agreements, ensuring business continuity and operational clarity following the Separation. |
| • | Strategic Transactions and Intellectual Property Expansion: Led and supported the execution of significant strategic transactions to enhance the Company’s portfolio of owned and controlled intellectual property, including the acquisition and restructuring of rights relating to key franchise properties such as The Expendables, Rambo and Saw. These transactions strengthened long-term ownership economics, enhanced creative control and positioned the Company for continued franchise development. |
| • | Capital Allocation and Asset Monetization: Applied disciplined, return-focused capital allocation strategies, including advancing the monetization of non-core investments and businesses. Key initiatives included the sale of certain minority interests and international assets, as well as continued efforts to optimize the value of the Company’s music publishing assets and other holdings. |
| • | 3 Arts Growth and Strategic Development: Played a central role in expanding and strengthening the 3 Arts Entertainment platform, including supporting recent acquisitions that broadened representation into sports and media-adjacent verticals, securing dedicated financing to fund growth, and advancing strategic initiatives to enhance the long-term value and optionality of the business. |
| • | Library Optimization and Revenue Enhancement: Continued to enhance the value of the Company’s film and television library through targeted investments in high-return participation buyouts, improvements to rights management and renewal processes, and renegotiation of distribution arrangements to capture incremental revenue and improve margins. |
| • | Cost Discipline and Operational Efficiency: Drove meaningful cost savings and operational efficiencies across the organization, including initiatives to streamline overhead, restructure certain business units and optimize the Company’s global real estate footprint, contributing to improved operating leverage. |
| • | Data, Analytics and Technology Initiatives: Advanced the use of data analytics and technology solutions across the business, including initiatives designed to improve forecasting, enhance operational decision-making and support more efficient management of key revenue streams. |
| • | Organizational Leadership and Cross-Functional Execution: Provided leadership across multiple business units and corporate functions, including expanded oversight of key operational areas such as content services and facilities, strengthening operational infrastructure, improving coordination and supporting execution of the Company’s strategic priorities. |
Accordingly, based on this analysis and in recognition of the breadth, scale and impact of Mr. Goldsmith’s individual contributions, the Compensation Committee approved for fiscal 2026 a cash bonus of $1,250,000 (adjusted upward from the preliminary bonus amount and at target). The Committee also considered that Mr. Goldsmith’s contributions were delivered within an overall performance framework reflecting below-target corporate results but stronger individual execution, and determined that an upward adjustment to his preliminary bonus level appropriately recognized his performance and impact during the year.
52 Lionsgate Proxy Statement
Compensation Discussion and Analysis
Bruce Tobey
| Name | CorporatePerformance | DivisionalPerformance | Fiscal 2026Target Bonus | Fiscal 2026Bonus |
|---|---|---|---|---|
| Bruce Tobey | 87% | 90% | $1,020,000 | $1,250,000 |
Based on the application of the corporate and divisional performance metrics discussed above, Mr. Tobey earned a preliminary bonus of $902,700.
The Compensation Committee then reviewed Mr. Tobey’s performance during fiscal 2026 to determine whether to exercise discretion to adjust the preliminary bonus amount. In its evaluation, the Committee took into account Mr. Tobey’s leadership in executing a series of complex strategic, transactional and governance initiatives, his role in managing significant legal, regulatory and litigation matters, and his continued contributions to strengthening the Company’s organizational effectiveness and risk management framework. The Committee noted the following key contributions:
| • | Separation and Financing Execution: Played a central leadership role in the completion of the separation of Lionsgate and Starz, including overseeing the related legal and governance execution. Led the completion of new credit facilities for both entities and oversaw related financing arrangements, including upsizing of the Company’s IP-backed facilities. |
| • | Strategic Transactions and Partnerships: Led or supported the structuring, negotiation and completion of key strategic transactions, including new arrangements relating to the Saw franchise and the acquisition of the Expendables franchise, 3 Arts Entertainment’s acquisition of A&A Management and OManagement, and the Company’s sale of interests in non-core assets. |
| • | Litigation, Shareholder Matters and Risk Mitigation: Directed the Company’s response to significant litigation and shareholder matters, including successfully addressing efforts to block the Separation and defeating a disclosure-only shareholder claim seeking to enjoin the shareholder vote. Helped address and resolve activist-related matters. Developed and advanced strategies to mitigate contractual and operational exposure, including with respect to long-term real estate commitments. |
| • | Board Engagement and Governance: Maintained regular engagement with the Board, providing updates and guidance on strategic, legal and governance matters, and led negotiations relating to the appointment of Mr. Mnuchin. |
| • | Key Talent and Commercial Negotiations: Played a primary role in the renegotiation of significant talent and distribution arrangements, including those relating to Michael, supporting the Company’s core content and distribution strategy. |
| • | AI Strategy and Governance: Led the Company’s efforts relating to artificial intelligence initiatives, including advancing internal adoption and governance frameworks and overseeing the evaluation and implementation of AI-related opportunities. |
| • | Organizational Leadership and Optimization: Continued to lead and support the Company’s legal function and broader organization, ensuring effective support across all business and administrative units and to the executive leadership team. |
Accordingly, based on this analysis and in recognition of the breadth, complexity and impact of Mr. Tobey’s individual contributions, the Compensation Committee approved for fiscal 2026 a cash bonus of $1,250,000 (adjusted upward from the preliminary bonus amount and above target). In reaching this determination, the Committee considered Mr. Tobey’s leadership across a wide range of strategic, transactional and governance initiatives, including key financing arrangements, significant commercial transactions and partnerships, and the effective management of complex litigation, shareholder and risk-related matters. The Committee also considered that Mr. Tobey’s contributions were delivered within an overall performance framework reflecting below-target corporate results but stronger individual execution, and determined that an upward adjustment to his preliminary bonus level appropriately recognizes his performance and impact during the year.
Lionsgate Proxy Statement 53
Compensation Discussion and Analysis
Long-term Incentive Awards
The Company believes that providing executives with a meaningful equity stake is essential to delivering competitive compensation and aligning management’s interests with those of shareholders. Long-term incentive awards are intended to promote sustained performance, encourage long-term value creation and support retention. The Compensation Committee considers the mix of time-based and performance-based awards to support both retention and performance alignment.
To this end, the Company has historically granted restricted share units, stock options and/or stock appreciation rights to incentivize executives to drive shareholder value. In determining the size and composition of equity awards, the Compensation Committee considers a range of factors, including:
| • | The executive’s role, responsibilities and overall compensation package; |
| • | Individual performance and contributions; |
| • | Analysis of equity participation among executives at peer group companies; and |
| • | The executive’s impact on the Company’s financial and operational results. |
Equity Award Grant Practices
Equity award opportunities for Named Executive Officers are generally established in their employment agreements, which contemplate annual grants over the term of the agreement. Each year, the Compensation Committee evaluates the appropriate form, mix and terms of equity awards and makes final determinations based on then-current facts and circumstances, including an assessment of Company performance and, where applicable, individual performance.
The number of shares underlying equity awards is determined based on the target grant value specified in the applicable employment agreement:
| • | For restricted share units, the number of shares is generally calculated by dividing the target grant value by the closing market price on the grant date; and |
| • | For stock options or stock appreciation rights, the number of shares is generally determined by dividing the target grant value by the per-share fair value of the award on the grant date, based on the Company’s standard valuation methodologies and assumptions used for financial reporting purposes. |
The Compensation Committee’s practice has been to approve annual equity awards at its first meeting following July 1 of each year, which is generally scheduled well in advance. In addition, the Company may grant equity awards from time to time in connection with annual incentive compensation, new hires, promotions, or other special circumstances, and retains the flexibility to make such awards as it deems appropriate.
The Company does not take into account the timing of the release of material nonpublic information in determining the timing or terms of equity award grants. Similarly, the Company does not time the disclosure of material nonpublic information for the purpose of influencing the value of executive compensation.
| Restricted Share Units | The Company grants restricted share units to Named Executive Officers, with award levels determined based on target grant values set forth in the Named Executive Officer’s employment agreement. Restricted share units generally vest over a multi-year service-based period following the date of grant, with the vesting of certain awards also being subject to the Compensation Committee’s assessment of Company performance and, where applicable, individual performance for each fiscal year covered by the award. Vested awards are generally settled in common shares (although awards may, in certain cases, be settled in cash). These awards are designed to promote retention through the service-based vesting period and align executives’ interests with those of shareholders by providing sustained exposure to the value of the Company’s equity over time, with performance-based awards providing an additional incentive for executives to perform at a high level and giving the Compensation Committee discretion to assess performance and determine payouts on an individual basis. |
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54 Lionsgate Proxy Statement
Compensation Discussion and Analysis
| Stock Options | Stock options represent the right to purchase shares at a specified exercise price over a defined term. The Company grants stock options to Named Executive Officers with an exercise price equal to the closing price of a common share on the grant date and, in certain cases, at a premium to such closing price. Because value is realized only if the Company’s share price increases above the exercise price, stock options directly align executive incentives with shareholder value creation. For this reason, the Compensation Committee considers stock options to be performance-based in nature. Stock options also serve as a retention tool, as they typically vest over a multi-year period and require continued employment through the vesting schedule. The maximum term of a stock option is 10 years from the date of grant. |
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| Share Appreciation Rights | Share appreciation rights (“SARs”) provide the right to receive, upon exercise, an amount equal to the appreciation in the value of a common share from the grant date to the exercise date. The Company has granted a portion of long-term incentives in the form of SARs. Upon exercise, the holder receives cash or shares equal in value to the excess of the fair market value of a share on the exercise date over the base price of the SAR. The base price is set at not less than the closing price of a common share on the grant date. Similar to stock options, SARs deliver value only if the Company’s share price appreciates following the grant date and are therefore considered performance-based by the Compensation Committee. SARs also function as a retention mechanism, as they typically vest over time and require continued employment. The maximum term of a SAR is 10 years from the date of grant. |
Lionsgate Proxy Statement 55
Compensation Discussion and Analysis
Granting of Equity Awards in Fiscal 2026
The following equity awards were granted to the Named Executive Officers in fiscal 2026. In the case of these performance-based awards, the award (or a portion thereof) is treated as granted for accounting purposes on the date on which the Compensation Committee determines whether the applicable performance requirements have been met, and the discussion below relates to the vesting tranches of these awards allocated to fiscal 2026 (including the number of shares awarded by the Compensation Committee based on performance during fiscal 2026) or that were allocated to a performance period that ended during fiscal 2026. For more information on these awards, please see the executive compensation tables and narratives that follow this
Compensation Discussion and Analysis.
| • | In July 2025, the Compensation Committee approved grants of equity awards to each of the Named Executive Officers pursuant to their employment agreements. For each Named Executive Officer, grants were awarded at 85% of the target value set forth in the executive’s employment agreement (reflecting actual adjusted OIBDA for fiscal 2025 reaching approximately 85% of plan, as discussed in the Company’s 2025 proxy statement). Additionally, 50% of the annual grant consisted of time-vesting restricted stock units, and 50% of the annual grant consisted of performance-based stock units, with vesting of these awards to be determined following each fiscal year covered by the award as described above and the number of units subject to each award determined by dividing the dollar amount for that award by the closing price of our common shares on the grant date. Each of these grants is scheduled to vest over a three-year period. The number of shares subject to the time-based grants are shown in the Grants of Plan-Based Awards table below. As noted above, the performance-based awards are not treated as granted for accounting purposes until the Compensation Committee determines whether the applicable performance requirements have been met, and accordingly, the annual grants made in fiscal 2026 that are subject to performance-based vesting are not reflected in the table. |
| • | In June 2025, the Compensation Committee determined the vesting of (i) a tranche covering 95,388 shares of an award of performance-based restricted share units granted to Mr. Feltheimer in July 2022, (ii) a tranche covering 196,903 shares of an award of performance-based restricted share units granted to Mr. Feltheimer in July 2023 and (iii) a tranche covering 175,799 shares of an award of performance-based restricted share units granted to Mr. Feltheimer in August 2024, in each case that were eligible to vest during fiscal 2026 based on the Compensation Committee’s assessment of the Company’s and Mr. Feltheimer’s performance during the 12-month period covered by that tranche. For these purposes, the Compensation Committee reviewed the Company’s corporate performance reflected in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025, and the contributions of Mr. Feltheimer cited in the Company’s 2025 proxy statement. Accordingly, based on its review, the Compensation Committee approved the vesting of 75% of the performance-based restricted share units that were subject to these vesting tranches. |
| • | In June 2025, the Compensation Committee determined the vesting of (i) a tranche covering 68,916 shares of an award of performance-based restricted share units granted to Mr. Burns in July 2023 and (ii) a tranche covering 105,480 shares of an award of performance-based restricted share units granted to Mr. Burns in August 2024, in each case that were eligible to vest during fiscal 2026 based on the Compensation Committee’s assessment of the Company’s and Mr. Burns’ performance during the 12-month period covered by that tranche. For these purposes, the Compensation Committee reviewed the Company’s corporate performance reflected in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025, and the contributions of Mr. Burns cited in the Company’s 2025 proxy statement. Accordingly, based on its review, the Compensation Committee approved the vesting of 100% of the performance-based restricted share units that were subject to these vesting tranches. |
| • | In June 2025, the Compensation Committee determined the vesting of (i) a tranche covering 59,618 shares of an award of performance-based restricted share units granted to Mr. Barge in July 2022, (ii) a tranche covering 63,994 shares of an award of performance-based restricted share units granted to Mr. Barge in July 2023, and (iii) a tranche covering 65,924 shares of an award of performance-based restricted share units granted to Mr. Barge in August 2024, in each case that were eligible to vest during fiscal 2026 based on the Compensation Committee’s assessment of the Company’s and Mr. Barge’s performance during the 12-month period covered by that tranche. For these purposes, the Compensation Committee reviewed the Company’s corporate performance reflected in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025 and the contributions of Mr. Barge cited in the Company’s 2025 proxy statement. Accordingly, based on its review, the Compensation Committee approved the vesting of 75% of the performance-based restricted share units that were subject to these vesting tranches. |
| • | In June 2025, the Compensation Committee determined the vesting of (i) a tranche covering 55,643 shares of an award of performance-based restricted share units granted to Mr. Goldsmith in July 2022, (ii) a tranche covering 68,916 shares of an award of performance-based restricted share units granted to Mr. Goldsmith in July 2023, and (iii) a tranche covering 61,530 shares of an award of performance-based restricted share units granted to Mr. Goldsmith in August 2024, in each case that were eligible to vest during fiscal 2026 based on the Compensation Committee’s assessment of the Company’s and Mr. Goldsmith’s performance during the 12-month period covered by that tranche. For these purposes, the Compensation Committee reviewed the Company’s |
Compensation Discussion and Analysis
corporate performance reflected in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025, and the contributions of Mr. Goldsmith cited in the Company’s 2025 proxy statement. Accordingly, based on its review, the Compensation Committee approved the vesting of 75% of the performance-based restricted share units that were subject to these vesting tranches.
| • | In June 2025, the Compensation Committee determined the vesting of (i) a tranche covering 19,690 shares of an award of performance-based restricted share units granted to Mr. Tobey in July 2023, and (ii) a tranche covering 22,854 shares of an award of performance-based restricted share units granted to Mr. Tobey in August 2024, in each case that were eligible to vest during fiscal 2026 based on the Compensation Committee’s assessment of the Company’s and Mr. Tobey’s performance during the 12-month period covered by that tranche. For these purposes, the Compensation Committee reviewed the Company’s corporate performance reflected in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025, and the contributions of Mr. Tobey cited in the Company’s 2025 proxy statement. Accordingly, based on its review, the Compensation Committee approved the vesting of 75% of the performance-based restricted share units that were subject to these vesting tranches. |
As described below in the notes to the
and in the
Grants of Plan-Based Awards
, the Named Executive Officers (other than Mr. Barge) were also awarded a portion of their bonus for fiscal 2025 in the form of restricted stock units granted in July 2025 with a one-year vesting schedule. Under SEC rules, these grants are reported in the tables below as compensation for each executive for the year in which the award was granted (fiscal 2026) and not the year for which it was awarded (fiscal 2025).
Equity Awards for Fiscal 2026 Performance Granted in Fiscal 2027
In July 2026, the Compensation Committee approved grants of equity awards to each of the Named Executive Officers pursuant to their employment agreements. The target equity award values in the executives’ employment agreements were as follows: Mr. Feltheimer—$10,000,000 (subject to adjustment as described below); Mr. Burns—$500,000; Mr. Barge—$
3,750,000
; Mr. Goldsmith—$3,500,000; and Mr. Tobey—$1,200,000. Each award consisted of time-vesting restricted stock units, with the number of units determined by dividing the applicable award value by the closing price of our common shares on the grant date.
Pursuant to Mr. Feltheimer’s employment agreement, commencing with his annual equity award for fiscal 2026, the $10,000,000 target value provided in the agreement is subject to adjustment by the Compensation Committee each year based on the Company’s financial performance for the prior fiscal year against performance targets to be agreed upon by the Compensation Committee and Mr. Feltheimer. For fiscal 2026, the Compensation Committee determined that Adjusted OIBDA relative to plan would serve as the primary performance measure for determining the award values, consistent with its use in the Company’s annual incentive framework and its role as a key indicator of financial performance. Actual Adjusted OIBDA for fiscal 2026 was 96.8% of plan, which the Committee rounded to 95% for purposes of determining the award value.
Accordingly, in July 2026, the Compensation Committee approved an equity award for Mr. Feltheimer with a grant date value of $9,500,000, representing 95% of target. In making this determination, the Committee considered the Company’s overall financial performance during the fiscal year, including the impact of continued investment in content and strategic initiatives, as well as the consistency of this approach with the methodology used to assess annual incentive bonuses. The Committee determined that applying a single, objective performance measure provided a clear and transparent framework for establishing the awards, while appropriately calibrating the grant value to reflect Company performance and reinforcing alignment between long-term incentives and shareholder outcomes.
Severance and Other Benefits upon Termination of
Employment
The Company provides severance protections to the Named Executive Officers pursuant to their respective employment agreements. The Compensation Committee reviews and determines the form and level of these benefits and considers them an important element of executive compensation, consistent with market practices and supportive of the Company’s ability to attract and retain senior leadership.
As described in more detail under
Potential Payments Upon Termination or Change in Control
below, the Named Executive Officers are generally entitled to severance benefits upon a termination of employment by the Company “without cause” or, in certain circumstances, for “good reason,” in each case as defined in the applicable employment agreement. The Company believes that providing severance in these circumstances is appropriate in light of the executives’ roles and responsibilities with the Company and as part of a competitive overall compensation program. Cash severance is structured differently across the Named Executive Officers: for Messrs. Feltheimer and Burns, it is generally based on base salary for the remainder of the applicable employment term; for other Named Executive Officers, it is generally based on the greater of a specified portion of base salary for the remainder of the term or base salary for a defined post-termination period.
Compensation Discussion and Analysis
The Company also recognizes that the occurrence or potential occurrence of a change in control may create uncertainty regarding the continued employment of senior executives. To mitigate this uncertainty and to align executive decision-making with shareholders’ interests, certain Named Executive Officers are eligible for enhanced severance protections if their employment is terminated by the Company without cause or, in certain cases, by the executive for good reason, in connection with a change in control. These protections are intended to encourage executives to remain focused on the Company’s business and to objectively evaluate potential transactions, notwithstanding potential personal uncertainty. In such circumstances, cash severance is generally determined based on base salary for the remainder of the employment term or, if greater, a specified amount (in the case of Messrs. Feltheimer and Burns) or a defined number of months of base salary (in the case of the other Named Executive Officers). In addition, certain Named Executive Officers (other than Messrs. Feltheimer and Burns) are eligible for similar enhanced severance protections upon a qualifying termination following specified changes in senior management, as set forth in their employment agreements.
The Company does not provide severance benefits that are payable solely upon a change in control, nor does it provide tax gross-up payments in respect of any excise taxes that may be imposed on change in control-related payments.
See
Potential Payments Upon Termination or Change in Control
below for more information on the severance benefits provided under the Named Executive Officers’ employment agreements.
Perquisites and Other Benefits
We provide certain Named Executive Officers with limited perquisites and other personal benefits, including life insurance contributions and club membership dues, which the Compensation Committee believes are reasonable, consistent with the Company’s overall compensation program, and supportive of attracting and retaining executives for key roles. The Company also maintains a fractional ownership interest in an aircraft for use, from time to time, in film promotion and other corporate purposes. As we maintain this interest for business purposes, we believe that it is appropriate to afford limited personal use of the aircraft in compliance with applicable Internal Revenue Service, the SEC and the Federal Aviation Administration regulations. Messrs. Feltheimer and Burns reimburse the Company for a portion of the costs associated with such limited personal use. These perquisites are reflected in the
All Other Compensation
column of the
and the accompanying footnotes below.
Clawback Policy
In accordance with SEC and NYSE requirements, the Compensation Committee has adopted an executive compensation recovery policy regarding the adjustment or recovery of certain incentive awards or payments made to current or former executive officers in the event that we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. In general, the policy provides that, unless an exception applies, we will seek to recover compensation that is awarded to an executive officer based on the Company’s attainment of a financial metric during the three-year period prior to the fiscal year in which the restatement occurs, to the extent such compensation exceeds the amount that would have been awarded based on the restated financial results.
Policy with Respect to Section 162(m)
U.S. federal income tax law generally prohibits a publicly held company from deducting compensation paid to a current or former named executive officer that exceeds $1 million during the tax year. As one of the factors in its consideration of compensation matters, the Compensation Committee notes this deductibility limitation. However, the Compensation Committee has the flexibility to take any compensation-related actions that it determines are in the best interests of the Company and its shareholders, including awarding compensation that may not be deductible for tax purposes. There can be no assurance that any compensation will in fact be deductible.
Compensation Discussion and Analysis
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.