Bright Mountain Media Inc

Our named executive officers for the fiscal year ended December 31, 2023 (the “named executive officers”) are:

•Matthew Drinkwater, Chief Executive Officer and Director;

•Ethan Rudin, Chief Financial Officer; and

•Miriam Martinez, former Chief Financial Officer.

Summary Compensation Table

The following table summarizes the compensation paid to our named executive officers for the years ended December 31, 2023, and 2022.

• Indicates that the grant date fair value of the option grant was less than one dollar.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth the outstanding equity awards held by our named executive officers as of December 31, 2023.

Executive Employment Agreements and Other Arrangements

Matthew Drinkwater

Effective December 1, 2021, we entered into an Executive Employment Agreement with Matthew Drinkwater, our Chief Executive Officer. His employment contract's term is for three years. His annual base salary is $250,000, and he has a discretionary bonus target of $250,000 subject to the achievement of certain year-over-year revenue and EBITDA performance metrics, with half of the bonus tied to the achievement of each of these goals. Additionally, Mr. Drinkwater was granted 500,000 options to purchase an equal number of shares of the Company's common stock at $0.01 per share. If Mr. Drinkwater is terminated without cause, he is entitled to severance equal to his base salary for the balance of the term of his contract. Finally, following Mr. Drinkwater's termination from the Company for any reason, he will be subject to a customary non-solicitation covenant for two years.

Ethan Rudin

On October 4, 2023, we entered into an Executive Employment Agreement with Ethan Rudin, our Chief Financial Officer. Pursuant to his employment contract, his annual base salary is $325,000, and he has a discretionary bonus target equivalent to 25% of his base salary subject to the achievement of certain performance metrics. In addition to his base salary and bonus, Mr. Rudin is eligible to participate in all of the Company's benefit plans offered from time to time, subject to satisfying eligibility requirements. Additionally, Mr. Rudin was granted options to purchase 325,000 shares of the Company's common stock with an exercise price equal to the fair market value of our common stock on the date of grant. If Mr. Rudin is terminated without cause, subject to complying with certain conditions, he is entitled to severance equal to his annual salary payable in six equal monthly installments. Pursuant to the terms of the employment agreement, Mr. Rudin is bound by customary non-competition and non-solicitation covenants during his period of employment and for a period of one year after the date his employment with the Company terminates.

Director Compensation Table

On August 15, 2023, our Board of Directors adopted a new compensation policy for the directors of the board. Under the terms of the director compensation policy, directors will receive quarterly cash compensation of $10,000 for service as a director and additional cash compensation of $5,000 for service as chair of the board or of one or more of the Board's committees. The cash compensation payments are effective April 1, 2023 with payments commencing in October 2023. The director compensation policy, which was clarified on March 22, 2023, provides 100,000 shares of common stock per year for independent directors on a pro-rata basis for 2023 based on an individual's start date.

Commencing January 1, 2024, directors will receive options to purchase 100,000 shares of our common stock at an exercise price equal to the fair market value of our common stock on the first business day of the year. Such options will vest in full on December 31 of the same year.

Additionally, the Company reimburses each director for fees, travel, and expenses related to their attendance of Board and Committee meetings, if and when incurred, and for income taxes incurred on their respective stock grants.

The following table summarizes the compensation earned by our directors for their services as members of our Board for the year ended December 31, 2023. The information in the following table excludes any reimbursement of out-of-pocket travel and lodging expenses which we may have paid.