Versant Media Group, Inc.

As discussed above, Versant is a newly formed independent public company following the completion of our Spin-Off from Comcast in January 2026. Versant consists of portions of Comcast’s historical businesses, was not operated as a distinct business unit or division of Comcast prior to the Spin-Off, and has new management serving as our executive officers following the Spin-Off. As such, in accordance with applicable SEC rules, compensation information for our named executive officers for periods before the Spin-Off is not required to be disclosed herein.

NAMED EXECUTIVE OFFICERS

This section describes the current compensatory arrangements for each of our executive officers, as listed below, whom we refer to as our named executive officers (“named executive officers” or “NEOs”) in this proxy statement:

COMPENSATION PHILOSOPHY AND PRINCIPLES

In designing our executive compensation program, our Compensation and Culture Committee (the “Compensation Committee”) evaluates both our business objectives and the need to attract and retain uniquely talented and experienced individuals who think strategically for the long term, particularly in light of the challenging and evolving competitive and technological environments in which Versant operates. We employ a variety of elements in our compensation program that further our shareholders’ interests by securing our executives’ services in an exceedingly competitive talent market and aligning the long-term interests of the executives with the creation of shareholder value. In light of these goals, the Compensation Committee designs a pay-for-performance compensation program in accordance with the following principles:

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.

COMPENSATION GOVERNANCE

The Compensation Committee evaluates executive officer performance and reviews and approves executive officer compensation, management development and succession and related disclosures. In particular, the Compensation Committee oversees and sets compensation for our executive officers, identifies the goals and objectives relevant to executive compensation, and evaluates each executive’s performance in light of such goals and objectives.

Our Compensation Committee has directly engaged Pay Governance LLC as its own independent compensation consultant. Pay Governance provides research, analysis and input as to the form and amount of executive and director compensation, which generally includes market research utilizing information derived from proxy statements, surveys and its own consulting experience and insight, as well as the provision of other methodological standards and policies in accordance with its established procedures. This research, analysis and input has been provided to both our Compensation Committee and to management. The Compensation Committee collaborated with Pay Governance to determine and approve the parameters used to conduct the assessment work, including items such as the composition of peer groups, the relevant market statistical reference points within the data (e.g., median) and the elements of compensation.

The Compensation Committee assessed Pay Governance’s work as required under SEC rules and concluded that its work for the committee does not raise any conflicts of interest. The Compensation Committee reached this determination by reviewing the fees paid to Pay Governance and evaluating its work under applicable SEC and Nasdaq Rules on conflicts of interest.

Our Chief Executive Officer and Chief Human Resources Officer also provide recommendations to the Compensation Committee on the compensation of all other executive officers (but do not make recommendations on their own pay).

ELEMENTS OF EXECUTIVE COMPENSATION

The primary elements of our executive compensation program are base salary, annual performance-based cash bonus opportunities, long-term equity incentive compensation and participation in other welfare and retirement benefits programs. Reflecting our key compensation principles, a significant portion of the targeted compensation opportunity that our named executive officers receive is “at-risk” and dependent upon future financial and stock price performance as well as achievement of business objectives. For our CEO, 90% of his 2026 target direct compensation opportunity (base salary, target annual incentive bonus and grant date value of long term incentive (“LTI”) annual equity award) is at-risk and for our other named executive officers, on average, approximately 82% of their 2026 target direct compensation opportunity is at-risk, as shown below.

The chart below summarizes the elements of our 2026 executive compensation program and their purpose. Further detail on each of these compensation elements is provided in the sections that follow.

1. Percentages reflect blended averages.

BASE SALARY

Base salaries provide a fixed element of compensation designed to attract and retain our named executive officers, are generally consistent with compensation levels in place prior to the Spin-Off and reflect competitive market practices within the media industry. The current base salaries of our named executive officers are: $2,500,000 for Mr. Lazarus, $2,266,000 for Mr. Kini and $1,030,000 for Ms. Fasbender.

ANNUAL CASH BONUS

We provide annual cash incentive bonuses to our executive officers to promote achievement of our near-term financial and strategic goals. Each of the named executive officers is eligible to receive an annual performance bonus with 2026 target bonuses equal to, for Mr. Lazarus, 300% of his base salary, for Mr. Kini, 200% of his base salary, and for Ms. Fasbender, 120% of her base salary. The annual performance bonuses will be paid based on achievement against performance metrics approved by the Compensation Committee. For 2026, the annual performance bonus program is based on achievement of Adjusted EBITDA (33%), Adjusted Free Cash Flow (34%) and Corporate Strategic Objectives (33%).

LONG-TERM EQUITY COMPENSATION

Our long-term equity compensation program is designed to drive shareholder value, promote the retention of our executive talent and reward our executive officers for the achievement of long-term performance goals, aligning them with shareholder interests. For 2026, the annual equity awards for our named executive officers were granted 50% in the form of time-based restricted stock units (“RSUs”) which vest over three years and 50% in the form of performance-based RSUs (“PSUs”). The PSUs can be earned in an amount ranging from 0% to 200% of the target number of awarded PSUs and vest following a three-year performance period based on achievement of revenue mix diversification (50%) and Adjusted EBITDA (50%) metrics, with a +/- 25% Relative Total Shareholder Return (“TSR”) modifier. For 2026, the Compensation Committee awarded annual equity awards with a target grant date value of $15,000,000 for Mr. Lazarus and $8,000,000 for Mr. Kini. The Committee determined that the target value for these awards was appropriate in light of the significant leadership demands associated with executing the Spin-Off, including operational disentanglement, capital structure alignment, setting up Versant for operation as independent public company, establishment of standalone capabilities and positioning the Company for long-term transformation and growth and to recognize the Messrs. Lazarus and Kini’s ongoing leadership in overseeing these efforts. Ms. Fasbender was awarded an annual equity award with a target grant date value of $2,000,000.

In addition, each of our named executive officers received a one-time equity grant (the “Founders Grants”) in connection with the Spin-Off, which was designed to recognize the extraordinary leadership required to complete the Spin-Off and the establishment of Versant as a stand-alone public company, drive future growth in our business, and to align senior leadership incentives with long-term shareholder value creation.

The Founders Grants were granted 40% in the form of RSUs which cliff vest after three years and 60% in the form of PSUs. The PSUs can be earned in an amount ranging from 0% to 200% of the target number of awarded PSUs and vest following a three-year performance period based on achievement of Relative TSR (50%) and Absolute TSR (50%) metrics. The target grant date values for the Founders Grants were $12,500,000 for Mr. Lazarus, $7,500,000 for Mr. Kini and $1,000,000 for Ms. Fasbender.

TREATMENT OF COMCAST EQUITY AWARDS UPON SPIN-OFF

In connection with the Spin-Off, outstanding Comcast equity awards held by our named executive officers were equitably adjusted in accordance with the terms of the Comcast equity incentive plans. Specifically, outstanding Comcast equity awards were generally adjusted as follows:

•except for Excluded Comcast RSUs (as described below), outstanding Comcast RSUs were converted into an award of Versant RSUs (the “Converted Versant RSUs”), based on a conversion ratio determined by the Comcast board of directors in accordance with the terms of the Comcast equity incentive plans, which remain subject to the same terms and conditions (including vesting and payment schedules) as applied to the corresponding Comcast RSUs as of immediately prior to the Spin-Off; and

•all outstanding Comcast RSUs that were scheduled to vest during the period between the Spin-Off date and March 3, 2026 (collectively, the “Excluded Comcast RSUs”) were converted into an award of adjusted Comcast RSUs, based on a conversion ratio determined by the Comcast board of directors in accordance with the terms of the Comcast equity incentive plans.

AGREEMENTS WITH OUR NAMED EXECUTIVE OFFICERS

In connection with the Spin-Off, each of Messrs. Lazarus and Kini and Ms. Fasbender entered into a new employment agreement with Versant Media, LLC, a wholly-owned subsidiary of Versant. Each of these agreements provides for an initial term of employment of four years (or, in the case of Mr. Kini, five years) from January 2, 2026. Each of the agreements provides for the named executive officer’s initial base salary, eligibility to receive an annual performance bonus and annual equity awards, and the award of the Founders Grants.

Under their employment agreements, our NEOs have agreed not to solicit our employees or exclusive service providers for one year after termination of their employment for any reason. Each NEO has also agreed to maintain the confidentiality of our information and not to use such information, except for our benefit, at all times during and after their employment with us. In the case of Messrs. Lazarus and Kini, in the event an NEO’s employment is terminated for “cause” or if an NEO resigns from employment without “good reason” (each as defined in the NEO’s agreement), Messrs. Lazarus and Kini have agreed not to compete with us for one year after termination of their employment.

If an NEO’s employment is terminated by us without cause or by the NEO for “good reason,” subject to the NEO’s timely execution and non-revocation of a release of claims, such NEO is entitled to the following benefits:

•continued base salary payments for two years following the NEO’s termination date;

•continued entitlement to receive the NEO’s annual target bonus payments for the two year period following the NEO’s termination date (with the prorated bonus relating to the portion of the relevant bonus year elapsed prior to the termination date calculated based on actual achievement of the applicable performance criteria);

•continued vesting of unvested equity outstanding as of the NEO’s termination date for two years following the termination date (other than the Founders Grant) and, to the extent applicable, continued vesting of all Converted Versant RSUs until such Converted Versant RSUs fully vest; and

•participation in the benefit plans and programs available to similarly-situated employees for two years following the NEO’s termination date.

OTHER COMPENSATION POLICIES AND CONSIDERATIONS

CLAWBACK POLICY

Versant maintains the Versant Media Group, Inc. Recoupment Policy which is intended to comply with the requirements of Nasdaq Listing Rule 5608 implementing Rule 10D-1 under the Securities Exchange Act of 1934, as amended. In the event that Versant is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, the Company will recover the excess incentive-based compensation received by any covered executive during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements.

INSIDER TRADING POLICY AND PROHIBITIONS ON HEDGING AND PLEDGING

To help prevent our officers and directors from trading in our securities at a time when they may be aware of material, nonpublic information, we maintain an Insider Trading Policy which prohibits the purchase and sale of Versant shares while a covered individual is in possession of material nonpublic information about the Company or the Company’s securities and provides for trading windows and pre-clearance processes that apply to certain covered individuals. The Insider Trading Policy also prohibits 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. See the “Insider Trading Policy” section above for additional information.

EQUITY GRANT PRACTICES

The Compensation Committee generally aims to approve grants of annual equity awards at its first quarterly meeting of the year, which is usually held in February. On occasion, the Compensation Committee or its delegate may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes. The Company may change these equity grant practices in the future. We have not made any grants of stock options to our NEOs, and stock option grants are not currently part of our compensation program.

BENEFIT PLANS

Our NEOs are eligible to participate in our broad-based tax-qualified 401(k) plan, pursuant to which participants may defer compensation on a tax favorable basis and receive employer matching contributions, subject to applicable limits under the U.S. Internal Revenue Code of 1986, as amended (the “Code”).