Independent
Tenure on this board
0.1 yrs
Also a director at
Liveone Inc (LVO)Podcastone Inc (PODC)
11 nominees · 4 ballot items.
Elect 11 directors; re-appoint Ernst & Young LLP as independent registered public accounting firm; advisory vote on the frequency of future say-on-pay votes; and advisory vote to approve executive compensation.
Elect 11 directors, each for a term of one year or until their successors are duly elected and qualified.
Re-appoint Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote for shareholders to indicate whether the Company should hold future say-on-pay votes every one, two, or three years (Board recommends one year).
This proposal asks shareholders to express a non-binding preference on the frequency (one, two, or three years) with which the Company should hold future advisory say-on-pay votes. Management and the Board advocate an annual (one-year) vote, arguing that it provides the most regular and timely mechanism for shareholder feedback, improves accountability of the Compensation & Talent Committee and management, and aligns with prevailing governance norms. The vote is advisory only and will not bind the Board, but the Board commits to consider the outcome when setting future practices. For investors, the choice balances responsiveness (annual votes allow shareholders to react quickly to compensation design and pay outcomes) against potential administrative burden and short-termism that more frequent votes might encourage. Starz’s context — a newly standalone public company following separation from Lionsgate with substantial equity-based and performance-based executive pay tied to metrics like Adjusted OIBDA and revenue — makes regular shareholder feedback potentially valuable as compensation programs and performance metrics continue to evolve. The proxy statement highlights that broker non-votes can occur on this item if brokers lack discretionary authority, meaning turnout and instruction completeness can affect the expressed preference. While the Board’s recommendation for annual votes is consistent with a governance posture favoring frequent accountability, sophisticated investors may weigh whether an annual cadence encourages excessive short-term focus on metrics versus giving shareholders the ability to respond to evolving pay frameworks during Starz’s transition to standalone reporting and incentive structures. Overall, the Board’s rationale is governance-oriented (transparency and accountability), but the advisory nature of the vote means investors should consider how the chosen frequency might influence management incentives and long-term value creation at Starz.
Non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement (Board recommends approval).
This proposal requests a non‑binding, advisory shareholder vote to approve the company’s disclosed executive compensation programs for the Named Executive Officers. Management seeks approval to validate its compensation design, which, per the proxy, emphasizes pay‑for‑performance with a significant proportion of incentive pay tied to company financial metrics (notably Adjusted OIBDA and revenue) and a mix of RSUs and PSUs to align long‑term interests. The Compensation & Talent Committee frames the program as market‑competitive and retention‑focused, with recent changes to increase performance-based awards (PSUs) and modify award timing to address dilution and alignment post‑separation. The Board recommends a vote FOR, noting that the Committee values shareholder feedback and will consider the advisory result in future compensation decisions. Key contextual factors for evaluating this proposal include Starz’s recent separation from Lionsgate, transition-year performance targets and payouts, the use of adjusted OIBDA and revenue as primary metrics, and the implementation of clawback policies and double‑trigger change‑in‑control protections. Management emphasizes that awards are structured to incentivize sustainable growth, deleveraging, and OTT revenue expansion, while critics might focus on the magnitude of certain awards (e.g., CEO targets) and potential short‑term incentives. Because the vote is advisory, a ‘FOR’ outcome supports the Board’s current approach; a substantial ‘AGAINST’ vote would likely prompt the Compensation & Talent Committee to engage with shareholders and potentially recalibrate metric selection, weighting, or award quantum. Investors evaluating the merits should weigh the alignment between disclosed pay outcomes (including 2025 transition-year bonus and equity payouts) and realized operating results, and consider whether governance safeguards are sufficient to mitigate excessive risk‑taking or dilution over time. Overall, the proposal is a standard say‑on‑pay ratification of disclosed pay practices and serves as a barometer of shareholder support for the Board’s compensation philosophy during Starz’s early years as an independent public company.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MHR FUND MANAGEMENT LLCActivist | 17.05% | 2,863,232 | $33M |
| 2 | BANK OF MONTREAL /CAN/ | 10.74% | 1,803,786 | $21M |
| 3 | CastleKnight Management LP | 4.71% | 790,654 | $9M |
| 4 | NewEdge Wealth, LLC | 3.69% | 619,742 | $7M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.38% | 568,234 | $7M |
| 6 | SHAPIRO CAPITAL MANAGEMENT LLC | 3.31% | 555,546 | $6M |
| 7 | ROYCE ASSOCIATES LP | 3.05% | 512,451 | $6M |
| 8 | Ancora Advisors LLCActivist | 2.96% | 497,707 | $6M |
| 9 | BlackRock, Inc. | 2.66% | 446,446 | $5M |
| 10 | BlackRock, Inc. | 2.37% | 398,375 | $5M |
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