VERSANT MEDIA GROUP INC (VSNT)
Sector: Communication
2026 Annual Meeting Analysis
VERSANT MEDIA GROUP INC · Meeting: June 25, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the 10 director nominees named in this proxy statement
Campbell joined the board in January 2026 and has been a director for less than 24 months, which fully exempts her from the stock performance trigger under our policy; she brings deep media and entertainment experience from a long career at Disney and is independent with no overboarding or attendance concerns.
Condon joined the board in January 2026 and is within the 24-month new-director exemption from the TSR trigger; he brings substantial M&A and governance expertise relevant to Versant's media business and is independent with no overboarding concerns.
Conway joined the board in January 2026 and is within the 24-month new-director exemption; he serves on one other public company board (McCormick), which is well within the four-board limit, and brings relevant brand and consumer operations experience.
Eun joined the board in January 2026 and is within the 24-month new-director exemption; he serves on one other public company board (Howard Hughes Holdings), well within policy limits, and brings technology and media innovation expertise directly relevant to Versant's digital strategy.
Hassell joined the board in January 2026 and is within the 24-month new-director exemption; he holds no other current public company board seats and brings decades of financial services leadership experience including risk management and corporate governance.
Lazarus, who serves as CEO and joined the board in January 2026, is within the 24-month new-director exemption from the TSR trigger; as a sitting CEO serving on one outside public company board (Hilton Grand Vacations), he is within the two-outside-board limit for sitting CEOs under our policy.
Mahoney joined the board in January 2026 and is within the 24-month new-director exemption; he holds no public company board seats beyond Versant and brings relevant consumer brand and direct-to-consumer channel experience.
Montiel joined the board in December 2025 and is within the 24-month new-director exemption; she serves on one other public company board (Royal Caribbean), within policy limits, and brings over four decades of public accounting and audit expertise making her a strong fit as Audit Committee Chair.
Novak joined the board in January 2026 and is within the 24-month new-director exemption; he holds no current public company board seats beyond Versant and brings extensive CEO and consumer brand leadership experience including direct spin-off experience relevant to Versant's situation.
Potter joined the board in January 2026 and is within the 24-month new-director exemption; he serves on three other public company boards (Hilton Grand Vacations, SLR Investment Corp., SuRo Capital Corporation), which totals four public company boards including Versant — exactly at the policy limit of four, which does not trigger a No vote.
All ten director nominees joined the board in connection with Versant's spin-off from Comcast in January 2026 (Montiel in December 2025), meaning every director has been on the board for less than 24 months. Under our policy, directors within the 24-month window are fully exempt from the TSR performance trigger, and no other policy flags — overboarding, attendance, independence issues, or familial relationships — apply to any nominee. The slate receives a FOR vote across the board.
Say on Pay
✓ FORCEO
Mark Lazarus
Total Comp
N/A
Prior Support
N/A
This is not a Say on Pay vote on the dollar amounts paid to executives — it is a vote on how often shareholders should get to weigh in on pay (every one, two, or three years). The board recommends annual votes, which is the most shareholder-friendly option because it gives investors the greatest ongoing opportunity to express their views on the executive pay program. Our policy supports annual frequency as it maximizes accountability, and no policy trigger applies here. We vote FOR the one-year frequency option as recommended.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
1 yrs
Audit Fees
$23,799,000
Non-Audit Fees
$434,000
Deloitte has been Versant's auditor only since 2025 — tenure of approximately one year — so the long-tenure concern does not apply at all. Non-audit fees (audit-related fees of $430K plus tax and other fees of $4K, totaling $434K) represent only about 1.8% of audit fees of $23,799K, well below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm fully appropriate for a company of Versant's $5.9 billion market cap. The proxy also notes the elevated 2025 fees reflect one-time spin-off registration work and are not indicative of future fees. No flags are triggered.
Overall Assessment
Versant Media Group held its first annual meeting as an independent public company following its January 2026 spin-off from Comcast. Because every director joined the board within the past 24 months, all ten nominees are exempt from the TSR performance trigger — a relevant consideration given that Versant's stock has declined roughly 10% since it began trading while the XLC communication services ETF gained over 110% over three years, a gap that will need to be monitored in future years as directors move past the exemption window. The auditor, Deloitte, was only engaged in 2025 and charges very modest non-audit fees, so ratification is straightforward; the pay-frequency vote recommends annual shareholder input on executive compensation, which is the most accountable approach; and no stockholder proposals appear on this ballot.