Christopher J. McGurk

About Christopher J. McGurk

Christopher J. McGurk, 68, is Chief Executive Officer and Chairman of the Board of Cineverse (CNVS) and has served in these roles since January 2011; prior senior leadership includes President/COO of Universal Pictures, Vice Chairman/COO of MGM (lead operating executive), and CFO/President of The Walt Disney Motion Picture Group, with MGM sold for approximately $5 billion during his tenure; education is not disclosed in the proxy . Company performance under his oversight improved in FY2025: revenues rose to $78.2M from $49.1M and net income turned positive to $3.8M (from a loss of $21.3M in FY2024), with Adjusted EBITDA improving to $13.9M (from $4.4M); CNVS’s pay-versus-performance TSR values were 25.15 (FY2023), 4.16 (FY2024), and 19.51 (FY2025) .

Past Roles

External Roles

Fixed Compensation

Notes:

• Base salary set at $650,000 under both the 2022 and 2025 employment agreements .
• “All Other Compensation” includes life and disability insurance premiums and certain medical expenses .

Performance Compensation

Additional long-term incentive disclosures:

• In FY2025, Company granted 150,000 restricted stock awards and 150,000 restricted stock units to the PEO, vesting 1/3 on Apr 25, 2025/2026/2027 .
• MAIP design: awards may be paid in cash or stock; targets based on approved financial plan and key performance metrics; FY2023 bonus paid in FY2024 and FY2024 bonus paid in FY2025 .

Equity Ownership & Alignment

Vesting schedule implications:

• Upcoming tranches: Apr 25, 2026 and Apr 25, 2027 for the remaining 200,000 RSAs/RSUs (100,000 per year), creating potential sale windows and technical overhang around vest dates .

Employment Terms

Board Governance

• Board size: 4 directors; McGurk serves as Chairman & CEO; a Lead Independent Director (Patrick W. O’Brien) provides counterbalance, presiding over executive sessions and serving as liaison with independent directors and shareholders .
• Independence: Peter C. Brown, Patrick W. O’Brien, and Mary Ann Halford are independent under SEC/Nasdaq rules; board met 7 times in FY2025, with ≥75% attendance for all members .
• Committee memberships and leadership:
  • Audit: Chair Peter C. Brown; members O’Brien, Halford .
  • Compensation: Chair Mary Ann Halford; members Brown, O’Brien; Aon engaged as independent compensation consultant; no interlocks; one meeting in FY2025 .
  • Nominating: Chair Patrick W. O’Brien; members Brown, Halford .
• Dual-role implications: Combined CEO/Chair can concentrate authority; mitigating structure includes a Lead Independent Director with defined responsibilities and regular executive sessions of independent directors .

Director compensation context (non-employee):

• Annual cash retainer $60,000; committee chair $15,000; committee member $5,000; Lead Independent Director supplemental $20,000; equity grants: $90,000 annual restricted stock (quarterly vesting) and $180,000 initial restricted stock for new directors (3-year vesting) .

Performance Snapshot

Notes:

• Revenue growth in FY2025 was driven by Terrifier 3 theatrical release (base distribution +$23.4M) and streaming/digital licensing (Dog Whisperer and Terrifier 3) .

Compensation Structure Analysis

• Equity mix increased in FY2025 via RSAs/RSUs (PEO 150,000 RSAs + 150,000 RSUs vesting over 3 years), shifting emphasis to long-term incentives tied to share performance; earlier years relied on SARs (e.g., 125,000 SARs granted in 2022), with significant option award value in FY2023 .
• MAIP bonuses were paid despite variable performance outcomes (FY2023: $707,969; FY2024: $325,000), with FY2025 showing no bonus payout for the PEO; MAIP is linked to the approved financial plan and key metrics, but specific weights/targets are not disclosed .
• CIC protections are substantial (3x salary + target bonus) and include accelerated vesting of unvested equity upon qualifying termination within 2 years post-CIC, which supports retention but may draw scrutiny on parachute magnitude .

Related Party Transactions and Compliance

• No significant reportable related party transactions since the beginning of FY2025; Audit Committee reviews related party matters per charter .
• Section 16(a) compliance: company believes no directors/executives or >10% holders failed to comply during FY2025 .
• Insider Trading Policy restricts trading on MNPI, short sales, and discourages hedging; pre-clearance required for all equity transactions .

Investment Implications

• Alignment and retention: Large scheduled RSAs/RSUs vesting on Apr 25, 2026/2027 and substantial CIC severance/accelerated vesting create strong retention levers; however, upcoming vest dates may introduce technical selling pressure and overhang risk as tranches vest .
• Pay-for-performance: FY2025 shows improved fundamentals (revenues, operating income, Adjusted EBITDA, net income) and better TSR vs FY2024; MAIP payouts are variable and equity awards tie outcomes to share performance, but disclosure on specific performance targets/weights is limited, reducing transparency for pay alignment assessment .
• Governance: Combined CEO/Chair role is mitigated by a strong Lead Independent Director, independent committee leadership, and regular executive sessions; committee structures and use of an independent consultant (Aon) support compensation governance quality .
• Risk flags: CIC multiple (3x) and accelerated vesting terms may be shareholder-sensitive; hedging discouraged and no pledging disclosures noted; no significant related party transactions or Section 16(a) issues reported .