Mary Ann Halford
About Mary Ann Halford
Mary Ann Halford, 67, is an independent director of Cineverse Corp. (CNVS) since December 2023. She is an internationally recognized media and entertainment operator, advisor, and entrepreneur, and Founder & Managing Principal of Halford Media Advisory; prior roles include Partner at Altman Solon, Senior Managing Director at FTI Consulting, and EVP of Fox International Entertainment Channels. Her expertise spans technology, content monetization, and global distribution; she is considered “independent” under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fox International Entertainment Channels (Fox Entertainment Group) | EVP | Not disclosed | Global channels operations and strategy |
| FTI Consulting | Senior Managing Director | Not disclosed | Media advisory and transformation |
| Altman Solon (TMT consultancy) | Partner | Not disclosed | Media-focused strategy work |
| El Camino Entertainment Group (now North American Midway Entertainment) | Co-Founder | 2002 onward (exact end not disclosed) | Consolidated live family entertainment businesses |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Halford Media Advisory | Founder & Managing Principal | Current | Advises US/international media clients on transformation |
| EightCo Holdings (NASDAQ: OCTO) | Director (past) | Not disclosed | Past public company board service |
| Verge SE (f/k/a Media and Games Invest) (OMX: M8G) | Director (past) | Not disclosed | Past public company board service |
| Vinco Ventures (NASDAQ: BBIG) | Director (past) | Not disclosed | Past public company board service |
| Triton Digital (private) | Director (past) | Not disclosed | Past private company board service |
Board Governance
- Board structure: Combined Chairman/CEO (Christopher J. McGurk) with separate Lead Independent Director (Patrick W. O’Brien). Independent directors meet in executive session following regularly scheduled Board meetings .
- Committee assignments:
- Compensation Committee: Chair (Halford)
- Audit Committee: Member
- Nominating Committee: Member
- Meeting cadence and attendance:
- Board met 7 times in FY ended March 31, 2025; each current member attended at least 75% of Board and committee meetings on which they served .
- Independence: Halford is independent under SEC and Nasdaq rules .
- Related-party transactions oversight resides with Audit Committee; no significant reportable related-party transactions since beginning of last fiscal year .
- Committee composition table (company-wide):
- Audit (Chair: Peter C. Brown; Members: Halford, O’Brien), Compensation (Chair: Halford; Members: Brown, O’Brien), Nominating (Chair: O’Brien; Members: Brown, Halford) .
Fixed Compensation
| Component | Amount | Period/Terms | Notes |
|---|---|---|---|
| Annual cash retainer | $60,000 | Ongoing | Standard for non-employee directors |
| Committee chair fee | $15,000 | Ongoing | Per committee chair; Halford chairs Compensation |
| Committee membership fee | $5,000 | Ongoing | Per committee (non-chair) |
| Lead Independent Director premium | $20,000 | Ongoing | Not applicable to Halford (LID is O’Brien) |
| Cash fees earned (Halford) | $26,793 | FY ended Mar 31, 2025 | Reflects partial-year service since Dec 8, 2023 |
Performance Compensation
| Equity Award Type | Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual restricted stock (directors) | $90,000 | Quarterly vesting | Based on trailing 20-day VWAP at each annual meeting |
| New director initial restricted stock | $180,000 | 3 equal annual installments on grant anniversaries | Based on trailing 20-day VWAP on grant date |
| Halford—stock awards (total) | $270,000 | As per plan schedules | FY ended Mar 31, 2025 |
| Halford—annual grant shares | 24,433 shares | 1/2 unvested at Mar 31, 2025 | Company-wide standard grant count; half unvested at period-end |
| Halford—initial grant unvested | 107,162 shares | Unvested at Mar 31, 2025 | From initial new director grant |
- No director performance metrics disclosed for equity grants; awards are time-based with minimum one-year vesting (5% plan carve-out permitted). Plan includes clawback applicability to awards, no gross-ups, and prohibition on repricing without stockholder approval .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation Committee interlocks | None; current members (Brown, O’Brien, Halford) were not officers/employees during the last fiscal year; no Item 404 relationships disclosed |
| Cross-directorships with entities having CNVS executives on their boards/comp committees | None disclosed |
Expertise & Qualifications
- Operator/advisor background across TMT, international channels, and live entertainment; capabilities in content monetization and distribution technology .
- Governance skillset: Chairs Compensation Committee; contributes to Audit and Nominating oversight, including pay design, risk review, and director nominations/compensation policy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Mary Ann Halford | 245,548 | 1.3% | As of Sept 24, 2025; includes direct/indirect holdings under SEC rules |
| Unvested director shares (Halford) | 107,162 | — | Unvested from initial grant as of Mar 31, 2025 |
| Stock ownership guideline | 3x annual cash retainer | — | Non-employee directors must meet within 3 years; Halford meets guideline as of Mar 31, 2025 |
- Insider trading policy restricts trading when in possession of MNPI; discourages hedging (e.g., collars, swaps) and prohibits short sales; all equity transactions require pre-clearance .
Governance Assessment
- Strengths:
- Independence, multi-committee engagement, and chairing Compensation signal board effectiveness and influence on pay discipline .
- Director pay structure mixes cash and time-based equity with clear vesting and strong guardrails: clawback, no evergreen, no gross-ups, and no repricing without stockholder approval .
- Ownership alignment: Halford’s 1.3% beneficial stake and compliance with stock ownership guidelines enhance skin-in-the-game .
- Oversight of related-party transactions resides with independent Audit Committee; no significant related-party items disclosed in the last fiscal year .
- Shareholder engagement evidenced by Say-on-Pay improvement (62% in 2023 to 90% in 2024), indicating responsiveness of compensation governance processes Halford chairs .
- Watch items:
- Combined CEO/Chair structure places added importance on the Lead Independent Director and committee checks; continued robust executive sessions and committee independence are key mitigants .
- Advisory practice (Halford Media Advisory) introduces theoretical conflict potential if clients materially intersect with CNVS counterparties; no related-party transactions disclosed, and Audit Committee oversees conflicts; maintain ongoing disclosure and oversight .
- Overall: Halford presents strong governance credentials and alignment through committee leadership and equity ownership, with policies that reduce shareholder-unfriendly practices; no disclosed conflicts or attendance concerns, and governance signals support investor confidence .