{"url_path":"/sec/cnvs/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 EXECUTIVE COMPENSATION","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/1173204/0001193125-26-284027-index.html","accession_number":"0001193125-26-284027","cik":"0001173204","ticker":"CNVS","issuer_name":"Cineverse Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1173204/0001193125-26-284027-index.html","primary_entity_key":"0001173204","primary_entity_name":"Cineverse Corp."},"word_count":5628,"has_tables":true,"body_markdown":"ITEM 11. EXECUTIVE COMPENSATION\n\nNamed Executive Officers\n\nThe following table sets forth certain information concerning compensation received by the Company’s named executive officers (\"NEOs\"), consisting of the Company’s Chief Executive Officer and its two other most highly compensated individuals who were serving as executive officers at the end of the Last Fiscal Year, plus up to two additional persons for whom disclosures would have been provided but for the fact that they were not serving as executive officers at the end of the Last Fiscal Year, for services rendered in all capacities during the Last Fiscal Year.\n\nSUMMARY COMPENSATION TABLE\n\n \n\nName and Principal Position(s)\n\n \n\nYear\n\n \n\nSalary ($)\n\n \n\n \n\nBonus ($) (1)\n\n \n\n \n\nStock Awards ($) (2)\n\n \n\n \n\nOption Awards ($) (3)\n\n \n\n \n\nAll Other Compensation ($) (4)\n\n \n\n \n\nTotal ($)\n\n \n\nChristopher J. McGurk\n\n \n\n2026\n\n \n\n \n\n650,000\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n300,000\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n43,721\n\n \n\n \n\n \n\n993,721\n\n \n\nChief Executive Officer\n\n \n\n2025\n\n \n\n \n\n650,000\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n249,270\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n39,912\n\n \n\n \n\n \n\n939,182\n\n \n\nand Chairman\n\n \n\n2024\n\n \n\n \n\n650,000\n\n \n\n \n\n \n\n325,000\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n39,286\n\n \n\n \n\n \n\n1,014,286\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nGary S. Loffredo\n\n \n\n2026\n\n \n\n \n\n460,000\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n199,998\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n61,750\n\n \n\n \n\n \n\n721,748\n\n \n\nChief Legal Officer,\n\n \n\n2025\n\n \n\n \n\n460,000\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n166,180\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n56,797\n\n \n\n \n\n \n\n682,977\n\n \n\nSecretary and Senior Adviser\n\n \n\n2024\n\n \n\n \n\n460,000\n\n \n\n \n\n \n\n161,000\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n196,323\n\n \n\n \n\n \n\n55,521\n\n \n\n \n\n \n\n872,844\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nErick Opeka\n\n \n\n2026\n\n \n\n \n\n475,000\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n274,998\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n61,750\n\n \n\n \n\n \n\n811,748\n\n \n\nChief Strategy Officer\n\n \n\n2025\n\n \n\n \n\n475,000\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n228,497\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n56,852\n\n \n\n \n\n \n\n760,349\n\n \n\nand President\n\n \n\n2024\n\n \n\n \n\n475,000\n\n \n\n \n\n \n\n120,000\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n368,106\n\n \n\n \n\n \n\n55,536\n\n \n\n \n\n \n\n1,018,642\n\n \n\n \n\n(1)\nThe Company's bonus program, the MAIP incentive program, is described below. For fiscal year 2024, the MAIP bonuses were settled in the Company's Common Stock.\n\n(2)\nIncludes PSUs earned during the respective fiscal year.\n\n(3)\nThe amounts in this column reflect the grant date fair value for all fiscal years presented in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in footnote 2 to the Company’s audited financial statements for the fiscal years ended March 31, 2026 and 2025, included in the Annual Report on Form 10-K for the fiscal year ended March 31, 2026 (the “Form 10-K”).\n\n(4)\nIncludes life insurance premiums, disability insurance premiums and certain medical expenses paid by the Company for each NEO.\n\nEmployment agreements between the Company and Named Executive Officers\n\n \n\nChristopher J. McGurk. On October 17, 2022, the Company entered into an employment agreement with Christopher J. McGurk (the “2022 McGurk Employment Agreement”). The 2022 McGurk Employment Agreement took effect on April 1, 2023, with a term ending on March 31, 2026 with an automatic one-year renewal unless either party provides written notice to the other no later than ninety days prior to the expiration of the initial term. Pursuant to the 2022 McGurk Employment Agreement, Mr. McGurk continued to serve as the Chief Executive Officer and Chairman of the Board of the Company.\n\n \n\nThe 2022 McGurk Employment Agreement also provides that Mr. McGurk will receive an annual base salary of $650,000 and will be eligible for (i) under the Company’s Management Annual Incentive Plan, a Target Bonus opportunity of $650,000 consistent with goals established from time to time by the Compensation Committee, (ii) under the 2017 Plan, performance share units for up to 25,000 shares of Common Stock, subject to EBITDA targets\n\n68\n\n \n\nto be determined in the sole and absolute discretion of the Compensation Committee and financial performance targets, and such other terms as the Compensation Committee shall determine, and (iii) under the 2017 Plan, 125,000 SARs having an exercise price of $9.60 and a term of ten (10) years, one-third (1/3) of which will vest on April 1 of each of 2023, 2024 and 2025, provided that any unvested SARs shall immediately vest upon termination following a Change in Control (as defined in the 2017 Plan) or a termination other than for Cause (as defined in the 2022 McGurk Employment Agreement). Mr. McGurk will also be entitled to participate in all benefit plans and programs that the Company provides to its senior executives.\n\n \n\nThe 2022 McGurk Employment Agreement provides that, in the event of a termination without Cause (as defined in the 2022 McGurk Employment Agreement) or a resignation for Good Reason (as defined in the 2022 McGurk Employment Agreement), Mr. McGurk shall be entitled to payment of (i) the greater of any Base Salary for the remainder of the Term or eighteen (18) months’ Base Salary at the time of termination and (ii) an amount equivalent to one and one-half (1.5) times the average of the last two (2) bonus payments under the MAIP, if any, under the 2022 McGurk Employment Agreement. In the event of, on or after April 1, 2023 and within two (2) years after a Change in Control (as defined in the Plan), a termination without Cause (other than due to Mr. McGurk’s death or disability), a resignation for Good Reason, or upon notice by the Company that it does not wish to renew the Term (as defined in the McGurk Employment Agreement), then in lieu of receiving the amounts described above, Mr. McGurk would be entitled to receive a lump sum payment equal to three (3) times the sum of (a) his then-current annual Base Salary and (b) his Target Bonus for the year of termination.\n\n \n\nOn May 1, 2025, the Company entered into an employment agreement with Christopher J. McGurk (the “2025 McGurk Employment Agreement”). The 2025 McGurk Employment Agreement took effect on May 1, 2025, has a term ending on April 30, 2027 with an automatic one-year renewal unless either party provides written notice to the other no later than ninety days prior to the expiration of the initial term, and supersedes the 2022 McGurk Employment Agreement. Pursuant to the 2025 McGurk Employment Agreement, Mr. McGurk will continue to serve as the Chief Executive Officer and Chairman of the Board of the Company.\n\n \n\nThe 2025 McGurk Employment Agreement also provides that will receive an annual base salary of $650,000 and will be eligible for (i) under the Company’s Management Annual Incentive Plan (“MAIP”), a target bonus opportunity of $650,000 (the “Target Bonus”) consistent with goals established from time to time by the Compensation Committee (the “Compensation Committee”) of Board, (ii) under the Company’s 2017 Equity Incentive Plan (the “Plan”), restricted stock units (“RSUs”) for 120,000 shares of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”), which (a) will vest in three equal annual installments following the grant date, (b) may be paid out in cash, Common Stock, or a combination thereof, as the Company may determine, and (c) shall immediately vest upon Mr. McGurk’s termination within two (2) years following a Change in Control (as defined in the Plan) other than termination for Cause (as defined in the 2025 McGurk Employment Agreement) or resignation for Good Reason (as defined in the 2025 McGurk Employment Agreement). Mr. McGurk will also be entitled to participate in all benefit plans and programs that the Company provides to its senior executives.\n\n \n\nThe 2025 McGurk Employment Agreement provides that, in the event of a termination without Cause (as defined in the 2025 McGurk Employment Agreement) or a resignation for Good Reason (as defined in the 2025 McGurk Employment Agreement), Mr. McGurk shall be entitled to payment of (i) the greater of any Base Salary for the remainder of the Term or eighteen (18) months’ Base Salary at the time of termination and (ii) an amount equivalent to one and one-half (1.5) times the average of the last two (2) bonus payments under the MAIP, if any, under the 2025 McGurk Employment Agreement. In the event of, on or after May 1, 2025 and during the Term, and within two (2) years after a Change in Control (as defined in the Plan), a termination without Cause (other than due to Mr. McGurk’s death or disability), a resignation for Good Reason, or upon notice by the Company that it does not wish to renew the Term (as defined in the 2025 McGurk Employment Agreement), then in lieu of receiving the amounts described above, Mr. McGurk would be entitled to receive a lump sum payment equal to three (3) times the sum of (a) his then-current annual Base Salary and (b) his Target Bonus for the year of termination.\n\n \n\n69\n\n \n\nErick Opeka. On May 16, 2023, the Company entered into an employment agreement with Erick Opeka (the “2023 Opeka Employment Agreement,”). The 2023 Opeka Employment Agreement was effective as of May 1, 2023 and had a term ending on April 30, 2025 with an automatic one-year renewal unless either party provides written notice to the other no later than ninety days prior to the expiration of the initial term.\n\nPursuant to the Opeka Employment Agreement, Mr. Opeka served as the Chief Strategy Officer and President of the Company. The Opeka Employment Agreement also provides that Mr. Opeka will receive an annual base salary of $475,000 and will be eligible for (i) under the MAIP, a target bonus opportunity (the “Target Bonus”) of $356,250 consistent with goals established from time to time by the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors, (ii) under the 2017 Plan, PSUs for up to 15,000 shares of the Company’s Class A common stock (the “Common Stock”), subject to EBITDA targets to be determined in the sole and absolute discretion of the Compensation Committee and financial performance targets, and such other terms as the Compensation Committee shall determine, and (iii) under the Plan, 75,000 SARs having an exercise price of $5.80 and a term of ten (10) years, one-third (1/3) of which will vest on May 16, 2024, one-third (1/3) on May 1, 2025 and the final one-third (1/3) on May 1, 2026 (the “SAR Vesting Schedule”), provided that any unvested SARs shall immediately vest upon termination following a Change in Control (as defined in the Plan) or a termination other than for Cause (as defined in the Opeka Employment Agreement). Mr. Opeka will also be entitled to participate in all benefit plans and programs that the Company provides to its senior executives.\n\nThe Opeka Employment Agreement provides that, in the event of a termination without Cause (as defined in the Opeka Employment Agreement) or a resignation for Good Reason (as defined in the Opeka Employment Agreement), Mr. Opeka shall be entitled to payment of 12 months’ Base Salary at the time of termination. In the event of, on or after May 1, 2023 and during the Term, and within two (2) years after a Change in Control (as defined in the Plan), a termination without Cause (other than due to Mr. Opeka’s death or disability), a resignation for Good Reason, or upon notice by the Company that it does not wish to renew the Term (as defined in the Opeka Employment Agreement) (“CIC Termination”), then in lieu of receiving the amounts described above, Mr. Opeka would be entitled to receive a lump sum payment equal to two times the sum of (a) his then-current annual Base Salary and (b) his Target Bonus under the MAIP for the year of termination.\n \n\nOn May 1, 2025, the Company entered into an employment agreement with Erick Opeka (the “2025 Opeka Employment Agreement,”). The 2025 Opeka Employment Agreement was effective as of May 1, 2025 and supersedes the 2023 Opeka Employment Agreement. The 2025 Opeka Employment Agreement has a term ending on April 30, 2027 with an automatic one-year renewal unless either party provides written notice to the other no later than ninety days prior to the expiration of the initial term.\n\n \n\nPursuant to the 2025 Opeka Employment Agreement, Mr. Opeka will continue to serve as the President and Chief Strategy Officer of the Company. The 2025 Opeka Employment Agreement also provides that Mr. Opeka will receive an annual base salary of $475,000 and will be eligible for (i) a target bonus opportunity under the MAIP (the “Target Bonus”) of $356,250 consistent with goals established from time to time by the Compensation Committee, and (ii) under the Plan, RSUs for 94,550 shares of Common Stock. Mr. Opeka will also be entitled to participate in all benefit plans and programs that the Company provides to its senior executives.\n\n \n\nThe 2025 Opeka Employment Agreement provides that, in the event of a termination without Cause (as defined in the 2025 Opeka Employment Agreement) or a resignation for Good Reason (as defined in the 2025 Opeka Employment Agreement), Mr. Opeka shall be entitled to payment of 12 months’ Base Salary at the time of termination. In the event of, on or after May 1, 2025 and during the Term, and within two (2) years after a Change in Control (as defined in the Plan), a termination without Cause (other than due to death or disability), a resignation for Good Reason, or upon notice by the Company that it does not wish to renew the Term (as defined in the 2025 Opeka Employment Agreement) (“CIC Termination”), then in lieu of receiving the amounts described above, Mr. Opeka would be entitled to receive a lump sum payment equal to two times the sum of (a) his then-current annual Base Salary and (b) his Target Bonus under the MAIP for the year of termination.\n\n \n\nGary S. Loffredo. On May 16, 2023, the Company entered into an employment agreement with Gary S. Loffredo (the “2023 Loffredo Employment Agreement”). The 2023 Loffredo Employment Agreement was effective as of May 1, 2023 and had a term ending on April 30, 2025 with an automatic one-year renewal unless either party provides written notice to the other no later than ninety days prior to the expiration of the initial term.\n\n70\n\n \n\n \n\nPursuant to the 2023 Loffredo Employment Agreement, Mr. Loffredo served as the Chief Legal Officer, Secretary and Senior Advisor of the Company. The 2023 Loffredo Employment Agreement also provides that Mr. Loffredo will receive an annual base salary of $460,000 and will be eligible for (i) a target bonus opportunity under the MAIP of $322,000 (the “Target Bonus”) consistent with goals established from time to time by the Compensation Committee, (ii) under the Plan, PSUs for up to 8,000 shares of Common Stock, subject to EBITDA targets to be determined in the sole and absolute discretion of the Compensation Committee and financial performance targets, and such other terms as the Compensation Committee shall determine, and (iii) under the Plan, 40,000 SARs having an exercise price of $5.80 and a term of ten (10) years which shall vest on the SAR Vesting Schedule, provided that any unvested SARs shall immediately vest upon termination following a Change in Control (as defined in the Plan) or a termination other than for Cause (as defined in the Loffredo Employment Agreement). Mr. Loffredo will also be entitled to participate in all benefit plans and programs that the Company provides to its senior executives.\n\n \n\nThe 2023 Loffredo Employment Agreement provides that, in the event of a termination without Cause (as defined in the Loffredo Employment Agreement) or a resignation for Good Reason (as defined in the Loffredo Employment Agreement), Mr. Loffredo shall be entitled to payment of 12 months’ Base Salary at the time of termination under the Loffredo Employment Agreement. In the event of a CIC Termination, on or after May 1, 2023 and during the Term, then in lieu of receiving the amounts described above, Mr. Loffredo would be entitled to receive a lump sum payment equal to two (2) times the sum of (a) his then-current annual Base Salary and (b) his Target Bonus under the MAIP for the year of termination\n\n \n\nOn May 1, 2025, the Company entered into an employment agreement with Gary S. Loffredo (the “2025 Loffredo Employment Agreement”). The 2025 Loffredo Employment Agreement was effective as of May 1, 2025 and supersedes the 2023 Loffredo Employment Agreement. The 2025 Loffredo Employment Agreement has a term ending on April 30, 2027 with an automatic one-year renewal unless either party provides written notice to the other no later than ninety days prior to the expiration of the initial term.\n\n \n\nPursuant to the 2025 Loffredo Employment Agreement, Mr. Loffredo will continue to serve as the Chief Legal Officer, Secretary and Senior Advisor of the Company. The 2025 Loffredo Employment Agreement also provides that Mr. Loffredo will receive an annual base salary of $460,000 and will be eligible for (i) a target bonus opportunity under the MAIP (the “Target Bonus”) of $322,000 consistent with goals established from time to time by the Compensation Committee, and (ii) under the Plan, RSUs for 76,820 shares of Common Stock. Mr. Loffredo will also be entitled to participate in all benefit plans and programs that the Company provides to its senior executives.\n\n \n\nThe 2025 Loffredo Employment Agreement provides that, in the event of a termination without Cause (as defined in\nthe 2025 Loffredo Employment Agreement) or a resignation for Good Reason (as defined in the 2025 Loffredo Employment Agreement), Mr. Loffredo shall be entitled to payment of 12 months’ Base Salary at the time of termination. In the event of, on or after May 1, 2025 and during the Term, and within two (2) years after a Change in Control (as defined in the Plan), a termination without Cause (other than due to death or disability), a resignation for Good Reason, or upon notice by the Company that it does not wish to renew the Term (as defined in the 2025 Loffredo Employment Agreement) (“CIC Termination”), then in lieu of receiving the amounts described above, Mr. Loffredo would be entitled to receive a lump sum payment equal to two times the sum of (a) his then-current annual Base Salary and (b) his Target Bonus under the MAIP for the year of termination.\n\n \n\n71\n\n \n\nEquity Compensation Plans\n\nThe following table sets forth certain information, as of March 31, 2026, regarding the shares of Cineverse’s Class A common stock under Cineverse’s equity compensation plan.\n\n \n\nPlan\n\n \n\nNumber of shares of Class A common stock issuable upon exercise of outstanding options, warrants or rights (1)\n\n \n\n \n\nWeighted average of exercise price of outstanding options, warrants and rights\n\n \n\n \n\nNumber of shares of Class A common stock remaining available for future issuance\n\n \n\nCineverse Second Amended and Restated 2000 Equity Incentive Plan (“the 2000 Plan”)\n\n \n\n \n\n—\n\n \n\n \n\n$\n\n—\n\n \n\n \n\n \n\n—\n\n \n\nCineverse 2017 Equity Incentive Plan (the “2017 Plan”)\n\n \n\n \n\n846,151\n\n \n\n \n\n$\n\n12.24\n\n \n\n \n\n \n\n1,658,762\n\n \n\n(1)\nShares of Common Stock.\n\n \n\nThe 2000 Plan\n\nOur Board originally adopted the 2000 Plan on June 1, 2000 and our shareholders approved the 2000 Plan by written consent in July 2000. Certain terms of the Plan were last amended and approved by our shareholders in September 2016. Under the 2000 Plan, we may grant incentive and non-statutory stock options, stock, restricted stock, restricted stock units (RSUs), stock appreciation rights, and performance awards to our employees, non-employee directors and consultants. The primary purpose of the 2000 Plan is to enable us to attract, retain and motivate our employees, non-employee directors and consultants. The term of the 2000 Plan expired on June 1, 2020. The 2000 Plan has been replaced by the 2017 Plan, and no new awards will be granted from the 2000 Plan; however, the adoption of the 2017 Plan did not affect awards already granted under the 2000 Plan.\n\nOptions granted under the 2000 Plan expire ten years following the date of grant (or such shorter period of time as may be provided in a stock option agreement or five years in the case of incentive stock options granted to stockholders who own greater than 10% of the total combined voting power of the Company) and are subject to restrictions on transfer. Options granted under the Plan generally vest over periods of up to three or four years. The 2000 Plan is administered by the Compensation Committee, and may be amended or terminated by the Board, although no amendment or termination may adversely affect the right of any individual with respect to any outstanding option without the consent of such individual. The 2000 Plan provides for the granting of incentive stock options with exercise prices of not less than 100% of the fair market value of the Common Stock on the date of grant. Incentive stock options granted to stockholders of more than 10% of the total combined voting power of the Company must have exercise prices of not less than 110% of the fair market value of the Common Stock on the date of grant. Incentive and non-statutory stock options granted under the 2000 Plan are subject to vesting provisions, and exercise is generally subject to the continuous service of the optionee, except for consultants. The exercise prices and vesting periods (if any) for non-statutory options may be set at the discretion of the Board or the Compensation Committee. Upon a change of control of the Company, all options (incentive and non-statutory) that have not previously vested will vest immediately and become fully exercisable. Options covering no more than 50 thousand shares may be granted to one participant during any calendar year unless pursuant to a multi-year award, in which case no more than options covering 50 thousand shares per year of the award may be granted, and during which period no additional options may be granted to such participant.\n\nGrants of restricted stock and restricted stock units are subject to vesting requirements, generally vesting over periods up to three years, determined by the Compensation Committee and set forth in notices to the participants. Grants of stock, restricted stock and restricted stock units shall not exceed 40% of the total number of shares available to be issued under the 2000 Plan.\n\nSARs consist of the right to the monetary equivalent of the increase in value of a specified number of shares over a specified period of time. Upon exercise, SARs may be paid in cash or shares of Common Stock or a combination thereof. Grants of SARs are subject to vesting requirements, similar to those of stock options, determined by the Compensation Committee and set forth in agreements between the Company and the participants. RSUs shall be\n\n72\n\n \n\nsimilar to restricted stock except that no Class A common stock is actually awarded to the Participant on the grant date of the RSUs and the Compensation Committee shall have the discretion to pay such RSUs upon vesting in cash or shares of Common Stock or a combination thereof.\n\n \n\nPerformance awards consist of awards of stock and other equity-based awards that are valued in whole or in part by reference to, or are otherwise based on, the market value of the Common Stock, or other securities of the Company, and may be paid in shares of Common Stock, cash or another form of property as the Compensation Committee may determine. Grants of performance awards shall entitle participants to receive an award if the measures of performance established by the Committee are met. Such measures shall be established by the Compensation Committee but the relevant measurement period for any performance award must be at least 12 months. Grants of performance awards shall not cover the issuance of shares that would exceed 20% of the total number of shares available to be issued under the 2000 Plan, and no more than 2,500 shares pursuant to any performance awards shall be granted to one participant in a calendar year unless pursuant to a multi-year award. The terms of grants of performance awards would be set forth in agreements between the Company and the participants.\n\nThe 2017 Plan\n\nOur Board adopted the 2017 Plan on August 7, 2017 and our stockholders approved the 2017 Plan on August 31, 2017. Under the 2017 Plan, we may grant incentive and non-statutory stock options, stock, restricted stock, restricted stock units (RSUs), stock appreciation rights, performance awards and other equity-based awards to our employees, non-employee directors and consultants. The primary purpose of the 2017 Plan is to enable us to attract, retain and motivate our employees, non-employee directors and consultants.\n\nOptions granted under the 2017 Plan expire ten years following the date of grant (or such shorter period of time as may be provided in a stock option agreement, or five years in the case of incentive stock options granted to stockholders who own greater than 10% of the total combined voting power of the Company) and are subject to restrictions on transfer. The 2017 Plan is administered by the Compensation Committee, and may be amended or terminated by the Committee, although no amendment or termination may have a material adverse effect on the rights of any individual with respect to any outstanding option, without the consent of such individual. The exercise prices of stock options granted must be not less than 100% of the fair market value of the Common Stock on the date of grant. Incentive stock options granted to stockholders of more than 10% of the total combined voting power of the Company must have exercise prices of not less than 110% of the fair market value of the Common Stock on the date of grant. Incentive and non-statutory stock options granted under the 2017 Plan may be subject to vesting provisions, and exercise is generally subject to the continuous service of the optionee, except for consultants. The exercise prices and vesting periods (if any) for non-statutory options may be set at the discretion of the Board or the Compensation Committee. Upon a change of control of the Company, where the Common Stock does not continue to be publicly traded, unless replacement awards are issued in connection with the transaction, all options (incentive and non-statutory) that have not previously vested will vest immediately and become fully exercisable. SARs consist of the right to the monetary equivalent of the increase in value of a specified number of shares over a specified period of time. Upon exercise, SARs may be paid, at the discretion of the Compensation Committee, in cash or shares of Common Stock or a combination thereof. Grants of SARs are subject to terms determined by the Compensation Committee and set forth in agreements between the Company and the participants.\n\nGrants of restricted stock and restricted stock units are subject to vesting requirements, generally vesting over periods up to three years, determined by the Compensation Committee and set forth in notices to the participants.\n\nRSUs shall be similar to restricted stock except that no Common Stock is actually awarded to the Participant on the grant date of the RSUs and the Compensation Committee shall have the discretion to pay such RSUs upon vesting in cash or shares of Common Stock or a combination thereof.\n\nPerformance awards consist of awards of stock and other equity-based awards that are valued in whole or in part by reference to, or are otherwise based on, the market value of the Common Stock, or other securities of the Company, and may be paid in shares of Common Stock, cash or another form of property as the Compensation Committee may determine. Grants of performance awards shall entitle participants to receive an award if the measures of performance established by the Committee are met. Such measures shall be established by the Compensation\n\n73\n\n \n\nCommittee but the relevant measurement period for any performance award must be at least 12 months. The terms of grants of performance awards would be set forth in agreements between the Company and the participants.\n\nWith respect to limits on Award grants under the 2017 Plan, aggregate shares granted to non-employee directors in any year may not exceed $1,000,000 in value.\n\nOur Common Stock is listed for trading on Nasdaq under the symbol “CNVS.”\n\nThe following table sets forth certain information concerning outstanding equity awards of the NEOs at the end of the Last Fiscal Year. All outstanding stock awards reported in this table represent restricted stock that vests in equal annual installments over three years. At the end of the Last Fiscal Year, there were no unearned equity awards under performance-based plans.\n\n \n\nOUTSTANDING EQUITY AWARDS AT MARCH 31, 2026\n\n \n\nEQUITY AWARDS (1)\n\n \n\nSTOCK AWARDS\n\n \n\nName\n\n \n\nNumber of Securities\nUnderlying Unexercised Options\nExercisable (#)\n\n \n\n \n\nNumber of Securities\nUnderlying Unexercised Options\nUnexercisable (#)\n\n \n\n \n\nOption\nExercise Price ($)\n\n \n\n \n\nOption\nExpiration Date\n\n \n\nNumber of Shares\nor Units of Stock\nThat Have Not Vested (#)\n\n \n\n \n\nMarket Value of Shares\nor Units of Stock\nThat Have Not Vested ($)\n\n \n\nChristopher J. McGurk\n\n \n\n \n\n35,000\n\n \n\n(2)\n\n \n\n—\n\n \n\n \n\n \n\n29.40\n\n \n\n \n\n6/7/2028\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n125,000\n\n \n\n(3)\n\n \n\n—\n\n \n\n \n\n \n\n10.80\n\n \n\n \n\n11/19/2030\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n125,000\n\n \n\n(4)\n\n \n\n—\n\n \n\n \n\n \n\n9.60\n\n \n\n \n\n10/17/2032\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n200,000\n\n \n\n(11)\n\n \n\n480,000\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n120,000\n\n \n\n(12)\n\n \n\n288,000\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n263,006\n\n \n\n(13)\n\n \n\n631,214\n\n \n\nGary S. Loffredo\n\n \n\n \n\n20,380\n\n \n\n(5)\n\n \n\n—\n\n \n\n \n\n \n\n29.40\n\n \n\n \n\n12/10/2028\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n60,000\n\n \n\n(6)\n\n \n\n—\n\n \n\n \n\n \n\n12.80\n\n \n\n \n\n12/23/2030\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n26,666\n\n \n\n(7)\n\n \n\n13,334\n\n \n\n(7)\n\n \n\n5.80\n\n \n\n \n\n5/16/2033\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n133,334\n\n \n\n(14)\n\n \n\n320,002\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n76,820\n\n \n\n(15)\n\n \n\n184,368\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n130,289\n\n \n\n(16)\n\n \n\n312,694\n\n \n\nErick Opeka\n\n \n\n \n\n17,750\n\n \n\n(8)\n\n \n\n—\n\n \n\n \n\n \n\n23.20\n\n \n\n \n\n9/28/2028\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n60,000\n\n \n\n(9)\n\n \n\n—\n\n \n\n \n\n \n\n12.80\n\n \n\n \n\n12/23/2030\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n50,000\n\n \n\n(10)\n\n \n\n25,000\n\n \n\n(10)\n\n \n\n5.80\n\n \n\n \n\n5/16/2033\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n183,334\n\n \n\n(17)\n\n \n\n440,002\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n94,550\n\n \n\n(18)\n\n \n\n226,920\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n144,147\n\n \n\n(19)\n\n \n\n345,953\n\n \n\n(1)\nReflects stock appreciation rights granted under the 2000 Plan and SARs granted under the 2017 Plan.\n\n(2)\nConsists of stock appreciation rights, of which 1/3 vested on March 31st of each 2019, 2020 and 2021.\n\n(3)\nConsists of stock appreciation rights, of which 62,500 vested on each of November 19, 2020 and March 31, 2023.\n\n(4)\nConsists of stock appreciation rights, of which 41,666 vested on April 1, 2023, 41,667 vested on April 1, 2024, and 41,667 vested on April 1, 2025.\n\n(5)\nConsists of stock appreciation rights, of which 1/3 of which vested on December 10 of each 2019, 2020 and 2021.\n\n(6)\nConsists of stock appreciation rights, of which 25,000 vested on March 31 of each 2022 and 2023, and 10,000 vested on June 30, 2023.\n\n(7)\nOf such stock appreciation rights, 13,334 vested on May 16, 2024, 13,333 vested on May 1, 2025 and 13,333 vest on May 1, 2026.\n\n(8)\nConsists of stock appreciation rights, of which 1/3 vested on March 31 of each 2019, 2020, and 2021.\n\n(9)\nOf such stock appreciation rights, 25,000 vested on March 31, 2022, 25,000 vested on March 31, 2023 and 10,000 vested on December 31, 2023.\n\n(10)\nOf such stock appreciation rights, 25,000 vested on May 16, 2024, 25,000 vested May 1, 2025 and 25,000 vest on May 1, 2026.\n\n74\n\n \n\n(11)\nConsists of 100,000 restricted stock awards and 100,000 restricted stock units, of which 1/2 vest on April 25 of each of 2026, 2027 and 2028. Each restricted stock unit has a value equal to one share of Class A common stock.\n\n(12)\nEach restricted stock unit has a value equal to one share of Class A common stock. Of such RSUs, 40,000 vest on May 1 of each of 2026, 2027 and 2028.\n\n(13)\nEach restricted stock unit has a value equal to one share of Class A common stock. Of such RSUs, 87,669 vest on October 8 of each of 2026 and 2027 and 87,668 vest on October 8, 2028.\n\n(14)\nConsists of 66,667 restricted stock awards and 66,667 restricted stock units, of which 66,666 vest on April 25, 2026 and 66,668 vest on April 25, 2027. Each restricted stock unit has a value equal to one share of Class A common stock.\n\n(15)\nEach restricted stock unit has a value equal to one share of Class A common stock. Of such RSUs, 25,607 vest on May 1 of each of 2026 and 2027 and 25,606 vest on May 1, 2028.\n\n(16)\nEach restricted stock unit has a value equal to one share of Class A common stock. Of such RSUs, 43,430 vest on October 8 of each of 2026 and 2027 and 43,429 vest on October 8, 2028.\n\n(17)\nConsists of 91,667 restricted stock awards and 91,667 restricted stock units, of which 91,666 vest on April 25 of 2026 and 91,668 vest on April 25, 2027. Each restricted stock unit has a value equal to one share of Class A common stock.\n\n(18)\nEach restricted stock unit has a value equal to one share of Class A common stock. Of such RSUs, 31,517 vest on May 1 of each of 2026 and 2027 and 31,516 vest on May 1, 2028.\n\n(19)\nEach restricted stock unit has a value equal to one share of Class A common stock. Of such RSUs, 48,049 vest on October 8 of each of 2026, 2027 and 2028.\n\n \n\nNon-employee Directors\n\nThe following table sets forth certain information concerning compensation earned by the Company’s non-employee directors for services rendered as a director during the Last Fiscal Year.\n\n \n\nName\n\n \n\nCash Fees Earned\n($)\n\n \n\n \n\nStock Awards\n($)\n\n \n\n \n\nTotal\n($)\n\n \n\nPeter C. Brown\n\n \n\n$\n\n85,000\n\n \n\n \n\n$\n\n90,000\n\n \n\n \n\n$\n\n175,000\n\n \n\nPatrick W. O’Brien\n\n \n\n$\n\n105,000\n\n \n\n \n\n$\n\n90,000\n\n \n\n \n\n$\n\n195,000\n\n \n\nMary Ann Halford (1)\n\n \n\n$\n\n85,000\n\n \n\n \n\n$\n\n90,000\n\n \n\n \n\n$\n\n175,000\n\n \n\n(1) Mary Ann Halford joined the board on December 8, 2023. Of the initial shares of restricted stock received upon joining the Board, 53,581 shares remain unvested as of March 31, 2026.\n\n \n\nNon-employee directors receive the following compensation for board service:\n\n•\nAnnual cash retainer amount is $60,000.\n\n•\nAnnual stock grant of restricted shares of Common Stock amount is valued at $90,000 based on the trailing 20-day volume weighted average price (“VWAP”) of the Common Stock as of the date of the most recent prior annual shareholder’s meeting.\n\n•\nIn addition, non-employee directors receive annual committee fees of $15,000 for service as a committee chair and of $5,000 for service on a committee (other than as chair). In addition to the cash and stock retainers paid to all non-employee directors for Board service, the Lead Independent Director receives an annual cash fee of $20,000.\n\n•\nFinally, new non-employee directors will receive a grant of restricted stock valued at $180,000 based on the trailing 20-day VWAP of the Common Stock as of the grant date (the date the director joins the Board), and such shares will vest in three equal installments on the first three anniversaries of the date of grant.\n\n \n\nThe Company has adopted Stock Ownership Guidelines for its non-employee directors as discussed under MATTERS RELATING TO OUR GOVERNANCE, above."}