PAY VERSUS PERFORMANCE

As required by applicable SEC rules, we are providing the following information about the relationship of “compensation actually paid” (“CAP”) to our PEO and other NEOs (“Non-PEO NEOs”) and our, and certain of our peers’, performance. For a more fulsome discussion of our pay-for-performance compensation philosophy and performance measures, see “Compensation Discussion and Analysis.”

Pay Versus Performance Table


Pay Versus Performance
Fiscal Year	SCT Total for PEO 1 ($) (1)	SCT Total for PEO 2 ($) (2)	Compensation Actually Paid to PEO 1 ($) (1)(3)	Compensation Actually Paid to PEO 2 ($) (2)(3)	Average SCT Total for Non-PEO NEOs ($) (3)(4)	Average Compensation Actually Paid to Non-PEO NEOs ($) (3)(4)		Value of Initial Fixed $100 Investment Based On: ($)		Net Income ($ in millions) (7)	Company Selected Measure Class B Common Stock Price Performance (8)
Fiscal Year	SCT Total for PEO 1 ($) (1)	SCT Total for PEO 2 ($) (2)	Compensation Actually Paid to PEO 1 ($) (1)(3)	Compensation Actually Paid to PEO 2 ($) (2)(3)	Average SCT Total for Non-PEO NEOs ($) (3)(4)			Total Shareholder Return(5)	Peer Group Total Shareholder Return(6)	Net Income ($ in millions) (7)
2024	86,961,498	19,483,239	86,043,063	17,589,877	12,751,495	10,796,988	Class B	28.73	220.01	(6,149)	-30.09%
2024							Class A	55.94	—
2023	31,257,129	—	22,339,289	—	5,006,453	3,950,514	Class B	39.86	155.53	(576)	-12.38%
							Class A	48.85	—
2022	32,046,006	—	14,626,030	—	4,497,431	2,453,046	Class B	44.52	93.66	1,214	-44.07%
							Class A	47.85	—
2021	20,035,212	—	12,873,214	—	2,802,710	2,132,649	Class B	76.53	166.98	4,631	-19.00%
							Class A	78.61	—
2020	38,973,768	—	34,147,810	—	8,779,994	8,824,614	Class B	92.39	131.54	2,701	-11.22%
							Class A	87.29	—

(1)

PEO reflected in this column for each of the years shown is Mr. Bakish (“PEO 1”), our former President and Chief Executive Officer and our PEO until April 30, 2024. “SCT Total” means the amount, or, for non-PEO NEOs, the average amount, reported in the “Total” column of the Summary Compensation Table for the applicable year.

(2)	PEO reflected in this column is Mr. McCarthy (“PEO 2”), who began serving as a member of the Office of the CEO and as our PEO on May 1, 2024.

(3)	To calculate CAP for 2024 in accordance with applicable SEC rules, the following amounts were either added to or deducted from the applicable SCT Total as noted below:


2024 Adjustments	PEO 1	PEO 2	Average non-PEO NEOs
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY	(15,081,642)	(8,044,141)	(4,788,745)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End	—	—	759,859
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date	15,067,967	7,389,125	3,288,724
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End	—	(155,890)	(356,335)
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date	(1,079,350)	(1,146,263)	(686,925)
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End	—	(5,739)	(218,962)
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date	193,952	69,547	51,500
Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY	(19,362)	—	(3,623)
Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans	—	—	—
TOTAL ADJUSTMENTS	(918,435)	(1,893,362)	(1,954,507)

(4)	Dollar amounts represent the average of the applicable amounts to the Non-PEO NEOs as a group for the applicable year.


	Year			Non-PEO NEOs
	2024			Messrs. Cheeks, Chopra and Robbins and Mses. D’Alimonte and Phillips
	2021, 2022, and 2023			Mr. Chopra, Mses. D’Alimonte and Phillips and Doretha F. Lea, our Executive Vice President, Global Public Policy and Government Relations
	2020			Mr. Chopra and Mses. D’Alimonte, Lea and Phillips, as well as Christina Spade, our Executive Vice President, Chief Financial Officer for part of 2020

(5)

Cumulative TSR is calculated by dividing (A) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end and the beginning of the measurement period, by (B) the Company’s share price at the beginning of the measurement period.

(6)

Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. In order to provide a TSR comparison consistent with that in the Initial Form 10-K, we utilized the published index used therein for purposes of complying with Item 201(e) of Regulation S-K, namely, the S&P 500 Media and Entertainment Index, for purposes of this disclosure.

(7)	The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

(8)	Stock Price Performance is calculated by dividing (A) the difference between the closing price of a share of our Class B Common Stock at each year’s fiscal year-end and the prior fiscal year-end by (B) the closing price of the share at the prior fiscal year-end.

Named Executive Officers, Footnote

(1)

PEO reflected in this column for each of the years shown is Mr. Bakish (“PEO 1”), our former President and Chief Executive Officer and our PEO until April 30, 2024. “SCT Total” means the amount, or, for non-PEO NEOs, the average amount, reported in the “Total” column of the Summary Compensation Table for the applicable year.

(2)	PEO reflected in this column is Mr. McCarthy (“PEO 2”), who began serving as a member of the Office of the CEO and as our PEO on May 1, 2024.

(4)	Dollar amounts represent the average of the applicable amounts to the Non-PEO NEOs as a group for the applicable year.


	Year			Non-PEO NEOs
	2024			Messrs. Cheeks, Chopra and Robbins and Mses. D’Alimonte and Phillips
	2021, 2022, and 2023			Mr. Chopra, Mses. D’Alimonte and Phillips and Doretha F. Lea, our Executive Vice President, Global Public Policy and Government Relations
	2020			Mr. Chopra and Mses. D’Alimonte, Lea and Phillips, as well as Christina Spade, our Executive Vice President, Chief Financial Officer for part of 2020

Adjustment To PEO Compensation, Footnote

(3)	To calculate CAP for 2024 in accordance with applicable SEC rules, the following amounts were either added to or deducted from the applicable SCT Total as noted below:


2024 Adjustments	PEO 1	PEO 2	Average non-PEO NEOs
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY	(15,081,642)	(8,044,141)	(4,788,745)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End	—	—	759,859
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date	15,067,967	7,389,125	3,288,724
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End	—	(155,890)	(356,335)
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date	(1,079,350)	(1,146,263)	(686,925)
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End	—	(5,739)	(218,962)
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date	193,952	69,547	51,500
Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY	(19,362)	—	(3,623)
Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans	—	—	—
TOTAL ADJUSTMENTS	(918,435)	(1,893,362)	(1,954,507)

Non-PEO NEO Average Compensation Actually Paid Amount

$ 10,796,988

3,950,514

2,453,046

2,132,649

8,824,614

Compensation Actually Paid vs. Total Shareholder Return

CAP Versus Company TSR and Peer Group TSR

The CAP figures shown below reflect the grant of long-term management incentive awards for fiscal year 2021 during fiscal year 2020 and for fiscal year 2020 during fiscal year 2019, resulting in no equity grants made in fiscal 2021. The Non-PEO NEO CAP figures for fiscal year 2020 reflect compensation paid to Christina Spade, including cash severance and equity acceleration values. The CAP figures for fiscal year 2024 include cash severance and equity acceleration values for Mr. Bakish (in the case of PEO CAP) and Ms. D’Alimonte (in the case of Non-PEO NEO CAP), as well as the impact of the 280G Mitigation Measures taken for Mr. McCarthy and each of the Non-PEO NEOs described above in “—Compensation Discussion & Analysis—2024 Compensation—280G Mitigation Measures” and the special LTIP grants to the Co-CEOs described above in “—Compensation Discussion & Analysis—2024 Compensation—Change in NEOs’ Compensation Arrangements in 2024.

Compensation Actually Paid vs. Company Selected Measure

CAP Versus Stock Price Performance

As described above, Stock Price Performance is calculated by dividing (A) the difference between the closing price of a share of our Class B Common Stock at each year’s fiscal year-end and the prior fiscal year-end by (B) the closing price of the share at the prior fiscal year-end.

Tabular List, Table

Most Important Performance Measures Table

The three items listed below represent the most important financial performance measures we used to link “compensation actually paid” to our NEOs to our performance for fiscal year 2024.


				Most Important Performance Measures
				• Stock Price Performance
				• Relative TSR
				• Adjusted OIBDA

Company Selected Measure Amount

(0.3009)

(0.1238)

(0.4407)

(0.19)

(0.1122)

Class B Total Shareholder Return Amount

$ 28.73

$ 39.86

$ 44.52

$ 76.53

$ 92.39

Class A Total Shareholder Return Amount

$ 55.94

48.85

47.85

78.61

87.29