Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure [Table]

Pay vs Performance [Table Text Block]

PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street

Reform

and

Consumer

Protection Act, and Item 402(v) of Regulation

S-K,

we are providing the following information about the relationship of “compensation actually paid” (“CAP”) to our principal executive officer (“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 ($)(1)		Compensation Actually Paid to PEO ($) (2)		Average SCT Total for Non-PEO NEOs ($) (2)(3)		Average Compensation Actually Paid to Non-PEO NEOs ($) (2)(3)			Value of Initial Fixed $100 Investment Based On: ($)				Net Income ($ in millions)(6)		Company Selected Measure Class B Common Stock Price Performance (7)
Fiscal Year	SCT Total for PEO ($)(1)		Compensation Actually Paid to PEO ($) (2)		Average SCT Total for Non-PEO NEOs ($) (2)(3)					Total Shareholder Return(4)		Peer Group Total Shareholder Return(5)		Net Income ($ in millions)(6)


2022		32,046,006		14,626,030		4,497,431		2,453,046	Class B		44.52		74.15		1,104		-44.07	%
									Class A		47.85		—

2021		20,035,212		12,873,214		2,802,710		2,132,649	Class B		76.53		112.70		4,543		-19.00	%
									Class A		78.61		—

2020		38,973,768		34,147,810		8,779,994		8,824,614	Class B		92.39		116.22		2,422		-11.22	%
									Class A		87.29		—

(1)	PEO reflected in this table for each of the years shown is Mr. Bakish. “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)	To calculate CAP in accordance with applicable SEC rules, the following amounts were either added to or deducted from the applicable SCT Total as noted below:



	2020						2021						2022

Adjustments	PEO			Average non-PEO NEOs			PEO			Average non-PEO NEOs			PEO			Average non-PEO NEOs

Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY		(15,999,968	)		(2,967,471	)		—			—			(15,999,979	)		(1,912,498	)

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		16,969,122			2,857,237			—			—			6,873,065			875,297

Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date		—			700,817			—			—			—			—

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		(2,602,111	)		(142,267	)		(6,879,607	)		(799,790	)		(5,512,680	)		(799,785	)

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		(3,937,777	)		(361,823	)		(1,194,263	)		11,376			(2,934,736	)		(280,720	)

Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End		—			—			—			—			(588,128	)		(36,181	)

Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date		889,420			79,804			911,872			118,865			742,482			109,502



	2020						2021						2022

Adjustments	PEO			Average non-PEO NEOs			PEO			Average non-PEO NEOs			PEO			Average non-PEO NEOs

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		(144,644	)		(139,113	)		—			(512	)		—			—

Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans		—			17,436			—			—			—			—

TOTAL ADJUSTMENTS		(4,825,958	)		44,620			(7,161,998	)		(670,061	)		(17,419,976	)		(2,044,385	)

(3)	Dollar amounts represent the average of the applicable amounts to the Non-PEO NEOs as a group. Non-PEO NEOs reflected in this table for each of the years shown are Mr. Chopra and Mses. D’Alimonte, Lea and Phillips. Non-PEO NEOs reflected in this table for 2020 also includes Christina Spade.

(4)

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

(5)

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. Peer group utilized for this disclosure is the compensation benchmarking peer group disclosed in “Compensation Discussion and Analysis—2022 Peer Group.”

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

(7)	Stock Price Performance is calculated as 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, divided by the closing price of the share at the prior fiscal year-end.

Company Selected Measure Name

Stock Price Performance

Named Executive Officers, Footnote [Text Block]

Non-PEO

NEOs reflected in this table for each of the years shown are Mr. Chopra and Mses. D’Alimonte, Lea and Phillips.

Non-PEO

NEOs reflected in this table for 2020 also includes Christina Spade.

Peer Group Issuers, Footnote [Text Block]

Peer group utilized for this disclosure is the compensation benchmarking peer group disclosed in “Compensation Discussion and Analysis—2022 Peer Group.”

PEO Total Compensation Amount

$ 32,046,006

$ 20,035,212

$ 38,973,768

PEO Actually Paid Compensation Amount

$ 14,626,030

12,873,214

34,147,810

Adjustment To PEO Compensation, Footnote [Text Block]

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



	2020						2021						2022

Adjustments	PEO			Average non-PEO NEOs			PEO			Average non-PEO NEOs			PEO			Average non-PEO NEOs

Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY		(15,999,968	)		(2,967,471	)		—			—			(15,999,979	)		(1,912,498	)

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		16,969,122			2,857,237			—			—			6,873,065			875,297

Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date		—			700,817			—			—			—			—

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		(2,602,111	)		(142,267	)		(6,879,607	)		(799,790	)		(5,512,680	)		(799,785	)

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		(3,937,777	)		(361,823	)		(1,194,263	)		11,376			(2,934,736	)		(280,720	)

Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End		—			—			—			—			(588,128	)		(36,181	)

Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date		889,420			79,804			911,872			118,865			742,482			109,502



	2020						2021						2022

Adjustments	PEO			Average non-PEO NEOs			PEO			Average non-PEO NEOs			PEO			Average non-PEO NEOs

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		(144,644	)		(139,113	)		—			(512	)		—			—

Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans		—			17,436			—			—			—			—

TOTAL ADJUSTMENTS		(4,825,958	)		44,620			(7,161,998	)		(670,061	)		(17,419,976	)		(2,044,385	)

Non-PEO NEO Average Total Compensation Amount

$ 4,497,431

2,802,710

8,779,994

Non-PEO NEO Average Compensation Actually Paid Amount

$ 2,453,046

2,132,649

8,824,614

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

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



	2020						2021						2022

Adjustments	PEO			Average non-PEO NEOs			PEO			Average non-PEO NEOs			PEO			Average non-PEO NEOs

Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY		(15,999,968	)		(2,967,471	)		—			—			(15,999,979	)		(1,912,498	)

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		16,969,122			2,857,237			—			—			6,873,065			875,297

Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date		—			700,817			—			—			—			—

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		(2,602,111	)		(142,267	)		(6,879,607	)		(799,790	)		(5,512,680	)		(799,785	)

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		(3,937,777	)		(361,823	)		(1,194,263	)		11,376			(2,934,736	)		(280,720	)

Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End		—			—			—			—			(588,128	)		(36,181	)

Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date		889,420			79,804			911,872			118,865			742,482			109,502



	2020						2021						2022

Adjustments	PEO			Average non-PEO NEOs			PEO			Average non-PEO NEOs			PEO			Average non-PEO NEOs

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		(144,644	)		(139,113	)		—			(512	)		—			—

Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans		—			17,436			—			—			—			—

TOTAL ADJUSTMENTS		(4,825,958	)		44,620			(7,161,998	)		(670,061	)		(17,419,976	)		(2,044,385	)

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

CAP Versus Company TSR and Peer Group

TSR

There was a net decline in our PEO’s compensation actually paid over the three-fiscal-year period ending December 31, 2022. Over the same three-fiscal-year period, our cumulative TSR also declined (at a lesser rate than that of our CD&A peer group over the past two years, though below that of our CD&A peer group overall), reflecting relative alignment between our CAP and our cumulative 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.

Compensation Actually Paid vs. Net Income [Text Block]

CAP Versus Net Income

As previously described, annual long-term management incentive awards for fiscal years 2020 and 2021 were made in fiscal years 2019 and 2020, respectively, such that our fiscal year 2021 CAP was lower than that of fiscal years 2020 and 2022. While CAP is not directly linked to Net Income, the CAP to both our PEO and

Non-PEO

NEOs decreased from 2020 to 2022, consistent with the reduction in Net Income over that period, although Net Income did increase, and CAP decreased, from fiscal years 2020 to 2021.

Compensation Actually Paid vs. Company Selected Measure [Text Block]

CAP Versus Stock Price Performance

As described above, Stock Price Performance is calculated as 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,

divided by the closing price of the share at the prior fiscal

year-end.

There was a net decline in CAP over the three-fiscal-year period ending December 31, 2022. Over the same three-fiscal-year period, our stock price also declined, reflecting an overall relative alignment between CAP and changes in the price of a share of our Class B Common Stock.