STARZ ENTERTAINMENT CORP /CN/ (STRZ): CFO Scott Macdonald compensation terms

Events in this filing

Item 5.02 as filed

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 20, 2026, Starz Entertainment, LLC, a wholly owned subsidiary of Starz Entertainment Corp., a corporation organized under the laws of the province of British Columbia, Canada (the “Company”), entered into an employment agreement (the “Agreement”) with Scott Macdonald. Mr. Macdonald has served as Chief Financial Officer of the Company since July 2012.
The term of the Agreement commenced on October 1, 2026 and continues through September 30, 2028, unless earlier terminated in accordance with its terms and subject to a one-year extension to September 30, 2029 if notified by the Company. Pursuant to the Agreement, Mr. Macdonald will continue to serve as Chief Financial Officer.
Pursuant to the Agreement, Mr. Macdonald is entitled to receive an annual base salary of $1,060,000 and is eligible to receive an annual bonus with a target opportunity equal to 125% of his base salary, subject to achievement of performance criteria and goals as determined by the Compensation & Talent Committee of the Board of Directors of the Company (the “Compensation Committee”). In the event Mr. Macdonald experiences a qualifying termination during the term of the Agreement, or his employment does not continue beyond the term, he will be eligible to receive a prorated annual bonus for the fiscal year in which such termination occurs based on actual performance.
The Agreement also provides that, during the term, the Company will request that the Compensation Committee approve annual equity awards following each annual award cycle, with a target grant date value equal to 70% of Mr. Macdonald’s base salary then in effect. Such awards may consist of time-based restricted share units, performance-based restricted share units, stock options or other equity awards as determined by the Compensation Committee. Unless otherwise determined by the Compensation Committee, time-based awards vest ratably over three years and performance-based awards become eligible to vest ratably over three years based on achievement of performance goals established by the Compensation Committee and the Company’s Chief Executive Officer. Each annual equity award remains subject to Compensation Committee approval and funding.
If Mr. Macdonald’s employment is terminated in a qualifying termination during the term of the Agreement, and subject to his execution and non-revocation of a customary release of claims and compliance with certain post-employment obligations, he will be entitled to receive (i) cash severance equal to 18 months of base salary then in effect and (ii) payment of COBRA premiums for up to 18 months. If a change in control occurs during the term of the Agreement and Mr. Macdonald experiences a qualifying termination on or within six months following such change in control, the portions of his annual equity awards that are then outstanding, unvested and scheduled to vest during the 12 months following his termination (and otherwise scheduled to vest prior to expiration of the term of the Agreement) will accelerate and vest, with performance-based awards vesting based on actual performance.
The Agreement also includes restrictive covenants, including confidentiality and a non-solicitation of Company employees for 12 months following termination.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 10.1, and incorporated herein by reference.