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PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT NOT FOR DISTRIBUTION

CALDERWOOD & HARKNESS LLP 787 Seventh Avenue New York, NY 10019

April 5, 2024

MEMORANDUM

TO: Special Committee of the Board of Directors, Aurelius Global Media Group PLC

Tobias Kessler, Chair Lucinda Farrow-Grant Dr. Anwen Llewellyn

CC: Dame Elspeth Greenvale, Independent Non-Executive Chair Nadine Khalil, General Counsel & Corporate Secretary (non-voting)

FROM: Nathaniel Bower, Partner, Calderwood & Harkness LLP Audrey Zhou, Lead Associate, Capital Markets Group Brendan Walsh, Working Associate, Capital Markets Group

RE: Proposed Evaluation Framework and Scoring Rubric for CEO Succession Candidates — Aurelius Global Media Group PLC

MATTER NO.: 1017-00002

This memorandum is a privileged and confidential attorney-client communication and constitutes attorney work product prepared in anticipation of litigation and in connection with Calderwood & Harkness LLP's provision of legal advice to the Special Committee of the Board of Directors of Aurelius Global Media Group PLC. This memorandum is not intended for distribution to any person or entity other than the addressees and copy recipients identified above. Any unauthorized disclosure, distribution, or copying of this memorandum is strictly prohibited. Receipt of this memorandum by any person other than the intended recipients does not constitute a waiver of any applicable privilege.

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I. Executive Summary

This memorandum is submitted to the Special Committee of the Board of Directors (the "Special Committee" or the "Committee") of Aurelius Global Media Group PLC ("AGMG" or the "Company") by Calderwood & Harkness LLP ("Calderwood & Harkness" or "we") for the purpose of providing the Special Committee with a structured, objective, and legally defensible evaluation framework (the "Framework") for assessing all candidates — both internal and external — in the formal succession process for the position of Chief Executive Officer of AGMG.

The need for this Framework arises from the resignation of Marcus Vane as Chief Executive Officer of AGMG, effective March 8, 2024. Following Mr. Vane's departure, the Board of Directors (the "Board") designated Priya Nair-Whitfield, the Company's Chief Operating Officer and an Executive Director, as Interim Chief Executive Officer, pending the completion of a formal and comprehensive search process. On March 15, 2024, the Nominating & Governance Committee retained Hargrove Tate Partners LLC ("Hargrove Tate"), a nationally recognized executive search firm, with Christine Aldridge serving as Lead Partner, to conduct the external search. Three days later, on March 18, 2024, the Board constituted the Special Committee, comprising Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn, and vested in it the sole authority to oversee the CEO succession process and to coordinate the Board's response to the ongoing activist campaign being waged by Corvus Peak Capital Partners LP ("Corvus Peak").

The Framework described in this memorandum is designed to accomplish two interrelated but distinct objectives:

First, the Framework must enable the Special Committee to identify the candidate best positioned to lead AGMG through its next strategic chapter. AGMG is a complex, diversified global media enterprise with a revenue base of approximately $4.37 billion, four distinct business segments — Streaming & Digital Content, Live Entertainment & Events, E-Commerce & Merchandising, and Advertising & Brand Partnerships — and approximately 23,400 employees across its worldwide operations. The Company is dual-listed on the New York Stock Exchange (ticker: AGMG) and the London Stock Exchange (ticker: AGMG.L), with a market capitalization of approximately $8.65 billion (£6.82 billion). The next CEO will be charged with navigating a rapidly evolving competitive landscape, driving growth across multiple business lines, and managing the expectations of a diverse and sophisticated shareholder base. The selection criteria must be calibrated to these specific demands.

Second, and of equal importance in the current environment, the Framework must produce a contemporaneous, well-documented record demonstrating the Board's rigorous compliance with its fiduciary duties of care and loyalty under Delaware law. This concern is materially heightened by the contested governance environment created by Corvus Peak's ongoing proxy campaign, which has included a February 12, 2024 demand letter, formal director nominations for the 2024 Annual General Meeting, and the filing of a preliminary proxy statement with the Securities and Exchange Commission on April 1, 2024. AGMG filed its own preliminary proxy statement on the date of this memorandum, April 5, 2024. The Board must be prepared for the possibility that any aspect of the CEO succession process will be subjected to intense scrutiny by Corvus Peak, its advisors, proxy advisory firms such as Thackeray Health IT and Tarrant Partners LLC, the financial press, and, potentially, the Delaware Court of Chancery.

As of the date of this memorandum, two primary candidates have been identified. The first is Priya Nair-Whitfield, the internal candidate, who currently serves as Interim CEO and COO. Ms. Nair-Whitfield is a twelve-year veteran of AGMG who led the development and launch of the Company's Luminos streaming platform in 2019 and has served as Chief Operating Officer since 2020, with direct operational oversight of all four business segments. The second is Jonathan Hale, an external candidate and the former Chief Executive Officer of Meridian Studios International Inc., who oversaw that company's growth and its eventual acquisition by Zenith Consolidated Entertainment Corp. for $3.1 billion. Hargrove Tate is continuing to source additional external candidates, and its curated slate — expected to include five or more candidates — is being developed for interviews currently scheduled for April 18, 2024. All additional candidates from the Hargrove Tate slate will be evaluated using the identical rubric and criteria described herein once their interviews have been conducted.

A central design principle of this Framework is candidate neutrality. The evaluation criteria and their respective weightings have been developed without reference to any particular candidate's profile or qualifications. This is essential not only as a matter of sound governance practice but also to mitigate the risk that Corvus Peak or any other party characterizes the process as having been designed to produce a "predetermined outcome." This concern is particularly acute given the public nature of the activist campaign and the anticipated issuance by Corvus Peak of a further public letter — which we understand, based on the activist's pattern of communications following its February 12 demand letter and the progression of the proxy contest, is likely to be published on or about April 15, 2024 — that may address the CEO succession process directly.

This memorandum should be read in conjunction with two companion documents previously delivered to the Special Committee: the March 25, 2024 memorandum on fiduciary duties applicable to the Board in the context of the CEO succession and activist response (the "Fiduciary Duties Memorandum") and the March 28, 2024 memorandum on the Interim CEO designation and related governance considerations (the "Interim CEO Memorandum"). Together, these three documents constitute the foundational legal framework within which the Special Committee should conduct its work.

II. Background and Context

A. The CEO Vacancy and Interim Designation

Marcus Vane resigned as Chief Executive Officer of AGMG effective March 8, 2024, following an eight-year tenure that began in 2016. Mr. Vane's leadership was instrumental in AGMG's transformation from a traditional media conglomerate into a diversified entertainment and digital content enterprise. Under his direction, the Company launched the Luminos streaming platform in 2019, which has since grown to become AGMG's largest business segment by revenue, and expanded its e-commerce and merchandising operations significantly. Mr. Vane cited "personal and family considerations" as the basis for his resignation.

Pursuant to the terms of Mr. Vane's existing employment agreement and the separation agreement negotiated in connection with his resignation, Mr. Vane is entitled to aggregate severance compensation of approximately $14.8 million, composed of the following elements:

• Base salary continuation: $2.4 million per annum × 2 years = $4.8 million;

• Target annual bonus: $2.4 million per annum × 2 years = $4.8 million; and

• Accelerated vesting of outstanding equity awards: $5.2 million.

Mr. Vane's separation agreement includes an eighteen-month non-competition covenant, which restricts him from serving as a senior executive of any direct competitor of AGMG through September 8, 2025. The Compensation Committee approved the severance package as consistent with the terms of Mr. Vane's pre-existing employment agreement and market practice for CEO-level severance at peer companies.

On March 8, 2024, the same date as Mr. Vane's resignation, the Board of Directors designated Priya Nair-Whitfield as Interim Chief Executive Officer. Ms. Nair-Whitfield continues to hold her positions as Chief Operating Officer and Executive Director concurrently with the interim CEO role. The designation was made by unanimous Board action, reflecting the Board's confidence in Ms. Nair-Whitfield's ability to maintain operational continuity and to lead the Company's day-to-day affairs during the pendency of the formal search process.

As we noted in our March 28, 2024 memorandum, the interim designation must not be treated — by the Special Committee, the full Board, or any public communication — as an implicit precommitment to Ms. Nair-Whitfield's permanent appointment. The Special Committee is obligated, as a matter of fiduciary duty and sound governance practice, to evaluate Ms. Nair-Whitfield's candidacy on precisely the same terms and with the same rigor as it applies to any external candidate. The Framework set forth in this memorandum is designed to ensure that this obligation is met.

B. Activist Campaign and Its Bearing on the Search

The CEO succession process is being conducted against the backdrop of an active and escalating campaign by Corvus Peak Capital Partners LP, a New York-based activist hedge fund managed by Damien Solberg (Founding Partner and Chief Investment Officer) and staffed, with respect to the AGMG campaign specifically, by Erin Nakamura (Portfolio Manager). As of the most recent Schedule 13D/A filing, Corvus Peak holds approximately 8.7% of AGMG's outstanding common shares, representing approximately 35,896,200 shares out of 412,600,000 shares outstanding. Based on Corvus Peak's disclosed average cost basis of $20.97 per share, the fund's aggregate investment in AGMG is approximately $752.8 million, making AGMG one of Corvus Peak's largest portfolio positions and the activist a highly motivated participant in the Company's governance.

Corvus Peak's engagement with AGMG has progressed through the following key milestones:

• February 12, 2024: Corvus Peak delivered a private demand letter to Dame Elspeth Greenvale, as Independent Non-Executive Chair, calling for, among other things, the development and public disclosure of a formal CEO succession plan, a comprehensive strategic review of AGMG's business portfolio, and the addition of directors with "relevant operational experience in digital media and content distribution."

• March 1, 2024: Corvus Peak submitted formal director nominations for the 2024 Annual General Meeting pursuant to the advance notice provisions of AGMG's Amended and Restated Bylaws. The nominated candidates are: (i) Malcolm Trask, the former Chief Executive Officer of Archway Digital Holdings Inc.; (ii) Vanessa Loring, a Managing Director at Corvus Peak; and (iii) Dr. Raymond Chu, the former President of Helix Media Networks Inc. These nominations were submitted within the advance notice window (February 10, 2024 through March 11, 2024) and are timely under the Bylaws.

• April 1, 2024: Corvus Peak filed a preliminary proxy statement with the Securities and Exchange Commission in connection with the 2024 Annual General Meeting, soliciting shareholder votes in favor of its three director nominees.

• April 5, 2024: AGMG filed its own preliminary proxy statement with the SEC.

Of particular relevance to this memorandum, Corvus Peak has publicly signaled its support for Jonathan Hale as an external CEO candidate for AGMG. While the precise nature and extent of Corvus Peak's communications with Mr. Hale regarding the CEO succession are not yet fully known to the Special Committee, the relationship between Mr. Hale and Corvus Peak's Damien Solberg is a matter of public record: the two individuals served together on the board of directors of Keystone Digital Ventures Ltd., a private limited company organized under the laws of England and Wales. This pre-existing relationship raises significant independence concerns that must be carefully factored into the evaluation framework, as discussed in detail in Sections IV.K and V.F below.

The Special Committee must be acutely aware of the tension inherent in conducting a CEO search during an active proxy contest. On one hand, the Committee must ensure that the search is conducted on its merits, independent of pressure from any shareholder faction — including Corvus Peak — and that the selected candidate is the individual best suited to lead AGMG in the long-term interests of all shareholders. On the other hand, the Committee must remain responsive to legitimate governance concerns raised by Corvus Peak and other shareholders, and must avoid the appearance that the search process is being used as a defensive tactic to entrench management or to circumvent the activist's governance proposals. The Framework is designed to navigate this tension by anchoring the evaluation in objective, pre-established criteria that are applied uniformly to all candidates.

C. Board Factions and the Importance of Process Neutrality

It is a matter of candor, and one that the Special Committee should acknowledge in structuring its deliberative process, that the Board of Directors is not unified in its views regarding the CEO succession. Based on communications between Calderwood & Harkness and individual Board members, as well as discussions at the March 18, 2024 Board meeting at which the Special Committee was formed, the pre-reconstitution Board appears to be divided as follows:

• Four directors support Ms. Nair-Whitfield's candidacy: Dame Elspeth Greenvale (Independent Non-Executive Chair), Lucinda Farrow-Grant, Hugh Pemberton, and Sofia Delgado-Ríos.

• Three directors support Mr. Hale's candidacy: Tobias Kessler, Reginald Osei, and Dr. Anwen Llewellyn.

• One director is neutral or undecided: Garrett Voss (Chief Financial Officer), who has expressed a preference for completing the formal evaluation process before forming a view.

The composition of the Special Committee itself reflects this division: Mr. Kessler, the Committee's Chair, is among the directors who have expressed support for Mr. Hale, while Ms. Farrow-Grant supports Ms. Nair-Whitfield, and Dr. Llewellyn supports Mr. Hale. This is not, in and of itself, a governance deficiency — indeed, a committee that represents the range of Board perspectives may be better positioned to conduct a balanced evaluation than one composed entirely of directors with a single viewpoint. However, it underscores the critical importance of an objective, rubric-based framework that disciplines the evaluation process, constrains the role of subjective preferences, and produces a record that can withstand scrutiny on fiduciary grounds.

Each Committee member should be aware that his or her individual scoring and deliberations may, in the event of litigation, be subject to examination. The Framework is designed to ensure that each member's evaluation is grounded in articulable, evidence-based assessments rather than undocumented personal preferences.

D. Role of Hargrove Tate Partners LLC

Hargrove Tate Partners LLC was retained by the Nominating & Governance Committee on March 15, 2024, to serve as the independent executive search firm for the CEO succession process. The engagement was approved by the full Board and is governed by an engagement letter that provides for the following fee structure:

• Flat fee of $750,000, plus reasonable out-of-pocket expenses, payable in three equal installments:

(i) $250,000 upon execution of the engagement letter (paid);

(ii) $250,000 upon delivery of the curated candidate slate to the Special Committee; and

(iii) $250,000 upon completion of the placement (i.e., the Board's appointment of a permanent CEO).

Christine Aldridge, a Lead Partner at Hargrove Tate with extensive experience in CEO-level placements in the media and entertainment industry, is the engagement's principal contact. Ms. Aldridge and her team are responsible for sourcing external candidates, conducting preliminary screening and reference checks, and presenting a curated slate of qualified candidates to the Special Committee for its consideration. Hargrove Tate's candidate slate is expected to include five or more external candidates, and interviews are currently scheduled for April 18, 2024.

We recommend that the evaluation Framework set forth in this memorandum be shared with Hargrove Tate in its entirety, so that Ms. Aldridge's team can organize its candidate assessments and presentation materials around the same ten criteria and scoring methodology that the Special Committee will employ. This alignment will facilitate more efficient and consistent evaluation and will strengthen the documentary record of the process. Hargrove Tate should be instructed to prepare its independent candidate profiles using the same criterion-by-criterion structure.

E. Compensation Benchmarking

Brackenridge Howard Associates Inc. ("BHA"), an independent compensation consulting firm, has been retained by the Compensation Committee to advise on CEO compensation benchmarking for the successor. Miriam Estabrook serves as Lead Consultant on the engagement. BHA's analysis will address base salary, annual bonus targets, long-term equity incentive awards, sign-on considerations (if applicable, for an external candidate), severance and change-in-control protections, and other elements of total compensation, benchmarked against an appropriate peer group of publicly traded media and entertainment companies.

While the evaluation Framework described herein is focused on candidate qualifications rather than compensation, the two workstreams should be coordinated. In particular, the Special Committee should be aware that the qualifications and experience level of the selected candidate will directly affect the compensation package required to attract and retain that individual. BHA's preliminary compensation analysis should be available to the Committee in advance of its final deliberations, so that the Committee can assess whether the total cost of the selected candidate — including compensation, relocation, transition costs, and any make-whole payments for forfeited compensation from a prior employer — is proportionate to the candidate's qualifications and aligned with AGMG's compensation philosophy.

III. Legal Framework: Fiduciary Standards Applicable to the Evaluation

A. Duties of Care and Loyalty Under Delaware Law

AGMG is incorporated in the State of Delaware, and the fiduciary duties of its directors are accordingly governed by Delaware law. The two primary fiduciary duties — the duty of care and the duty of loyalty — are well-established and have been extensively addressed in our March 25, 2024 Fiduciary Duties Memorandum, which the Special Committee should continue to treat as the definitive reference on these obligations. We summarize the key principles here as they bear on the design of the evaluation Framework.

Duty of Care. The duty of care requires that directors act on an informed basis, with adequate deliberation, and with reasonable diligence in making decisions on behalf of the corporation. In the context of the CEO succession, this duty is satisfied when the Board (and the Special Committee acting on its behalf) undertakes a thorough and well-documented evaluation of available candidates, engages qualified advisors (legal counsel and an executive search firm), develops and applies objective evaluation criteria, and devotes sufficient time and attention to the deliberative process. The duty of care does not require that the Board's substantive decision be "correct" in any objective sense; it requires that the process by which the decision was reached be reasonable.

Duty of Loyalty. The duty of loyalty requires that directors act in good faith, without self-interest or conflicts, and in the best interests of the corporation and its shareholders as a whole. In the CEO succession context, the duty of loyalty is implicated when one or more directors have personal or professional relationships with a candidate, when a director's vote may be influenced by the preferences of a significant shareholder with whom the director has a relationship, or when the selection process is conducted in a manner designed to achieve a result that benefits a particular faction rather than the corporation as a whole. The Special Committee must be vigilant in identifying and managing any actual or potential conflicts of interest that may arise during the evaluation process.

Business Judgment Rule. The business judgment rule is a presumption that, in making a business decision, directors acted on an informed basis, in good faith, and in the honest belief that the action taken was in the best interests of the company. Where the business judgment rule applies, a court will not second-guess the substance of the Board's decision. However, the presumption can be rebutted by a showing that the directors breached their duties of care or loyalty — for example, by failing to inform themselves adequately, by acting on the basis of conflicts, or by conducting a process so deficient that it cannot be said to reflect a reasonable exercise of business judgment.

The CEO selection is a core board function, and the business judgment rule will generally protect the Special Committee's substantive choice of candidate, provided the process is adequate. The evaluation Framework described herein is designed to ensure that the process meets this standard.

B. Enhanced Scrutiny in the Activist Context

While the CEO succession at AGMG does not present a Revlon scenario — there is no change of control, no sale of the company, and no break-up transaction that would trigger the Board's obligation to maximize short-term shareholder value — the contested governance environment and the intense public scrutiny surrounding the succession process mean that the Board's decision will be subjected to a degree of judicial and public scrutiny that exceeds the standard business judgment framework.

Under Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), and its progeny, when a board takes action in response to a perceived threat to the corporation or its stockholders, the board bears the burden of demonstrating that it (i) had reasonable grounds for believing a threat existed, and (ii) that the action taken was reasonable in relation to the threat posed. While Unocal is most commonly applied in the context of defensive measures against hostile takeovers, its principles have been extended to other contexts in which a board acts in the face of an activist campaign or other shareholder challenge.

More significantly, under Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988), if the Board is perceived to be taking actions — including actions in the CEO search context — for the primary purpose of entrenching incumbent management or thwarting the legitimate exercise of shareholder franchise rights, the enhanced Blasius standard could apply. Under Blasius, the Board must demonstrate a "compelling justification" for its actions, a standard that is significantly more demanding than the business judgment rule or Unocal's proportionality test.

The evaluation Framework should be designed so that the Special Committee can affirmatively demonstrate, through contemporaneous documentation and a well-structured process, that its candidate selection was based on the merits of each candidate's qualifications and the long-term interests of AGMG and all shareholders — not as a defensive measure against Corvus Peak, not in deference to any particular Board faction or shareholder, and not for the purpose of entrenching any member of current management. The candidate-neutral design of the rubric, the use of pre-established and uniformly applied criteria, and the involvement of an independent executive search firm all serve to reinforce this demonstration.

C. Importance of Contemporaneous Documentation

Delaware courts have repeatedly emphasized the probative value of contemporaneous documentation of the board's deliberative process. Records created at or near the time of the events they describe are entitled to substantially greater weight than after-the-fact reconstructions. In In re Trados Inc. Shareholder Litigation, 73 A.3d 17 (Del. Ch. 2013), and In re Rural/Metro Corp. Stockholders Litigation, 88 A.3d 54 (Del. Ch. 2014), the Court of Chancery closely examined the quality and completeness of board minutes, committee records, and advisor presentations in assessing whether directors had satisfied their fiduciary duties.

Accordingly, each stage of the evaluation process — criteria development, candidate sourcing, candidate interviewing, individual scoring, collective deliberation, and final selection — should be thoroughly documented. Specifically, the following records should be created and preserved as part of the Special Committee's formal record:

(a) All meeting minutes, including the identity of attendees, the duration of each meeting, and a summary of the topics discussed and decisions made;

(b) All completed scoring rubrics, in the form of the template appended as Appendix A, completed by each Committee member for each candidate;

(d) All reports, presentations, and candidate profiles prepared by Hargrove Tate Partners;

(e) All communications between the Special Committee and Calderwood & Harkness regarding the evaluation process; and

(f) Any other supporting materials — including reference check summaries, background check results, and compensation analyses — that informed the Committee's evaluation.

We note an important caveat. On March 22, 2024, Corvus Peak served a demand for inspection of books and records under Section 220 of the Delaware General Corporation Law, seeking, among other categories, all materials related to the CEO search committee's work. AGMG, on the advice of Calderwood & Harkness, has objected to this demand on the grounds that the requested materials are protected by the attorney-client privilege and the work product doctrine. However, the Special Committee should assume, for purposes of process design, that non-privileged portions of the evaluation process — including factual materials created in the ordinary course of the search, such as candidate resumes, Hargrove Tate engagement deliverables, and non-legal factual memoranda — may eventually be subject to disclosure, whether through the Section 220 process, in discovery in any proxy contest litigation, or through other channels. The Framework and all associated materials should therefore be designed to withstand scrutiny on their face, independent of any privilege protection.

IV. Proposed Evaluation Criteria and Scoring Rubric

A. Overview of Methodology

We propose that the Special Committee adopt a structured scoring rubric comprising ten (10) evaluation criteria, each individually weighted according to its strategic importance to AGMG's current needs and circumstances. The criteria and their weights have been developed through consultation with Hargrove Tate Partners and with reference to academic and industry research on CEO selection best practices in public company contexts, particularly in the media and entertainment sector.

The scoring methodology is as follows:

Scoring Scale. Each criterion is scored on a scale of 1 to 5, with the following general definitions:

• 1 — Does Not Meet Requirements: The candidate demonstrates no meaningful qualification, experience, or capability in this area.

• 2 — Below Requirements: The candidate demonstrates limited qualification or experience, with significant gaps relative to AGMG's needs.

• 3 — Meets Requirements: The candidate demonstrates solid, competent qualification and experience in this area, consistent with the requirements of the role.

• 4 — Exceeds Requirements: The candidate demonstrates strong qualification and experience that exceeds baseline requirements, with a meaningful track record of accomplishment.

• 5 — Exceptional / Best-in-Class: The candidate demonstrates outstanding, differentiated qualification and experience in this area, with a track record of transformational accomplishment.

Half-point increments (e.g., 2.5, 3.5, 4.5) are permitted to allow for finer-grained distinctions between candidates.

Scoring Anchors. For each of the ten criteria, specific scoring anchors are provided that describe, in concrete terms, the qualifications and evidence that would support a rating of 1, 3, and 5. These anchors are designed to minimize subjectivity and to ensure that each Committee member is applying a consistent standard. The complete set of scoring anchors is provided in Appendix B.

Weighting. Each criterion is assigned a weight, expressed as a number of points out of a total of 100. A candidate's "weighted score" for a given criterion is calculated as follows:

Weighted Score = (Weight / 5) × Raw Score

For example, if a criterion has a weight of 15 and a candidate receives a raw score of 4, the weighted score for that criterion would be (15 / 5) × 4 = 12. The maximum possible weighted score for a criterion with a weight of 15 is (15 / 5) × 5 = 15.

Total Score. The total weighted score for each candidate is the sum of weighted scores across all ten criteria. The maximum possible total weighted score is 100.

Aggregation. Each Special Committee member scores each candidate independently. After individual scoring is complete, the three sets of scores are aggregated — the Committee may elect to use an arithmetic mean, a median, or another method — and the aggregate results are discussed collectively. The purpose of collective discussion is not to pressure any member to change his or her score, but to ensure that material differences in scoring are identified and deliberated upon, and that the Committee's ultimate recommendation reflects a considered and informed consensus (or, if consensus is not possible, a clearly articulated majority view with a recorded dissent).

The following table summarizes the ten criteria and their assigned weights:

The rationale for the specific weightings is discussed within the analysis of each criterion below.

B. Criterion 1: Strategic Vision for AGMG's Business Portfolio

Weight: 15 / 100

Description. This criterion assesses the candidate's ability to articulate and execute a coherent, forward-looking strategic vision for AGMG's four business segments. The next CEO will inherit a diversified media enterprise with the following revenue profile (fiscal year 2023 data):

• Streaming & Digital Content: $1,835.4 million (42% of total revenue);

• Live Entertainment & Events: $1,048.8 million (24% of total revenue);

• E-Commerce & Merchandising: $830.3 million (19% of total revenue); and

• Advertising & Brand Partnerships: $655.5 million (15% of total revenue).

Each segment operates in a distinct competitive environment with its own set of strategic challenges and growth opportunities. The Streaming & Digital Content segment, anchored by the Luminos platform, is AGMG's largest and fastest-growing but faces intensifying competition from entrenched competitors with significantly greater scale. The Live Entertainment & Events segment is experiencing a post-pandemic recovery and structural shift toward experiential entertainment. The E-Commerce & Merchandising segment presents significant opportunities for cross-platform integration with AGMG's content properties. The Advertising & Brand Partnerships segment is undergoing a fundamental transformation driven by the shift from traditional linear advertising to digital, programmatic, and data-driven models.

The candidate must demonstrate not only an understanding of each segment individually but also a strategic vision for how these segments interact, reinforce each other, and create value as an integrated portfolio. This includes the ability to make difficult resource allocation decisions across segments, to identify and evaluate strategic alternatives (including potential divestitures, acquisitions, or partnerships), and to develop and communicate a compelling strategic narrative to investors, employees, and other stakeholders.

Scoring Anchors:

• Score of 1: No demonstrated strategic planning experience in the media and entertainment industry. No evidence of having developed, articulated, or executed a multi-year strategic plan for an organization of meaningful scale. Unable to articulate a coherent view of the competitive landscape or strategic priorities relevant to AGMG's business segments.

• Score of 3: Proven strategic track record in one or two business segments relevant to AGMG (e.g., content production, streaming, live entertainment, or advertising), with evidence of having developed and executed a strategic plan that produced measurable results. Demonstrates a reasonable understanding of the competitive dynamics across AGMG's portfolio but may lack direct experience in managing a multi-segment media enterprise.

• Score of 5: Demonstrated transformational strategic leadership across multiple content creation, distribution, and/or technology platforms, with measurable and attributable results. Evidence of having successfully navigated major strategic pivots (e.g., analog-to-digital transition, launch of direct-to-consumer platform, or international expansion). Ability to articulate a compelling, detailed, and actionable strategic vision for AGMG's integrated business portfolio, grounded in a sophisticated understanding of market dynamics, competitive threats, and growth opportunities across all four segments.

Preliminary Considerations for Priya Nair-Whitfield. Ms. Nair-Whitfield was a principal architect of AGMG's entry into the streaming market, having led the development and launch of the Luminos platform in 2019 during her tenure as Executive Vice President of Streaming (2017–2020). She was promoted to Chief Operating Officer in 2020 and has since had direct strategic oversight of all four business segments. She possesses deep familiarity with AGMG's strategic plan as developed during the Vane era and has been responsible for its operational execution. Her tenure and cross-segment experience position her to articulate a strategic vision that reflects intimate knowledge of AGMG's competitive position, organizational capabilities, and growth levers. The Committee should probe whether her vision extends beyond the continuation of existing strategy to encompass bold new strategic directions appropriate for AGMG's next chapter.

Preliminary Considerations for Jonathan Hale. Mr. Hale's strategic credentials are anchored in his eight-year tenure as CEO of Meridian Studios International Inc. (2014–2022), during which he oversaw the company's growth from a mid-tier content production studio to an enterprise that commanded a $3.1 billion acquisition price from Zenith Consolidated Entertainment Corp. Prior to Meridian, Mr. Hale served as President of Broadcast & Cable at Solaris Media Group Inc., where he was responsible for strategic direction of the company's television production and distribution businesses. Mr. Hale's strategic experience is strongest in the areas of studio-based content production and traditional media distribution. However, his track record in streaming platform operations, direct-to-consumer digital distribution, and e-commerce is less well established. The Committee should assess whether Mr. Hale's studio and production-oriented strategic lens is well suited to AGMG's diversified portfolio, or whether it would result in a strategic orientation disproportionately focused on content creation at the expense of the Company's digital, e-commerce, and advertising segments.

C. Criterion 2: Operational Execution Capability

Weight: 15 / 100

Description. This criterion assesses the candidate's proven ability to manage complex, multi-divisional organizations at a scale comparable to AGMG. The Company's operations encompass approximately 23,400 employees worldwide, four distinct business segments, annual revenues of approximately $4.37 billion, and EBITDA of approximately $812 million at an 18.6% margin. The CEO must be capable of managing profit-and-loss responsibility at this scale, overseeing capital allocation across business units, driving operational efficiency and cost management, and ensuring effective execution of strategic priorities through a global organizational structure.

Operational execution capability is weighted at 15 points — equal to strategic vision — because AGMG's value proposition depends not only on having the right strategy but on executing it effectively across a geographically dispersed and functionally diverse organization. The transition from one CEO to another inherently creates operational risk, and the candidate's demonstrated ability to maintain and enhance operational performance during periods of leadership change or organizational transformation is a critical qualification.

Scoring Anchors:

• Score of 1: Limited operational management experience, or experience confined to organizations of materially smaller scale than AGMG (e.g., fewer than 2,000 employees, revenues below $500 million). No demonstrated experience managing a multi-divisional organization or overseeing enterprise-level P&L.

• Score of 3: Demonstrated operational management at a media company of intermediate scale (e.g., 5,000–15,000 employees, $1–3 billion in revenue), with evidence of effective P&L management, capital allocation discipline, and operational improvement initiatives. May have operational experience concentrated in one or two business areas rather than across a fully diversified portfolio.

• Score of 5: CEO-level P&L management at a company of comparable or larger scale than AGMG, with quantifiable operational improvement results (e.g., margin expansion, successful integration of acquired businesses, organizational restructuring, cost reduction programs). Demonstrated ability to lead through operational complexity, including management of global operations, multi-divisional business units, and large employee populations.

Preliminary Considerations for Priya Nair-Whitfield. Ms. Nair-Whitfield's operational credentials are among the strongest aspects of her candidacy. As a twelve-year AGMG veteran who has served as Chief Operating Officer since 2020, she has had direct operational oversight of all four business segments and has managed the day-to-day operations of a workforce of approximately 23,400 employees. Her operational authority during the Vane era was extensive, and she has continued to exercise that authority in her capacity as Interim CEO since March 8, 2024. Her deep knowledge of AGMG's operations, processes, vendor relationships, and organizational culture provides a continuity advantage that no external candidate can replicate. The Committee should evaluate her operational performance both during her tenure as COO and during the interim CEO period, including her handling of any operational challenges or decisions that have arisen since Mr. Vane's departure.

Preliminary Considerations for Jonathan Hale. Mr. Hale served as CEO of Meridian Studios International Inc. for eight years. While this tenure demonstrates meaningful CEO-level operational experience, Meridian Studios was a substantially smaller organization than AGMG at the time of its acquisition by Zenith. Meridian's operational scope was primarily concentrated in studio-based content production and distribution, rather than the diversified, multi-segment portfolio that characterizes AGMG. Mr. Hale did not, to our knowledge, manage a direct-to-consumer streaming platform, a live entertainment business, or an e-commerce operation during his time at Meridian. The Committee should assess whether his operational experience translates effectively to the scale and complexity of AGMG's operations, or whether there would be a significant learning curve and transition risk.

D. Criterion 3: Financial Acumen and Capital Markets Credibility

Weight: 10 / 100

Description. This criterion assesses the candidate's understanding of public company financial management, capital structure, capital markets dynamics, and investor relations. The CEO of AGMG must be a credible and effective representative of the Company to its investor base, which includes significant institutional holdings:

• Corvus Peak Capital Partners LP: 8.7% (approximately 35,896,200 shares);

• Thorne Capital Management: 6.3%;

• Ridgeway Asset Management: 5.1%;

• Windermere Pension Trust: 4.4%; and

• Management and Board insiders: 3.2%.

The CEO must also be capable of leading the Company's engagement with sell-side analysts, credit rating agencies, and the broader investment community. AGMG's dual listing on the NYSE and LSE adds a layer of complexity, requiring familiarity with both U.S. and UK capital markets conventions and regulatory requirements.

In addition, the candidate's experience with mergers and acquisitions — including target identification, due diligence, negotiation, integration planning, and post-merger value creation — is relevant, given that AGMG operates in an industry undergoing significant consolidation and that strategic M&A may be an important component of the Company's future growth strategy.

Scoring Anchors:

• Score of 1: Limited public company finance experience. No meaningful track record in investor relations, capital markets transactions, or M&A. Lacks the financial sophistication expected of a public company CEO.

• Score of 3: Competent in financial oversight, with experience as a public company board member or senior executive with exposure to financial reporting, budgeting, and investor relations. May have participated in one or more M&A transactions but without primary leadership responsibility.

• Score of 5: Sophisticated financial leader with a demonstrated track record of creating shareholder value through effective capital allocation, successful capital markets transactions (e.g., equity offerings, debt financings, strategic M&A), and positive, proactive investor relations. Credible and effective in interactions with institutional shareholders, sell-side analysts, and rating agencies.

Preliminary Considerations for Priya Nair-Whitfield. Ms. Nair-Whitfield holds an MBA from Ashford Business School and an undergraduate degree from Imperial College London, providing a strong academic foundation in business and finance. However, her career trajectory at AGMG has been primarily operational and strategic in nature, rather than financially oriented. She has worked closely with CFO Garrett Voss on financial matters and has participated in investor presentations, but her experience in leading capital markets transactions, M&A negotiations, or direct investor relations is less extensive than some candidates may offer. The Committee should assess whether her financial acumen is sufficient for the CEO role or whether it represents a developmental area that would need to be supplemented through strong CFO partnership and Board support.

Preliminary Considerations for Jonathan Hale. Mr. Hale's financial credentials include his leadership of the sale of Meridian Studios to Zenith Consolidated Entertainment Corp. for $3.1 billion, a transaction that involved complex negotiations, financial due diligence, and integration planning. This experience gives Mr. Hale a demonstrated track record in high-stakes M&A and suggests a comfort level with capital markets dynamics. His experience as a public company CEO also implies familiarity with earnings reporting, investor communications, and financial oversight. The Committee should probe the extent of his direct involvement in Meridian's financial management (as opposed to delegation to a CFO) and his track record of capital allocation decisions.

E. Criterion 4: Industry Relationships and External Reputation

Weight: 10 / 100

Description. This criterion assesses the breadth and quality of the candidate's relationships across the media and entertainment industry ecosystem — including content creators, distributors, advertising partners, technology companies, talent agencies, and regulatory bodies — as well as the candidate's external reputation and standing within the industry and the investment community.

AGMG's business depends on its ability to attract and retain top creative talent, to negotiate favorable distribution and licensing agreements, to maintain strong relationships with advertisers and brand partners, and to collaborate with technology providers. The Company's market capitalization of approximately $8.65 billion (£6.82 billion) and its dual listing on the NYSE and LSE require a CEO who possesses international credibility and who is recognized as a prominent leader in the global media and entertainment industry.

Scoring Anchors:

• Score of 1: Limited industry network. Not recognized as a significant figure in the media and entertainment industry. Few or no established relationships with key industry participants.

• Score of 3: Solid industry network within one or two sub-sectors of the media and entertainment industry (e.g., content production, broadcasting, or advertising). Recognized and respected within those sub-sectors but may lack breadth of relationships across the full industry ecosystem. Adequate but not exceptional external reputation.

• Score of 5: Extensive, deep industry network spanning multiple sub-sectors of the media and entertainment industry, including content, distribution, advertising, technology, and talent. Widely recognized and respected as a leading industry figure. Strong relationships with key decision-makers at peer companies, major talent agencies, technology partners, and regulatory bodies. International credibility consistent with the demands of leading a dual-listed, global media enterprise.

Preliminary Considerations for Priya Nair-Whitfield. Ms. Nair-Whitfield has developed significant industry relationships during her twelve years at AGMG, particularly in the streaming, digital content, and technology segments. Her role as COO has required extensive external engagement with content partners, technology vendors, and industry associations. However, her external profile may be somewhat lower than that of a long-tenured CEO who has served as the public face of a major media company, as her external-facing role at AGMG has been secondary to that of the CEO.

Preliminary Considerations for Jonathan Hale. Mr. Hale's eight-year tenure as CEO of Meridian Studios, combined with his prior role as President of Broadcast & Cable at Solaris Media Group, has given him a substantial industry network and external profile, particularly in the content production and studio segments. His involvement in the $3.1 billion Meridian sale to Zenith would have further expanded his relationships with investment bankers, institutional investors, and strategic counterparties. The Committee should assess the breadth of his network beyond the traditional studio and production community, particularly in the digital, streaming, and e-commerce spaces that are central to AGMG's growth strategy.

F. Criterion 5: Digital and Technological Fluency

Weight: 10 / 100

Description. This criterion assesses the candidate's understanding of and experience with digital transformation, streaming technology, data analytics, artificial intelligence and machine learning applications in content creation and distribution, and e-commerce platform development and operations. The weight assigned to this criterion reflects the centrality of digital capabilities to AGMG's strategy: the Streaming & Digital Content segment is the Company's largest (42% of revenue, or $1,835.4 million), and the Luminos platform is the principal engine of the Company's growth strategy. Moreover, the E-Commerce & Merchandising segment (19% of revenue, or $830.3 million) depends on sophisticated digital platform capabilities, and the Advertising & Brand Partnerships segment (15% of revenue, or $655.5 million) is increasingly reliant on programmatic, data-driven advertising technology.

The media and entertainment industry is undergoing a technological transformation that is reshaping content creation, distribution, monetization, and audience engagement. The next CEO must not only understand these dynamics but must be capable of leading AGMG's continued investment in and adoption of emerging technologies, and of making informed decisions about technology strategy, platform architecture, and data capabilities.

Scoring Anchors:

• Score of 1: Limited understanding of digital technology and its application in media and entertainment. No demonstrated experience leading digital transformation or managing technology-driven businesses. Unable to engage substantively on topics such as streaming platform architecture, data analytics, AI/ML applications, or e-commerce technology.

• Score of 3: Adequate understanding of digital technology and its strategic importance, with some exposure to digital transformation initiatives or technology-driven businesses. May have overseen digital initiatives as one component of a broader role but without primary responsibility for technology strategy or platform operations.

• Score of 5: Deep digital and technological fluency, with a track record of leading or sponsoring transformational digital initiatives — such as the launch of a direct-to-consumer streaming platform, the development of a data analytics capability, or the implementation of AI/ML-driven content or advertising technology. Recognized as a technology-forward leader within the industry. Capable of engaging substantively with AGMG's technology leadership team and of making informed strategic decisions regarding technology investments, platform evolution, and digital innovation.

Preliminary Considerations for Priya Nair-Whitfield. Ms. Nair-Whitfield's digital credentials are among the strongest aspects of her candidacy. She joined AGMG in 2012 as Senior Vice President of Digital Strategy, a role in which she was responsible for developing the Company's initial digital roadmap. She was promoted to Executive Vice President of Streaming in 2017 and led the development and launch of the Luminos platform in 2019 — a transformational initiative that has grown Streaming & Digital Content to 42% of AGMG's total revenue. Her subsequent role as COO has included continued oversight of the Company's technology investments and digital capabilities. She possesses genuine, demonstrated digital fluency at a level that few CEO candidates in the media industry can match.

Preliminary Considerations for Jonathan Hale. Mr. Hale's career has been centered in the studio and content production segments of the media industry. While Meridian Studios undoubtedly employed digital tools and technology in its production and distribution operations, Mr. Hale's track record does not include leadership of a direct-to-consumer streaming platform, a significant e-commerce operation, or a data-driven advertising technology business. The Committee should carefully assess his comfort level with and understanding of the digital and technological dimensions of AGMG's business, particularly as they relate to the Luminos platform and the Company's broader digital strategy. An external candidate with limited digital fluency may need to rely heavily on AGMG's existing technology leadership team, which could create a dependency risk.

G. Criterion 6: Cultural Fit and Organizational Leadership

Weight: 10 / 100

Description. This criterion assesses the candidate's compatibility with AGMG's corporate culture, values, and workforce expectations, as well as his or her ability to lead, motivate, and develop AGMG's global workforce of approximately 23,400 employees. AGMG operates across multiple geographies, with its corporate headquarters in London and significant U.S. operations, and its employee base spans a wide range of functions — from creative content development and production to technology engineering, marketing, sales, and corporate operations.

The CEO's leadership style, interpersonal skills, and ability to inspire trust and loyalty across the organization are critical to organizational performance, employee retention, and the successful execution of strategic initiatives. In particular, the Committee should assess each candidate's track record in talent development, succession planning, diversity and inclusion leadership, and organizational transformation — all areas of increasing importance to employees, investors, and other stakeholders.

The departure of a long-tenured CEO such as Marcus Vane inevitably creates a period of organizational uncertainty. The next CEO must be capable of providing stability and direction during this transition period, while also bringing the energy, vision, and fresh perspective needed to propel the organization forward.

Scoring Anchors:

• Score of 1: Significant concerns about cultural compatibility with AGMG. Leadership style or values materially inconsistent with the Company's organizational culture. Limited track record of effective organizational leadership, talent development, or diversity and inclusion.

• Score of 3: Reasonable cultural compatibility with AGMG based on available evidence. Adequate track record of organizational leadership and employee engagement. May require a transition period to build relationships and establish credibility within the organization.

• Score of 5: Strong cultural fit with AGMG. Demonstrated ability to lead and inspire large, diverse, global workforces. Exceptional track record of talent development, succession planning, and diversity and inclusion leadership. Recognized by current and former colleagues as an exceptional organizational leader who fosters high performance, collaboration, and employee engagement.

Preliminary Considerations for Priya Nair-Whitfield. As a twelve-year AGMG veteran who has served in progressively senior leadership roles, Ms. Nair-Whitfield possesses an unparalleled advantage in cultural fit and organizational knowledge. She is known and trusted across the organization, has established deep relationships with senior leaders and front-line employees, and has been a visible champion of AGMG's cultural values and diversity initiatives. Her selection would minimize the organizational disruption associated with a CEO transition and would provide immediate continuity of leadership relationships. The Committee should nonetheless assess whether her deep embeddedness in AGMG's existing culture represents a potential limitation — specifically, whether an insider candidate may be less likely to challenge organizational norms or to drive the kind of cultural transformation that may be needed to position AGMG for its next phase of growth.

Preliminary Considerations for Jonathan Hale. As an external candidate, Mr. Hale would bring fresh perspective and potential change-agent energy to AGMG. However, his entry into the organization would require a meaningful transition period during which he would need to learn AGMG's culture, build relationships with key leaders and employees, and establish credibility. The risk of cultural dislocation — particularly in an organization that is simultaneously navigating a contested governance situation and a CEO transition — is material. The Committee should assess Mr. Hale's track record of organizational leadership at Meridian Studios and Solaris Media Group, including his ability to attract, retain, and develop top talent, and his reputation among former colleagues and direct reports. Reference checks conducted by Hargrove Tate should specifically address these dimensions.

H. Criterion 7: Corporate Governance and Board Interaction

Weight: 5 / 100

Description. This criterion assesses the candidate's experience working constructively with a board of directors, including in contested, complex, or rapidly evolving governance environments. The next CEO of AGMG will need to navigate a governance landscape that may include activist-nominated directors on the Board following the 2024 Annual General Meeting, continued engagement with Corvus Peak and other activist shareholders, and the ongoing demands of dual-listing compliance with both SEC and Financial Conduct Authority ("FCA") requirements.

The candidate must demonstrate an understanding of the respective roles of the CEO and the Board, a commitment to transparency and open communication with directors, and a willingness to work collaboratively with a potentially reconstituted board. The CEO must be prepared to support the Board's oversight function, including its committees, and to engage constructively with directors who may hold divergent views on strategic and governance matters.

Scoring Anchors:

• Score of 1: No meaningful experience interacting with a public company board of directors. No demonstrated understanding of corporate governance principles, board dynamics, or regulatory compliance requirements.

• Score of 3: Adequate experience working with a board of directors, either as a CEO, senior executive, or board member. Demonstrates understanding of corporate governance best practices and the respective roles of management and the board. May lack experience in contested governance environments.

• Score of 5: Extensive experience working with and reporting to a public company board of directors, including in contested, complex, or high-profile governance environments. Demonstrated ability to build constructive relationships with directors across a range of backgrounds and viewpoints. Deep understanding of SEC and FCA governance requirements for dual-listed companies. Recognized as a governance-minded leader.

Preliminary Considerations for Both Candidates. Ms. Nair-Whitfield has worked extensively with the AGMG Board in her capacity as COO and Executive Director but has not served as the primary management interlocutor with the Board in the manner of a CEO. Mr. Hale has CEO-level board interaction experience from his tenure at Meridian Studios. The Committee should assess the quality and effectiveness of each candidate's board engagement, including their ability to communicate with candor, to manage board expectations, and to navigate disagreements.

I. Criterion 8: Stakeholder Management and Communications

Weight: 5 / 100

Description. This criterion assesses the candidate's skill in managing relationships with diverse stakeholders — shareholders, employees, regulators, media, creative talent, and community partners — and the candidate's public communications abil

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT NOT FOR DISTRIBUTION
CALDERWOOD & HARKNESS LLP 787 Seventh Avenue New York, NY 10019
April 5, 2024
MEMORANDUM
TO: Special Committee of the Board of Directors, Aurelius Global Media Group PLC
Tobias Kessler, Chair Lucinda Farrow-Grant Dr. Anwen Llewellyn
CC: Dame Elspeth Greenvale, Independent Non-Executive Chair Nadine Khalil, General Counsel & Corporate Secretary (non-voting)
FROM: Nathaniel Bower, Partner, Calderwood & Harkness LLP Audrey Zhou, Lead Associate, Capital Markets Group Brendan Walsh, Working Associate, Capital Markets Group
RE: Proposed Evaluation Framework and Scoring Rubric for CEO Succession Candidates — Aurelius Global Media Group PLC
MATTER NO.: 1017-00002
This memorandum is a privileged and confidential attorney-client communication and constitutes attorney work product prepared in anticipation of litigation and in connection with Calderwood & Harkness LLP's provision of legal advice to the Special Committee of the Board of Directors of Aurelius Global Media Group PLC. This memorandum is not intended for distribution to any person or entity other than the addressees and copy recipients identified above. Any unauthorized disclosure, distribution, or copying of this memorandum is strictly prohibited. Receipt of this memorandum by any person other than the intended recipients does not constitute a waiver of any applicable privilege.
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I. Executive Summary
This memorandum is submitted to the Special Committee of the Board of Directors (the "Special Committee" or the "Committee") of Aurelius Global Media Group PLC ("AGMG" or the "Company") by Calderwood & Harkness LLP ("Calderwood & Harkness" or "we") for the purpose of providing the Special Committee with a structured, objective, and legally defensible evaluation framework (the "Framework") for assessing all candidates — both internal and external — in the formal succession process for the position of Chief Executive Officer of AGMG.
The need for this Framework arises from the resignation of Marcus Vane as Chief Executive Officer of AGMG, effective March 8, 2024. Following Mr. Vane's departure, the Board of Directors (the "Board") designated Priya Nair-Whitfield, the Company's Chief Operating Officer and an Executive Director, as Interim Chief Executive Officer, pending the completion of a formal and comprehensive search process. On March 15, 2024, the Nominating & Governance Committee retained Hargrove Tate Partners LLC ("Hargrove Tate"), a nationally recognized executive search firm, with Christine Aldridge serving as Lead Partner, to conduct the external search. Three days later, on March 18, 2024, the Board constituted the Special Committee, comprising Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn, and vested in it the sole authority to oversee the CEO succession process and to coordinate the Board's response to the ongoing activist campaign being waged by Corvus Peak Capital Partners LP ("Corvus Peak").
The Framework described in this memorandum is designed to accomplish two interrelated but distinct objectives:
First, the Framework must enable the Special Committee to identify the candidate best positioned to lead AGMG through its next strategic chapter. AGMG is a complex, diversified global media enterprise with a revenue base of approximately $4.37 billion, four distinct business segments — Streaming & Digital Content, Live Entertainment & Events, E-Commerce & Merchandising, and Advertising & Brand Partnerships — and approximately 23,400 employees across its worldwide operations. The Company is dual-listed on the New York Stock Exchange (ticker: AGMG) and the London Stock Exchange (ticker: AGMG.L), with a market capitalization of approximately $8.65 billion (£6.82 billion). The next CEO will be charged with navigating a rapidly evolving competitive landscape, driving growth across multiple business lines, and managing the expectations of a diverse and sophisticated shareholder base. The selection criteria must be calibrated to these specific demands.
Second, and of equal importance in the current environment, the Framework must produce a contemporaneous, well-documented record demonstrating the Board's rigorous compliance with its fiduciary duties of care and loyalty under Delaware law. This concern is materially heightened by the contested governance environment created by Corvus Peak's ongoing proxy campaign, which has included a February 12, 2024 demand letter, formal director nominations for the 2024 Annual General Meeting, and the filing of a preliminary proxy statement with the Securities and Exchange Commission on April 1, 2024. AGMG filed its own preliminary proxy statement on the date of this memorandum, April 5, 2024. The Board must be prepared for the possibility that any aspect of the CEO succession process will be subjected to intense scrutiny by Corvus Peak, its advisors, proxy advisory firms such as Thackeray Health IT and Tarrant Partners LLC, the financial press, and, potentially, the Delaware Court of Chancery.
As of the date of this memorandum, two primary candidates have been identified. The first is Priya Nair-Whitfield, the internal candidate, who currently serves as Interim CEO and COO. Ms. Nair-Whitfield is a twelve-year veteran of AGMG who led the development and launch of the Company's Luminos streaming platform in 2019 and has served as Chief Operating Officer since 2020, with direct operational oversight of all four business segments. The second is Jonathan Hale, an external candidate and the former Chief Executive Officer of Meridian Studios International Inc., who oversaw that company's growth and its eventual acquisition by Zenith Consolidated Entertainment Corp. for $3.1 billion. Hargrove Tate is continuing to source additional external candidates, and its curated slate — expected to include five or more candidates — is being developed for interviews currently scheduled for April 18, 2024. All additional candidates from the Hargrove Tate slate will be evaluated using the identical rubric and criteria described herein once their interviews have been conducted.
A central design principle of this Framework is candidate neutrality. The evaluation criteria and their respective weightings have been developed without reference to any particular candidate's profile or qualifications. This is essential not only as a matter of sound governance practice but also to mitigate the risk that Corvus Peak or any other party characterizes the process as having been designed to produce a "predetermined outcome." This concern is particularly acute given the public nature of the activist campaign and the anticipated issuance by Corvus Peak of a further public letter — which we understand, based on the activist's pattern of communications following its February 12 demand letter and the progression of the proxy contest, is likely to be published on or about April 15, 2024 — that may address the CEO succession process directly.
This memorandum should be read in conjunction with two companion documents previously delivered to the Special Committee: the March 25, 2024 memorandum on fiduciary duties applicable to the Board in the context of the CEO succession and activist response (the "Fiduciary Duties Memorandum") and the March 28, 2024 memorandum on the Interim CEO designation and related governance considerations (the "Interim CEO Memorandum"). Together, these three documents constitute the foundational legal framework within which the Special Committee should conduct its work.
II. Background and Context
A. The CEO Vacancy and Interim Designation
Marcus Vane resigned as Chief Executive Officer of AGMG effective March 8, 2024, following an eight-year tenure that began in 2016. Mr. Vane's leadership was instrumental in AGMG's transformation from a traditional media conglomerate into a diversified entertainment and digital content enterprise. Under his direction, the Company launched the Luminos streaming platform in 2019, which has since grown to become AGMG's largest business segment by revenue, and expanded its e-commerce and merchandising operations significantly. Mr. Vane cited "personal and family considerations" as the basis for his resignation.
Pursuant to the terms of Mr. Vane's existing employment agreement and the separation agreement negotiated in connection with his resignation, Mr. Vane is entitled to aggregate severance compensation of approximately $14.8 million, composed of the following elements:
• Base salary continuation: $2.4 million per annum × 2 years = $4.8 million;
• Target annual bonus: $2.4 million per annum × 2 years = $4.8 million; and
• Accelerated vesting of outstanding equity awards: $5.2 million.
Mr. Vane's separation agreement includes an eighteen-month non-competition covenant, which restricts him from serving as a senior executive of any direct competitor of AGMG through September 8, 2025. The Compensation Committee approved the severance package as consistent with the terms of Mr. Vane's pre-existing employment agreement and market practice for CEO-level severance at peer companies.
On March 8, 2024, the same date as Mr. Vane's resignation, the Board of Directors designated Priya Nair-Whitfield as Interim Chief Executive Officer. Ms. Nair-Whitfield continues to hold her positions as Chief Operating Officer and Executive Director concurrently with the interim CEO role. The designation was made by unanimous Board action, reflecting the Board's confidence in Ms. Nair-Whitfield's ability to maintain operational continuity and to lead the Company's day-to-day affairs during the pendency of the formal search process.
As we noted in our March 28, 2024 memorandum, the interim designation must not be treated — by the Special Committee, the full Board, or any public communication — as an implicit precommitment to Ms. Nair-Whitfield's permanent appointment. The Special Committee is obligated, as a matter of fiduciary duty and sound governance practice, to evaluate Ms. Nair-Whitfield's candidacy on precisely the same terms and with the same rigor as it applies to any external candidate. The Framework set forth in this memorandum is designed to ensure that this obligation is met.
B. Activist Campaign and Its Bearing on the Search
The CEO succession process is being conducted against the backdrop of an active and escalating campaign by Corvus Peak Capital Partners LP, a New York-based activist hedge fund managed by Damien Solberg (Founding Partner and Chief Investment Officer) and staffed, with respect to the AGMG campaign specifically, by Erin Nakamura (Portfolio Manager). As of the most recent Schedule 13D/A filing, Corvus Peak holds approximately 8.7% of AGMG's outstanding common shares, representing approximately 35,896,200 shares out of 412,600,000 shares outstanding. Based on Corvus Peak's disclosed average cost basis of $20.97 per share, the fund's aggregate investment in AGMG is approximately $752.8 million, making AGMG one of Corvus Peak's largest portfolio positions and the activist a highly motivated participant in the Company's governance.
Corvus Peak's engagement with AGMG has progressed through the following key milestones:
• February 12, 2024: Corvus Peak delivered a private demand letter to Dame Elspeth Greenvale, as Independent Non-Executive Chair, calling for, among other things, the development and public disclosure of a formal CEO succession plan, a comprehensive strategic review of AGMG's business portfolio, and the addition of directors with "relevant operational experience in digital media and content distribution."
• March 1, 2024: Corvus Peak submitted formal director nominations for the 2024 Annual General Meeting pursuant to the advance notice provisions of AGMG's Amended and Restated Bylaws. The nominated candidates are: (i) Malcolm Trask, the former Chief Executive Officer of Archway Digital Holdings Inc.; (ii) Vanessa Loring, a Managing Director at Corvus Peak; and (iii) Dr. Raymond Chu, the former President of Helix Media Networks Inc. These nominations were submitted within the advance notice window (February 10, 2024 through March 11, 2024) and are timely under the Bylaws.
• April 1, 2024: Corvus Peak filed a preliminary proxy statement with the Securities and Exchange Commission in connection with the 2024 Annual General Meeting, soliciting shareholder votes in favor of its three director nominees.
• April 5, 2024: AGMG filed its own preliminary proxy statement with the SEC.
Of particular relevance to this memorandum, Corvus Peak has publicly signaled its support for Jonathan Hale as an external CEO candidate for AGMG. While the precise nature and extent of Corvus Peak's communications with Mr. Hale regarding the CEO succession are not yet fully known to the Special Committee, the relationship between Mr. Hale and Corvus Peak's Damien Solberg is a matter of public record: the two individuals served together on the board of directors of Keystone Digital Ventures Ltd., a private limited company organized under the laws of England and Wales. This pre-existing relationship raises significant independence concerns that must be carefully factored into the evaluation framework, as discussed in detail in Sections IV.K and V.F below.
The Special Committee must be acutely aware of the tension inherent in conducting a CEO search during an active proxy contest. On one hand, the Committee must ensure that the search is conducted on its merits, independent of pressure from any shareholder faction — including Corvus Peak — and that the selected candidate is the individual best suited to lead AGMG in the long-term interests of all shareholders. On the other hand, the Committee must remain responsive to legitimate governance concerns raised by Corvus Peak and other shareholders, and must avoid the appearance that the search process is being used as a defensive tactic to entrench management or to circumvent the activist's governance proposals. The Framework is designed to navigate this tension by anchoring the evaluation in objective, pre-established criteria that are applied uniformly to all candidates.
C. Board Factions and the Importance of Process Neutrality
It is a matter of candor, and one that the Special Committee should acknowledge in structuring its deliberative process, that the Board of Directors is not unified in its views regarding the CEO succession. Based on communications between Calderwood & Harkness and individual Board members, as well as discussions at the March 18, 2024 Board meeting at which the Special Committee was formed, the pre-reconstitution Board appears to be divided as follows:
• Four directors support Ms. Nair-Whitfield's candidacy: Dame Elspeth Greenvale (Independent Non-Executive Chair), Lucinda Farrow-Grant, Hugh Pemberton, and Sofia Delgado-Ríos.
• Three directors support Mr. Hale's candidacy: Tobias Kessler, Reginald Osei, and Dr. Anwen Llewellyn.
• One director is neutral or undecided: Garrett Voss (Chief Financial Officer), who has expressed a preference for completing the formal evaluation process before forming a view.
The composition of the Special Committee itself reflects this division: Mr. Kessler, the Committee's Chair, is among the directors who have expressed support for Mr. Hale, while Ms. Farrow-Grant supports Ms. Nair-Whitfield, and Dr. Llewellyn supports Mr. Hale. This is not, in and of itself, a governance deficiency — indeed, a committee that represents the range of Board perspectives may be better positioned to conduct a balanced evaluation than one composed entirely of directors with a single viewpoint. However, it underscores the critical importance of an objective, rubric-based framework that disciplines the evaluation process, constrains the role of subjective preferences, and produces a record that can withstand scrutiny on fiduciary grounds.
Each Committee member should be aware that his or her individual scoring and deliberations may, in the event of litigation, be subject to examination. The Framework is designed to ensure that each member's evaluation is grounded in articulable, evidence-based assessments rather than undocumented personal preferences.
D. Role of Hargrove Tate Partners LLC
Hargrove Tate Partners LLC was retained by the Nominating & Governance Committee on March 15, 2024, to serve as the independent executive search firm for the CEO succession process. The engagement was approved by the full Board and is governed by an engagement letter that provides for the following fee structure:
• Flat fee of $750,000, plus reasonable out-of-pocket expenses, payable in three equal installments:
(i) $250,000 upon execution of the engagement letter (paid);
(ii) $250,000 upon delivery of the curated candidate slate to the Special Committee; and
(iii) $250,000 upon completion of the placement (i.e., the Board's appointment of a permanent CEO).
Christine Aldridge, a Lead Partner at Hargrove Tate with extensive experience in CEO-level placements in the media and entertainment industry, is the engagement's principal contact. Ms. Aldridge and her team are responsible for sourcing external candidates, conducting preliminary screening and reference checks, and presenting a curated slate of qualified candidates to the Special Committee for its consideration. Hargrove Tate's candidate slate is expected to include five or more external candidates, and interviews are currently scheduled for April 18, 2024.
We recommend that the evaluation Framework set forth in this memorandum be shared with Hargrove Tate in its entirety, so that Ms. Aldridge's team can organize its candidate assessments and presentation materials around the same ten criteria and scoring methodology that the Special Committee will employ. This alignment will facilitate more efficient and consistent evaluation and will strengthen the documentary record of the process. Hargrove Tate should be instructed to prepare its independent candidate profiles using the same criterion-by-criterion structure.
E. Compensation Benchmarking
Brackenridge Howard Associates Inc. ("BHA"), an independent compensation consulting firm, has been retained by the Compensation Committee to advise on CEO compensation benchmarking for the successor. Miriam Estabrook serves as Lead Consultant on the engagement. BHA's analysis will address base salary, annual bonus targets, long-term equity incentive awards, sign-on considerations (if applicable, for an external candidate), severance and change-in-control protections, and other elements of total compensation, benchmarked against an appropriate peer group of publicly traded media and entertainment companies.
While the evaluation Framework described herein is focused on candidate qualifications rather than compensation, the two workstreams should be coordinated. In particular, the Special Committee should be aware that the qualifications and experience level of the selected candidate will directly affect the compensation package required to attract and retain that individual. BHA's preliminary compensation analysis should be available to the Committee in advance of its final deliberations, so that the Committee can assess whether the total cost of the selected candidate — including compensation, relocation, transition costs, and any make-whole payments for forfeited compensation from a prior employer — is proportionate to the candidate's qualifications and aligned with AGMG's compensation philosophy.
III. Legal Framework: Fiduciary Standards Applicable to the Evaluation
A. Duties of Care and Loyalty Under Delaware Law
AGMG is incorporated in the State of Delaware, and the fiduciary duties of its directors are accordingly governed by Delaware law. The two primary fiduciary duties — the duty of care and the duty of loyalty — are well-established and have been extensively addressed in our March 25, 2024 Fiduciary Duties Memorandum, which the Special Committee should continue to treat as the definitive reference on these obligations. We summarize the key principles here as they bear on the design of the evaluation Framework.
Duty of Care. The duty of care requires that directors act on an informed basis, with adequate deliberation, and with reasonable diligence in making decisions on behalf of the corporation. In the context of the CEO succession, this duty is satisfied when the Board (and the Special Committee acting on its behalf) undertakes a thorough and well-documented evaluation of available candidates, engages qualified advisors (legal counsel and an executive search firm), develops and applies objective evaluation criteria, and devotes sufficient time and attention to the deliberative process. The duty of care does not require that the Board's substantive decision be "correct" in any objective sense; it requires that the process by which the decision was reached be reasonable.
Duty of Loyalty. The duty of loyalty requires that directors act in good faith, without self-interest or conflicts, and in the best interests of the corporation and its shareholders as a whole. In the CEO succession context, the duty of loyalty is implicated when one or more directors have personal or professional relationships with a candidate, when a director's vote may be influenced by the preferences of a significant shareholder with whom the director has a relationship, or when the selection process is conducted in a manner designed to achieve a result that benefits a particular faction rather than the corporation as a whole. The Special Committee must be vigilant in identifying and managing any actual or potential conflicts of interest that may arise during the evaluation process.
Business Judgment Rule. The business judgment rule is a presumption that, in making a business decision, directors acted on an informed basis, in good faith, and in the honest belief that the action taken was in the best interests of the company. Where the business judgment rule applies, a court will not second-guess the substance of the Board's decision. However, the presumption can be rebutted by a showing that the directors breached their duties of care or loyalty — for example, by failing to inform themselves adequately, by acting on the basis of conflicts, or by conducting a process so deficient that it cannot be said to reflect a reasonable exercise of business judgment.
The CEO selection is a core board function, and the business judgment rule will generally protect the Special Committee's substantive choice of candidate, provided the process is adequate. The evaluation Framework described herein is designed to ensure that the process meets this standard.
B. Enhanced Scrutiny in the Activist Context
While the CEO succession at AGMG does not present a Revlon scenario — there is no change of control, no sale of the company, and no break-up transaction that would trigger the Board's obligation to maximize short-term shareholder value — the contested governance environment and the intense public scrutiny surrounding the succession process mean that the Board's decision will be subjected to a degree of judicial and public scrutiny that exceeds the standard business judgment framework.
Under Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), and its progeny, when a board takes action in response to a perceived threat to the corporation or its stockholders, the board bears the burden of demonstrating that it (i) had reasonable grounds for believing a threat existed, and (ii) that the action taken was reasonable in relation to the threat posed. While Unocal is most commonly applied in the context of defensive measures against hostile takeovers, its principles have been extended to other contexts in which a board acts in the face of an activist campaign or other shareholder challenge.
More significantly, under Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988), if the Board is perceived to be taking actions — including actions in the CEO search context — for the primary purpose of entrenching incumbent management or thwarting the legitimate exercise of shareholder franchise rights, the enhanced Blasius standard could apply. Under Blasius, the Board must demonstrate a "compelling justification" for its actions, a standard that is significantly more demanding than the business judgment rule or Unocal's proportionality test.
The evaluation Framework should be designed so that the Special Committee can affirmatively demonstrate, through contemporaneous documentation and a well-structured process, that its candidate selection was based on the merits of each candidate's qualifications and the long-term interests of AGMG and all shareholders — not as a defensive measure against Corvus Peak, not in deference to any particular Board faction or shareholder, and not for the purpose of entrenching any member of current management. The candidate-neutral design of the rubric, the use of pre-established and uniformly applied criteria, and the involvement of an independent executive search firm all serve to reinforce this demonstration.
C. Importance of Contemporaneous Documentation
Delaware courts have repeatedly emphasized the probative value of contemporaneous documentation of the board's deliberative process. Records created at or near the time of the events they describe are entitled to substantially greater weight than after-the-fact reconstructions. In In re Trados Inc. Shareholder Litigation, 73 A.3d 17 (Del. Ch. 2013), and In re Rural/Metro Corp. Stockholders Litigation, 88 A.3d 54 (Del. Ch. 2014), the Court of Chancery closely examined the quality and completeness of board minutes, committee records, and advisor presentations in assessing whether directors had satisfied their fiduciary duties.
Accordingly, each stage of the evaluation process — criteria development, candidate sourcing, candidate interviewing, individual scoring, collective deliberation, and final selection — should be thoroughly documented. Specifically, the following records should be created and preserved as part of the Special Committee's formal record:
(a) All meeting minutes, including the identity of attendees, the duration of each meeting, and a summary of the topics discussed and decisions made;
(b) All completed scoring rubrics, in the form of the template appended as Appendix A, completed by each Committee member for each candidate;
(c) All interview notes, recorded contemporaneously by at least two participants in each interview;
(d) All reports, presentations, and candidate profiles prepared by Hargrove Tate Partners;
(e) All communications between the Special Committee and Calderwood & Harkness regarding the evaluation process; and
(f) Any other supporting materials — including reference check summaries, background check results, and compensation analyses — that informed the Committee's evaluation.
We note an important caveat. On March 22, 2024, Corvus Peak served a demand for inspection of books and records under Section 220 of the Delaware General Corporation Law, seeking, among other categories, all materials related to the CEO search committee's work. AGMG, on the advice of Calderwood & Harkness, has objected to this demand on the grounds that the requested materials are protected by the attorney-client privilege and the work product doctrine. However, the Special Committee should assume, for purposes of process design, that non-privileged portions of the evaluation process — including factual materials created in the ordinary course of the search, such as candidate resumes, Hargrove Tate engagement deliverables, and non-legal factual memoranda — may eventually be subject to disclosure, whether through the Section 220 process, in discovery in any proxy contest litigation, or through other channels. The Framework and all associated materials should therefore be designed to withstand scrutiny on their face, independent of any privilege protection.
IV. Proposed Evaluation Criteria and Scoring Rubric
A. Overview of Methodology
We propose that the Special Committee adopt a structured scoring rubric comprising ten (10) evaluation criteria, each individually weighted according to its strategic importance to AGMG's current needs and circumstances. The criteria and their weights have been developed through consultation with Hargrove Tate Partners and with reference to academic and industry research on CEO selection best practices in public company contexts, particularly in the media and entertainment sector.
The scoring methodology is as follows:
Scoring Scale. Each criterion is scored on a scale of 1 to 5, with the following general definitions:
• 1 — Does Not Meet Requirements: The candidate demonstrates no meaningful qualification, experience, or capability in this area.
• 2 — Below Requirements: The candidate demonstrates limited qualification or experience, with significant gaps relative to AGMG's needs.
• 3 — Meets Requirements: The candidate demonstrates solid, competent qualification and experience in this area, consistent with the requirements of the role.
• 4 — Exceeds Requirements: The candidate demonstrates strong qualification and experience that exceeds baseline requirements, with a meaningful track record of accomplishment.
• 5 — Exceptional / Best-in-Class: The candidate demonstrates outstanding, differentiated qualification and experience in this area, with a track record of transformational accomplishment.
Half-point increments (e.g., 2.5, 3.5, 4.5) are permitted to allow for finer-grained distinctions between candidates.
Scoring Anchors. For each of the ten criteria, specific scoring anchors are provided that describe, in concrete terms, the qualifications and evidence that would support a rating of 1, 3, and 5. These anchors are designed to minimize subjectivity and to ensure that each Committee member is applying a consistent standard. The complete set of scoring anchors is provided in Appendix B.
Weighting. Each criterion is assigned a weight, expressed as a number of points out of a total of 100. A candidate's "weighted score" for a given criterion is calculated as follows:
Weighted Score = (Weight / 5) × Raw Score
For example, if a criterion has a weight of 15 and a candidate receives a raw score of 4, the weighted score for that criterion would be (15 / 5) × 4 = 12. The maximum possible weighted score for a criterion with a weight of 15 is (15 / 5) × 5 = 15.
Total Score. The total weighted score for each candidate is the sum of weighted scores across all ten criteria. The maximum possible total weighted score is 100.
Aggregation. Each Special Committee member scores each candidate independently. After individual scoring is complete, the three sets of scores are aggregated — the Committee may elect to use an arithmetic mean, a median, or another method — and the aggregate results are discussed collectively. The purpose of collective discussion is not to pressure any member to change his or her score, but to ensure that material differences in scoring are identified and deliberated upon, and that the Committee's ultimate recommendation reflects a considered and informed consensus (or, if consensus is not possible, a clearly articulated majority view with a recorded dissent).
The following table summarizes the ten criteria and their assigned weights:
The rationale for the specific weightings is discussed within the analysis of each criterion below.
B. Criterion 1: Strategic Vision for AGMG's Business Portfolio
Weight: 15 / 100
Description. This criterion assesses the candidate's ability to articulate and execute a coherent, forward-looking strategic vision for AGMG's four business segments. The next CEO will inherit a diversified media enterprise with the following revenue profile (fiscal year 2023 data):
• Streaming & Digital Content: $1,835.4 million (42% of total revenue);
• Live Entertainment & Events: $1,048.8 million (24% of total revenue);
• E-Commerce & Merchandising: $830.3 million (19% of total revenue); and
• Advertising & Brand Partnerships: $655.5 million (15% of total revenue).
Each segment operates in a distinct competitive environment with its own set of strategic challenges and growth opportunities. The Streaming & Digital Content segment, anchored by the Luminos platform, is AGMG's largest and fastest-growing but faces intensifying competition from entrenched competitors with significantly greater scale. The Live Entertainment & Events segment is experiencing a post-pandemic recovery and structural shift toward experiential entertainment. The E-Commerce & Merchandising segment presents significant opportunities for cross-platform integration with AGMG's content properties. The Advertising & Brand Partnerships segment is undergoing a fundamental transformation driven by the shift from traditional linear advertising to digital, programmatic, and data-driven models.
The candidate must demonstrate not only an understanding of each segment individually but also a strategic vision for how these segments interact, reinforce each other, and create value as an integrated portfolio. This includes the ability to make difficult resource allocation decisions across segments, to identify and evaluate strategic alternatives (including potential divestitures, acquisitions, or partnerships), and to develop and communicate a compelling strategic narrative to investors, employees, and other stakeholders.
Scoring Anchors:
• Score of 1: No demonstrated strategic planning experience in the media and entertainment industry. No evidence of having developed, articulated, or executed a multi-year strategic plan for an organization of meaningful scale. Unable to articulate a coherent view of the competitive landscape or strategic priorities relevant to AGMG's business segments.
• Score of 3: Proven strategic track record in one or two business segments relevant to AGMG (e.g., content production, streaming, live entertainment, or advertising), with evidence of having developed and executed a strategic plan that produced measurable results. Demonstrates a reasonable understanding of the competitive dynamics across AGMG's portfolio but may lack direct experience in managing a multi-segment media enterprise.
• Score of 5: Demonstrated transformational strategic leadership across multiple content creation, distribution, and/or technology platforms, with measurable and attributable results. Evidence of having successfully navigated major strategic pivots (e.g., analog-to-digital transition, launch of direct-to-consumer platform, or international expansion). Ability to articulate a compelling, detailed, and actionable strategic vision for AGMG's integrated business portfolio, grounded in a sophisticated understanding of market dynamics, competitive threats, and growth opportunities across all four segments.
Preliminary Considerations for Priya Nair-Whitfield. Ms. Nair-Whitfield was a principal architect of AGMG's entry into the streaming market, having led the development and launch of the Luminos platform in 2019 during her tenure as Executive Vice President of Streaming (2017–2020). She was promoted to Chief Operating Officer in 2020 and has since had direct strategic oversight of all four business segments. She possesses deep familiarity with AGMG's strategic plan as developed during the Vane era and has been responsible for its operational execution. Her tenure and cross-segment experience position her to articulate a strategic vision that reflects intimate knowledge of AGMG's competitive position, organizational capabilities, and growth levers. The Committee should probe whether her vision extends beyond the continuation of existing strategy to encompass bold new strategic directions appropriate for AGMG's next chapter.
Preliminary Considerations for Jonathan Hale. Mr. Hale's strategic credentials are anchored in his eight-year tenure as CEO of Meridian Studios International Inc. (2014–2022), during which he oversaw the company's growth from a mid-tier content production studio to an enterprise that commanded a $3.1 billion acquisition price from Zenith Consolidated Entertainment Corp. Prior to Meridian, Mr. Hale served as President of Broadcast & Cable at Solaris Media Group Inc., where he was responsible for strategic direction of the company's television production and distribution businesses. Mr. Hale's strategic experience is strongest in the areas of studio-based content production and traditional media distribution. However, his track record in streaming platform operations, direct-to-consumer digital distribution, and e-commerce is less well established. The Committee should assess whether Mr. Hale's studio and production-oriented strategic lens is well suited to AGMG's diversified portfolio, or whether it would result in a strategic orientation disproportionately focused on content creation at the expense of the Company's digital, e-commerce, and advertising segments.
C. Criterion 2: Operational Execution Capability
Weight: 15 / 100
Description. This criterion assesses the candidate's proven ability to manage complex, multi-divisional organizations at a scale comparable to AGMG. The Company's operations encompass approximately 23,400 employees worldwide, four distinct business segments, annual revenues of approximately $4.37 billion, and EBITDA of approximately $812 million at an 18.6% margin. The CEO must be capable of managing profit-and-loss responsibility at this scale, overseeing capital allocation across business units, driving operational efficiency and cost management, and ensuring effective execution of strategic priorities through a global organizational structure.
Operational execution capability is weighted at 15 points — equal to strategic vision — because AGMG's value proposition depends not only on having the right strategy but on executing it effectively across a geographically dispersed and functionally diverse organization. The transition from one CEO to another inherently creates operational risk, and the candidate's demonstrated ability to maintain and enhance operational performance during periods of leadership change or organizational transformation is a critical qualification.
Scoring Anchors:
• Score of 1: Limited operational management experience, or experience confined to organizations of materially smaller scale than AGMG (e.g., fewer than 2,000 employees, revenues below $500 million). No demonstrated experience managing a multi-divisional organization or overseeing enterprise-level P&L.
• Score of 3: Demonstrated operational management at a media company of intermediate scale (e.g., 5,000–15,000 employees, $1–3 billion in revenue), with evidence of effective P&L management, capital allocation discipline, and operational improvement initiatives. May have operational experience concentrated in one or two business areas rather than across a fully diversified portfolio.
• Score of 5: CEO-level P&L management at a company of comparable or larger scale than AGMG, with quantifiable operational improvement results (e.g., margin expansion, successful integration of acquired businesses, organizational restructuring, cost reduction programs). Demonstrated ability to lead through operational complexity, including management of global operations, multi-divisional business units, and large employee populations.
Preliminary Considerations for Priya Nair-Whitfield. Ms. Nair-Whitfield's operational credentials are among the strongest aspects of her candidacy. As a twelve-year AGMG veteran who has served as Chief Operating Officer since 2020, she has had direct operational oversight of all four business segments and has managed the day-to-day operations of a workforce of approximately 23,400 employees. Her operational authority during the Vane era was extensive, and she has continued to exercise that authority in her capacity as Interim CEO since March 8, 2024. Her deep knowledge of AGMG's operations, processes, vendor relationships, and organizational culture provides a continuity advantage that no external candidate can replicate. The Committee should evaluate her operational performance both during her tenure as COO and during the interim CEO period, including her handling of any operational challenges or decisions that have arisen since Mr. Vane's departure.
Preliminary Considerations for Jonathan Hale. Mr. Hale served as CEO of Meridian Studios International Inc. for eight years. While this tenure demonstrates meaningful CEO-level operational experience, Meridian Studios was a substantially smaller organization than AGMG at the time of its acquisition by Zenith. Meridian's operational scope was primarily concentrated in studio-based content production and distribution, rather than the diversified, multi-segment portfolio that characterizes AGMG. Mr. Hale did not, to our knowledge, manage a direct-to-consumer streaming platform, a live entertainment business, or an e-commerce operation during his time at Meridian. The Committee should assess whether his operational experience translates effectively to the scale and complexity of AGMG's operations, or whether there would be a significant learning curve and transition risk.
D. Criterion 3: Financial Acumen and Capital Markets Credibility
Weight: 10 / 100
Description. This criterion assesses the candidate's understanding of public company financial management, capital structure, capital markets dynamics, and investor relations. The CEO of AGMG must be a credible and effective representative of the Company to its investor base, which includes significant institutional holdings:
• Corvus Peak Capital Partners LP: 8.7% (approximately 35,896,200 shares);
• Thorne Capital Management: 6.3%;
• Ridgeway Asset Management: 5.1%;
• Windermere Pension Trust: 4.4%; and
• Management and Board insiders: 3.2%.
The CEO must also be capable of leading the Company's engagement with sell-side analysts, credit rating agencies, and the broader investment community. AGMG's dual listing on the NYSE and LSE adds a layer of complexity, requiring familiarity with both U.S. and UK capital markets conventions and regulatory requirements.
In addition, the candidate's experience with mergers and acquisitions — including target identification, due diligence, negotiation, integration planning, and post-merger value creation — is relevant, given that AGMG operates in an industry undergoing significant consolidation and that strategic M&A may be an important component of the Company's future growth strategy.
Scoring Anchors:
• Score of 1: Limited public company finance experience. No meaningful track record in investor relations, capital markets transactions, or M&A. Lacks the financial sophistication expected of a public company CEO.
• Score of 3: Competent in financial oversight, with experience as a public company board member or senior executive with exposure to financial reporting, budgeting, and investor relations. May have participated in one or more M&A transactions but without primary leadership responsibility.
• Score of 5: Sophisticated financial leader with a demonstrated track record of creating shareholder value through effective capital allocation, successful capital markets transactions (e.g., equity offerings, debt financings, strategic M&A), and positive, proactive investor relations. Credible and effective in interactions with institutional shareholders, sell-side analysts, and rating agencies.
Preliminary Considerations for Priya Nair-Whitfield. Ms. Nair-Whitfield holds an MBA from Ashford Business School and an undergraduate degree from Imperial College London, providing a strong academic foundation in business and finance. However, her career trajectory at AGMG has been primarily operational and strategic in nature, rather than financially oriented. She has worked closely with CFO Garrett Voss on financial matters and has participated in investor presentations, but her experience in leading capital markets transactions, M&A negotiations, or direct investor relations is less extensive than some candidates may offer. The Committee should assess whether her financial acumen is sufficient for the CEO role or whether it represents a developmental area that would need to be supplemented through strong CFO partnership and Board support.
Preliminary Considerations for Jonathan Hale. Mr. Hale's financial credentials include his leadership of the sale of Meridian Studios to Zenith Consolidated Entertainment Corp. for $3.1 billion, a transaction that involved complex negotiations, financial due diligence, and integration planning. This experience gives Mr. Hale a demonstrated track record in high-stakes M&A and suggests a comfort level with capital markets dynamics. His experience as a public company CEO also implies familiarity with earnings reporting, investor communications, and financial oversight. The Committee should probe the extent of his direct involvement in Meridian's financial management (as opposed to delegation to a CFO) and his track record of capital allocation decisions.
E. Criterion 4: Industry Relationships and External Reputation
Weight: 10 / 100
Description. This criterion assesses the breadth and quality of the candidate's relationships across the media and entertainment industry ecosystem — including content creators, distributors, advertising partners, technology companies, talent agencies, and regulatory bodies — as well as the candidate's external reputation and standing within the industry and the investment community.
AGMG's business depends on its ability to attract and retain top creative talent, to negotiate favorable distribution and licensing agreements, to maintain strong relationships with advertisers and brand partners, and to collaborate with technology providers. The Company's market capitalization of approximately $8.65 billion (£6.82 billion) and its dual listing on the NYSE and LSE require a CEO who possesses international credibility and who is recognized as a prominent leader in the global media and entertainment industry.
Scoring Anchors:
• Score of 1: Limited industry network. Not recognized as a significant figure in the media and entertainment industry. Few or no established relationships with key industry participants.
• Score of 3: Solid industry network within one or two sub-sectors of the media and entertainment industry (e.g., content production, broadcasting, or advertising). Recognized and respected within those sub-sectors but may lack breadth of relationships across the full industry ecosystem. Adequate but not exceptional external reputation.
• Score of 5: Extensive, deep industry network spanning multiple sub-sectors of the media and entertainment industry, including content, distribution, advertising, technology, and talent. Widely recognized and respected as a leading industry figure. Strong relationships with key decision-makers at peer companies, major talent agencies, technology partners, and regulatory bodies. International credibility consistent with the demands of leading a dual-listed, global media enterprise.
Preliminary Considerations for Priya Nair-Whitfield. Ms. Nair-Whitfield has developed significant industry relationships during her twelve years at AGMG, particularly in the streaming, digital content, and technology segments. Her role as COO has required extensive external engagement with content partners, technology vendors, and industry associations. However, her external profile may be somewhat lower than that of a long-tenured CEO who has served as the public face of a major media company, as her external-facing role at AGMG has been secondary to that of the CEO.
Preliminary Considerations for Jonathan Hale. Mr. Hale's eight-year tenure as CEO of Meridian Studios, combined with his prior role as President of Broadcast & Cable at Solaris Media Group, has given him a substantial industry network and external profile, particularly in the content production and studio segments. His involvement in the $3.1 billion Meridian sale to Zenith would have further expanded his relationships with investment bankers, institutional investors, and strategic counterparties. The Committee should assess the breadth of his network beyond the traditional studio and production community, particularly in the digital, streaming, and e-commerce spaces that are central to AGMG's growth strategy.
F. Criterion 5: Digital and Technological Fluency
Weight: 10 / 100
Description. This criterion assesses the candidate's understanding of and experience with digital transformation, streaming technology, data analytics, artificial intelligence and machine learning applications in content creation and distribution, and e-commerce platform development and operations. The weight assigned to this criterion reflects the centrality of digital capabilities to AGMG's strategy: the Streaming & Digital Content segment is the Company's largest (42% of revenue, or $1,835.4 million), and the Luminos platform is the principal engine of the Company's growth strategy. Moreover, the E-Commerce & Merchandising segment (19% of revenue, or $830.3 million) depends on sophisticated digital platform capabilities, and the Advertising & Brand Partnerships segment (15% of revenue, or $655.5 million) is increasingly reliant on programmatic, data-driven advertising technology.
The media and entertainment industry is undergoing a technological transformation that is reshaping content creation, distribution, monetization, and audience engagement. The next CEO must not only understand these dynamics but must be capable of leading AGMG's continued investment in and adoption of emerging technologies, and of making informed decisions about technology strategy, platform architecture, and data capabilities.
Scoring Anchors:
• Score of 1: Limited understanding of digital technology and its application in media and entertainment. No demonstrated experience leading digital transformation or managing technology-driven businesses. Unable to engage substantively on topics such as streaming platform architecture, data analytics, AI/ML applications, or e-commerce technology.
• Score of 3: Adequate understanding of digital technology and its strategic importance, with some exposure to digital transformation initiatives or technology-driven businesses. May have overseen digital initiatives as one component of a broader role but without primary responsibility for technology strategy or platform operations.
• Score of 5: Deep digital and technological fluency, with a track record of leading or sponsoring transformational digital initiatives — such as the launch of a direct-to-consumer streaming platform, the development of a data analytics capability, or the implementation of AI/ML-driven content or advertising technology. Recognized as a technology-forward leader within the industry. Capable of engaging substantively with AGMG's technology leadership team and of making informed strategic decisions regarding technology investments, platform evolution, and digital innovation.
Preliminary Considerations for Priya Nair-Whitfield. Ms. Nair-Whitfield's digital credentials are among the strongest aspects of her candidacy. She joined AGMG in 2012 as Senior Vice President of Digital Strategy, a role in which she was responsible for developing the Company's initial digital roadmap. She was promoted to Executive Vice President of Streaming in 2017 and led the development and launch of the Luminos platform in 2019 — a transformational initiative that has grown Streaming & Digital Content to 42% of AGMG's total revenue. Her subsequent role as COO has included continued oversight of the Company's technology investments and digital capabilities. She possesses genuine, demonstrated digital fluency at a level that few CEO candidates in the media industry can match.
Preliminary Considerations for Jonathan Hale. Mr. Hale's career has been centered in the studio and content production segments of the media industry. While Meridian Studios undoubtedly employed digital tools and technology in its production and distribution operations, Mr. Hale's track record does not include leadership of a direct-to-consumer streaming platform, a significant e-commerce operation, or a data-driven advertising technology business. The Committee should carefully assess his comfort level with and understanding of the digital and technological dimensions of AGMG's business, particularly as they relate to the Luminos platform and the Company's broader digital strategy. An external candidate with limited digital fluency may need to rely heavily on AGMG's existing technology leadership team, which could create a dependency risk.
G. Criterion 6: Cultural Fit and Organizational Leadership
Weight: 10 / 100
Description. This criterion assesses the candidate's compatibility with AGMG's corporate culture, values, and workforce expectations, as well as his or her ability to lead, motivate, and develop AGMG's global workforce of approximately 23,400 employees. AGMG operates across multiple geographies, with its corporate headquarters in London and significant U.S. operations, and its employee base spans a wide range of functions — from creative content development and production to technology engineering, marketing, sales, and corporate operations.
The CEO's leadership style, interpersonal skills, and ability to inspire trust and loyalty across the organization are critical to organizational performance, employee retention, and the successful execution of strategic initiatives. In particular, the Committee should assess each candidate's track record in talent development, succession planning, diversity and inclusion leadership, and organizational transformation — all areas of increasing importance to employees, investors, and other stakeholders.
The departure of a long-tenured CEO such as Marcus Vane inevitably creates a period of organizational uncertainty. The next CEO must be capable of providing stability and direction during this transition period, while also bringing the energy, vision, and fresh perspective needed to propel the organization forward.
Scoring Anchors:
• Score of 1: Significant concerns about cultural compatibility with AGMG. Leadership style or values materially inconsistent with the Company's organizational culture. Limited track record of effective organizational leadership, talent development, or diversity and inclusion.
• Score of 3: Reasonable cultural compatibility with AGMG based on available evidence. Adequate track record of organizational leadership and employee engagement. May require a transition period to build relationships and establish credibility within the organization.
• Score of 5: Strong cultural fit with AGMG. Demonstrated ability to lead and inspire large, diverse, global workforces. Exceptional track record of talent development, succession planning, and diversity and inclusion leadership. Recognized by current and former colleagues as an exceptional organizational leader who fosters high performance, collaboration, and employee engagement.
Preliminary Considerations for Priya Nair-Whitfield. As a twelve-year AGMG veteran who has served in progressively senior leadership roles, Ms. Nair-Whitfield possesses an unparalleled advantage in cultural fit and organizational knowledge. She is known and trusted across the organization, has established deep relationships with senior leaders and front-line employees, and has been a visible champion of AGMG's cultural values and diversity initiatives. Her selection would minimize the organizational disruption associated with a CEO transition and would provide immediate continuity of leadership relationships. The Committee should nonetheless assess whether her deep embeddedness in AGMG's existing culture represents a potential limitation — specifically, whether an insider candidate may be less likely to challenge organizational norms or to drive the kind of cultural transformation that may be needed to position AGMG for its next phase of growth.
Preliminary Considerations for Jonathan Hale. As an external candidate, Mr. Hale would bring fresh perspective and potential change-agent energy to AGMG. However, his entry into the organization would require a meaningful transition period during which he would need to learn AGMG's culture, build relationships with key leaders and employees, and establish credibility. The risk of cultural dislocation — particularly in an organization that is simultaneously navigating a contested governance situation and a CEO transition — is material. The Committee should assess Mr. Hale's track record of organizational leadership at Meridian Studios and Solaris Media Group, including his ability to attract, retain, and develop top talent, and his reputation among former colleagues and direct reports. Reference checks conducted by Hargrove Tate should specifically address these dimensions.
H. Criterion 7: Corporate Governance and Board Interaction
Weight: 5 / 100
Description. This criterion assesses the candidate's experience working constructively with a board of directors, including in contested, complex, or rapidly evolving governance environments. The next CEO of AGMG will need to navigate a governance landscape that may include activist-nominated directors on the Board following the 2024 Annual General Meeting, continued engagement with Corvus Peak and other activist shareholders, and the ongoing demands of dual-listing compliance with both SEC and Financial Conduct Authority ("FCA") requirements.
The candidate must demonstrate an understanding of the respective roles of the CEO and the Board, a commitment to transparency and open communication with directors, and a willingness to work collaboratively with a potentially reconstituted board. The CEO must be prepared to support the Board's oversight function, including its committees, and to engage constructively with directors who may hold divergent views on strategic and governance matters.
Scoring Anchors:
• Score of 1: No meaningful experience interacting with a public company board of directors. No demonstrated understanding of corporate governance principles, board dynamics, or regulatory compliance requirements.
• Score of 3: Adequate experience working with a board of directors, either as a CEO, senior executive, or board member. Demonstrates understanding of corporate governance best practices and the respective roles of management and the board. May lack experience in contested governance environments.
• Score of 5: Extensive experience working with and reporting to a public company board of directors, including in contested, complex, or high-profile governance environments. Demonstrated ability to build constructive relationships with directors across a range of backgrounds and viewpoints. Deep understanding of SEC and FCA governance requirements for dual-listed companies. Recognized as a governance-minded leader.
Preliminary Considerations for Both Candidates. Ms. Nair-Whitfield has worked extensively with the AGMG Board in her capacity as COO and Executive Director but has not served as the primary management interlocutor with the Board in the manner of a CEO. Mr. Hale has CEO-level board interaction experience from his tenure at Meridian Studios. The Committee should assess the quality and effectiveness of each candidate's board engagement, including their ability to communicate with candor, to manage board expectations, and to navigate disagreements.
I. Criterion 8: Stakeholder Management and Communications
Weight: 5 / 100
Description. This criterion assesses the candidate's skill in managing relationships with diverse stakeholders — shareholders, employees, regulators, media, creative talent, and community partners — and the candidate's public communications abil

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