1017-00004 · Entities. Aurelius Global Media Group · Discovery/Class Action

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CALDERWOOD & HARKNESS LLP

CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED

MEMORANDUM

TO: Renata Vasquez, Partner

FROM: Devon Archer, Senior Associate; Nadia Petrov, Associate

DATE: June 2, 2023

RE: Deposition Summary and Analysis — All 18 Depositions C&H Matter No. 1017-00004 Fuentes v. Aurelius Media Americas Inc., LASC Case No. 22STCV38214 (Consolidated) Aldrich v. Aurelius Media Americas Inc., LASC Case No. 22STCV41087

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I. Executive Summary

Between April and May 2023, a total of eighteen (18) depositions were taken across the consolidated class action (Fuentes v. Aurelius Media Americas Inc., LASC Case No. 22STCV38214) and the related individual action (Aldrich v. Aurelius Media Americas Inc., LASC Case No. 22STCV41087). Of these depositions, eleven (11) were noticed and taken by Plaintiffs or by Aldrich's counsel, and seven (7) were taken by the Defense — Calderwood & Harkness LLP ("C&H") on behalf of Aurelius Media Americas Inc. ("AMA"). This memorandum provides a comprehensive summary of the key testimony elicited from each deponent, an assessment of each witness's effectiveness, and an analysis of the implications of the deposition record for the pending and upcoming proceedings in both matters.

The memorandum is organized by category of deponent: (A) Named Plaintiff Depositions (Section II); (B) AMA Witness Depositions (Section III); (C) the Aldrich Deposition (Section IV); and (D) Third-Party and Other Depositions (Section V). A summary deposition count table is provided in Section VI. Sections VII through IX analyze the collective implications of the deposition record for, respectively, the class certification briefing (AMA's opposition is due June 16, 2023), the Aldrich cross-claims, and the overall settlement strategy for both matters.

Each individual deposition summary includes: (1) background information about the deponent; (2) a narrative summary of the key testimony; (3) an assessment of the witness's effectiveness and credibility; and (4) specific implications for class certification briefing, the Aldrich cross-claims (where applicable), and settlement considerations.

Our overall conclusion, based on a careful review of the full deposition record, is that no single deposition produced a "smoking gun" for either side. There was no internal memorandum directing employees to forgo breaks, no executive admission of a deliberate scheme to deprive workers of meal or rest periods, and no class member who testified that breaks were invariably and universally denied. Conversely, there was no deposition testimony establishing that AMA's meal and rest break policies were uniformly complied with across all facilities, show units, and production environments. The depositions confirm the inherent uncertainties in both matters and, in our judgment, the deposition record supports a negotiated resolution within the settlement ranges previously estimated: $10–15 million (gross settlement amount) for the class action, and $1.5–3.0 million for the Aldrich matter. The specific bases for these assessments are detailed throughout this memorandum and summarized in Section IX.

II. Named Plaintiff Depositions

A. Marisol Fuentes — May 2, 2023 (6 hrs. 22 min.)

Background. Marisol Fuentes is a former Production Coordinator in AMA's Unscripted Programming Division. She was employed by AMA from March 14, 2019 through August 5, 2022 — a period of approximately three years and five months. Throughout her employment, Ms. Fuentes worked at AMA's Studio City facility, designated internally as Facility 2, located at 4024 Penmark Strategy Partners Avenue, Studio City, California 91604. At the time of her separation from AMA, her hourly rate of pay was $28.50 per hour. Ms. Fuentes is the lead named plaintiff in the consolidated class action and appears first in the case caption. Her deposition was taken by C&H at our offices and lasted six hours and twenty-two minutes, including breaks.

Key Testimony. Ms. Fuentes provided testimony across a range of topics relevant to the class claims, including her personal experience with meal and rest break practices at the Studio City facility, her familiarity (or lack thereof) with AMA's timekeeping system, and the culture surrounding break practices on production days.

Meal Break Frequency. Ms. Fuentes testified that she "rarely" received a full, uninterrupted 30-minute meal period during shooting days. When pressed to quantify her experience, she estimated that she received a compliant meal break on "maybe one out of every three or four shoot days." She testified that on shooting days, the production pace made it "practically impossible" to leave the set area for a full 30 minutes without risking disruption to the production schedule. She described instances in which she ate at her workstation while continuing to perform duties, or in which she was called back from a break before the 30-minute period had elapsed. Her testimony on this point was detailed, specific, and delivered with apparent sincerity.

TimeTrack Pro Missed Meal Attestation Feature. Critically, Ms. Fuentes testified that she was entirely unaware of the existence of the TimeTrack Pro Missed Meal Attestation feature — the system feature that, when activated, allows employees to report a missed meal period at the time clock, triggering an automatic override of the auto-deduction and generating a meal period premium payment. This testimony is particularly significant because the attestation feature was not activated at the Studio City facility (Facility 2). AMA's own records confirm that Facility 2 was one of three facilities (along with Facility 4 — Burbank and Facility 7 — El Segundo) at which the attestation feature was never activated during the relevant class period. Ms. Fuentes's lack of awareness is therefore consistent with the objective system configuration: even had she wished to use the feature, it was unavailable to her.

Off-the-Clock Work. Ms. Fuentes provided testimony regarding pre-shift work that she contends was not recorded in the TimeTrack Pro system. She testified that pre-shift setup activities — including organizing production materials, setting up communication equipment, confirming call sheets, and coordinating with crew leads — typically began 30 to 45 minutes before her official clock-in time. She stated that this pre-shift work was a practical necessity because "[i]f you showed up at call time and started setting up, you were already behind." She testified that this time was not captured in TimeTrack Pro and that she was not compensated for it.

Cross-Examination — HR Complaints. On cross-examination, Ms. Fuentes acknowledged that during her more than three years of employment at AMA, she did not file any formal complaint with the Human Resources department regarding missed meal periods, missed rest breaks, or off-the-clock work. She testified that she "didn't think it would do any good" and that "nobody I worked with ever filed a complaint about breaks." She further acknowledged that she was aware of the existence of the HR department and knew how to contact it.

Non-Shooting Days. Also on cross-examination, Ms. Fuentes acknowledged that on non-shooting days — specifically office days and production preparation days — she typically received full, compliant meal and rest breaks. She estimated that approximately 40–50% of her workdays were non-shooting days, although she noted that this percentage varied by production cycle and show unit assignment.

Assessment. Ms. Fuentes is a sympathetic and generally credible witness. Her testimony regarding the conditions at the Studio City facility — and particularly the absence of the attestation feature — is powerful evidence for Plaintiffs. She presented as earnest and straightforward, and her descriptions of the production environment were specific and plausible. Her testimony about pre-shift setup work is consistent with the declarations submitted by other class members in connection with the class certification motion.

However, her acknowledgment that conditions varied materially between shooting days and non-shooting days is a significant concession that supports AMA's individualized inquiry defense on class certification. If the meal break experience depended on whether a particular employee was assigned to a shooting day on a particular date, that is precisely the type of individualized factual determination that militates against class treatment.

Her failure to file any formal HR complaint during her employment is a weakness, though it is consistent with Plaintiffs' broader cultural-pressure narrative — the argument that AMA's production culture implicitly discouraged employees from raising break-related complaints. Whether that narrative is sufficient to overcome the absence of formal complaints will depend on the Court's assessment of the broader evidence.

Implications. Certification. Ms. Fuentes's facility-specific experience at Facility 2, where the attestation feature was deactivated, strengthens Plaintiffs' argument regarding the three facilities where the feature was never activated. It supports the contention that employees at those facilities had no mechanism to report missed breaks and no ability to trigger premium payments. At the same time, her experience undermines Plaintiffs' argument that the break-deprivation experience was uniform across all AMA facilities, because her testimony is inherently limited to the conditions at Facility 2 and cannot speak to conditions at the four facilities where the attestation feature was activated and available.

Settlement. Ms. Fuentes's deposition has a moderate impact on settlement considerations. As the lead named plaintiff, she will be the face of any trial presentation for the class. Her sympathetic presentation increases Plaintiffs' leverage at trial, but her acknowledged variability between shooting and non-shooting days somewhat limits the force of her testimony as representative of the class experience.

B. Derek Halloran — May 9, 2023 (5 hrs. 48 min.)

Background. Derek Halloran is a former Post-Production Assistant in AMA's Digital Content Division. He was employed by AMA from June 1, 2020 through November 30, 2022 — approximately two years and six months. Mr. Halloran worked exclusively at AMA's Hollywood facility, designated internally as Facility 5, located at 1438 N. Gower Street, Hollywood, California 90028. His hourly rate of pay at the time of his separation was $24.75 per hour. Mr. Halloran is a named plaintiff in the consolidated class action. His deposition was taken by C&H and lasted five hours and forty-eight minutes.

Key Testimony. Meal Break Frequency. Unlike Ms. Fuentes, Mr. Halloran testified that he was "usually" able to take a meal break during his post-production shifts. He described a general work pattern in which he had sufficient time to leave his workstation and take a 30-minute meal break during a typical production day. He qualified this testimony, however, by noting that during "crunch periods" — which he defined as the final two to three weeks before a content delivery deadline — he frequently worked through meal periods due to the volume of editing tasks and the tight production timeline. He estimated that crunch periods occurred approximately four to six times per year during his employment, each lasting two to three weeks.

TimeTrack Pro Missed Meal Attestation Feature. Mr. Halloran's testimony regarding the attestation feature diverged sharply from Ms. Fuentes's. He testified that he was aware of the existence of the Missed Meal Attestation feature on the TimeTrack Pro system. The attestation feature was activated at the Hollywood facility (Facility 5), and Mr. Halloran confirmed that he knew it was available. However, he testified that he "never used it because nobody else did and I didn't want to cause problems." When asked to elaborate on what "problems" he anticipated, he testified that he was concerned about being perceived as "difficult" or "not a team player" by his supervisors. He acknowledged that no supervisor or manager had ever expressly told him not to use the feature or threatened any adverse consequence for using it.

Off-the-Clock Work. Mr. Halloran testified to approximately 15 to 30 minutes of off-the-clock work per shift, which he attributed to the time required to log in to editing systems, boot up workstations, load project files, and set up his workspace before his official start time. He described this as a routine part of the post-production workflow and stated that he was not compensated for this time.

Assessment. Mr. Halloran is a materially weaker named plaintiff than Ms. Fuentes. His testimony that he "usually" received meal breaks during his shifts significantly undercuts the class narrative of systematic, uniform denial of meal periods. His acknowledgment that the attestation feature was available to him but unused — by his own choice, based on subjective concerns about workplace dynamics — supports AMA's argument that employees at facilities where the feature was activated had the opportunity to report missed breaks and trigger premium payments but elected not to do so for personal reasons.

His subjective reason for not using the feature — a desire to avoid "causing problems" — may support Plaintiffs' cultural-intimidation argument to some degree. However, this is an inherently individualized issue. Different employees at different facilities may have had different reasons for using or not using the feature, and the Court will need to evaluate each employee's subjective motivation individually. This is precisely the type of inquiry that counsels against class treatment.

Implications. Certification. Mr. Halloran's testimony presents mixed implications for certification. AMA can use his testimony to demonstrate variation between facilities (Facility 5, where the attestation feature was activated, versus Facility 2, where it was not) and between job types (post-production work with a more predictable schedule versus unscripted production work with an unpredictable shooting schedule). His experience differs from Ms. Fuentes's in material respects, which supports AMA's argument that no single named plaintiff is typical of the proposed class.

Typicality. His experience diverges markedly from that of both Ms. Fuentes and Ms. Padilla (discussed below). The three named plaintiffs worked at three different facilities, in three different divisions, with three different supervisory structures and three different experiences regarding the availability and use of the attestation feature. This variation directly supports AMA's challenge to the typicality requirement under California Code of Civil Procedure Section 382 and the Brinker framework.

Settlement. Mr. Halloran is the weakest of the three named plaintiffs for trial purposes. His testimony somewhat diminishes Plaintiffs' leverage in settlement discussions, though this effect is partially offset by the strength of Ms. Fuentes's and Ms. Padilla's testimony.

C. Yesenia Padilla — May 16, 2023 (5 hrs. 15 min.)

Background. Yesenia Padilla is a former Segment Coordinator in AMA's Live Events Division. She was employed by AMA from January 10, 2018 through May 17, 2022 — a period of approximately four years and four months. Ms. Padilla worked at AMA's Burbank facility, designated internally as Facility 4, located at 3800 W. Alameda Avenue, Burbank, California 91505. Her hourly rate of pay at the time of her separation was $31.00 per hour. Ms. Padilla is a named plaintiff in the consolidated class action. Her deposition was taken by C&H and lasted five hours and fifteen minutes.

Key Testimony. Meal Break Frequency. Ms. Padilla testified that live events required crews to be "on their feet and ready the entire show" and that meal breaks were "practically impossible" during live productions. She described live events as extended, continuous production blocks — typically lasting four to eight hours with no planned interruption — during which production personnel were expected to remain in position and available at all times. She testified that even when a break was nominally scheduled, the unpredictable nature of live programming (audience management, talent issues, technical problems) meant that breaks were frequently interrupted or canceled entirely.

TimeTrack Pro Missed Meal Attestation Feature. Ms. Padilla confirmed that the Missed Meal Attestation feature was not available at the Burbank facility (Facility 4). This is consistent with AMA's own records, which show that the attestation feature was not activated at Facility 4 during the relevant period. Like Ms. Fuentes, Ms. Padilla testified that she was unaware the feature existed.

Off-the-Clock Work. Ms. Padilla testified to 30 to 45 minutes of pre-show setup and post-show breakdown time that was not recorded in the TimeTrack Pro system. She described pre-show setup as including equipment checks, communication with stage managers, review of segment rundowns, and coordination with talent handlers. Post-show breakdown included securing equipment, filing production notes, and debriefing with the production team. She testified that this work was understood to be part of the job and that she never received compensation for it.

Cultural Norms. Ms. Padilla was the most forceful of the three named plaintiffs in describing the cultural norms surrounding breaks at AMA. She testified: "Everyone knew you didn't get breaks during a show, and nobody complained because that's just how it worked." She described a production culture in which raising concerns about breaks was perceived as a sign of weakness or lack of commitment. She testified that supervisors never expressly told employees not to take breaks, but that the implicit expectation — communicated through scheduling, staffing, and the pace of production — was that breaks were not a realistic option during live events.

Assessment. Ms. Padilla is the strongest named plaintiff for Plaintiffs' case. Her testimony regarding the Burbank facility — where the attestation feature was disabled — and the unique demands of live-events operations paints a compelling picture of systemic break deprivation that was baked into the operational structure of her division. Her testimony regarding cultural norms is vivid and specific, and it directly supports Plaintiffs' argument that AMA's facially compliant policies were functionally meaningless in practice.

However, several weaknesses should be noted. First, Ms. Padilla left AMA in May 2022 — more than six months before the class action complaint was filed on November 1, 2022. This temporal gap may raise staleness concerns regarding her adequacy as a class representative, particularly with respect to current employees whose working conditions may have changed since Ms. Padilla's departure (and especially after AMA corrected the auto-deduction threshold and activated the attestation feature at all facilities in December 2022). Second, her experience in the Live Events Division is unique among AMA's operational divisions. Live events involve fundamentally different production dynamics than studio-based or field-based production, and her experience may not be representative of the experience of production coordinators and assistants in other divisions. This raises both typicality and adequacy concerns.

Implications. Certification. Ms. Padilla's testimony is powerful on commonality insofar as it demonstrates the impact of the same auto-deduction system and the same absence of the attestation feature at her facility. Her testimony that the attestation feature was unavailable directly connects the systemic policy (auto-deduction without a functional reporting mechanism) to the alleged harm (uncompensated missed meal periods). However, her unique live-events experience raises typicality concerns. The Live Events Division has operational demands that are distinct from other AMA divisions, and Ms. Padilla's experience may not be representative of the class as a whole.

Adequacy. There is a potential challenge to Ms. Padilla's adequacy as a class representative given her departure date and the possible divergence of interests between former employees (whose damages are fixed) and current employees (who may benefit from prospective relief, including policy changes implemented since December 2022).

Settlement. Ms. Padilla is a strong plaintiff for trial purposes. Her vivid testimony and compelling presentation increase Plaintiffs' leverage in settlement negotiations.

III. AMA Witness Depositions

D. Lorraine Okafor (PMK — Timekeeping and Meal/Rest Break Policies) — May 4, 2023 (7 hrs. 0 min.)

Background. Lorraine Okafor is the Senior Vice President of Human Resources at AMA. She has held this position since June 2019, having joined AMA from a prior human resources leadership role at another entertainment company. Ms. Okafor was designated as AMA's Person Most Knowledgeable ("PMK") on the following deposition topics noticed by Plaintiffs' counsel, Castellano Byrne & Salas LLP ("CB&S"): Topic 1 (meal period policies, practices, and procedures), Topic 2 (rest period policies, practices, and procedures), Topic 3 (timekeeping policies and systems, including the auto-deduction mechanism), Topic 5 (employee handbook and training materials related to meal and rest breaks), and Topic 8 (investigation and response to employee complaints regarding meal and rest break violations). Her deposition lasted the full seven hours permitted under the Code of Civil Procedure.

Key Testimony. Facial Compliance of Written Policies. Ms. Okafor confirmed that AMA's written meal and rest break policies, as set forth in the Employee Handbook (last revised January 2022) and the California Addendum to the Handbook, comply with California law on their face. She testified that the written policies track the language of IWC Wage Order 12, Section 11, and Labor Code Section 512. She confirmed that the policies require a 30-minute meal period for shifts exceeding five hours, a second meal period for shifts exceeding ten hours, and paid 10-minute rest periods for every four hours of work or major fraction thereof.

Auto-Deduction Configuration. Ms. Okafor testified regarding a critical discrepancy in the configuration of the TimeTrack Pro auto-deduction mechanism. She confirmed that the auto-deduction was configured to deduct 30 minutes from an employee's recorded time for shifts of six hours or more, rather than the five-hour threshold required under IWC Wage Order 12 and Labor Code Section 512(a). This meant that employees who worked shifts of exactly five hours and one minute through five hours and fifty-nine minutes would not have a meal period deduction applied — but, conversely, the system was applying a presumptive deduction only at six hours, thereby missing the obligation that triggers at five hours. Ms. Okafor described this as a "system configuration issue" that was identified in connection with this litigation and corrected in December 2022. She was unable to explain why the six-hour threshold was originally chosen, other than to state that it was "the configuration that was set up during the initial implementation."

Missed Meal Attestation Feature. The most significant area of Ms. Okafor's testimony concerned the TimeTrack Pro Missed Meal Attestation feature. She testified that the feature was "intended to be activated at all facilities" as part of the March 2019 system rollout. She further testified that the feature's deactivation at three of AMA's seven California facilities — Facility 2 (Studio City), Facility 4 (Burbank), and Facility 7 (El Segundo) — was the result of "an oversight during the second wave of system rollout in March 2019." She explained that the initial rollout occurred in two phases: the first wave covered Facilities 1 (West Hollywood HQ), 3 (Culver City), 5 (Hollywood), and 6 (Santa Monica); the second wave covered Facilities 2, 4, and 7. She testified that during the second wave, the attestation feature was not activated, and this omission was not detected.

When asked when she first became aware that the attestation feature was deactivated at these three facilities, Ms. Okafor testified that she became aware "in approximately November 2022" — after the Fuentes complaint was filed. She testified that the discovery was made in connection with the initial investigation prompted by the litigation. Prior to that date, she stated, she had "assumed" the feature was active at all facilities.

Employee Complaints. Ms. Okafor identified fourteen (14) formal complaints filed by employees during the class period (approximately January 1, 2019 through the present) related to meal and rest break issues. She testified that these complaints came from employees at five of AMA's seven California facilities and from eight of AMA's fourteen active show units. Each complaint was investigated individually by the Human Resources department. Of the fourteen complaints, nine (9) resulted in meal period premium payments to the complaining employee, and five (5) were determined to be compliant after investigation (i.e., the investigation concluded that the employee had, in fact, received a compliant break).

Training on Attestation Feature. Ms. Okafor acknowledged that AMA did not conduct any formal classroom training, online training module, or written instructional session specifically regarding the TimeTrack Pro Missed Meal Attestation feature. When asked how employees were expected to learn about the feature, she testified: "Managers were expected to familiarize employees with the time clock system during onboarding." She acknowledged that there was no written protocol requiring managers to specifically explain the attestation feature and that AMA had no documentation confirming that any individual manager had, in fact, explained the feature to any individual employee.

Assessment. Ms. Okafor was a well-prepared and generally credible witness. She was responsive to questions, maintained composure throughout a full-day deposition, and did not make significant unforced errors. She presented as a knowledgeable corporate representative who had reviewed the relevant policies and system configurations in preparation for her testimony.

However, several significant concessions emerged during her deposition that have material implications for both the class action and the Aldrich matter. The "oversight" explanation for the attestation feature deactivation at three facilities, while facially plausible, will be heavily scrutinized by Plaintiffs and by the Court. Plaintiffs will argue — with some force — that the "oversight" persisted for nearly four years, from the March 2019 second-wave rollout through the December 2022 correction, and that the failure to detect the omission over such an extended period suggests either deliberate neglect or a systemic indifference to the effectiveness of the company's own compliance mechanisms. AMA's response — that the feature was intended to be activated and that its deactivation was genuinely inadvertent — is supportable but is weakened by the absence of any audit, quality-control check, or periodic review that might have caught the error sooner.

Ms. Okafor's acknowledgment that AMA did not conduct formal training on the attestation feature is a significant concession. It supports Plaintiffs' argument that the feature was functionally useless even at the facilities where it was activated. If employees were unaware of the feature's existence — as both Ms. Fuentes and Mr. Halloran testified, albeit for different reasons — then the feature cannot serve as evidence that AMA "provided" its employees with an effective mechanism to report missed breaks.

The fourteen formal complaints, and the fact that nine resulted in premium payments, present a complex picture. On the one hand, the complaints demonstrate that AMA had a functioning complaint process and responded to individual complaints with corrective action. On the other hand, the complaints confirm that meal and rest break violations occurred at five of seven facilities and across more than half of AMA's show units — suggesting that the problem was not isolated to a single facility or production environment.

Implications. Certification. Ms. Okafor's testimony presents mixed implications for certification. On the one hand, her confirmation that the auto-deduction was applied uniformly across all California facilities — with the same system, the same 6-hour threshold, and the same deduction amount — supports Plaintiffs' argument that a common question exists regarding the legality and impact of the auto-deduction mechanism. On the other hand, her testimony regarding the individualized complaint process (14 complaints, each investigated individually, with different outcomes) supports AMA's argument that liability determinations are inherently individualized.

Merits. The 6-hour versus 5-hour threshold discrepancy is an independent compliance issue that AMA has already corrected but that Plaintiffs will highlight as evidence of systemic noncompliance. This issue is analytically distinct from the meal break deprivation claims and may support a separate theory of liability based on the auto-deduction itself, regardless of whether individual employees actually received compliant breaks.

Settlement. Ms. Okafor's testimony solidifies AMA's vulnerabilities on the attestation feature gap and the absence of formal training. These are issues that increase AMA's settlement exposure because they are difficult to explain to a jury in a way that is sympathetic to the company.

E. Celine Arroyo (PMK — Production Scheduling and Staffing) — May 11, 2023 (6 hrs. 30 min.)

Background. Celine Arroyo is the Director of Production Operations at AMA. She was designated as AMA's Person Most Knowledgeable on Topics 4 (production scheduling practices and procedures), 6 (staffing levels and supervisor-to-employee ratios on production days), 7 (pre-shift and post-shift work requirements and recording practices), and 9 (second meal period practices for shifts exceeding ten hours). Her deposition was taken by Plaintiffs' counsel (CB&S) and lasted six hours and thirty minutes.

Key Testimony. Variation in Production Schedules. Ms. Arroyo confirmed that there is significant variation in production schedules across AMA's fourteen active show units. She testified that each show unit operates according to its own production calendar, which is determined by the nature of the program (studio-based, field-based, or hybrid), the network or platform delivery schedule, the number of episodes per season, and the specific requirements of the show format. She described this variation as inherent in the entertainment production industry and not unique to AMA.

Specific Show Unit Examples. Ms. Arroyo provided detailed examples of show units with materially different scheduling practices, which are directly relevant to the certification analysis:

• Studio-based show "Kitchen Clash" (filmed at Facility 1, West Hollywood HQ): Ms. Arroyo testified that "Kitchen Clash" operated on a consistent schedule of approximately nine-hour production days. She described a "structured" production environment in which meal breaks were scheduled at a designated time, production staff clocked out for lunch at that time, and the break was reliably taken. She attributed this regularity to the controlled studio environment, the predictability of the cooking-competition format, and the show's experienced production team.

• Field-based show "Summit Challenge" (coordinated from Facility 4, Burbank): Ms. Arroyo testified that "Summit Challenge" involved significantly longer production days — typically 14 to 16 hours on location shoot days — in remote outdoor environments. She acknowledged that while meal breaks were scheduled in the daily call sheet for every production day, they were "sometimes difficult to implement on remote locations" due to logistical constraints including weather conditions, natural lighting windows, and the physical difficulty of transporting catering to remote filming sites. She described instances in which scheduled meal breaks were shortened, delayed, or relocated to accommodate production needs.

The contrast between these two show units — one with reliable, structured breaks and one with frequent disruptions — is precisely the type of evidence that supports AMA's certification defense.

Production Protocols — Daily Call Sheet. Ms. Arroyo testified that AMA's production protocols require the inclusion of a designated meal break in the daily call sheet for every production day, regardless of the show unit or production format. She described this as a company-wide standard that applies across all facilities and all show units. She confirmed that the call sheet is prepared by the Unit Production Manager or Line Producer and distributed to all crew members in advance of the production day.

Off-the-Clock Work. Regarding the off-the-clock work allegations, Ms. Arroyo testified: "Production coordinators and assistants are expected to arrive at call time and begin work at call time. Any setup that occurs before call time should be reflected in an earlier call time." She described this as AMA's policy and stated that if pre-call-time work was required, the call time should be adjusted accordingly. She acknowledged, however, that "in practice, some crew members arrive early to 'get ahead' on tasks," but characterized this as "voluntary and not directed by AMA." She stated that AMA does not have a policy requiring employees to arrive before call time or to perform any work before their scheduled start.

Assessment. Ms. Arroyo was an effective witness for the defense on the variability issue. Her testimony regarding the facility-by-facility and show-by-show differences in production scheduling, meal break implementation, and supervisory practices strongly supports AMA's certification defense, which rests on the argument that individualized inquiry predominates because the question of whether any given employee received a compliant break on any given day depends on a host of facility-specific, show-specific, and day-specific variables.

Her acknowledgment regarding "Summit Challenge" field production meal break difficulties is a vulnerability for AMA on the merits, as it concedes that AMA's policies were not always effectively implemented in practice. However, this concession is limited to one show unit and is framed by Ms. Arroyo as a function of the unique logistical challenges of remote field production, not as evidence of a company-wide policy failure.

Her characterization of pre-shift early arrival as "voluntary" may be challenged by Plaintiffs, who will argue that the production culture effectively required early arrival and that employees had no realistic choice but to arrive before call time if they wished to perform their duties competently. This is a factual dispute that is likely to be resolved differently for different employees at different facilities and show units — again supporting AMA's individualized-inquiry argument.

Implications. Certification. Ms. Arroyo is a strong defense witness for the certification opposition. Her testimony directly supports the expert opinion of Dr. Priya Makhija (AMA's designated expert on production operations and scheduling variability) regarding the significant variation across show units. We should pair her testimony with Dr. Makhija's supplemental analysis in the certification opposition.

Merits. Her testimony presents a mixed picture on the merits. It confirms that AMA's policies are facially compliant and that the call sheet protocol is company-wide, but it also reveals that operational reality diverges from written policy at certain show units — particularly field-based and hybrid productions.

Settlement. Moderate impact. Her testimony does not materially alter the settlement calculus but provides useful context for the certification opposition.

F. Karen Fong (Payroll Manager) — May 18, 2023 (4 hrs. 45 min.)

Background. Karen Fong is the Payroll Manager at AMA. She has held this position since 2018 and was directly involved in the March 2019 rollout of the TimeTrack Pro timekeeping and payroll system. Her deposition was taken by Plaintiffs' counsel (CB&S) and lasted four hours and forty-five minutes. She was not designated as a PMK but was deposed in her individual capacity as a fact witness with knowledge of the system implementation and payroll processing.

Key Testimony. TimeTrack Pro System Configuration. Ms. Fong provided detailed technical testimony regarding the TimeTrack Pro system, the payroll processing workflow, and the mechanics of the auto-deduction mechanism. She confirmed that the auto-deduction was applied uniformly to all shifts of six hours or more across all AMA California facilities. She explained the technical operation of the deduction: when an employee's recorded clock-in and clock-out times reflected a shift of six hours or more, the system automatically deducted 30 minutes from the employee's total hours worked, on the assumption that the employee had taken a 30-minute meal period. This deduction occurred during payroll processing, before the generation of the employee's paycheck.

Attestation Feature Override Mechanism. Ms. Fong testified that when an employee used the Missed Meal Attestation feature — available at the time clock terminal — the system automatically overrode the 30-minute deduction for that shift and generated a one-hour meal period premium payment in the next pay cycle. She described this as an automated process that required no manual intervention by the payroll department. She confirmed that the override and premium payment were generated correctly in every instance in which the attestation feature was used at a facility where it was activated.

March 2019 System Rollout. Ms. Fong testified that she was involved in the March 2019 system rollout and that the activation of the Missed Meal Attestation feature at each facility "was part of the implementation checklist." She recalled that the rollout involved a multi-step process: NovaPay Solutions Inc. (the system vendor) configured the system according to AMA's specifications, and AMA personnel were responsible for confirming that each feature was properly activated at each facility. She testified that the rollout was completed in two waves and that she believed the attestation feature was activated at all facilities.

Inability to Identify Responsible Person. Critically, Ms. Fong could not recall who was specifically responsible for activating the attestation feature at each facility during the second wave of the rollout. She testified that she did not personally activate the feature at any facility and could not identify the specific individual who was responsible for the activation at Facilities 2 (Studio City), 4 (Burbank), and 7 (El Segundo) — the three facilities where the feature was never activated. She stated: "I know it was on the checklist. I don't know who was responsible for checking it off at each facility." This gap in testimony leaves a hole in AMA's "oversight" narrative: if no one can identify who was responsible for the failure, it is difficult for AMA to establish that the failure was genuinely inadvertent rather than the result of a conscious decision or systemic indifference.

Assessment. Ms. Fong was a solid, technically competent witness. Her testimony was precise and responsive, and she demonstrated a thorough understanding of the TimeTrack Pro system and the payroll processing workflow. She did not make any significant errors or concessions beyond those inherent in the facts.

Her inability to identify the person responsible for the attestation feature activation failure is a notable gap. It prevents AMA from offering a complete "oversight" explanation: the company can establish that the feature was intended to be activated and that it appeared on an implementation checklist, but it cannot identify who failed to execute the checklist or explain why the failure was not detected for nearly four years.

Her confirmation of the mechanical uniformity of the auto-deduction — the same system, the same configuration, applied in the same way at all facilities — supports Plaintiffs' commonality argument. This testimony, combined with Ms. Okafor's and Mr. Yee's testimony (discussed below), establishes that the auto-deduction was a single, company-wide system applied uniformly to all non-exempt employees, which is the type of common question that typically supports class certification.

Implications. Certification. Slightly favors Plaintiffs. Ms. Fong's testimony confirms the uniform application of the auto-deduction across all facilities, which supports the argument that the legality and impact of the auto-deduction is a common question susceptible to class-wide proof.

Merits. Neutral technical testimony that does not independently advance either side's position on the substantive merits.

Settlement. Minimal impact on the settlement calculus.

G. Jonathan Mercer (President, AMA) — May 23, 2023 (3 hrs. 15 min.)

Background. Jonathan Mercer is the President of Aurelius Media Americas Inc. He has held this position since March 2018. Mr. Mercer's deposition was noticed by Aldrich's counsel, Cameron Whitfield of Whitfield & Associates, in the individual action (Aldrich v. Aurelius Media Americas Inc., LASC Case No. 22STCV41087). Class counsel (CB&S) attended the deposition by agreement of the parties. The deposition was limited in scope to the Aldrich termination and the restructuring directive that precipitated the conflict between Mr. Mercer and Mr. Aldrich. The deposition lasted three hours and fifteen minutes.

Key Testimony. October 2022 Restructuring Directive. Mr. Mercer testified regarding the October 2022 restructuring directive that he issued to Mr. Aldrich. He characterized the restructuring as a cost-efficiency measure necessitated by declining third-quarter 2022 advertising revenues, which he testified had fallen approximately 18% year-over-year. He denied that the restructuring was designed to misclassify employees or to eliminate positions in a manner that would circumvent AMA's obligations under California employment law. He testified that the restructuring involved a reorganization of certain production coordinator and assistant positions from full-time hourly employment to project-based independent contractor arrangements, and that he directed Mr. Aldrich, as SVP of Original Content, to implement the transition within his division.

DLP Audit. Mr. Mercer confirmed that the Data Loss Prevention ("DLP") audit was initiated by AMA's Information Technology Security department in August 2022 as a "routine audit" of data transmission activity by senior personnel. He testified that the audit was not triggered by the dispute with Mr. Aldrich, which he stated did not arise until October 2022. He denied any connection between the DLP audit and the restructuring conflict.

Termination Decision. Mr. Mercer testified that the decision to terminate Mr. Aldrich's employment "for cause" on October 14, 2022 was based on "the totality of the circumstances," which he described as including both the DLP audit findings (unauthorized transmission of proprietary materials to Halcyon Creek Productions LLC) and Mr. Aldrich's insubordination (refusal to implement the restructuring directive and dissemination of a disparaging email to subordinates).

Timeline Admission. On cross-examination by Mr. Whitfield, Mr. Mercer acknowledged that he did not review the DLP audit findings in detail until October 13, 2022 — three days after the insubordination incident of October 10, 2022. He testified that the DLP findings were compiled by AMA's IT Security team and reported to the General Counsel's office (in London) on or about September 6, 2022. He acknowledged that no action was taken on the DLP findings between September 6 and October 13 — a period of approximately five weeks. When asked why the findings were not acted upon sooner, he testified: "It was being reviewed through the appropriate channels. I don't control the pace of legal review."

This timeline admission is significant because it supports Mr. Aldrich's pretext narrative. The temporal sequence is as follows: the DLP audit findings were known to AMA as early as September 6, 2022; no action was taken for over a month; the insubordination incident occurred on October 10, 2022; Mr. Mercer reviewed the DLP findings on October 13; and Mr. Aldrich was terminated on October 14. Aldrich's counsel will argue — and has already previewed this argument — that the DLP findings were conveniently invoked as a post hoc justification for a termination that was actually motivated by Mr. Aldrich's refusal to implement the restructuring directive.

"London Suits" Email. Mr. Mercer characterized Mr. Aldrich's October 10, 2022 email to subordinates — in which Mr. Aldrich wrote, among other things, "the London suits are gutting our operation" — as a "deliberate effort to undermine my authority and destabilize the team." He testified that the email was sent to approximately fifteen employees in Mr. Aldrich's division and that several employees raised the email with their supervisors, creating "confusion and concern" about the restructuring plan.

Assessment. Mr. Mercer was generally credible and composed during his deposition. He presented as a senior executive with a command of the business context and a clear understanding of the events surrounding Mr. Aldrich's termination. He did not become evasive or combative, and he acknowledged the timeline facts candidly.

However, the timeline admission is significant and was effectively highlighted by Aldrich's counsel. The five-week gap between the DLP findings report (September 6) and Mr. Mercer's review of the findings (October 13) — combined with the fact that the review occurred only three days after the insubordination incident — creates a circumstantial inference that the DLP findings were not the primary motivation for the termination but were instead seized upon as an after-the-fact justification. This inference is not dispositive, but it is the type of temporal coincidence that is difficult to explain away at trial.

Implications. Aldrich Cross-Claims. Mr. Mercer's timeline testimony weakens AMA's "for cause" defense on the insubordination ground. However, it does not negate the independent strength of the confidentiality-violation ground (the Halcyon Creek transmissions), which does not depend on the temporal sequence of Mr. Mercer's review. AMA's strongest argument for "for cause" termination is the confidentiality violation itself, not the insubordination.

Settlement. Mr. Mercer's deposition increases AMA's settlement exposure in the Aldrich matter by reinforcing the pretext narrative that Aldrich's counsel will present at trial. The timeline issue, standing alone, is probably not sufficient to defeat AMA's "for cause" defense, but it creates enough uncertainty to increase Aldrich's settlement leverage.

H. Dwayne Prescott (VP, Unscripted Programming) — May 25, 2023 (4 hrs. 30 min.)

Background. Dwayne Prescott is the Vice President of Unscripted Programming at AMA. He has held this position since July 2020. During his tenure, Mr. Prescott reported directly to Gavin Aldrich, who served as SVP of Original Content and Executive Producer until his termination in October 2022. Mr. Prescott's deposition was noticed by Aldrich's counsel (Whitfield & Associates) in the individual action, with class counsel attending by agreement. The deposition lasted four hours and thirty minutes.

Key Testimony. Proprietary Value of Show Format Bibles. Mr. Prescott provided detailed testimony regarding the proprietary value of AMA's show format bibles and the Summit Challenge revenue model. He testified that the show format bibles are comprehensive proprietary documents that describe in detail the creative concept, competitive structure, production methodology, casting criteria, location requirements, and episode-by-episode format for each show. He testified that these documents represent significant investments of creative and financial resources and are treated as among AMA's most sensitive proprietary materials. He further testified that the Summit Challenge revenue model — which details revenue projections, advertising rate cards, licensing fees, and profit-sharing arrangements — is "confidential financial information that we would never share outside the company without executive authorization."

Authorization Requirements. Mr. Prescott confirmed that external transmission of development materials, including show format bibles, pilot sizzle reels, and revenue models, requires written authorization from either the President of AMA (Jonathan Mercer) or the Vice President of Business Affairs. He testified that this authorization requirement is set forth in AMA's intellectual Property and Content Security Policy and is communicated to all senior creative and production personnel. He confirmed that Mr. Aldrich held no such authorization for any transmissions to Halcyon Creek Productions LLC.

Lack of Knowledge of Halcyon Creek Transmissions. Mr. Prescott testified that he had "no knowledge" that Mr. Aldrich was transmitting AMA proprietary materials to Halcyon Creek until he was informed by Gregory Tanaka (AMA's Director of IT Security) in October 2022, after the DLP audit findings were compiled. He testified that Mr. Aldrich never discussed any Halcyon Creek co-production opportunity with him and that he would have expected to be informed of any such discussions given his role as VP of Unscripted Programming and his direct reporting relationship to Mr. Aldrich.

Relationship with Nina Castellanos. Mr. Prescott confirmed a professional relationship with Nina Castellanos, who is identified in the record as the principal of Halcyon Creek Productions LLC. He testified that Ms. Castellanos was formerly employed at AMA in a senior creative role and that she "left AMA on good terms" in January 2022. He described her as a respected industry professional with whom AMA had maintained a cordial but arm's-length relationship following her departure.

Development Costs. Mr. Prescott provided specific testimony regarding the development costs invested in the three show concepts whose format bibles were transmitted to Halcyon Creek. He testified to approximate development investments as follows: "Apex Endurance" (approximately $120,000), "The Remix" (approximately $85,000), and "Untamed West" (approximately $95,000) — a total of approximately $300,000 in development investment across the three concepts. He testified that all three concepts were in active development at the time of Mr. Aldrich's termination, and that "Apex Endurance" was in preliminary discussions with two major streaming platforms regarding potential licensing agreements.

Assessment. Mr. Prescott was an effective witness in support of AMA's cross-claims against Aldrich. His testimony regarding the authorization requirement, Mr. Aldrich's lack of authorization, and the proprietary nature and value of the transmitted materials was straightforward, specific, and damaging to Mr. Aldrich's defense. He was not significantly weakened on cross-examination. His demeanor was professional and measured, and his testimony was consistent with the documentary record.

Implications. Aldrich Cross-Claims. Mr. Prescott's testimony strongly supports AMA's claims under the California Uniform Trade Secrets Act ("CUTSA"), the breach of contract claim (Section 9.4 of the Employment Agreement), and the breach of fiduciary duty claim. His testimony establishes: (1) the proprietary and confidential nature of the transmitted materials; (2) the specific authorization requirement that Mr. Aldrich violated; (3) Mr. Aldrich's failure to inform his direct report of any purported co-production discussions; and (4) the significant financial investment represented by the transmitted materials. Each of these elements strengthens AMA's affirmative claims.

Settlement. Mr. Prescott's testimony increases AMA's leverage in the Aldrich settlement negotiations by establishing both the value of the misappropriated materials and the unauthorized nature of the transmissions. His specific dollar figures for development costs ($300,000 aggregate) and the Summit Challenge revenue figure ($42 million annual revenue) provide concrete data points that support AMA's damages theories.

IV. Aldrich Deposition

I. Gavin Aldrich — May 22, 2023 (7 hrs. 0 min.)

Background. Gavin Aldrich is the former Senior Vice President of Original Content and Executive Producer at AMA. He was employed by AMA from September 5, 2017 through October 14, 2022 — a period of slightly more than five years. At the time of his termination, his base salary was $485,000 per year, and his most recent annual bonus (for fiscal year 2021) was $225,000. He held 42,500 restricted stock units ("RSUs") in Aurelius Global Media Group PLC ("AGMG"), AMA's UK-based parent company, of which 15,300 were unvested at the time of his termination. Based on the AGMG share price at the time of termination, the estimated value of the unvested RSUs was approximately $332,200.

Mr. Aldrich is the plaintiff in the individual action (Aldrich v. Aurelius Media Americas Inc., LASC Case No. 22STCV41087) and is the subject of AMA's cross-claims in that action. He is represented by Cameron Whitfield and Julia Nazarian of Whitfield & Associates, located at 9465 Wilshire Boulevard, Suite 320, Beverly Hills, California 90212.

Mr. Aldrich's deposition was taken by C&H in the individual action and lasted the full seven hours permitted under the Code of Civil Procedure. The deposition covered the following topics: (1) personal email forwarding; (2) the Halcyon Creek transmissions; (3) the circumstances of his termination; (4) the Employment Agreement and restrictive covenants; (5) his relationship with Nina Castellanos and Halcyon Creek Productions LLC; and (6) his current employment status and mitigation efforts.

Key Testimony. Personal Email Forwarding. Mr. Aldrich testified regarding the DLP audit's finding that he forwarded approximately 340 emails from his AMA corporate email account to his personal email account (galdrich.private@Northgate Software.com) over a 14-month period from approximately July 2021 through September 2022. He characterized this activity as "a matter of convenience," explaining that he frequently worked from home and on his personal device and needed access to AMA materials outside the office. He did not dispute the approximate volume or timeframe of the forwarding activity. He testified that the forwarded emails included "a mix of everything — production schedules, meeting notes, creative briefs, budget summaries" and that he did not review each email for sensitivity before forwarding it.

Halcyon Creek Transmissions. Mr. Aldrich's testimony regarding the Halcyon Creek transmissions is the central issue in the Aldrich matter and the area in which his deposition performance was weakest. He testified that he was "exploring a potential co-production opportunity" with Halcyon Creek Productions LLC on behalf of AMA and that the materials — three show format bibles ("Apex Endurance," "The Remix," and "Untamed West"), two pilot sizzle reels, and the Summit Challenge revenue model — were shared with Halcyon Creek in the context of that purported co-production exploration.

On cross-examination, however, Mr. Aldrich was unable to identify any AMA authorization for the alleged co-production discussions. He acknowledged that he did not inform Jonathan Mercer (President of AMA), Dwayne Prescott (VP of Unscripted Programming and his direct report), or AMA's Business Affairs department of any discussions with Halcyon Creek regarding a co-production arrangement. He could not produce or reference any written proposal, term sheet, letter of intent, deal memo, or email chain reflecting the substance of the purported co-production discussions. When asked whether any document existed memorializing the co-production opportunity he described, he testified: "It was preliminary. It was at the conversation stage. There was nothing in writing yet."

Mr. Aldrich further admitted that the show format bibles were AMA proprietary documents and that the Summit Challenge revenue model constituted "confidential financial information." He did not dispute that the transmission of these materials to an external party without authorization violated the terms of his Employment Agreement and the Acceptable Use and Confidentiality Policy.

Termination. Mr. Aldrich testified that the "for cause" designation applied to his termination was "retaliation for my standing up for my team" — a reference to his refusal to implement the October 2022 restructuring directive, which he characterized as an effort to misclassify production employees as independent contractors. He testified that the DLP audit was a "fishing expedition" initiated after his conflict with Mr. Mercer and designed to manufacture grounds for a for-cause termination that would avoid AMA's severance obligations under the Employment Agreement.

On redirect by his counsel (Mr. Whitfield), Mr. Aldrich testified that the DLP audit "was never mentioned to me before I was fired" and that he first learned of the email forwarding findings and the Halcyon Creek transmission allegations during the termination meeting on October 14, 2022. He testified that he was given no opportunity to respond to the allegations before the termination decision was finalized. This testimony is consistent with Mr. Mercer's acknowledgment that he did not review the DLP findings in detail until October 13, 2022 — one day before the termination.

Employment Agreement and Restrictive Covenants. Mr. Aldrich confirmed that he signed the Employment Agreement on September 5, 2017, and the First Amendment to the Employment Agreement on August 1, 2020. He confirmed that he signed the Acceptable Use and Confidentiality Policy acknowledgment on April 12, 2021. He confirmed his awareness of the restrictive covenant provisions in Section 9 of the Employment Agreement, including the non-competition clause (Section 9.1), the non-solicitation clause (Section 9.2 for employees, Section 9.3 for clients), and the confidentiality clause (Section 9.4).

Mr. Aldrich characterized the non-competition clause (Section 9.1) as "unenforceable under California law" and stated that he had "always understood that." This assertion is legally correct — California Business and Professions Code Section 16600 renders non-competition covenants unenforceable as a matter of law, with narrow exceptions not applicable here. However, as discussed below, this assertion does not address the confidentiality and trade secret claims, which are AMA's strongest cross-claims and which are not affected by Section 16600.

Relationship with Nina Castellanos / Halcyon Creek. Mr. Aldrich described "a long-standing professional relationship" with Nina Castellanos, the principal of Halcyon Creek Productions LLC. He testified that the relationship dated to his prior employment at another production company (before joining AMA) and that he and Ms. Castellanos had maintained regular professional contact throughout the relevant period. He stated that he communicated with Ms. Castellanos through "various channels" — which he described as including phone calls, text messages, and email — but the specific communications were not fully produced in discovery. This issue is the subject of the pending Motion to Compel (Document 73), which seeks to compel Mr. Aldrich to search and produ

CALDERWOOD & HARKNESS LLP
CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED
MEMORANDUM
TO: Renata Vasquez, Partner
FROM: Devon Archer, Senior Associate; Nadia Petrov, Associate
DATE: June 2, 2023
RE: Deposition Summary and Analysis — All 18 Depositions C&H Matter No. 1017-00004 Fuentes v. Aurelius Media Americas Inc., LASC Case No. 22STCV38214 (Consolidated) Aldrich v. Aurelius Media Americas Inc., LASC Case No. 22STCV41087
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I. Executive Summary
Between April and May 2023, a total of eighteen (18) depositions were taken across the consolidated class action (Fuentes v. Aurelius Media Americas Inc., LASC Case No. 22STCV38214) and the related individual action (Aldrich v. Aurelius Media Americas Inc., LASC Case No. 22STCV41087). Of these depositions, eleven (11) were noticed and taken by Plaintiffs or by Aldrich's counsel, and seven (7) were taken by the Defense — Calderwood & Harkness LLP ("C&H") on behalf of Aurelius Media Americas Inc. ("AMA"). This memorandum provides a comprehensive summary of the key testimony elicited from each deponent, an assessment of each witness's effectiveness, and an analysis of the implications of the deposition record for the pending and upcoming proceedings in both matters.
The memorandum is organized by category of deponent: (A) Named Plaintiff Depositions (Section II); (B) AMA Witness Depositions (Section III); (C) the Aldrich Deposition (Section IV); and (D) Third-Party and Other Depositions (Section V). A summary deposition count table is provided in Section VI. Sections VII through IX analyze the collective implications of the deposition record for, respectively, the class certification briefing (AMA's opposition is due June 16, 2023), the Aldrich cross-claims, and the overall settlement strategy for both matters.
Each individual deposition summary includes: (1) background information about the deponent; (2) a narrative summary of the key testimony; (3) an assessment of the witness's effectiveness and credibility; and (4) specific implications for class certification briefing, the Aldrich cross-claims (where applicable), and settlement considerations.
Our overall conclusion, based on a careful review of the full deposition record, is that no single deposition produced a "smoking gun" for either side. There was no internal memorandum directing employees to forgo breaks, no executive admission of a deliberate scheme to deprive workers of meal or rest periods, and no class member who testified that breaks were invariably and universally denied. Conversely, there was no deposition testimony establishing that AMA's meal and rest break policies were uniformly complied with across all facilities, show units, and production environments. The depositions confirm the inherent uncertainties in both matters and, in our judgment, the deposition record supports a negotiated resolution within the settlement ranges previously estimated: $10–15 million (gross settlement amount) for the class action, and $1.5–3.0 million for the Aldrich matter. The specific bases for these assessments are detailed throughout this memorandum and summarized in Section IX.
II. Named Plaintiff Depositions
A. Marisol Fuentes — May 2, 2023 (6 hrs. 22 min.)
Background. Marisol Fuentes is a former Production Coordinator in AMA's Unscripted Programming Division. She was employed by AMA from March 14, 2019 through August 5, 2022 — a period of approximately three years and five months. Throughout her employment, Ms. Fuentes worked at AMA's Studio City facility, designated internally as Facility 2, located at 4024 Penmark Strategy Partners Avenue, Studio City, California 91604. At the time of her separation from AMA, her hourly rate of pay was $28.50 per hour. Ms. Fuentes is the lead named plaintiff in the consolidated class action and appears first in the case caption. Her deposition was taken by C&H at our offices and lasted six hours and twenty-two minutes, including breaks.
Key Testimony. Ms. Fuentes provided testimony across a range of topics relevant to the class claims, including her personal experience with meal and rest break practices at the Studio City facility, her familiarity (or lack thereof) with AMA's timekeeping system, and the culture surrounding break practices on production days.
Meal Break Frequency. Ms. Fuentes testified that she "rarely" received a full, uninterrupted 30-minute meal period during shooting days. When pressed to quantify her experience, she estimated that she received a compliant meal break on "maybe one out of every three or four shoot days." She testified that on shooting days, the production pace made it "practically impossible" to leave the set area for a full 30 minutes without risking disruption to the production schedule. She described instances in which she ate at her workstation while continuing to perform duties, or in which she was called back from a break before the 30-minute period had elapsed. Her testimony on this point was detailed, specific, and delivered with apparent sincerity.
TimeTrack Pro Missed Meal Attestation Feature. Critically, Ms. Fuentes testified that she was entirely unaware of the existence of the TimeTrack Pro Missed Meal Attestation feature — the system feature that, when activated, allows employees to report a missed meal period at the time clock, triggering an automatic override of the auto-deduction and generating a meal period premium payment. This testimony is particularly significant because the attestation feature was not activated at the Studio City facility (Facility 2). AMA's own records confirm that Facility 2 was one of three facilities (along with Facility 4 — Burbank and Facility 7 — El Segundo) at which the attestation feature was never activated during the relevant class period. Ms. Fuentes's lack of awareness is therefore consistent with the objective system configuration: even had she wished to use the feature, it was unavailable to her.
Off-the-Clock Work. Ms. Fuentes provided testimony regarding pre-shift work that she contends was not recorded in the TimeTrack Pro system. She testified that pre-shift setup activities — including organizing production materials, setting up communication equipment, confirming call sheets, and coordinating with crew leads — typically began 30 to 45 minutes before her official clock-in time. She stated that this pre-shift work was a practical necessity because "[i]f you showed up at call time and started setting up, you were already behind." She testified that this time was not captured in TimeTrack Pro and that she was not compensated for it.
Cross-Examination — HR Complaints. On cross-examination, Ms. Fuentes acknowledged that during her more than three years of employment at AMA, she did not file any formal complaint with the Human Resources department regarding missed meal periods, missed rest breaks, or off-the-clock work. She testified that she "didn't think it would do any good" and that "nobody I worked with ever filed a complaint about breaks." She further acknowledged that she was aware of the existence of the HR department and knew how to contact it.
Non-Shooting Days. Also on cross-examination, Ms. Fuentes acknowledged that on non-shooting days — specifically office days and production preparation days — she typically received full, compliant meal and rest breaks. She estimated that approximately 40–50% of her workdays were non-shooting days, although she noted that this percentage varied by production cycle and show unit assignment.
Assessment. Ms. Fuentes is a sympathetic and generally credible witness. Her testimony regarding the conditions at the Studio City facility — and particularly the absence of the attestation feature — is powerful evidence for Plaintiffs. She presented as earnest and straightforward, and her descriptions of the production environment were specific and plausible. Her testimony about pre-shift setup work is consistent with the declarations submitted by other class members in connection with the class certification motion.
However, her acknowledgment that conditions varied materially between shooting days and non-shooting days is a significant concession that supports AMA's individualized inquiry defense on class certification. If the meal break experience depended on whether a particular employee was assigned to a shooting day on a particular date, that is precisely the type of individualized factual determination that militates against class treatment.
Her failure to file any formal HR complaint during her employment is a weakness, though it is consistent with Plaintiffs' broader cultural-pressure narrative — the argument that AMA's production culture implicitly discouraged employees from raising break-related complaints. Whether that narrative is sufficient to overcome the absence of formal complaints will depend on the Court's assessment of the broader evidence.
Implications. Certification. Ms. Fuentes's facility-specific experience at Facility 2, where the attestation feature was deactivated, strengthens Plaintiffs' argument regarding the three facilities where the feature was never activated. It supports the contention that employees at those facilities had no mechanism to report missed breaks and no ability to trigger premium payments. At the same time, her experience undermines Plaintiffs' argument that the break-deprivation experience was uniform across all AMA facilities, because her testimony is inherently limited to the conditions at Facility 2 and cannot speak to conditions at the four facilities where the attestation feature was activated and available.
Settlement. Ms. Fuentes's deposition has a moderate impact on settlement considerations. As the lead named plaintiff, she will be the face of any trial presentation for the class. Her sympathetic presentation increases Plaintiffs' leverage at trial, but her acknowledged variability between shooting and non-shooting days somewhat limits the force of her testimony as representative of the class experience.
B. Derek Halloran — May 9, 2023 (5 hrs. 48 min.)
Background. Derek Halloran is a former Post-Production Assistant in AMA's Digital Content Division. He was employed by AMA from June 1, 2020 through November 30, 2022 — approximately two years and six months. Mr. Halloran worked exclusively at AMA's Hollywood facility, designated internally as Facility 5, located at 1438 N. Gower Street, Hollywood, California 90028. His hourly rate of pay at the time of his separation was $24.75 per hour. Mr. Halloran is a named plaintiff in the consolidated class action. His deposition was taken by C&H and lasted five hours and forty-eight minutes.
Key Testimony. Meal Break Frequency. Unlike Ms. Fuentes, Mr. Halloran testified that he was "usually" able to take a meal break during his post-production shifts. He described a general work pattern in which he had sufficient time to leave his workstation and take a 30-minute meal break during a typical production day. He qualified this testimony, however, by noting that during "crunch periods" — which he defined as the final two to three weeks before a content delivery deadline — he frequently worked through meal periods due to the volume of editing tasks and the tight production timeline. He estimated that crunch periods occurred approximately four to six times per year during his employment, each lasting two to three weeks.
TimeTrack Pro Missed Meal Attestation Feature. Mr. Halloran's testimony regarding the attestation feature diverged sharply from Ms. Fuentes's. He testified that he was aware of the existence of the Missed Meal Attestation feature on the TimeTrack Pro system. The attestation feature was activated at the Hollywood facility (Facility 5), and Mr. Halloran confirmed that he knew it was available. However, he testified that he "never used it because nobody else did and I didn't want to cause problems." When asked to elaborate on what "problems" he anticipated, he testified that he was concerned about being perceived as "difficult" or "not a team player" by his supervisors. He acknowledged that no supervisor or manager had ever expressly told him not to use the feature or threatened any adverse consequence for using it.
Off-the-Clock Work. Mr. Halloran testified to approximately 15 to 30 minutes of off-the-clock work per shift, which he attributed to the time required to log in to editing systems, boot up workstations, load project files, and set up his workspace before his official start time. He described this as a routine part of the post-production workflow and stated that he was not compensated for this time.
Assessment. Mr. Halloran is a materially weaker named plaintiff than Ms. Fuentes. His testimony that he "usually" received meal breaks during his shifts significantly undercuts the class narrative of systematic, uniform denial of meal periods. His acknowledgment that the attestation feature was available to him but unused — by his own choice, based on subjective concerns about workplace dynamics — supports AMA's argument that employees at facilities where the feature was activated had the opportunity to report missed breaks and trigger premium payments but elected not to do so for personal reasons.
His subjective reason for not using the feature — a desire to avoid "causing problems" — may support Plaintiffs' cultural-intimidation argument to some degree. However, this is an inherently individualized issue. Different employees at different facilities may have had different reasons for using or not using the feature, and the Court will need to evaluate each employee's subjective motivation individually. This is precisely the type of inquiry that counsels against class treatment.
Implications. Certification. Mr. Halloran's testimony presents mixed implications for certification. AMA can use his testimony to demonstrate variation between facilities (Facility 5, where the attestation feature was activated, versus Facility 2, where it was not) and between job types (post-production work with a more predictable schedule versus unscripted production work with an unpredictable shooting schedule). His experience differs from Ms. Fuentes's in material respects, which supports AMA's argument that no single named plaintiff is typical of the proposed class.
Typicality. His experience diverges markedly from that of both Ms. Fuentes and Ms. Padilla (discussed below). The three named plaintiffs worked at three different facilities, in three different divisions, with three different supervisory structures and three different experiences regarding the availability and use of the attestation feature. This variation directly supports AMA's challenge to the typicality requirement under California Code of Civil Procedure Section 382 and the Brinker framework.
Settlement. Mr. Halloran is the weakest of the three named plaintiffs for trial purposes. His testimony somewhat diminishes Plaintiffs' leverage in settlement discussions, though this effect is partially offset by the strength of Ms. Fuentes's and Ms. Padilla's testimony.
C. Yesenia Padilla — May 16, 2023 (5 hrs. 15 min.)
Background. Yesenia Padilla is a former Segment Coordinator in AMA's Live Events Division. She was employed by AMA from January 10, 2018 through May 17, 2022 — a period of approximately four years and four months. Ms. Padilla worked at AMA's Burbank facility, designated internally as Facility 4, located at 3800 W. Alameda Avenue, Burbank, California 91505. Her hourly rate of pay at the time of her separation was $31.00 per hour. Ms. Padilla is a named plaintiff in the consolidated class action. Her deposition was taken by C&H and lasted five hours and fifteen minutes.
Key Testimony. Meal Break Frequency. Ms. Padilla testified that live events required crews to be "on their feet and ready the entire show" and that meal breaks were "practically impossible" during live productions. She described live events as extended, continuous production blocks — typically lasting four to eight hours with no planned interruption — during which production personnel were expected to remain in position and available at all times. She testified that even when a break was nominally scheduled, the unpredictable nature of live programming (audience management, talent issues, technical problems) meant that breaks were frequently interrupted or canceled entirely.
TimeTrack Pro Missed Meal Attestation Feature. Ms. Padilla confirmed that the Missed Meal Attestation feature was not available at the Burbank facility (Facility 4). This is consistent with AMA's own records, which show that the attestation feature was not activated at Facility 4 during the relevant period. Like Ms. Fuentes, Ms. Padilla testified that she was unaware the feature existed.
Off-the-Clock Work. Ms. Padilla testified to 30 to 45 minutes of pre-show setup and post-show breakdown time that was not recorded in the TimeTrack Pro system. She described pre-show setup as including equipment checks, communication with stage managers, review of segment rundowns, and coordination with talent handlers. Post-show breakdown included securing equipment, filing production notes, and debriefing with the production team. She testified that this work was understood to be part of the job and that she never received compensation for it.
Cultural Norms. Ms. Padilla was the most forceful of the three named plaintiffs in describing the cultural norms surrounding breaks at AMA. She testified: "Everyone knew you didn't get breaks during a show, and nobody complained because that's just how it worked." She described a production culture in which raising concerns about breaks was perceived as a sign of weakness or lack of commitment. She testified that supervisors never expressly told employees not to take breaks, but that the implicit expectation — communicated through scheduling, staffing, and the pace of production — was that breaks were not a realistic option during live events.
Assessment. Ms. Padilla is the strongest named plaintiff for Plaintiffs' case. Her testimony regarding the Burbank facility — where the attestation feature was disabled — and the unique demands of live-events operations paints a compelling picture of systemic break deprivation that was baked into the operational structure of her division. Her testimony regarding cultural norms is vivid and specific, and it directly supports Plaintiffs' argument that AMA's facially compliant policies were functionally meaningless in practice.
However, several weaknesses should be noted. First, Ms. Padilla left AMA in May 2022 — more than six months before the class action complaint was filed on November 1, 2022. This temporal gap may raise staleness concerns regarding her adequacy as a class representative, particularly with respect to current employees whose working conditions may have changed since Ms. Padilla's departure (and especially after AMA corrected the auto-deduction threshold and activated the attestation feature at all facilities in December 2022). Second, her experience in the Live Events Division is unique among AMA's operational divisions. Live events involve fundamentally different production dynamics than studio-based or field-based production, and her experience may not be representative of the experience of production coordinators and assistants in other divisions. This raises both typicality and adequacy concerns.
Implications. Certification. Ms. Padilla's testimony is powerful on commonality insofar as it demonstrates the impact of the same auto-deduction system and the same absence of the attestation feature at her facility. Her testimony that the attestation feature was unavailable directly connects the systemic policy (auto-deduction without a functional reporting mechanism) to the alleged harm (uncompensated missed meal periods). However, her unique live-events experience raises typicality concerns. The Live Events Division has operational demands that are distinct from other AMA divisions, and Ms. Padilla's experience may not be representative of the class as a whole.
Adequacy. There is a potential challenge to Ms. Padilla's adequacy as a class representative given her departure date and the possible divergence of interests between former employees (whose damages are fixed) and current employees (who may benefit from prospective relief, including policy changes implemented since December 2022).
Settlement. Ms. Padilla is a strong plaintiff for trial purposes. Her vivid testimony and compelling presentation increase Plaintiffs' leverage in settlement negotiations.
III. AMA Witness Depositions
D. Lorraine Okafor (PMK — Timekeeping and Meal/Rest Break Policies) — May 4, 2023 (7 hrs. 0 min.)
Background. Lorraine Okafor is the Senior Vice President of Human Resources at AMA. She has held this position since June 2019, having joined AMA from a prior human resources leadership role at another entertainment company. Ms. Okafor was designated as AMA's Person Most Knowledgeable ("PMK") on the following deposition topics noticed by Plaintiffs' counsel, Castellano Byrne & Salas LLP ("CB&S"): Topic 1 (meal period policies, practices, and procedures), Topic 2 (rest period policies, practices, and procedures), Topic 3 (timekeeping policies and systems, including the auto-deduction mechanism), Topic 5 (employee handbook and training materials related to meal and rest breaks), and Topic 8 (investigation and response to employee complaints regarding meal and rest break violations). Her deposition lasted the full seven hours permitted under the Code of Civil Procedure.
Key Testimony. Facial Compliance of Written Policies. Ms. Okafor confirmed that AMA's written meal and rest break policies, as set forth in the Employee Handbook (last revised January 2022) and the California Addendum to the Handbook, comply with California law on their face. She testified that the written policies track the language of IWC Wage Order 12, Section 11, and Labor Code Section 512. She confirmed that the policies require a 30-minute meal period for shifts exceeding five hours, a second meal period for shifts exceeding ten hours, and paid 10-minute rest periods for every four hours of work or major fraction thereof.
Auto-Deduction Configuration. Ms. Okafor testified regarding a critical discrepancy in the configuration of the TimeTrack Pro auto-deduction mechanism. She confirmed that the auto-deduction was configured to deduct 30 minutes from an employee's recorded time for shifts of six hours or more, rather than the five-hour threshold required under IWC Wage Order 12 and Labor Code Section 512(a). This meant that employees who worked shifts of exactly five hours and one minute through five hours and fifty-nine minutes would not have a meal period deduction applied — but, conversely, the system was applying a presumptive deduction only at six hours, thereby missing the obligation that triggers at five hours. Ms. Okafor described this as a "system configuration issue" that was identified in connection with this litigation and corrected in December 2022. She was unable to explain why the six-hour threshold was originally chosen, other than to state that it was "the configuration that was set up during the initial implementation."
Missed Meal Attestation Feature. The most significant area of Ms. Okafor's testimony concerned the TimeTrack Pro Missed Meal Attestation feature. She testified that the feature was "intended to be activated at all facilities" as part of the March 2019 system rollout. She further testified that the feature's deactivation at three of AMA's seven California facilities — Facility 2 (Studio City), Facility 4 (Burbank), and Facility 7 (El Segundo) — was the result of "an oversight during the second wave of system rollout in March 2019." She explained that the initial rollout occurred in two phases: the first wave covered Facilities 1 (West Hollywood HQ), 3 (Culver City), 5 (Hollywood), and 6 (Santa Monica); the second wave covered Facilities 2, 4, and 7. She testified that during the second wave, the attestation feature was not activated, and this omission was not detected.
When asked when she first became aware that the attestation feature was deactivated at these three facilities, Ms. Okafor testified that she became aware "in approximately November 2022" — after the Fuentes complaint was filed. She testified that the discovery was made in connection with the initial investigation prompted by the litigation. Prior to that date, she stated, she had "assumed" the feature was active at all facilities.
Employee Complaints. Ms. Okafor identified fourteen (14) formal complaints filed by employees during the class period (approximately January 1, 2019 through the present) related to meal and rest break issues. She testified that these complaints came from employees at five of AMA's seven California facilities and from eight of AMA's fourteen active show units. Each complaint was investigated individually by the Human Resources department. Of the fourteen complaints, nine (9) resulted in meal period premium payments to the complaining employee, and five (5) were determined to be compliant after investigation (i.e., the investigation concluded that the employee had, in fact, received a compliant break).
Training on Attestation Feature. Ms. Okafor acknowledged that AMA did not conduct any formal classroom training, online training module, or written instructional session specifically regarding the TimeTrack Pro Missed Meal Attestation feature. When asked how employees were expected to learn about the feature, she testified: "Managers were expected to familiarize employees with the time clock system during onboarding." She acknowledged that there was no written protocol requiring managers to specifically explain the attestation feature and that AMA had no documentation confirming that any individual manager had, in fact, explained the feature to any individual employee.
Assessment. Ms. Okafor was a well-prepared and generally credible witness. She was responsive to questions, maintained composure throughout a full-day deposition, and did not make significant unforced errors. She presented as a knowledgeable corporate representative who had reviewed the relevant policies and system configurations in preparation for her testimony.
However, several significant concessions emerged during her deposition that have material implications for both the class action and the Aldrich matter. The "oversight" explanation for the attestation feature deactivation at three facilities, while facially plausible, will be heavily scrutinized by Plaintiffs and by the Court. Plaintiffs will argue — with some force — that the "oversight" persisted for nearly four years, from the March 2019 second-wave rollout through the December 2022 correction, and that the failure to detect the omission over such an extended period suggests either deliberate neglect or a systemic indifference to the effectiveness of the company's own compliance mechanisms. AMA's response — that the feature was intended to be activated and that its deactivation was genuinely inadvertent — is supportable but is weakened by the absence of any audit, quality-control check, or periodic review that might have caught the error sooner.
Ms. Okafor's acknowledgment that AMA did not conduct formal training on the attestation feature is a significant concession. It supports Plaintiffs' argument that the feature was functionally useless even at the facilities where it was activated. If employees were unaware of the feature's existence — as both Ms. Fuentes and Mr. Halloran testified, albeit for different reasons — then the feature cannot serve as evidence that AMA "provided" its employees with an effective mechanism to report missed breaks.
The fourteen formal complaints, and the fact that nine resulted in premium payments, present a complex picture. On the one hand, the complaints demonstrate that AMA had a functioning complaint process and responded to individual complaints with corrective action. On the other hand, the complaints confirm that meal and rest break violations occurred at five of seven facilities and across more than half of AMA's show units — suggesting that the problem was not isolated to a single facility or production environment.
Implications. Certification. Ms. Okafor's testimony presents mixed implications for certification. On the one hand, her confirmation that the auto-deduction was applied uniformly across all California facilities — with the same system, the same 6-hour threshold, and the same deduction amount — supports Plaintiffs' argument that a common question exists regarding the legality and impact of the auto-deduction mechanism. On the other hand, her testimony regarding the individualized complaint process (14 complaints, each investigated individually, with different outcomes) supports AMA's argument that liability determinations are inherently individualized.
Merits. The 6-hour versus 5-hour threshold discrepancy is an independent compliance issue that AMA has already corrected but that Plaintiffs will highlight as evidence of systemic noncompliance. This issue is analytically distinct from the meal break deprivation claims and may support a separate theory of liability based on the auto-deduction itself, regardless of whether individual employees actually received compliant breaks.
Settlement. Ms. Okafor's testimony solidifies AMA's vulnerabilities on the attestation feature gap and the absence of formal training. These are issues that increase AMA's settlement exposure because they are difficult to explain to a jury in a way that is sympathetic to the company.
E. Celine Arroyo (PMK — Production Scheduling and Staffing) — May 11, 2023 (6 hrs. 30 min.)
Background. Celine Arroyo is the Director of Production Operations at AMA. She was designated as AMA's Person Most Knowledgeable on Topics 4 (production scheduling practices and procedures), 6 (staffing levels and supervisor-to-employee ratios on production days), 7 (pre-shift and post-shift work requirements and recording practices), and 9 (second meal period practices for shifts exceeding ten hours). Her deposition was taken by Plaintiffs' counsel (CB&S) and lasted six hours and thirty minutes.
Key Testimony. Variation in Production Schedules. Ms. Arroyo confirmed that there is significant variation in production schedules across AMA's fourteen active show units. She testified that each show unit operates according to its own production calendar, which is determined by the nature of the program (studio-based, field-based, or hybrid), the network or platform delivery schedule, the number of episodes per season, and the specific requirements of the show format. She described this variation as inherent in the entertainment production industry and not unique to AMA.
Specific Show Unit Examples. Ms. Arroyo provided detailed examples of show units with materially different scheduling practices, which are directly relevant to the certification analysis:
• Studio-based show "Kitchen Clash" (filmed at Facility 1, West Hollywood HQ): Ms. Arroyo testified that "Kitchen Clash" operated on a consistent schedule of approximately nine-hour production days. She described a "structured" production environment in which meal breaks were scheduled at a designated time, production staff clocked out for lunch at that time, and the break was reliably taken. She attributed this regularity to the controlled studio environment, the predictability of the cooking-competition format, and the show's experienced production team.
• Field-based show "Summit Challenge" (coordinated from Facility 4, Burbank): Ms. Arroyo testified that "Summit Challenge" involved significantly longer production days — typically 14 to 16 hours on location shoot days — in remote outdoor environments. She acknowledged that while meal breaks were scheduled in the daily call sheet for every production day, they were "sometimes difficult to implement on remote locations" due to logistical constraints including weather conditions, natural lighting windows, and the physical difficulty of transporting catering to remote filming sites. She described instances in which scheduled meal breaks were shortened, delayed, or relocated to accommodate production needs.
The contrast between these two show units — one with reliable, structured breaks and one with frequent disruptions — is precisely the type of evidence that supports AMA's certification defense.
Production Protocols — Daily Call Sheet. Ms. Arroyo testified that AMA's production protocols require the inclusion of a designated meal break in the daily call sheet for every production day, regardless of the show unit or production format. She described this as a company-wide standard that applies across all facilities and all show units. She confirmed that the call sheet is prepared by the Unit Production Manager or Line Producer and distributed to all crew members in advance of the production day.
Off-the-Clock Work. Regarding the off-the-clock work allegations, Ms. Arroyo testified: "Production coordinators and assistants are expected to arrive at call time and begin work at call time. Any setup that occurs before call time should be reflected in an earlier call time." She described this as AMA's policy and stated that if pre-call-time work was required, the call time should be adjusted accordingly. She acknowledged, however, that "in practice, some crew members arrive early to 'get ahead' on tasks," but characterized this as "voluntary and not directed by AMA." She stated that AMA does not have a policy requiring employees to arrive before call time or to perform any work before their scheduled start.
Assessment. Ms. Arroyo was an effective witness for the defense on the variability issue. Her testimony regarding the facility-by-facility and show-by-show differences in production scheduling, meal break implementation, and supervisory practices strongly supports AMA's certification defense, which rests on the argument that individualized inquiry predominates because the question of whether any given employee received a compliant break on any given day depends on a host of facility-specific, show-specific, and day-specific variables.
Her acknowledgment regarding "Summit Challenge" field production meal break difficulties is a vulnerability for AMA on the merits, as it concedes that AMA's policies were not always effectively implemented in practice. However, this concession is limited to one show unit and is framed by Ms. Arroyo as a function of the unique logistical challenges of remote field production, not as evidence of a company-wide policy failure.
Her characterization of pre-shift early arrival as "voluntary" may be challenged by Plaintiffs, who will argue that the production culture effectively required early arrival and that employees had no realistic choice but to arrive before call time if they wished to perform their duties competently. This is a factual dispute that is likely to be resolved differently for different employees at different facilities and show units — again supporting AMA's individualized-inquiry argument.
Implications. Certification. Ms. Arroyo is a strong defense witness for the certification opposition. Her testimony directly supports the expert opinion of Dr. Priya Makhija (AMA's designated expert on production operations and scheduling variability) regarding the significant variation across show units. We should pair her testimony with Dr. Makhija's supplemental analysis in the certification opposition.
Merits. Her testimony presents a mixed picture on the merits. It confirms that AMA's policies are facially compliant and that the call sheet protocol is company-wide, but it also reveals that operational reality diverges from written policy at certain show units — particularly field-based and hybrid productions.
Settlement. Moderate impact. Her testimony does not materially alter the settlement calculus but provides useful context for the certification opposition.
F. Karen Fong (Payroll Manager) — May 18, 2023 (4 hrs. 45 min.)
Background. Karen Fong is the Payroll Manager at AMA. She has held this position since 2018 and was directly involved in the March 2019 rollout of the TimeTrack Pro timekeeping and payroll system. Her deposition was taken by Plaintiffs' counsel (CB&S) and lasted four hours and forty-five minutes. She was not designated as a PMK but was deposed in her individual capacity as a fact witness with knowledge of the system implementation and payroll processing.
Key Testimony. TimeTrack Pro System Configuration. Ms. Fong provided detailed technical testimony regarding the TimeTrack Pro system, the payroll processing workflow, and the mechanics of the auto-deduction mechanism. She confirmed that the auto-deduction was applied uniformly to all shifts of six hours or more across all AMA California facilities. She explained the technical operation of the deduction: when an employee's recorded clock-in and clock-out times reflected a shift of six hours or more, the system automatically deducted 30 minutes from the employee's total hours worked, on the assumption that the employee had taken a 30-minute meal period. This deduction occurred during payroll processing, before the generation of the employee's paycheck.
Attestation Feature Override Mechanism. Ms. Fong testified that when an employee used the Missed Meal Attestation feature — available at the time clock terminal — the system automatically overrode the 30-minute deduction for that shift and generated a one-hour meal period premium payment in the next pay cycle. She described this as an automated process that required no manual intervention by the payroll department. She confirmed that the override and premium payment were generated correctly in every instance in which the attestation feature was used at a facility where it was activated.
March 2019 System Rollout. Ms. Fong testified that she was involved in the March 2019 system rollout and that the activation of the Missed Meal Attestation feature at each facility "was part of the implementation checklist." She recalled that the rollout involved a multi-step process: NovaPay Solutions Inc. (the system vendor) configured the system according to AMA's specifications, and AMA personnel were responsible for confirming that each feature was properly activated at each facility. She testified that the rollout was completed in two waves and that she believed the attestation feature was activated at all facilities.
Inability to Identify Responsible Person. Critically, Ms. Fong could not recall who was specifically responsible for activating the attestation feature at each facility during the second wave of the rollout. She testified that she did not personally activate the feature at any facility and could not identify the specific individual who was responsible for the activation at Facilities 2 (Studio City), 4 (Burbank), and 7 (El Segundo) — the three facilities where the feature was never activated. She stated: "I know it was on the checklist. I don't know who was responsible for checking it off at each facility." This gap in testimony leaves a hole in AMA's "oversight" narrative: if no one can identify who was responsible for the failure, it is difficult for AMA to establish that the failure was genuinely inadvertent rather than the result of a conscious decision or systemic indifference.
Assessment. Ms. Fong was a solid, technically competent witness. Her testimony was precise and responsive, and she demonstrated a thorough understanding of the TimeTrack Pro system and the payroll processing workflow. She did not make any significant errors or concessions beyond those inherent in the facts.
Her inability to identify the person responsible for the attestation feature activation failure is a notable gap. It prevents AMA from offering a complete "oversight" explanation: the company can establish that the feature was intended to be activated and that it appeared on an implementation checklist, but it cannot identify who failed to execute the checklist or explain why the failure was not detected for nearly four years.
Her confirmation of the mechanical uniformity of the auto-deduction — the same system, the same configuration, applied in the same way at all facilities — supports Plaintiffs' commonality argument. This testimony, combined with Ms. Okafor's and Mr. Yee's testimony (discussed below), establishes that the auto-deduction was a single, company-wide system applied uniformly to all non-exempt employees, which is the type of common question that typically supports class certification.
Implications. Certification. Slightly favors Plaintiffs. Ms. Fong's testimony confirms the uniform application of the auto-deduction across all facilities, which supports the argument that the legality and impact of the auto-deduction is a common question susceptible to class-wide proof.
Merits. Neutral technical testimony that does not independently advance either side's position on the substantive merits.
Settlement. Minimal impact on the settlement calculus.
G. Jonathan Mercer (President, AMA) — May 23, 2023 (3 hrs. 15 min.)
Background. Jonathan Mercer is the President of Aurelius Media Americas Inc. He has held this position since March 2018. Mr. Mercer's deposition was noticed by Aldrich's counsel, Cameron Whitfield of Whitfield & Associates, in the individual action (Aldrich v. Aurelius Media Americas Inc., LASC Case No. 22STCV41087). Class counsel (CB&S) attended the deposition by agreement of the parties. The deposition was limited in scope to the Aldrich termination and the restructuring directive that precipitated the conflict between Mr. Mercer and Mr. Aldrich. The deposition lasted three hours and fifteen minutes.
Key Testimony. October 2022 Restructuring Directive. Mr. Mercer testified regarding the October 2022 restructuring directive that he issued to Mr. Aldrich. He characterized the restructuring as a cost-efficiency measure necessitated by declining third-quarter 2022 advertising revenues, which he testified had fallen approximately 18% year-over-year. He denied that the restructuring was designed to misclassify employees or to eliminate positions in a manner that would circumvent AMA's obligations under California employment law. He testified that the restructuring involved a reorganization of certain production coordinator and assistant positions from full-time hourly employment to project-based independent contractor arrangements, and that he directed Mr. Aldrich, as SVP of Original Content, to implement the transition within his division.
DLP Audit. Mr. Mercer confirmed that the Data Loss Prevention ("DLP") audit was initiated by AMA's Information Technology Security department in August 2022 as a "routine audit" of data transmission activity by senior personnel. He testified that the audit was not triggered by the dispute with Mr. Aldrich, which he stated did not arise until October 2022. He denied any connection between the DLP audit and the restructuring conflict.
Termination Decision. Mr. Mercer testified that the decision to terminate Mr. Aldrich's employment "for cause" on October 14, 2022 was based on "the totality of the circumstances," which he described as including both the DLP audit findings (unauthorized transmission of proprietary materials to Halcyon Creek Productions LLC) and Mr. Aldrich's insubordination (refusal to implement the restructuring directive and dissemination of a disparaging email to subordinates).
Timeline Admission. On cross-examination by Mr. Whitfield, Mr. Mercer acknowledged that he did not review the DLP audit findings in detail until October 13, 2022 — three days after the insubordination incident of October 10, 2022. He testified that the DLP findings were compiled by AMA's IT Security team and reported to the General Counsel's office (in London) on or about September 6, 2022. He acknowledged that no action was taken on the DLP findings between September 6 and October 13 — a period of approximately five weeks. When asked why the findings were not acted upon sooner, he testified: "It was being reviewed through the appropriate channels. I don't control the pace of legal review."
This timeline admission is significant because it supports Mr. Aldrich's pretext narrative. The temporal sequence is as follows: the DLP audit findings were known to AMA as early as September 6, 2022; no action was taken for over a month; the insubordination incident occurred on October 10, 2022; Mr. Mercer reviewed the DLP findings on October 13; and Mr. Aldrich was terminated on October 14. Aldrich's counsel will argue — and has already previewed this argument — that the DLP findings were conveniently invoked as a post hoc justification for a termination that was actually motivated by Mr. Aldrich's refusal to implement the restructuring directive.
"London Suits" Email. Mr. Mercer characterized Mr. Aldrich's October 10, 2022 email to subordinates — in which Mr. Aldrich wrote, among other things, "the London suits are gutting our operation" — as a "deliberate effort to undermine my authority and destabilize the team." He testified that the email was sent to approximately fifteen employees in Mr. Aldrich's division and that several employees raised the email with their supervisors, creating "confusion and concern" about the restructuring plan.
Assessment. Mr. Mercer was generally credible and composed during his deposition. He presented as a senior executive with a command of the business context and a clear understanding of the events surrounding Mr. Aldrich's termination. He did not become evasive or combative, and he acknowledged the timeline facts candidly.
However, the timeline admission is significant and was effectively highlighted by Aldrich's counsel. The five-week gap between the DLP findings report (September 6) and Mr. Mercer's review of the findings (October 13) — combined with the fact that the review occurred only three days after the insubordination incident — creates a circumstantial inference that the DLP findings were not the primary motivation for the termination but were instead seized upon as an after-the-fact justification. This inference is not dispositive, but it is the type of temporal coincidence that is difficult to explain away at trial.
Implications. Aldrich Cross-Claims. Mr. Mercer's timeline testimony weakens AMA's "for cause" defense on the insubordination ground. However, it does not negate the independent strength of the confidentiality-violation ground (the Halcyon Creek transmissions), which does not depend on the temporal sequence of Mr. Mercer's review. AMA's strongest argument for "for cause" termination is the confidentiality violation itself, not the insubordination.
Settlement. Mr. Mercer's deposition increases AMA's settlement exposure in the Aldrich matter by reinforcing the pretext narrative that Aldrich's counsel will present at trial. The timeline issue, standing alone, is probably not sufficient to defeat AMA's "for cause" defense, but it creates enough uncertainty to increase Aldrich's settlement leverage.
H. Dwayne Prescott (VP, Unscripted Programming) — May 25, 2023 (4 hrs. 30 min.)
Background. Dwayne Prescott is the Vice President of Unscripted Programming at AMA. He has held this position since July 2020. During his tenure, Mr. Prescott reported directly to Gavin Aldrich, who served as SVP of Original Content and Executive Producer until his termination in October 2022. Mr. Prescott's deposition was noticed by Aldrich's counsel (Whitfield & Associates) in the individual action, with class counsel attending by agreement. The deposition lasted four hours and thirty minutes.
Key Testimony. Proprietary Value of Show Format Bibles. Mr. Prescott provided detailed testimony regarding the proprietary value of AMA's show format bibles and the Summit Challenge revenue model. He testified that the show format bibles are comprehensive proprietary documents that describe in detail the creative concept, competitive structure, production methodology, casting criteria, location requirements, and episode-by-episode format for each show. He testified that these documents represent significant investments of creative and financial resources and are treated as among AMA's most sensitive proprietary materials. He further testified that the Summit Challenge revenue model — which details revenue projections, advertising rate cards, licensing fees, and profit-sharing arrangements — is "confidential financial information that we would never share outside the company without executive authorization."
Authorization Requirements. Mr. Prescott confirmed that external transmission of development materials, including show format bibles, pilot sizzle reels, and revenue models, requires written authorization from either the President of AMA (Jonathan Mercer) or the Vice President of Business Affairs. He testified that this authorization requirement is set forth in AMA's intellectual Property and Content Security Policy and is communicated to all senior creative and production personnel. He confirmed that Mr. Aldrich held no such authorization for any transmissions to Halcyon Creek Productions LLC.
Lack of Knowledge of Halcyon Creek Transmissions. Mr. Prescott testified that he had "no knowledge" that Mr. Aldrich was transmitting AMA proprietary materials to Halcyon Creek until he was informed by Gregory Tanaka (AMA's Director of IT Security) in October 2022, after the DLP audit findings were compiled. He testified that Mr. Aldrich never discussed any Halcyon Creek co-production opportunity with him and that he would have expected to be informed of any such discussions given his role as VP of Unscripted Programming and his direct reporting relationship to Mr. Aldrich.
Relationship with Nina Castellanos. Mr. Prescott confirmed a professional relationship with Nina Castellanos, who is identified in the record as the principal of Halcyon Creek Productions LLC. He testified that Ms. Castellanos was formerly employed at AMA in a senior creative role and that she "left AMA on good terms" in January 2022. He described her as a respected industry professional with whom AMA had maintained a cordial but arm's-length relationship following her departure.
Development Costs. Mr. Prescott provided specific testimony regarding the development costs invested in the three show concepts whose format bibles were transmitted to Halcyon Creek. He testified to approximate development investments as follows: "Apex Endurance" (approximately $120,000), "The Remix" (approximately $85,000), and "Untamed West" (approximately $95,000) — a total of approximately $300,000 in development investment across the three concepts. He testified that all three concepts were in active development at the time of Mr. Aldrich's termination, and that "Apex Endurance" was in preliminary discussions with two major streaming platforms regarding potential licensing agreements.
Assessment. Mr. Prescott was an effective witness in support of AMA's cross-claims against Aldrich. His testimony regarding the authorization requirement, Mr. Aldrich's lack of authorization, and the proprietary nature and value of the transmitted materials was straightforward, specific, and damaging to Mr. Aldrich's defense. He was not significantly weakened on cross-examination. His demeanor was professional and measured, and his testimony was consistent with the documentary record.
Implications. Aldrich Cross-Claims. Mr. Prescott's testimony strongly supports AMA's claims under the California Uniform Trade Secrets Act ("CUTSA"), the breach of contract claim (Section 9.4 of the Employment Agreement), and the breach of fiduciary duty claim. His testimony establishes: (1) the proprietary and confidential nature of the transmitted materials; (2) the specific authorization requirement that Mr. Aldrich violated; (3) Mr. Aldrich's failure to inform his direct report of any purported co-production discussions; and (4) the significant financial investment represented by the transmitted materials. Each of these elements strengthens AMA's affirmative claims.
Settlement. Mr. Prescott's testimony increases AMA's leverage in the Aldrich settlement negotiations by establishing both the value of the misappropriated materials and the unauthorized nature of the transmissions. His specific dollar figures for development costs ($300,000 aggregate) and the Summit Challenge revenue figure ($42 million annual revenue) provide concrete data points that support AMA's damages theories.
IV. Aldrich Deposition
I. Gavin Aldrich — May 22, 2023 (7 hrs. 0 min.)
Background. Gavin Aldrich is the former Senior Vice President of Original Content and Executive Producer at AMA. He was employed by AMA from September 5, 2017 through October 14, 2022 — a period of slightly more than five years. At the time of his termination, his base salary was $485,000 per year, and his most recent annual bonus (for fiscal year 2021) was $225,000. He held 42,500 restricted stock units ("RSUs") in Aurelius Global Media Group PLC ("AGMG"), AMA's UK-based parent company, of which 15,300 were unvested at the time of his termination. Based on the AGMG share price at the time of termination, the estimated value of the unvested RSUs was approximately $332,200.
Mr. Aldrich is the plaintiff in the individual action (Aldrich v. Aurelius Media Americas Inc., LASC Case No. 22STCV41087) and is the subject of AMA's cross-claims in that action. He is represented by Cameron Whitfield and Julia Nazarian of Whitfield & Associates, located at 9465 Wilshire Boulevard, Suite 320, Beverly Hills, California 90212.
Mr. Aldrich's deposition was taken by C&H in the individual action and lasted the full seven hours permitted under the Code of Civil Procedure. The deposition covered the following topics: (1) personal email forwarding; (2) the Halcyon Creek transmissions; (3) the circumstances of his termination; (4) the Employment Agreement and restrictive covenants; (5) his relationship with Nina Castellanos and Halcyon Creek Productions LLC; and (6) his current employment status and mitigation efforts.
Key Testimony. Personal Email Forwarding. Mr. Aldrich testified regarding the DLP audit's finding that he forwarded approximately 340 emails from his AMA corporate email account to his personal email account (galdrich.private@Northgate Software.com) over a 14-month period from approximately July 2021 through September 2022. He characterized this activity as "a matter of convenience," explaining that he frequently worked from home and on his personal device and needed access to AMA materials outside the office. He did not dispute the approximate volume or timeframe of the forwarding activity. He testified that the forwarded emails included "a mix of everything — production schedules, meeting notes, creative briefs, budget summaries" and that he did not review each email for sensitivity before forwarding it.
Halcyon Creek Transmissions. Mr. Aldrich's testimony regarding the Halcyon Creek transmissions is the central issue in the Aldrich matter and the area in which his deposition performance was weakest. He testified that he was "exploring a potential co-production opportunity" with Halcyon Creek Productions LLC on behalf of AMA and that the materials — three show format bibles ("Apex Endurance," "The Remix," and "Untamed West"), two pilot sizzle reels, and the Summit Challenge revenue model — were shared with Halcyon Creek in the context of that purported co-production exploration.
On cross-examination, however, Mr. Aldrich was unable to identify any AMA authorization for the alleged co-production discussions. He acknowledged that he did not inform Jonathan Mercer (President of AMA), Dwayne Prescott (VP of Unscripted Programming and his direct report), or AMA's Business Affairs department of any discussions with Halcyon Creek regarding a co-production arrangement. He could not produce or reference any written proposal, term sheet, letter of intent, deal memo, or email chain reflecting the substance of the purported co-production discussions. When asked whether any document existed memorializing the co-production opportunity he described, he testified: "It was preliminary. It was at the conversation stage. There was nothing in writing yet."
Mr. Aldrich further admitted that the show format bibles were AMA proprietary documents and that the Summit Challenge revenue model constituted "confidential financial information." He did not dispute that the transmission of these materials to an external party without authorization violated the terms of his Employment Agreement and the Acceptable Use and Confidentiality Policy.
Termination. Mr. Aldrich testified that the "for cause" designation applied to his termination was "retaliation for my standing up for my team" — a reference to his refusal to implement the October 2022 restructuring directive, which he characterized as an effort to misclassify production employees as independent contractors. He testified that the DLP audit was a "fishing expedition" initiated after his conflict with Mr. Mercer and designed to manufacture grounds for a for-cause termination that would avoid AMA's severance obligations under the Employment Agreement.
On redirect by his counsel (Mr. Whitfield), Mr. Aldrich testified that the DLP audit "was never mentioned to me before I was fired" and that he first learned of the email forwarding findings and the Halcyon Creek transmission allegations during the termination meeting on October 14, 2022. He testified that he was given no opportunity to respond to the allegations before the termination decision was finalized. This testimony is consistent with Mr. Mercer's acknowledgment that he did not review the DLP findings in detail until October 13, 2022 — one day before the termination.
Employment Agreement and Restrictive Covenants. Mr. Aldrich confirmed that he signed the Employment Agreement on September 5, 2017, and the First Amendment to the Employment Agreement on August 1, 2020. He confirmed that he signed the Acceptable Use and Confidentiality Policy acknowledgment on April 12, 2021. He confirmed his awareness of the restrictive covenant provisions in Section 9 of the Employment Agreement, including the non-competition clause (Section 9.1), the non-solicitation clause (Section 9.2 for employees, Section 9.3 for clients), and the confidentiality clause (Section 9.4).
Mr. Aldrich characterized the non-competition clause (Section 9.1) as "unenforceable under California law" and stated that he had "always understood that." This assertion is legally correct — California Business and Professions Code Section 16600 renders non-competition covenants unenforceable as a matter of law, with narrow exceptions not applicable here. However, as discussed below, this assertion does not address the confidentiality and trade secret claims, which are AMA's strongest cross-claims and which are not affected by Section 16600.
Relationship with Nina Castellanos / Halcyon Creek. Mr. Aldrich described "a long-standing professional relationship" with Nina Castellanos, the principal of Halcyon Creek Productions LLC. He testified that the relationship dated to his prior employment at another production company (before joining AMA) and that he and Ms. Castellanos had maintained regular professional contact throughout the relevant period. He stated that he communicated with Ms. Castellanos through "various channels" — which he described as including phone calls, text messages, and email — but the specific communications were not fully produced in discovery. This issue is the subject of the pending Motion to Compel (Document 73), which seeks to compel Mr. Aldrich to search and produ

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