1017-00005 · Aurelius Global Media Group · Witness Interviews

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT PREPARED AT THE DIRECTION OF COUNSEL

This memorandum was prepared by Calderwood & Harkness LLP at the direction of and for the benefit of Aurelius Global Media Group PLC and is protected by the attorney-client privilege and the work-product doctrine. This memorandum reflects the mental impressions, conclusions, opinions, and legal theories of counsel. Do not distribute, copy, or disclose without prior authorization from Calderwood & Harkness LLP.

MEMORANDUM

TO: Privileged Investigation File — Matter No. 1017-00005

FROM: Devon Archer, Lead Associate, Labor & Employment, Calderwood & Harkness LLP Nadia Petrov, Associate, Labor & Employment, Calderwood & Harkness LLP

DATE: June 1, 2023

RE: Privileged Interview Summary — Victor Gallegos, Vice President of Human Resources, Aurelius Pacific Studios Inc.

I. UPJOHN ADMONITION

At the outset of the interview, Devon Archer administered the standard Upjohn/corporate Miranda warning to Mr. Gallegos. Specifically, Archer advised Mr. Gallegos of the following:

1. Calderwood & Harkness LLP represents Aurelius Global Media Group PLC ("AGMG") and its subsidiaries, including Aurelius Pacific Studios Inc. ("APS"), in connection with an internal investigation. Calderwood & Harkness LLP does not represent Mr. Gallegos individually, and no attorney-client relationship exists between Calderwood & Harkness LLP and Mr. Gallegos personally.

2. The purpose of the interview is to gather facts in connection with the investigation being conducted at the direction of AGMG. The conversation between Mr. Gallegos and counsel is protected by the attorney-client privilege, but that privilege belongs solely to AGMG, not to Mr. Gallegos individually.

3. AGMG may, in its sole discretion, elect to waive the attorney-client privilege and disclose the substance of this interview to third parties, including, without limitation, governmental authorities, regulators, or opposing parties in litigation. The decision whether to waive or not waive the privilege rests exclusively with AGMG.

4. Mr. Gallegos should not discuss the substance of this interview with other employees, colleagues, or third parties, as doing so could jeopardize the privileged nature of the communication and the integrity of the investigation.

5. Mr. Gallegos's cooperation in this interview is expected in his capacity as a company employee, and he has an obligation to provide truthful and complete information.

Following the administration of the Upjohn admonition, Archer asked Mr. Gallegos whether he understood each of the foregoing advisements. Mr. Gallegos confirmed that he understood the admonition in its entirety. Mr. Gallegos did not ask any clarifying questions regarding the advisements. Mr. Gallegos stated that he was willing to proceed with the interview, and the interview commenced.

II. BACKGROUND AND ROLE

A. Professional History at Aurelius Pacific Studios Inc.

Victor Gallegos serves as Vice President of Human Resources for Aurelius Pacific Studios Inc. ("APS"), which is headquartered at 3200 West Alameda Avenue, Suite 400, Burbank, California 91505. Gallegos has served in the VP of Human Resources role since March 2018, a period of approximately five years, and has been in the role continuously throughout the entire period relevant to this investigation.

APS is a Delaware corporation and a wholly owned subsidiary of Aurelius Global Media Group PLC ("AGMG"), a United Kingdom-headquartered public limited company listed on the London Stock Exchange's AIM market. Gallegos explained that APS functions as the domestic production and development arm of AGMG and employs approximately 2,300 people across its operations. APS is the direct employer of all U.S. studio-division personnel, including Marcus Hale, who holds the title of President of APS.

Gallegos described his reporting structure as dual in nature. On matters of HR policy, global compliance, and workforce strategy, Gallegos reports to Patricia Sung, Chief People Officer of AGMG, who is based at AGMG's London headquarters. In addition, Gallegos maintains a dotted-line reporting relationship to the President of APS on operational and business matters affecting the studio division. Gallegos noted that this dual-reporting arrangement is common within AGMG's subsidiary structure and has been in place since his appointment.

Gallegos described his day-to-day responsibilities as encompassing a broad range of human resources functions, including but not limited to: employee relations and workplace investigations; HR compliance with federal, state, and local employment laws (with particular emphasis on California-specific requirements); talent management and succession planning; benefits administration; coordination with external counsel on employment-related matters; and serving as the primary HR point of contact for APS's Burbank headquarters as well as its satellite offices located in Atlanta, Georgia and New York, New York. Gallegos stated that he oversees a team of approximately fourteen HR professionals who are distributed across these three locations.

B. Relationship with Marcus Hale

Gallegos stated that he has worked directly with Marcus Hale since Hale commenced his role as President of APS in January 2019. Gallegos described his professional interactions with Hale as regular and frequent, noting that he and Hale typically communicate multiple times per week on a range of HR matters affecting the studio division. These interactions include discussions regarding performance management of senior personnel, senior staffing decisions and organizational structure, employee relations matters, compensation-related inquiries, and other operational human resources concerns.

Gallegos noted that Hale's direct report team consists of nine Senior Vice Presidents who collectively oversee the major operational functions of APS, including development, production, physical production, business affairs, marketing, distribution, talent relations, finance, and technology. Gallegos stated that, in his capacity as VP of Human Resources, he regularly interfaces with each of these SVPs on HR-related matters, in addition to his interactions with Hale.

III. RECEIPT AND ESCALATION OF THE MORALES HOTLINE COMPLAINT

A. Initial Receipt — April 18–19, 2023

Gallegos described in detail the process by which he received the complaint from Jenna Morales, Vice President of Development at APS. Gallegos explained that on April 18, 2023, Morales submitted a written complaint through the Aurelius Ethics & Compliance Hotline. The hotline is operated by a third-party vendor, Meridian Compliance Solutions LLC, which is based at 233 South Wacker Drive, Suite 4100, Chicago, Illinois 60606. The complaint was assigned case reference number MCS-1014-00001 within the Meridian system.

Gallegos stated that the complaint was initially submitted on an anonymous basis. The Meridian platform permits complainants to file reports either anonymously or with identifying information, at the complainant's election. On April 18, 2023, when the complaint was first received, the identity of the complainant was not known to Gallegos or to any other individual within APS or AGMG.

On April 19, 2023, the following day, Morales self-identified as the complainant. Gallegos stated that Morales contacted the Meridian hotline platform to update her submission with her name and contact information. This self-identification was communicated to Gallegos through the hotline system's notification protocols.

Gallegos explained the routing mechanics of the hotline system in further detail. The Meridian platform is configured to route complaints to designated recipients based on the subject matter of the complaint, the seniority of the individuals involved, and the geographic location of the complainant and the subject. Because the Morales complaint involved a senior executive at APS — specifically, the President of the subsidiary — and because the complaint raised allegations of sexual harassment, Gallegos was designated as the initial recipient within the HR function. Gallegos stated that this routing was consistent with the standard configuration of the Meridian platform as applied to APS.

Gallegos noted that Ingrid Holt, Chief Compliance Officer of AGMG, manages the overall vendor relationship with Meridian Compliance Solutions LLC at the parent-company level. However, Gallegos stated that, per his understanding, Holt did not initially receive this particular complaint directly through the system's routing protocols. Holt was subsequently informed of the complaint as part of the escalation process described below.

B. Escalation to London — April 19, 2023

Gallegos stated that on the same day Morales self-identified as the complainant — April 19, 2023 — he escalated the complaint to senior leadership in London. Specifically, Gallegos escalated the complaint to Fiona Blackwood, General Counsel of AGMG, and Patricia Sung, Chief People Officer of AGMG, both of whom are based at AGMG's London headquarters.

Gallegos explained his rationale for immediate escalation. He identified three principal factors that informed his decision:

1. Seniority of the subject. The complaint involved Marcus Hale, who holds the most senior executive position at APS. Gallegos stated that any complaint implicating the President of a subsidiary warranted immediate escalation to the parent company.

2. Severity of the allegations. The complaint contained allegations of sexual harassment, including unwanted sexual advances and sexually explicit communications. Gallegos stated that the nature and gravity of these allegations required prompt attention at the highest levels of the organization.

3. Board-level awareness. Given the combination of the seniority of the subject and the severity of the allegations, Gallegos believed that the matter would ultimately require Board-level awareness, and that early escalation to the General Counsel was the appropriate conduit to ensure that the relevant Board committees were informed in a timely manner.

Gallegos stated that he communicated the escalation via email to both Blackwood and Sung on April 19, 2023, and followed up with a telephone call with Blackwood later the same day to discuss the matter in greater detail. Gallegos stated that during the telephone call, Blackwood acknowledged receipt of the complaint and indicated that she would consult with the appropriate Board committees regarding next steps.

C. Description of the Complaint Contents

Gallegos summarized his understanding of the substance of the Morales complaint. Based on his review of the hotline submission as received through the Meridian platform, Gallegos understood the complaint to contain the following categories of allegations:

• Unwanted sexual advances. Morales alleged that Marcus Hale made unwanted sexual advances toward her on one or more occasions.

• Sexually explicit comments. Morales alleged that Hale directed sexually explicit and inappropriate comments toward her in professional settings and through electronic communications.

• Retaliatory reassignment. Morales alleged that after she rejected Hale's advances, Hale retaliated against her by reassigning her from certain high-profile development projects.

Gallegos further stated that the complaint referenced specific incidents, including an alleged invitation by Hale for Morales to join him in his hotel room during a production-related business trip, as well as sexually suggestive text messages that Hale allegedly sent to Morales. Gallegos stated that he reviewed the text of the hotline complaint as submitted through the Meridian platform but did not have copies of the text messages themselves at that time.

IV. CORROBORATING COMPLAINTS — NGO AND WHITFIELD

A. Claire Ngo — April 24, 2023

Gallegos stated that on April 24, 2023, approximately five days after the Morales complaint was escalated, Claire Ngo, Senior Director of Talent Relations at APS, submitted a separate complaint directly to Gallegos. Ngo did not utilize the Aurelius Ethics & Compliance Hotline to submit her complaint; rather, she approached Gallegos directly and provided her account in a meeting at APS headquarters in Burbank.

Ngo's complaint corroborated certain aspects of Morales's allegations regarding Hale's conduct and, in addition, included Ngo's own allegations of inappropriate behavior by Hale directed toward her. Specifically, Ngo alleged that Hale made sexually suggestive remarks to her during a company off-site retreat held at the Monarch Valley Resort in Ojai, California (located at 905 Country Club Road, Ojai, California 93023) on February 17–18, 2023. Ngo further alleged that following the off-site retreat, Hale excluded her from key talent-relations strategy meetings in March and April 2023 without explanation, which she perceived as retaliatory.

Gallegos stated that he promptly escalated Ngo's complaint to Fiona Blackwood and Patricia Sung in London, consistent with the escalation process he had followed for the Morales complaint. Gallegos stated that this escalation occurred on the same day he received Ngo's complaint, April 24, 2023.

B. Darren Whitfield — April 26, 2023

Gallegos stated that on April 26, 2023, Darren Whitfield, Senior Vice President of Physical Production at APS, voluntarily contacted Gallegos to report his own concerns regarding retaliatory conduct by Hale. Whitfield did not submit a complaint through the Aurelius Ethics & Compliance Hotline; rather, he contacted Gallegos directly by telephone and subsequently met with Gallegos in person at APS headquarters.

Whitfield reported the following: At a leadership team meeting held on January 23, 2023, Whitfield raised concerns about Hale's treatment of female employees within the studio division. Whitfield stated that he voiced these concerns during a discussion regarding employee morale and retention. Whitfield reported that following this meeting, Hale reassigned two of Whitfield's highest-profile production projects — identified internally by the codenames "Project Meridian" and "Project Halcyon," with combined budgets of approximately $187 million — to Cameron Briggs, SVP of Production, effective February 6, 2023. Whitfield perceived this reassignment as retaliatory in nature, taken in direct response to Whitfield's having raised concerns about Hale's conduct toward female employees.

Gallegos stated that he escalated Whitfield's report to Blackwood and Sung on the same day, April 26, 2023, consistent with the established escalation protocol.

C. Demand Letter — April 20, 2023

Gallegos confirmed that on April 20, 2023, a formal demand letter was received by Aurelius Pacific Studios Inc., addressed to the attention of Victor Gallegos in his capacity as VP of Human Resources. The demand letter was sent on behalf of Jenna Morales by her attorney, Sandra Reeves, of the firm Nakamura Reeves LLP, located at 515 South Flower Street, Suite 3600, Los Angeles, California 90071.

The demand letter alleged violations of the California Fair Employment and Housing Act ("FEHA"), codified at California Government Code Sections 12940 et seq., including claims of sexual harassment, hostile work environment, and retaliation. The letter further demanded that APS and AGMG immediately preserve all documents and electronically stored information potentially relevant to Morales's claims, including but not limited to communications, personnel files, and records related to the allegations.

Gallegos stated that he forwarded the demand letter to Fiona Blackwood, General Counsel of AGMG, on the same day it was received, April 20, 2023. Gallegos stated that he understood the demand letter to formalize the legal dimension of the matter and that it reinforced the urgency of the escalation that had already commenced.

V. INTERIM ACTIONS AND BOARD AUTHORIZATION

A. Initial Protective Steps

Gallegos described the interim actions that were taken between the initial receipt of the complaints and the formal engagement of Calderwood & Harkness LLP as outside counsel. During this interim period — spanning approximately from April 19, 2023 through the formal engagement of outside counsel in early May 2023 — Gallegos took the following protective steps:

• Gallegos ensured that Jenna Morales's current reporting relationships and job assignments were not disturbed. Morales continued to perform her duties as VP of Development and was not subjected to any changes in her role, reporting line, or project assignments during this period.

• Gallegos similarly ensured that Claire Ngo's current reporting relationships and job assignments remained intact. Ngo continued in her role as Senior Director of Talent Relations, and no adverse changes were made to her position.

• Gallegos confirmed that he did not initiate a formal internal investigation during this interim period. Gallegos stated that this decision was made in consultation with Fiona Blackwood, who advised that, given the seniority of the subject and the potential for litigation, the Board should have the opportunity to determine whether to retain independent outside counsel to conduct a privileged investigation before any formal investigative steps were taken.

Gallegos stated that he understood the rationale for deferring the formal investigation to be rooted in the desire to preserve the integrity of the investigative process and to ensure that the investigation would be conducted under the protection of the attorney-client privilege and work-product doctrine from its inception.

B. Board Resolution — April 28, 2023

Gallegos stated that he was informed by Fiona Blackwood that on April 28, 2023, two committees of the AGMG Board of Directors — the People & Culture Committee and the Audit & Risk Committee — convened a joint session and adopted a resolution authorizing the retention of independent outside counsel to conduct a privileged investigation into the allegations against Marcus Hale.

The People & Culture Committee is chaired by Dame Cordelia Ashworth, an Independent Non-Executive Director of AGMG. The Audit & Risk Committee is chaired by Raymond Okoro, also an Independent Non-Executive Director of AGMG. Gallegos stated that Blackwood communicated to him that the joint resolution reflected the Board's determination that the allegations were sufficiently serious to warrant an independent investigation conducted by outside counsel with expertise in employment law and internal investigations.

Gallegos further stated that Blackwood informed him that Elliot Vane, Chief Executive Officer of AGMG, was formally recused from oversight of the investigation. Gallegos understood that the recusal was premised on Vane's direct reporting relationship with Hale and the need to avoid any appearance of conflict of interest or undue influence in the investigative process.

C. Hale's Administrative Leave — May 3, 2023

Gallegos stated that on May 3, 2023, upon the direction of the Board of Directors as communicated through Fiona Blackwood, he placed Marcus Hale on paid administrative leave pending the completion of the privileged investigation.

Gallegos described the steps taken in connection with Hale's administrative leave:

• Gallegos communicated the leave decision to Hale in person at APS headquarters in Burbank, California. Gallegos stated that he met with Hale privately and informed him that the Board had directed that he be placed on paid administrative leave effective immediately pending the investigation.

• Hale's access to company email, the company's Meridian Solutions workspace, and all other internal systems and applications was suspended on the same date.

• Hale was informed that he should not contact APS employees regarding the substance of the investigation or any related matters.

Gallegos stated that on the same date, May 3, 2023, Hale retained personal legal counsel. Hale's personal counsel is Graham Thornfield of Thornfield & Associates LLP, located at 10250 Constellation Boulevard, Suite 1950, Los Angeles, California 90067. Gallegos stated that he was informed of Hale's retention of personal counsel on May 3, 2023, and that all subsequent communications with Hale regarding the investigation have been directed through Thornfield & Associates LLP.

VI. DOCUMENT PRESERVATION AND COLLECTION SUPPORT

Gallegos confirmed that he received the litigation hold notice dated May 2, 2023, which was drafted by Calderwood & Harkness LLP for issuance by APS to relevant custodians. Gallegos stated that he disseminated the litigation hold notice to all identified custodians within APS in accordance with the instructions provided by Calderwood & Harkness. The litigation hold notice instructed recipients to preserve all documents, communications, and electronically stored information potentially relevant to the investigation and to the claims asserted by Morales, and it outlined the categories of materials subject to the hold.

Gallegos served as the primary internal point of contact for document collection efforts, coordinating closely with the Calderwood & Harkness investigation team and with Linden Forensics Group Inc. ("Linden"), a forensic data collection and e-discovery vendor retained by Calderwood & Harkness. Linden is located at 201 Mission Street, Suite 1400, San Francisco, California 94105. Gallegos stated that Linden's forensic data collection was conducted on-site at APS headquarters in Burbank over the course of three days, from May 10 through May 12, 2023.

During the forensic collection process, Gallegos facilitated the following:

• Access to Hale's company-issued devices, including his company laptop and company-issued mobile phone, which had been secured upon the commencement of Hale's administrative leave.

• Access to APS email systems (hosted on Ashgrove Software) and Meridian Solutions workspaces for the nine identified custodians, as designated by Calderwood & Harkness based on the scope of the investigation.

• Transmission to Calderwood & Harkness of the following HR records and documents: Hale's complete personnel file; Morales's complete personnel file; Ngo's complete personnel file; Whitfield's complete personnel file; current and historical organizational charts for APS reflecting the reporting structure under Hale, including the nine direct-report SVPs; and other relevant HR records, including performance reviews, compensation records, and benefits enrollment information for the identified custodians.

Gallegos confirmed that all document collection and transmission activities were conducted under the direction and supervision of Calderwood & Harkness LLP and in coordination with Linden Forensics Group Inc.

VII. PRIOR INFORMAL COMPLAINT — SERENA WHITCOMB (JULY 2021)

A. Nature of the 2021 Complaint

Gallegos confirmed that a prior complaint was made against Marcus Hale in July 2021 by Serena Whitcomb, who at the time served as Executive Assistant to Hale at APS. Whitcomb was employed at APS from April 2019 through September 2021.

Gallegos stated that Whitcomb's complaint alleged that Hale made inappropriate comments to her. Gallegos characterized the complaint as "informal" because Whitcomb did not submit a written complaint through the Aurelius Ethics & Compliance Hotline or through any other formal intake process recognized by APS or AGMG. Rather, Whitcomb raised her concerns verbally with Gallegos during a private conversation in Gallegos's office at APS headquarters in Burbank.

Gallegos recalled that the comments alleged by Whitcomb were of a personal nature and that Whitcomb stated they made her uncomfortable in the workplace. Gallegos stated that he could not recall the precise language that Whitcomb attributed to Hale. When asked to elaborate on the general character of the comments, Gallegos stated that he recalled Whitcomb describing the comments as personal in tone, relating to her appearance and personal life, and that Whitcomb felt the comments were inappropriate given the professional context and the power differential between herself and Hale. Gallegos stated that Whitcomb did not allege physical contact or that Hale explicitly propositioned her, but that Whitcomb was nevertheless uncomfortable with the nature and frequency of the comments.

B. Handling of the Whitcomb Complaint

Gallegos stated that he handled the Whitcomb complaint internally without conducting a formal investigation. Gallegos explained the steps he took as follows:

• Gallegos met privately with Hale to discuss the reported behavior. Gallegos stated that he did not identify Whitcomb by name during this conversation with Hale, though Gallegos acknowledged that, given Whitcomb's role as Hale's Executive Assistant, Hale likely could have inferred the identity of the complainant.

• On August 2, 2021, Gallegos issued a verbal counseling to Hale, advising him that his comments had made an employee uncomfortable and that he should be more mindful of maintaining professional boundaries in his interactions with subordinates.

• Gallegos stated that Hale was receptive during the counseling conversation. Hale did not contest the feedback, did not become defensive, and indicated that he understood and would adjust his behavior accordingly.

Critically, Gallegos stated that he did not escalate the Whitcomb complaint to Fiona Blackwood, General Counsel of AGMG, or to Patricia Sung, Chief People Officer of AGMG, or to anyone else in London or at the parent-company level. Gallegos further stated that he did not notify the Aurelius Ethics & Compliance Hotline, Ingrid Holt (Chief Compliance Officer of AGMG), or any other compliance function of the Whitcomb complaint. Gallegos stated that his decision not to escalate was based on his assessment at the time that the matter was relatively minor and that the verbal counseling had addressed the issue.

C. Absence of Written Documentation

Gallegos acknowledged that no written documentation of the verbal counseling issued on August 2, 2021 was created or retained. Specifically:

• No written record of the verbal counseling was placed in Hale's personnel file.

• Gallegos did not prepare a written summary of the Whitcomb complaint itself, the substance of the counseling conversation with Hale, or any follow-up actions.

• No memorandum, email, or other contemporaneous documentation memorializing the complaint, the investigation (or lack thereof), or the resolution was created.

When asked why no written record was created, Gallegos stated that he viewed the matter as minor at the time and that verbal counseling for what he perceived to be first-time, lower-severity concerns was, in his experience, customarily handled informally without written documentation. Gallegos stated that this approach was consistent with how he had handled similar matters in the past.

Gallegos acknowledged that the current version of the APS Employee Handbook (California Supplement, revised March 15, 2022), at Section 8.1 (Complaint & Investigation Procedures), expressly contemplates that written documentation shall be prepared and maintained for all complaints received and all corrective actions taken in response. However, Gallegos stated that the March 15, 2022 revision of the handbook post-dated the Whitcomb complaint, and that the prior version of the handbook in effect in July 2021 was, in his characterization, "less prescriptive" regarding documentation requirements for informal complaints and verbal counseling.

Notwithstanding this distinction, Gallegos conceded that even under the policies in effect in 2021, best practice would have been to create a written record of the Whitcomb complaint and the counseling provided to Hale. Gallegos acknowledged that the absence of written documentation is a deficiency that he recognizes in hindsight.

D. Whitcomb's Departure

Gallegos stated that Serena Whitcomb departed APS in September 2021, approximately two months after she raised her complaint with Gallegos.

Gallegos characterized the departure as voluntary. He stated that Whitcomb submitted a standard two-week resignation notice and cited a desire to pursue other professional opportunities as her reason for leaving. Gallegos stated that Whitcomb did not reference the complaint, Hale's conduct, or any dissatisfaction with the company's handling of her concerns in her resignation notice.

Gallegos stated that he did not believe Whitcomb's departure was directly related to her complaint about Hale, but he acknowledged that he could not be certain. Gallegos confirmed that there was no exit interview documentation referencing the complaint. When asked whether an exit interview was conducted with Whitcomb, Gallegos stated that he believed a standard exit interview was conducted by a member of his HR team, but that the documentation from that exit interview — to the extent it exists — does not reference Whitcomb's complaint regarding Hale.

VIII. RELEVANT POLICIES AND GALLEGOS'S FAMILIARITY

A. Applicable Policies

Gallegos confirmed his familiarity with the following AGMG and APS policies, each of which is relevant to the subject matter of this investigation:

1. AGMG Global Code of Conduct, Version 4.2, effective January 1, 2022. Gallegos stated that the Global Code of Conduct establishes company-wide expectations for ethical behavior, including provisions related to respectful workplace conduct, prohibition of harassment and discrimination, and the obligation to report known or suspected violations.

2. APS Employee Handbook (California Supplement), revised March 15, 2022, including the following sections:

• Section 5.3 — Anti-Harassment & Anti-Discrimination Policy. This section prohibits all forms of harassment and discrimination based on protected characteristics, including sex and gender, in compliance with federal and California state law.

• Section 5.7 — Anti-Retaliation Policy. This section prohibits retaliation against any employee who, in good faith, reports a complaint, participates in an investigation, or opposes conduct that the employee reasonably believes to be unlawful.

• Section 8.1 — Complaint & Investigation Procedures. This section sets forth the procedures for filing complaints, conducting investigations, and documenting findings and corrective actions.

3. AGMG Board Corporate Governance Guidelines, Section 12 (Executive Conduct Standards). Gallegos stated that this section establishes the standards of conduct expected of senior executives, including requirements for compliance with applicable laws and company policies.

B. Gallegos's Assessment of Policy Compliance

Gallegos was asked to assess whether his handling of the 2021 Whitcomb complaint complied with the policies described above. Gallegos acknowledged that his handling of the Whitcomb complaint did not fully comply with the procedures set forth in APS Employee Handbook Section 8.1, as later revised on March 15, 2022, specifically with respect to the following areas:

• Written documentation. As discussed in Section VII.C above, no written documentation of the complaint, the counseling, or any follow-up was created or retained. Gallegos acknowledged that Section 8.1 of the revised handbook calls for written documentation of all complaints and all corrective actions.

• Formal escalation. Gallegos acknowledged that he did not escalate the Whitcomb complaint to the General Counsel, the Chief People Officer, or any other London-based leadership. Gallegos further acknowledged that, given that the complaint involved the President of APS — the most senior executive at the subsidiary level — escalation to the General Counsel or London-based leadership would have been appropriate.

Gallegos stated that the Aurelius Ethics & Compliance Hotline, operated by Meridian Compliance Solutions LLC, was available and operational in July 2021 when Whitcomb raised her complaint. However, Whitcomb did not utilize the hotline, and Gallegos did not direct Whitcomb to the hotline as an alternative or supplementary reporting channel. Gallegos acknowledged that directing Whitcomb to the hotline or independently logging the complaint through the hotline system would have been a prudent step.

C. Awareness of Hale's Conduct Between 2021 and 2023

Gallegos was asked whether, during the period between the Whitcomb complaint in July 2021 and the Morales complaint in April 2023 — a span of approximately twenty-one months — he received any additional complaints, reports, or information regarding Hale's conduct toward employees.

Gallegos stated that during this period, he did not receive any additional formal or informal complaints regarding Hale's conduct toward employees. Gallegos further stated that he was not aware of any rumors, concerns, or informal reports circulating within APS regarding Hale's behavior during that period. Gallegos stated that nothing came to his attention during this interval that would have prompted him to revisit the Whitcomb matter or to take any additional action with respect to Hale.

Gallegos also confirmed that he did not conduct any follow-up with Hale after the August 2, 2021 verbal counseling to confirm that Hale had modified his behavior or that the issue had been resolved. No check-in conversations, follow-up meetings, or monitoring of Hale's interactions with subordinates were conducted.

IX. GALLEGOS'S OBSERVATIONS REGARDING COMPLAINANTS AND HALE

A. Observations on Jenna Morales

Gallegos described Jenna Morales as a strong performer in her role as Vice President of Development at APS. Gallegos stated that, based on his review of HR records and his general familiarity with the studio division's leadership team, he was not aware of any documented performance issues, performance improvement plans, or disciplinary actions involving Morales at any time during her tenure at APS.

Gallegos stated that he had no reason to doubt the sincerity of Morales's complaint. Gallegos characterized Morales as a credible and professional member of the APS leadership team and stated that, in his interactions with Morales over the years, he had found her to be thoughtful and measured in her communications.

B. Observations on Claire Ngo

Gallegos described Claire Ngo as a competent and diligent employee in her role as Senior Director of Talent Relations at APS. Gallegos stated that he was not aware of any documented performance issues involving Ngo. Gallegos noted that Ngo's position involves regular interaction with high-profile talent and requires a high degree of professionalism and discretion, and that Ngo had performed these duties capably.

Gallegos confirmed that Ngo's complaint was consistent in material respects with Morales's allegations regarding Hale's general pattern of conduct. Specifically, both complainants described sexually suggestive or inappropriate behavior by Hale directed toward female subordinates, and both alleged exclusion or adverse treatment following the unwanted conduct.

C. Observations on Darren Whitfield

Gallegos described Darren Whitfield as a long-tenured and well-regarded Senior Vice President within APS. Whitfield has been employed at APS since September 2017 and has served as SVP of Physical Production throughout his tenure. Gallegos stated that Whitfield is recognized as one of the most experienced and capable production executives at the studio and that he enjoys a strong reputation within the industry.

Gallegos stated that he was aware of the reassignment of Project Meridian and Project Halcyon from Whitfield to Cameron Briggs in February 2023. Gallegos stated that he had not been consulted by Hale regarding the rationale for the reassignment at the time it occurred, which Gallegos noted was unusual given the significance of the projects involved and the seniority of the personnel affected.

Gallegos stated that when he subsequently learned of Whitfield's report — including Whitfield's account that the reassignment followed his having raised concerns about Hale's treatment of female employees at the January 23, 2023 leadership meeting — the timing of the reassignment struck him as notable. Gallegos stated that the proximity in time between Whitfield's expression of concerns (January 23, 2023) and the reassignment of the projects (February 6, 2023) — a span of only fourteen days — raised questions in his mind about whether the reassignment may have been motivated, at least in part, by Whitfield's having raised concerns.

D. Observations on Marcus Hale

Gallegos stated that Marcus Hale was generally viewed within APS and AGMG as an effective and results-oriented executive. Since his appointment as President in January 2019, Hale had overseen a period of significant growth in APS's production slate and had been credited by the Board and by AGMG's CEO with delivering strong financial performance for the studio division.

Gallegos described Hale's management style as "direct" and "demanding." Gallegos noted that Hale had a reputation for being impatient with subordinates who did not meet his expectations and for maintaining a high-pressure work environment. Gallegos stated that, while these characteristics were well-known within APS, Hale's management approach had not previously resulted in formal complaints to HR — with the exception of the Whitcomb complaint in July 2021 and the complaints at issue in this investigation.

Gallegos stated that he had not personally observed Hale engage in sexually inappropriate behavior. Apart from the report received from Serena Whitcomb in July 2021 and the complaints from Morales, Ngo, and Whitfield in April 2023, Gallegos had no direct or indirect knowledge of sexual misconduct by Hale.

Gallegos provided the following compensation information for Hale, which he confirmed from HR records:

X. ADDITIONAL INFORMATION PROVIDED

In addition to the foregoing, Gallegos provided the following information and materials to the investigation team:

• Organizational charts. Gallegos provided current and historical organizational charts for APS reflecting the reporting structure under Hale, including the nine direct-report SVPs and their respective functional areas.

• Identification of Cameron Briggs. Gallegos identified Cameron Briggs, SVP of Production, as the individual who received the reassigned projects (Project Meridian and Project Halcyon) from Whitfield. Gallegos stated that Briggs is a direct report to Hale.

• Off-site retreat attendee list. Gallegos provided a list of attendees at the February 17–18, 2023 company off-site retreat held at the Monarch Valley Resort in Ojai, California. Gallegos stated that the attendee list includes senior leadership from APS's Burbank, Atlanta, and New York offices.

• Hale's employment agreement. Gallegos confirmed that Hale's employment agreement with APS was dated January 7, 2019. Gallegos stated that the agreement contains termination-for-cause provisions at Section 9.2(b), which Gallegos identified as potentially relevant to the investigation.

• Anti-harassment training compliance. Gallegos confirmed that APS's anti-harassment training program requires annual completion by all employees, including senior leadership, in compliance with California Government Code Section 12950.1. Gallegos confirmed that Marcus Hale completed the most recent required anti-harassment training in calendar year 2022.

XI. CLOSING

At the conclusion of the interview, Mr. Gallegos was advised that he may be asked to participate in a follow-up interview if additional questions arise during the course of the investigation. Gallegos stated that he understood and that he would make himself available for any further discussions as needed.

Gallegos was reminded of the Upjohn admonition that was administered at the outset of the interview, including the instruction that he should not discuss the substance of the interview with other employees, colleagues, or third parties. Gallegos was specifically reminded that the privilege belongs to AGMG and that unauthorized disclosure of the contents of the interview could jeopardize the privileged nature of the communication and the integrity of the investigation.

Gallegos confirmed that he understood and agreed to comply with these instructions.

The interview concluded at approximately 12:00 p.m. PDT.

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT

Prepared by:

________________________________________

Devon Archer Lead Associate, Labor & Employment Calderwood & Harkness LLP 1999 Avenue of the Stars, Suite 2800 Los Angeles, CA 90067

________________________________________

Nadia Petrov Associate, Labor & Employment Calderwood & Harkness LLP 1999 Avenue of the Stars, Suite 2800 Los Angeles, CA 90067

Date: June 1, 2023 Matter No.: 1017-00005

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT — PREPARED AT THE DIRECTION OF COUNSEL. This memorandum was prepared by Calderwood & Harkness LLP at the direction of and for the benefit of Aurelius Global Media Group PLC and is protected by the attorney-client privilege and the work-product doctrine. This memorandum reflects the mental impressions, conclusions, opinions, and legal theories of counsel. Do not distribute, copy, or disclose without prior authorization from Calderwood & Harkness LLP.

Interview Date:	June 1, 2023
Interview Location:	Calderwood & Harkness LLP, Los Angeles Office, 1999 Avenue of the Stars, Suite 2800, Los Angeles, CA 90067
Interviewers:	Devon Archer, Lead Associate; Nadia Petrov, Associate
Duration:	Approximately 2 hours and 15 minutes (9:45 a.m. to 12:00 p.m. PDT)
Witness Counsel Present:	None (Mr. Gallegos appeared in his capacity as a company employee; no personal counsel was present)
Also Present:	None
Compensation Component	Amount
Base Salary	$1,850,000
Target Annual Bonus	$1,390,000
Equity Awards (approximate annual value)	$1,460,000
Total Annual Compensation (approximate)	$4,700,000

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT PREPARED AT THE DIRECTION OF COUNSEL
This memorandum was prepared by Calderwood & Harkness LLP at the direction of and for the benefit of Aurelius Global Media Group PLC and is protected by the attorney-client privilege and the work-product doctrine. This memorandum reflects the mental impressions, conclusions, opinions, and legal theories of counsel. Do not distribute, copy, or disclose without prior authorization from Calderwood & Harkness LLP.
MEMORANDUM
TO: Privileged Investigation File — Matter No. 1017-00005
FROM: Devon Archer, Lead Associate, Labor & Employment, Calderwood & Harkness LLP Nadia Petrov, Associate, Labor & Employment, Calderwood & Harkness LLP
DATE: June 1, 2023
RE: Privileged Interview Summary — Victor Gallegos, Vice President of Human Resources, Aurelius Pacific Studios Inc.
I. UPJOHN ADMONITION
At the outset of the interview, Devon Archer administered the standard Upjohn/corporate Miranda warning to Mr. Gallegos. Specifically, Archer advised Mr. Gallegos of the following:
1.  Calderwood & Harkness LLP represents Aurelius Global Media Group PLC ("AGMG") and its subsidiaries, including Aurelius Pacific Studios Inc. ("APS"), in connection with an internal investigation. Calderwood & Harkness LLP does not represent Mr. Gallegos individually, and no attorney-client relationship exists between Calderwood & Harkness LLP and Mr. Gallegos personally.
2.  The purpose of the interview is to gather facts in connection with the investigation being conducted at the direction of AGMG. The conversation between Mr. Gallegos and counsel is protected by the attorney-client privilege, but that privilege belongs solely to AGMG, not to Mr. Gallegos individually.
3.  AGMG may, in its sole discretion, elect to waive the attorney-client privilege and disclose the substance of this interview to third parties, including, without limitation, governmental authorities, regulators, or opposing parties in litigation. The decision whether to waive or not waive the privilege rests exclusively with AGMG.
4.  Mr. Gallegos should not discuss the substance of this interview with other employees, colleagues, or third parties, as doing so could jeopardize the privileged nature of the communication and the integrity of the investigation.
5.  Mr. Gallegos's cooperation in this interview is expected in his capacity as a company employee, and he has an obligation to provide truthful and complete information.
Following the administration of the Upjohn admonition, Archer asked Mr. Gallegos whether he understood each of the foregoing advisements. Mr. Gallegos confirmed that he understood the admonition in its entirety. Mr. Gallegos did not ask any clarifying questions regarding the advisements. Mr. Gallegos stated that he was willing to proceed with the interview, and the interview commenced.
II. BACKGROUND AND ROLE
A. Professional History at Aurelius Pacific Studios Inc.
Victor Gallegos serves as Vice President of Human Resources for Aurelius Pacific Studios Inc. ("APS"), which is headquartered at 3200 West Alameda Avenue, Suite 400, Burbank, California 91505. Gallegos has served in the VP of Human Resources role since March 2018, a period of approximately five years, and has been in the role continuously throughout the entire period relevant to this investigation.
APS is a Delaware corporation and a wholly owned subsidiary of Aurelius Global Media Group PLC ("AGMG"), a United Kingdom-headquartered public limited company listed on the London Stock Exchange's AIM market. Gallegos explained that APS functions as the domestic production and development arm of AGMG and employs approximately 2,300 people across its operations. APS is the direct employer of all U.S. studio-division personnel, including Marcus Hale, who holds the title of President of APS.
Gallegos described his reporting structure as dual in nature. On matters of HR policy, global compliance, and workforce strategy, Gallegos reports to Patricia Sung, Chief People Officer of AGMG, who is based at AGMG's London headquarters. In addition, Gallegos maintains a dotted-line reporting relationship to the President of APS on operational and business matters affecting the studio division. Gallegos noted that this dual-reporting arrangement is common within AGMG's subsidiary structure and has been in place since his appointment.
Gallegos described his day-to-day responsibilities as encompassing a broad range of human resources functions, including but not limited to: employee relations and workplace investigations; HR compliance with federal, state, and local employment laws (with particular emphasis on California-specific requirements); talent management and succession planning; benefits administration; coordination with external counsel on employment-related matters; and serving as the primary HR point of contact for APS's Burbank headquarters as well as its satellite offices located in Atlanta, Georgia and New York, New York. Gallegos stated that he oversees a team of approximately fourteen HR professionals who are distributed across these three locations.
B. Relationship with Marcus Hale
Gallegos stated that he has worked directly with Marcus Hale since Hale commenced his role as President of APS in January 2019. Gallegos described his professional interactions with Hale as regular and frequent, noting that he and Hale typically communicate multiple times per week on a range of HR matters affecting the studio division. These interactions include discussions regarding performance management of senior personnel, senior staffing decisions and organizational structure, employee relations matters, compensation-related inquiries, and other operational human resources concerns.
Gallegos noted that Hale's direct report team consists of nine Senior Vice Presidents who collectively oversee the major operational functions of APS, including development, production, physical production, business affairs, marketing, distribution, talent relations, finance, and technology. Gallegos stated that, in his capacity as VP of Human Resources, he regularly interfaces with each of these SVPs on HR-related matters, in addition to his interactions with Hale.
III. RECEIPT AND ESCALATION OF THE MORALES HOTLINE COMPLAINT
A. Initial Receipt — April 18–19, 2023
Gallegos described in detail the process by which he received the complaint from Jenna Morales, Vice President of Development at APS. Gallegos explained that on April 18, 2023, Morales submitted a written complaint through the Aurelius Ethics & Compliance Hotline. The hotline is operated by a third-party vendor, Meridian Compliance Solutions LLC, which is based at 233 South Wacker Drive, Suite 4100, Chicago, Illinois 60606. The complaint was assigned case reference number MCS-1014-00001 within the Meridian system.
Gallegos stated that the complaint was initially submitted on an anonymous basis. The Meridian platform permits complainants to file reports either anonymously or with identifying information, at the complainant's election. On April 18, 2023, when the complaint was first received, the identity of the complainant was not known to Gallegos or to any other individual within APS or AGMG.
On April 19, 2023, the following day, Morales self-identified as the complainant. Gallegos stated that Morales contacted the Meridian hotline platform to update her submission with her name and contact information. This self-identification was communicated to Gallegos through the hotline system's notification protocols.
Gallegos explained the routing mechanics of the hotline system in further detail. The Meridian platform is configured to route complaints to designated recipients based on the subject matter of the complaint, the seniority of the individuals involved, and the geographic location of the complainant and the subject. Because the Morales complaint involved a senior executive at APS — specifically, the President of the subsidiary — and because the complaint raised allegations of sexual harassment, Gallegos was designated as the initial recipient within the HR function. Gallegos stated that this routing was consistent with the standard configuration of the Meridian platform as applied to APS.
Gallegos noted that Ingrid Holt, Chief Compliance Officer of AGMG, manages the overall vendor relationship with Meridian Compliance Solutions LLC at the parent-company level. However, Gallegos stated that, per his understanding, Holt did not initially receive this particular complaint directly through the system's routing protocols. Holt was subsequently informed of the complaint as part of the escalation process described below.
B. Escalation to London — April 19, 2023
Gallegos stated that on the same day Morales self-identified as the complainant — April 19, 2023 — he escalated the complaint to senior leadership in London. Specifically, Gallegos escalated the complaint to Fiona Blackwood, General Counsel of AGMG, and Patricia Sung, Chief People Officer of AGMG, both of whom are based at AGMG's London headquarters.
Gallegos explained his rationale for immediate escalation. He identified three principal factors that informed his decision:
1.  Seniority of the subject. The complaint involved Marcus Hale, who holds the most senior executive position at APS. Gallegos stated that any complaint implicating the President of a subsidiary warranted immediate escalation to the parent company.
2.  Severity of the allegations. The complaint contained allegations of sexual harassment, including unwanted sexual advances and sexually explicit communications. Gallegos stated that the nature and gravity of these allegations required prompt attention at the highest levels of the organization.
3.  Board-level awareness. Given the combination of the seniority of the subject and the severity of the allegations, Gallegos believed that the matter would ultimately require Board-level awareness, and that early escalation to the General Counsel was the appropriate conduit to ensure that the relevant Board committees were informed in a timely manner.
Gallegos stated that he communicated the escalation via email to both Blackwood and Sung on April 19, 2023, and followed up with a telephone call with Blackwood later the same day to discuss the matter in greater detail. Gallegos stated that during the telephone call, Blackwood acknowledged receipt of the complaint and indicated that she would consult with the appropriate Board committees regarding next steps.
C. Description of the Complaint Contents
Gallegos summarized his understanding of the substance of the Morales complaint. Based on his review of the hotline submission as received through the Meridian platform, Gallegos understood the complaint to contain the following categories of allegations:
•  Unwanted sexual advances. Morales alleged that Marcus Hale made unwanted sexual advances toward her on one or more occasions.
•  Sexually explicit comments. Morales alleged that Hale directed sexually explicit and inappropriate comments toward her in professional settings and through electronic communications.
•  Retaliatory reassignment. Morales alleged that after she rejected Hale's advances, Hale retaliated against her by reassigning her from certain high-profile development projects.
Gallegos further stated that the complaint referenced specific incidents, including an alleged invitation by Hale for Morales to join him in his hotel room during a production-related business trip, as well as sexually suggestive text messages that Hale allegedly sent to Morales. Gallegos stated that he reviewed the text of the hotline complaint as submitted through the Meridian platform but did not have copies of the text messages themselves at that time.
IV. CORROBORATING COMPLAINTS — NGO AND WHITFIELD
A. Claire Ngo — April 24, 2023
Gallegos stated that on April 24, 2023, approximately five days after the Morales complaint was escalated, Claire Ngo, Senior Director of Talent Relations at APS, submitted a separate complaint directly to Gallegos. Ngo did not utilize the Aurelius Ethics & Compliance Hotline to submit her complaint; rather, she approached Gallegos directly and provided her account in a meeting at APS headquarters in Burbank.
Ngo's complaint corroborated certain aspects of Morales's allegations regarding Hale's conduct and, in addition, included Ngo's own allegations of inappropriate behavior by Hale directed toward her. Specifically, Ngo alleged that Hale made sexually suggestive remarks to her during a company off-site retreat held at the Monarch Valley Resort in Ojai, California (located at 905 Country Club Road, Ojai, California 93023) on February 17–18, 2023. Ngo further alleged that following the off-site retreat, Hale excluded her from key talent-relations strategy meetings in March and April 2023 without explanation, which she perceived as retaliatory.
Gallegos stated that he promptly escalated Ngo's complaint to Fiona Blackwood and Patricia Sung in London, consistent with the escalation process he had followed for the Morales complaint. Gallegos stated that this escalation occurred on the same day he received Ngo's complaint, April 24, 2023.
B. Darren Whitfield — April 26, 2023
Gallegos stated that on April 26, 2023, Darren Whitfield, Senior Vice President of Physical Production at APS, voluntarily contacted Gallegos to report his own concerns regarding retaliatory conduct by Hale. Whitfield did not submit a complaint through the Aurelius Ethics & Compliance Hotline; rather, he contacted Gallegos directly by telephone and subsequently met with Gallegos in person at APS headquarters.
Whitfield reported the following: At a leadership team meeting held on January 23, 2023, Whitfield raised concerns about Hale's treatment of female employees within the studio division. Whitfield stated that he voiced these concerns during a discussion regarding employee morale and retention. Whitfield reported that following this meeting, Hale reassigned two of Whitfield's highest-profile production projects — identified internally by the codenames "Project Meridian" and "Project Halcyon," with combined budgets of approximately $187 million — to Cameron Briggs, SVP of Production, effective February 6, 2023. Whitfield perceived this reassignment as retaliatory in nature, taken in direct response to Whitfield's having raised concerns about Hale's conduct toward female employees.
Gallegos stated that he escalated Whitfield's report to Blackwood and Sung on the same day, April 26, 2023, consistent with the established escalation protocol.
C. Demand Letter — April 20, 2023
Gallegos confirmed that on April 20, 2023, a formal demand letter was received by Aurelius Pacific Studios Inc., addressed to the attention of Victor Gallegos in his capacity as VP of Human Resources. The demand letter was sent on behalf of Jenna Morales by her attorney, Sandra Reeves, of the firm Nakamura Reeves LLP, located at 515 South Flower Street, Suite 3600, Los Angeles, California 90071.
The demand letter alleged violations of the California Fair Employment and Housing Act ("FEHA"), codified at California Government Code Sections 12940 et seq., including claims of sexual harassment, hostile work environment, and retaliation. The letter further demanded that APS and AGMG immediately preserve all documents and electronically stored information potentially relevant to Morales's claims, including but not limited to communications, personnel files, and records related to the allegations.
Gallegos stated that he forwarded the demand letter to Fiona Blackwood, General Counsel of AGMG, on the same day it was received, April 20, 2023. Gallegos stated that he understood the demand letter to formalize the legal dimension of the matter and that it reinforced the urgency of the escalation that had already commenced.
V. INTERIM ACTIONS AND BOARD AUTHORIZATION
A. Initial Protective Steps
Gallegos described the interim actions that were taken between the initial receipt of the complaints and the formal engagement of Calderwood & Harkness LLP as outside counsel. During this interim period — spanning approximately from April 19, 2023 through the formal engagement of outside counsel in early May 2023 — Gallegos took the following protective steps:
•  Gallegos ensured that Jenna Morales's current reporting relationships and job assignments were not disturbed. Morales continued to perform her duties as VP of Development and was not subjected to any changes in her role, reporting line, or project assignments during this period.
•  Gallegos similarly ensured that Claire Ngo's current reporting relationships and job assignments remained intact. Ngo continued in her role as Senior Director of Talent Relations, and no adverse changes were made to her position.
•  Gallegos confirmed that he did not initiate a formal internal investigation during this interim period. Gallegos stated that this decision was made in consultation with Fiona Blackwood, who advised that, given the seniority of the subject and the potential for litigation, the Board should have the opportunity to determine whether to retain independent outside counsel to conduct a privileged investigation before any formal investigative steps were taken.
Gallegos stated that he understood the rationale for deferring the formal investigation to be rooted in the desire to preserve the integrity of the investigative process and to ensure that the investigation would be conducted under the protection of the attorney-client privilege and work-product doctrine from its inception.
B. Board Resolution — April 28, 2023
Gallegos stated that he was informed by Fiona Blackwood that on April 28, 2023, two committees of the AGMG Board of Directors — the People & Culture Committee and the Audit & Risk Committee — convened a joint session and adopted a resolution authorizing the retention of independent outside counsel to conduct a privileged investigation into the allegations against Marcus Hale.
The People & Culture Committee is chaired by Dame Cordelia Ashworth, an Independent Non-Executive Director of AGMG. The Audit & Risk Committee is chaired by Raymond Okoro, also an Independent Non-Executive Director of AGMG. Gallegos stated that Blackwood communicated to him that the joint resolution reflected the Board's determination that the allegations were sufficiently serious to warrant an independent investigation conducted by outside counsel with expertise in employment law and internal investigations.
Gallegos further stated that Blackwood informed him that Elliot Vane, Chief Executive Officer of AGMG, was formally recused from oversight of the investigation. Gallegos understood that the recusal was premised on Vane's direct reporting relationship with Hale and the need to avoid any appearance of conflict of interest or undue influence in the investigative process.
C. Hale's Administrative Leave — May 3, 2023
Gallegos stated that on May 3, 2023, upon the direction of the Board of Directors as communicated through Fiona Blackwood, he placed Marcus Hale on paid administrative leave pending the completion of the privileged investigation.
Gallegos described the steps taken in connection with Hale's administrative leave:
•  Gallegos communicated the leave decision to Hale in person at APS headquarters in Burbank, California. Gallegos stated that he met with Hale privately and informed him that the Board had directed that he be placed on paid administrative leave effective immediately pending the investigation.
•  Hale's access to company email, the company's Meridian Solutions workspace, and all other internal systems and applications was suspended on the same date.
•  Hale was informed that he should not contact APS employees regarding the substance of the investigation or any related matters.
Gallegos stated that on the same date, May 3, 2023, Hale retained personal legal counsel. Hale's personal counsel is Graham Thornfield of Thornfield & Associates LLP, located at 10250 Constellation Boulevard, Suite 1950, Los Angeles, California 90067. Gallegos stated that he was informed of Hale's retention of personal counsel on May 3, 2023, and that all subsequent communications with Hale regarding the investigation have been directed through Thornfield & Associates LLP.
VI. DOCUMENT PRESERVATION AND COLLECTION SUPPORT
Gallegos confirmed that he received the litigation hold notice dated May 2, 2023, which was drafted by Calderwood & Harkness LLP for issuance by APS to relevant custodians. Gallegos stated that he disseminated the litigation hold notice to all identified custodians within APS in accordance with the instructions provided by Calderwood & Harkness. The litigation hold notice instructed recipients to preserve all documents, communications, and electronically stored information potentially relevant to the investigation and to the claims asserted by Morales, and it outlined the categories of materials subject to the hold.
Gallegos served as the primary internal point of contact for document collection efforts, coordinating closely with the Calderwood & Harkness investigation team and with Linden Forensics Group Inc. ("Linden"), a forensic data collection and e-discovery vendor retained by Calderwood & Harkness. Linden is located at 201 Mission Street, Suite 1400, San Francisco, California 94105. Gallegos stated that Linden's forensic data collection was conducted on-site at APS headquarters in Burbank over the course of three days, from May 10 through May 12, 2023.
During the forensic collection process, Gallegos facilitated the following:
•  Access to Hale's company-issued devices, including his company laptop and company-issued mobile phone, which had been secured upon the commencement of Hale's administrative leave.
•  Access to APS email systems (hosted on Ashgrove Software) and Meridian Solutions workspaces for the nine identified custodians, as designated by Calderwood & Harkness based on the scope of the investigation.
•  Transmission to Calderwood & Harkness of the following HR records and documents: Hale's complete personnel file; Morales's complete personnel file; Ngo's complete personnel file; Whitfield's complete personnel file; current and historical organizational charts for APS reflecting the reporting structure under Hale, including the nine direct-report SVPs; and other relevant HR records, including performance reviews, compensation records, and benefits enrollment information for the identified custodians.
Gallegos confirmed that all document collection and transmission activities were conducted under the direction and supervision of Calderwood & Harkness LLP and in coordination with Linden Forensics Group Inc.
VII. PRIOR INFORMAL COMPLAINT — SERENA WHITCOMB (JULY 2021)
A. Nature of the 2021 Complaint
Gallegos confirmed that a prior complaint was made against Marcus Hale in July 2021 by Serena Whitcomb, who at the time served as Executive Assistant to Hale at APS. Whitcomb was employed at APS from April 2019 through September 2021.
Gallegos stated that Whitcomb's complaint alleged that Hale made inappropriate comments to her. Gallegos characterized the complaint as "informal" because Whitcomb did not submit a written complaint through the Aurelius Ethics & Compliance Hotline or through any other formal intake process recognized by APS or AGMG. Rather, Whitcomb raised her concerns verbally with Gallegos during a private conversation in Gallegos's office at APS headquarters in Burbank.
Gallegos recalled that the comments alleged by Whitcomb were of a personal nature and that Whitcomb stated they made her uncomfortable in the workplace. Gallegos stated that he could not recall the precise language that Whitcomb attributed to Hale. When asked to elaborate on the general character of the comments, Gallegos stated that he recalled Whitcomb describing the comments as personal in tone, relating to her appearance and personal life, and that Whitcomb felt the comments were inappropriate given the professional context and the power differential between herself and Hale. Gallegos stated that Whitcomb did not allege physical contact or that Hale explicitly propositioned her, but that Whitcomb was nevertheless uncomfortable with the nature and frequency of the comments.
B. Handling of the Whitcomb Complaint
Gallegos stated that he handled the Whitcomb complaint internally without conducting a formal investigation. Gallegos explained the steps he took as follows:
•  Gallegos met privately with Hale to discuss the reported behavior. Gallegos stated that he did not identify Whitcomb by name during this conversation with Hale, though Gallegos acknowledged that, given Whitcomb's role as Hale's Executive Assistant, Hale likely could have inferred the identity of the complainant.
•  On August 2, 2021, Gallegos issued a verbal counseling to Hale, advising him that his comments had made an employee uncomfortable and that he should be more mindful of maintaining professional boundaries in his interactions with subordinates.
•  Gallegos stated that Hale was receptive during the counseling conversation. Hale did not contest the feedback, did not become defensive, and indicated that he understood and would adjust his behavior accordingly.
Critically, Gallegos stated that he did not escalate the Whitcomb complaint to Fiona Blackwood, General Counsel of AGMG, or to Patricia Sung, Chief People Officer of AGMG, or to anyone else in London or at the parent-company level. Gallegos further stated that he did not notify the Aurelius Ethics & Compliance Hotline, Ingrid Holt (Chief Compliance Officer of AGMG), or any other compliance function of the Whitcomb complaint. Gallegos stated that his decision not to escalate was based on his assessment at the time that the matter was relatively minor and that the verbal counseling had addressed the issue.
C. Absence of Written Documentation
Gallegos acknowledged that no written documentation of the verbal counseling issued on August 2, 2021 was created or retained. Specifically:
•  No written record of the verbal counseling was placed in Hale's personnel file.
•  Gallegos did not prepare a written summary of the Whitcomb complaint itself, the substance of the counseling conversation with Hale, or any follow-up actions.
•  No memorandum, email, or other contemporaneous documentation memorializing the complaint, the investigation (or lack thereof), or the resolution was created.
When asked why no written record was created, Gallegos stated that he viewed the matter as minor at the time and that verbal counseling for what he perceived to be first-time, lower-severity concerns was, in his experience, customarily handled informally without written documentation. Gallegos stated that this approach was consistent with how he had handled similar matters in the past.
Gallegos acknowledged that the current version of the APS Employee Handbook (California Supplement, revised March 15, 2022), at Section 8.1 (Complaint & Investigation Procedures), expressly contemplates that written documentation shall be prepared and maintained for all complaints received and all corrective actions taken in response. However, Gallegos stated that the March 15, 2022 revision of the handbook post-dated the Whitcomb complaint, and that the prior version of the handbook in effect in July 2021 was, in his characterization, "less prescriptive" regarding documentation requirements for informal complaints and verbal counseling.
Notwithstanding this distinction, Gallegos conceded that even under the policies in effect in 2021, best practice would have been to create a written record of the Whitcomb complaint and the counseling provided to Hale. Gallegos acknowledged that the absence of written documentation is a deficiency that he recognizes in hindsight.
D. Whitcomb's Departure
Gallegos stated that Serena Whitcomb departed APS in September 2021, approximately two months after she raised her complaint with Gallegos.
Gallegos characterized the departure as voluntary. He stated that Whitcomb submitted a standard two-week resignation notice and cited a desire to pursue other professional opportunities as her reason for leaving. Gallegos stated that Whitcomb did not reference the complaint, Hale's conduct, or any dissatisfaction with the company's handling of her concerns in her resignation notice.
Gallegos stated that he did not believe Whitcomb's departure was directly related to her complaint about Hale, but he acknowledged that he could not be certain. Gallegos confirmed that there was no exit interview documentation referencing the complaint. When asked whether an exit interview was conducted with Whitcomb, Gallegos stated that he believed a standard exit interview was conducted by a member of his HR team, but that the documentation from that exit interview — to the extent it exists — does not reference Whitcomb's complaint regarding Hale.
VIII. RELEVANT POLICIES AND GALLEGOS'S FAMILIARITY
A. Applicable Policies
Gallegos confirmed his familiarity with the following AGMG and APS policies, each of which is relevant to the subject matter of this investigation:
1.  AGMG Global Code of Conduct, Version 4.2, effective January 1, 2022. Gallegos stated that the Global Code of Conduct establishes company-wide expectations for ethical behavior, including provisions related to respectful workplace conduct, prohibition of harassment and discrimination, and the obligation to report known or suspected violations.
2.  APS Employee Handbook (California Supplement), revised March 15, 2022, including the following sections:
•  Section 5.3 — Anti-Harassment & Anti-Discrimination Policy. This section prohibits all forms of harassment and discrimination based on protected characteristics, including sex and gender, in compliance with federal and California state law.
•  Section 5.7 — Anti-Retaliation Policy. This section prohibits retaliation against any employee who, in good faith, reports a complaint, participates in an investigation, or opposes conduct that the employee reasonably believes to be unlawful.
•  Section 8.1 — Complaint & Investigation Procedures. This section sets forth the procedures for filing complaints, conducting investigations, and documenting findings and corrective actions.
3.  AGMG Board Corporate Governance Guidelines, Section 12 (Executive Conduct Standards). Gallegos stated that this section establishes the standards of conduct expected of senior executives, including requirements for compliance with applicable laws and company policies.
B. Gallegos's Assessment of Policy Compliance
Gallegos was asked to assess whether his handling of the 2021 Whitcomb complaint complied with the policies described above. Gallegos acknowledged that his handling of the Whitcomb complaint did not fully comply with the procedures set forth in APS Employee Handbook Section 8.1, as later revised on March 15, 2022, specifically with respect to the following areas:
•  Written documentation. As discussed in Section VII.C above, no written documentation of the complaint, the counseling, or any follow-up was created or retained. Gallegos acknowledged that Section 8.1 of the revised handbook calls for written documentation of all complaints and all corrective actions.
•  Formal escalation. Gallegos acknowledged that he did not escalate the Whitcomb complaint to the General Counsel, the Chief People Officer, or any other London-based leadership. Gallegos further acknowledged that, given that the complaint involved the President of APS — the most senior executive at the subsidiary level — escalation to the General Counsel or London-based leadership would have been appropriate.
Gallegos stated that the Aurelius Ethics & Compliance Hotline, operated by Meridian Compliance Solutions LLC, was available and operational in July 2021 when Whitcomb raised her complaint. However, Whitcomb did not utilize the hotline, and Gallegos did not direct Whitcomb to the hotline as an alternative or supplementary reporting channel. Gallegos acknowledged that directing Whitcomb to the hotline or independently logging the complaint through the hotline system would have been a prudent step.
C. Awareness of Hale's Conduct Between 2021 and 2023
Gallegos was asked whether, during the period between the Whitcomb complaint in July 2021 and the Morales complaint in April 2023 — a span of approximately twenty-one months — he received any additional complaints, reports, or information regarding Hale's conduct toward employees.
Gallegos stated that during this period, he did not receive any additional formal or informal complaints regarding Hale's conduct toward employees. Gallegos further stated that he was not aware of any rumors, concerns, or informal reports circulating within APS regarding Hale's behavior during that period. Gallegos stated that nothing came to his attention during this interval that would have prompted him to revisit the Whitcomb matter or to take any additional action with respect to Hale.
Gallegos also confirmed that he did not conduct any follow-up with Hale after the August 2, 2021 verbal counseling to confirm that Hale had modified his behavior or that the issue had been resolved. No check-in conversations, follow-up meetings, or monitoring of Hale's interactions with subordinates were conducted.
IX. GALLEGOS'S OBSERVATIONS REGARDING COMPLAINANTS AND HALE
A. Observations on Jenna Morales
Gallegos described Jenna Morales as a strong performer in her role as Vice President of Development at APS. Gallegos stated that, based on his review of HR records and his general familiarity with the studio division's leadership team, he was not aware of any documented performance issues, performance improvement plans, or disciplinary actions involving Morales at any time during her tenure at APS.
Gallegos stated that he had no reason to doubt the sincerity of Morales's complaint. Gallegos characterized Morales as a credible and professional member of the APS leadership team and stated that, in his interactions with Morales over the years, he had found her to be thoughtful and measured in her communications.
B. Observations on Claire Ngo
Gallegos described Claire Ngo as a competent and diligent employee in her role as Senior Director of Talent Relations at APS. Gallegos stated that he was not aware of any documented performance issues involving Ngo. Gallegos noted that Ngo's position involves regular interaction with high-profile talent and requires a high degree of professionalism and discretion, and that Ngo had performed these duties capably.
Gallegos confirmed that Ngo's complaint was consistent in material respects with Morales's allegations regarding Hale's general pattern of conduct. Specifically, both complainants described sexually suggestive or inappropriate behavior by Hale directed toward female subordinates, and both alleged exclusion or adverse treatment following the unwanted conduct.
C. Observations on Darren Whitfield
Gallegos described Darren Whitfield as a long-tenured and well-regarded Senior Vice President within APS. Whitfield has been employed at APS since September 2017 and has served as SVP of Physical Production throughout his tenure. Gallegos stated that Whitfield is recognized as one of the most experienced and capable production executives at the studio and that he enjoys a strong reputation within the industry.
Gallegos stated that he was aware of the reassignment of Project Meridian and Project Halcyon from Whitfield to Cameron Briggs in February 2023. Gallegos stated that he had not been consulted by Hale regarding the rationale for the reassignment at the time it occurred, which Gallegos noted was unusual given the significance of the projects involved and the seniority of the personnel affected.
Gallegos stated that when he subsequently learned of Whitfield's report — including Whitfield's account that the reassignment followed his having raised concerns about Hale's treatment of female employees at the January 23, 2023 leadership meeting — the timing of the reassignment struck him as notable. Gallegos stated that the proximity in time between Whitfield's expression of concerns (January 23, 2023) and the reassignment of the projects (February 6, 2023) — a span of only fourteen days — raised questions in his mind about whether the reassignment may have been motivated, at least in part, by Whitfield's having raised concerns.
D. Observations on Marcus Hale
Gallegos stated that Marcus Hale was generally viewed within APS and AGMG as an effective and results-oriented executive. Since his appointment as President in January 2019, Hale had overseen a period of significant growth in APS's production slate and had been credited by the Board and by AGMG's CEO with delivering strong financial performance for the studio division.
Gallegos described Hale's management style as "direct" and "demanding." Gallegos noted that Hale had a reputation for being impatient with subordinates who did not meet his expectations and for maintaining a high-pressure work environment. Gallegos stated that, while these characteristics were well-known within APS, Hale's management approach had not previously resulted in formal complaints to HR — with the exception of the Whitcomb complaint in July 2021 and the complaints at issue in this investigation.
Gallegos stated that he had not personally observed Hale engage in sexually inappropriate behavior. Apart from the report received from Serena Whitcomb in July 2021 and the complaints from Morales, Ngo, and Whitfield in April 2023, Gallegos had no direct or indirect knowledge of sexual misconduct by Hale.
Gallegos provided the following compensation information for Hale, which he confirmed from HR records:
X. ADDITIONAL INFORMATION PROVIDED
In addition to the foregoing, Gallegos provided the following information and materials to the investigation team:
•  Organizational charts. Gallegos provided current and historical organizational charts for APS reflecting the reporting structure under Hale, including the nine direct-report SVPs and their respective functional areas.
•  Identification of Cameron Briggs. Gallegos identified Cameron Briggs, SVP of Production, as the individual who received the reassigned projects (Project Meridian and Project Halcyon) from Whitfield. Gallegos stated that Briggs is a direct report to Hale.
•  Off-site retreat attendee list. Gallegos provided a list of attendees at the February 17–18, 2023 company off-site retreat held at the Monarch Valley Resort in Ojai, California. Gallegos stated that the attendee list includes senior leadership from APS's Burbank, Atlanta, and New York offices.
•  Hale's employment agreement. Gallegos confirmed that Hale's employment agreement with APS was dated January 7, 2019. Gallegos stated that the agreement contains termination-for-cause provisions at Section 9.2(b), which Gallegos identified as potentially relevant to the investigation.
•  Anti-harassment training compliance. Gallegos confirmed that APS's anti-harassment training program requires annual completion by all employees, including senior leadership, in compliance with California Government Code Section 12950.1. Gallegos confirmed that Marcus Hale completed the most recent required anti-harassment training in calendar year 2022.
XI. CLOSING
At the conclusion of the interview, Mr. Gallegos was advised that he may be asked to participate in a follow-up interview if additional questions arise during the course of the investigation. Gallegos stated that he understood and that he would make himself available for any further discussions as needed.
Gallegos was reminded of the Upjohn admonition that was administered at the outset of the interview, including the instruction that he should not discuss the substance of the interview with other employees, colleagues, or third parties. Gallegos was specifically reminded that the privilege belongs to AGMG and that unauthorized disclosure of the contents of the interview could jeopardize the privileged nature of the communication and the integrity of the investigation.
Gallegos confirmed that he understood and agreed to comply with these instructions.
The interview concluded at approximately 12:00 p.m. PDT.
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
Prepared by:
________________________________________
Devon Archer Lead Associate, Labor & Employment Calderwood & Harkness LLP 1999 Avenue of the Stars, Suite 2800 Los Angeles, CA 90067
________________________________________
Nadia Petrov Associate, Labor & Employment Calderwood & Harkness LLP 1999 Avenue of the Stars, Suite 2800 Los Angeles, CA 90067
Date: June 1, 2023 Matter No.: 1017-00005
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT — PREPARED AT THE DIRECTION OF COUNSEL. This memorandum was prepared by Calderwood & Harkness LLP at the direction of and for the benefit of Aurelius Global Media Group PLC and is protected by the attorney-client privilege and the work-product doctrine. This memorandum reflects the mental impressions, conclusions, opinions, and legal theories of counsel. Do not distribute, copy, or disclose without prior authorization from Calderwood & Harkness LLP.
Interview Date: | June 1, 2023
Interview Location: | Calderwood & Harkness LLP, Los Angeles Office, 1999 Avenue of the Stars, Suite 2800, Los Angeles, CA 90067
Interviewers: | Devon Archer, Lead Associate; Nadia Petrov, Associate
Duration: | Approximately 2 hours and 15 minutes (9:45 a.m. to 12:00 p.m. PDT)
Witness Counsel Present: | None (Mr. Gallegos appeared in his capacity as a company employee; no personal counsel was present)
Also Present: | None
Compensation Component | Amount
Base Salary | $1,850,000
Target Annual Bonus | $1,390,000
Equity Awards (approximate annual value) | $1,460,000
Total Annual Compensation (approximate) | $4,700,000