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Get filing alertsLionsgate extends CEO Feltheimer to 2031 with 4.5M options tied to $17.50-$22.50 stock targets
Filed April 15, 2026 · Period ending April 13, 2026 · ~1 min read
Key Changes
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CEO Jon Feltheimer's contract extended two years through July 2031. He received 4.5M stock options at $11.07 strike price and 667K RSUs, vesting only if stock hits $17.50, $20, or $22.50 within five years (measured by 20-day average).
Item 5.02 verify on EDGAR → -
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Largest equity tranche (2.5M options, 370K RSUs) vests if stock reaches $17.50—a 58% gain from the $11.07 grant price. Smaller tranches require 81% and 103% gains. CEO must remain employed through year five for any vesting.
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Annual compensation: $1.5M base salary, $7.5M target bonus (up to $15M max). CEO also receives $10M annual equity grants for fiscal 2026-2029, with actual value based on prior-year performance against targets.
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Severance package: If terminated without cause or for good reason, CEO receives present value of salary through 2031 plus target bonus. If termination follows change-in-control, severance is greater of salary present value or $6M.
Item 5.02 verify on EDGAR →
Summary
Lionsgate Studios locked in CEO Jon Feltheimer through 2031 with a heavily performance-based compensation package. The centerpiece is 4.5 million stock options and 667,000 RSUs that vest only if the stock price climbs 58% to 103% above today's $11.07 level within five years.
The largest tranche requires the stock to average $17.50 over 20 consecutive trading days—a meaningful hurdle that aligns executive pay with shareholder returns. Feltheimer also gets $10 million in annual equity grants through 2029, with actual amounts tied to hitting financial targets. For retail investors, this structure is a double-edged sword.
The performance hurdles mean dilution only happens if the stock performs well, which is shareholder-friendly. However, the five-year extension and substantial severance provisions (potentially worth millions if he's terminated after a change-in-control) create significant obligations. Watch whether the company hits the $17.50 threshold in the next 12-18 months—early momentum would signal the board's confidence is justified and reduce the risk that these options expire worthless.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
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Each Award consists of three vesting tranches (2,500,000 options and 370,371 RSUs, 1,000,000 options and 148,148 RSUs, and 1,000,000 options and 148,148 RSUs) that will vest only if both (i) the stock price goal applicable to that tranche is achieved within five years after the grant date of the Award and (ii) Mr. Feltheimer’s employment with the Company continues through the fifth anniversary of the grant date (or, if earlier, a termination of his employment by the Company without cause, by him for good reason, or due to his death or disability (as such terms are defined in the Agreement)). The stock price goals for the three tranches of each Award are $17.50 (as to 2,500,000 options and 370,371 RSUs), $20.00 (as to 1,000,000 options and 148,148 RSUs) and $22.50 (as to 1,000,000 options and 148,148 RSUs), and will be considered met if the average per-share closing price of the Company’s common shares over a period of twenty consecutive trading days equals or exceeds the goal.
The CEO's new equity awards vest only if the company's stock price reaches specific targets within five years: $17.50 for the largest tranche (2.5M options), $20.00 for the second tranche (1M options), and $22.50 for the third tranche (1M options). The stock price goals are measured using a 20-consecutive-trading-day average. The CEO must also remain employed through the fifth anniversary of the grant date for vesting to occur.
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Pursuant to the Agreement, Mr. Feltheimer receives an annual base salary of $1,500,000 and is eligible to receive an annual performance bonus based on such performance criteria as established by the Committee, with the target bonus commencing with the Company’s 2025 fiscal year being $7,500,000 and the maximum bonus being 200% of the target amount.
The CEO's annual base salary is $1.5 million with a target annual bonus of $7.5 million, which can reach up to $15 million (200% of target) based on performance criteria set by the Compensation Committee. Any bonus amount exceeding $1.5 million may be paid in fully vested company common shares rather than cash.
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The Agreement also provides for Mr. Feltheimer to receive, unless the Committee approves a different long-term incentive structure for senior management for the applicable fiscal year and subject in each case to approval by the Committee and Mr. Feltheimer’s continued employment through the applicable date of grant, the following equity-based awards for each of the Company’s fiscal years from 2026 through 2029 (the “Annual Grants”): (i) a time-vesting award of restricted share units (“RSUs”) with respect to the Company’s common shares; (ii) a time-vesting award of stock options or share appreciation rights (“SARs”) with respect to the common shares; and (iii) a performance-vesting award of RSUs with respect to the common shares. The aggregate target grant date value of each Annual Grant will be $10,000,000, with the actual value of the Annual Grant to be determined by the Committee each year based on the Company’s financial performance for the prior fiscal year against performance targets to be agreed upon by the Committee and Mr. Feltheimer (the “Annual Grant Value”).
In addition to the special equity awards tied to the contract extension, the CEO will receive annual equity grants for fiscal years 2026 through 2029 with a target value of $10 million each year. Each annual grant consists of three components: time-vesting RSUs, time-vesting stock options or SARs, and performance-vesting RSUs. The actual value of each annual grant will be determined by the Compensation Committee based on the company's prior-year financial performance against agreed-upon targets.
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In the event Mr. Feltheimer’s employment is terminated by the Company without cause or by him for good reason (as such terms are defined in the Agreement), he would be entitled to a cash severance payment equal to the present value of his base salary through the end of the term of the Agreement, as well as Company payment of his premiums for continued health coverage for up to 18 months (or such longer period as provided by state law) following his termination and his premiums for continued life and disability insurance through the end of the term, and he would also be entitled to payment of the target
amount of his annual bonus for the fiscal year in which his termination occurs. If Mr. Feltheimer’s employment is terminated by the Company without cause or by him for good reason and such termination occurs on or within 12 months following a change in control of the Company (as defined in the Agreement), he would be entitled to the severance benefits described above, except that his cash severance would be the greater of the present value of his base salary through the end of the term of the Agreement and $6,000,000.
If the CEO is terminated without cause or resigns for good reason, he receives severance equal to the present value of his base salary through July 31, 2031, plus continued health and insurance benefits and his target annual bonus for the termination year. If such termination occurs within 12 months of a change in control, his cash severance is the greater of the salary present value or $6 million. All unvested equity awards granted under the agreement would fully vest upon such termination.
Event · Item 9.01 — Financial Statements and Exhibits
Lionsgate Studios amended CEO Jon Feltheimer's employment agreement on April 13, 2026.
Added in current filing · verify on EDGAR →
First Amendment to Employment Agreement, dated April 13, 2026, between Lionsgate Studios Corp. and Jon Feltheimer.
Lionsgate Studios executed a first amendment to CEO Jon Feltheimer's employment agreement on April 13, 2026. The 8-K does not disclose the specific terms of the amendment, such as changes to compensation, term length, or other material provisions. Investors should review the full exhibit for details on how this amendment affects the CEO's employment terms.
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