Comcast Spin-Off New Company Versant Grants Large RSU Packages to Executives and Board Members, Activating Long-Term Incentive Structure

Founders’ Grants to CEO and Key Executives Signal Governance and Control Restructuring

Verstant Media Group, Inc. (VSNT) completed its pro-rata spin-off from Comcast on January 2, 2024. Immediately thereafter, the company granted large equity-based compensation packages to its executive team and board, officially aligning incentives for the newly independent public company. According to a series of Form 4 filings on January 12, 2024, as of January 9 VSNT awarded restricted stock units (RSUs) tied to its Class A common stock to the CEO, CFO/COO, General Counsel, and newly appointed independent directors. The grants comprised both converted Comcast RSUs and new “Founders’ Grants.” Although no open-market purchases or sales occurred, the substantial increase in insider holdings may be viewed as both a vote of confidence in long-term shareholder value and a sign of concentrated control.

## CEO Rogers Reinforces Leadership with 429,248 Shares

According to the filings, CEO Mark H. Rogers received two RSU awards on January 9 totaling 422,094 RSUs of VSNT Class A common stock, raising his direct holdings to 429,248 shares. These awards break down as follows:

• 287,273 RSUs converted from Comcast RSUs and spin-off distributions
• 134,821 RSUs as a Founders’ Grant under the VSNT Omnibus Stock Incentive Plan

The Founders’ Grant fully vests on the third anniversary of the grant date, directly tying the CEO’s compensation to VSNT’s share performance over the next three years. Although per-share pricing is not disclosed—making precise valuation difficult—investors are likely to interpret the sizable post-spin-off grant as both a commitment to long-term growth and a strategy to consolidate control through founder-level equity stakes.

CFO/COO and General Counsel Receive Significant Conversions and Founders’ Grants

CFO and COO Keni Anand secured 306,046 RSUs on January 9, comprising:

- 225,153 RSUs converted from Comcast RSUs and spin-off distributions - 80,893 RSUs as a Founders’ Grant

Post-award, Anand’s direct and beneficial holdings stand at 306,554 shares. General Counsel and Corporate Secretary Jordan Pawsvender received 46,146 converted RSUs and 10,786 Founders’ Grant RSUs, bringing total holdings to 56,932 shares. Like the CEO’s award, these Founders’ Grants vest in full after three years, creating strong retention incentives and aligning insider interests with future share-price gains. While the awards imply potential short-term dilution, actual share issuance will occur over the vesting and exercise periods, and markets typically treat such grants as retention and alignment costs.

Independent Directors Granted RSUs to Establish Governance Framework

Non-executive directors Gerald L. Hassell and Marisa Gomez Montiel each received 2,378 RSUs under the VSNT Omnibus Plan, vesting at the next annual shareholder meeting. After the January 2 spin-off distributions, Hassell holds 2,680 VSNT Class A shares and Montiel holds 2,395 shares. These awards align with standard public-company practices for independent directors, linking their interests to shareholder returns. Market observers may view this as part of the process of standardizing board governance and strengthening accountability in the newly independent company.

Investor Perspective: Short-Term Dilution vs. Long-Term Alignment

Across these Form 4 filings, VSNT reshaped its equity structure through RSU conversions and grants without cash outflow or M&A activity. Yet the simultaneous, large-scale awards to the CEO, key executives, and independent directors warrant close monitoring. Potential increases in outstanding shares from vesting schedules and the enhanced voting power of insiders could influence share-price volatility. Until VSNT’s standalone financial performance and advertising/content strategies become clear, this equity-incentive framework will likely remain central to the investment narrative. Investors should balance near-term dilution risk against long-term incentive alignment, scrutinizing upcoming guidance and earnings to verify management’s commitment to maximizing shareholder value.