UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________

Schedule 14A

________________

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under § 240.14a-12

IDW Media Holdings, Inc.
(Name of Registrant as Specified In Its Charter)

_________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

IDW MEDIA HOLDINGS, INC.
520 Broad Street
Newark, New Jersey 07102
(323) 433-6670

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TIME AND DATE:		12:00 p.m., Eastern Time, on Thursday, March 30, 2023
PLACE:		Offices of IDW Media Holdings, Inc., 520 Broad Street, Newark, New Jersey 07102
ITEMS OF BUSINESS:		1. To elect five directors, each for a term of one year.
		2. To ratify the appointment of Zwick CPA, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2023.
		3. To transact other business as may properly come before the annual meeting of stockholders and any adjournment or postponement thereof.
RECORD DATE:		You can vote if you were a stockholder of record as of the close of business in New York, New York on February 15, 2023.
PROXY VOTING:		You can vote either in person at the Annual Stockholders Meeting or by proxy without attending the meeting. See details under the heading “How do I Vote?”
ANNUAL STOCKHOLDERS MEETING IN-PERSON ADMISSION:		If you were a stockholder of record as of close of business in New York, NY on February 15, 2023, a form of personal photo identification must be presented in order to be admitted to the Annual Meeting. If your shares are held in the name of a bank, broker or other holder of record, you must bring a brokerage statement or other written proof of ownership as of February 15, 2023 with you to the Annual Meeting, as well as a form of personal photo identification. The Company requests that any stockholder seeking to attend the Annual Meeting in person first email the Company’s investor relations department at investor.relations@idwmh.com to RSVP.
ANNUAL STOCKHOLDERS MEETING DIRECTIONS:		You may request directions to the Annual Stockholders Meeting via email at investor.relations@idwmh.com or by calling IDW Media Holdings Investor Relations at (323) 433-6670.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE IDW MEDIA HOLDINGS, INC. ANNUAL STOCKHOLDERS MEETING TO BE HELD ON
MARCH 30, 2023:

The Notice of Annual Meeting of Stockholders and Proxy Statement and the 2022 Annual Report are
available at:
www.idwmediaholdings.com/corporate-governance

				BY ORDER OF THE BOARD OF DIRECTORS

				Brooke T. Feinstein
				Chief Financial Officer & Corporate Secretary

Newark, New Jersey
February 27, 2023

IDW MEDIA HOLDINGS, INC.
520 Broad Street
Newark, New Jersey 07102
323-433-6670

_______________________

PROXY STATEMENT

_______________________

GENERAL INFORMATION

Introduction

This Proxy Statement is furnished to the stockholders of record of IDW Media Holdings, Inc., a Delaware corporation (the “Company” or “IDW”), as of the close of business in New York, New York on February 15, 2023, in connection with the solicitation by the Company’s Board of Directors (the “Board of Directors”) of proxies for use in voting at the Company’s 2023 Annual Meeting of Stockholders (the “Annual Stockholders Meeting”). The Annual Stockholders Meeting will be held on Thursday, March 30, 2023, at 12:00 p.m., Eastern Time, in the offices of the Company, 520 Broad Street, Newark, New Jersey 07102. The shares of the Company’s Class C Common Stock, par value $0.01 per share (“Class C Common Stock”), and Class B common stock, par value $0.01 per share (“Class B Common Stock”), present at the Annual Stockholders Meeting or represented by the proxies received by Internet or mail (properly marked, dated and executed) and not revoked, will be voted at the Annual Stockholders Meeting. This Proxy Statement is being mailed to the Company’s stockholders starting on or about March 6, 2023.

Solicitation and Voting Procedures

This solicitation of proxies is being made by the Company. The solicitation is being conducted by mail and by e-mail, and the Company will bear all attendant costs. These costs will include the expense of preparing and mailing proxy materials for the Annual Stockholders Meeting and any reimbursements paid to brokerage firms and others for their expenses incurred in forwarding the solicitation materials regarding the Annual Stockholders Meeting to the beneficial owners of shares of Class C Common Stock and Class B Common Stock. The Company may conduct further solicitations personally, by telephone or by facsimile through its officers, directors and employees, none of whom will receive additional compensation for assisting with the solicitation.

The close of business in New York, New York on February 15, 2023 has been fixed as the record date (the “Record Date”) for determining the holders of shares of Class C Common Stock and Class B Common Stock entitled to notice of, and to vote at, the Annual Stockholders Meeting. As of the Record Date, the Company had 14,127,791 shares outstanding and entitled to vote at the Annual Stockholders Meeting, consisting of 545,360 shares of Class C Common Stock and 13,582,431 shares of Class B Common Stock.

Stockholders are entitled to three votes for each share of Class C Common Stock held by them and one-tenth of one vote for each share of Class B Common Stock held by them. The holders of shares of Class C Common Stock and Class B Common Stock will vote as a single body on all matters presented to the stockholders. There are no dissenters’ rights of appraisal in connection with any proposal.

How do I Vote?

You can vote either in person at the Annual Stockholders Meeting or by proxy without attending the meeting.

Beneficial holders of shares of Class C Common Stock and Class B Common Stock as of the Record Date whose stock is held of record by another party should receive voting instructions from their bank, broker or other holder of record. If a stockholder’s shares are held through a nominee and the stockholder wants to vote at the meeting, such stockholder must obtain a proxy from the nominee record holder authorizing such stockholder to vote at the Annual Stockholders Meeting.

Stockholders of record should receive a paper copy of our proxy materials and may vote by following the instructions on the proxy card that is included with the proxy materials. As set forth on the proxy card, there are two convenient methods for holders of record to direct their vote by proxy without attending the Annual Stockholders Meeting: on the Internet or by mail. To vote by Internet, visit www.voteproxy.com. To vote by mail, mark, date and sign the enclosed proxy card and return it in the postage-paid envelope provided. Holders of record may also vote by attending the Annual Stockholders Meeting and voting by ballot.

All shares for which a proxy has been duly executed and delivered (by Internet or mail) and not properly revoked prior to the meeting will be voted at the Annual Stockholders Meeting. If a stockholder of record signs and returns a proxy card but does not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board of Directors. If any other matters are properly presented at the Annual Stockholders Meeting for consideration and if you have voted your shares by Internet or mail, the persons named as proxies will have the discretion to vote on those matters for you. On the date of filing this Proxy Statement with the Securities and Exchange Commission (the “SEC”), the Board of Directors did not know of any other matter to be raised at the Annual Stockholders Meeting.

How Can I Change My Vote?

A stockholder of record can revoke his, her or its proxy at any time before it is voted at the Annual Stockholders Meeting by delivering to the Company (to the attention of Brooke T. Feinstein, Corporate Secretary), 520 Broad Street, Newark, New Jersey 07102, a written notice of revocation or by executing a later-dated proxy by Internet or mail, or by attending the Annual Stockholders Meeting and voting in person.

If your shares are held in the name of a bank, broker, or other nominee, you must obtain a proxy executed in your favor from the holder of record (that is, your bank, broker, or nominee) to be able to vote at the Annual Stockholders Meeting.

Quorum and Vote Required

The presence at the Annual Stockholders Meeting of a majority of the voting power of outstanding shares of Class C Common Stock and Class B Common Stock (voting together as a single class), either in person or by proxy, will constitute a quorum for the transaction of business at the Annual Stockholders Meeting. Abstention votes and any broker non-votes (i.e., votes withheld by brokers on non-routine proposals in the absence of instructions from beneficial owners) will be counted as present or represented at the Annual Stockholders Meeting for purposes of determining whether a quorum exists.

The affirmative vote of a majority of the voting power of shares that are voted on a relevant proposal at the Annual Stockholders Meeting will be required for the approval of the election of any director (Proposal No. 1) and the ratification of the appointment of Zwick CPA, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2023 (Proposal No. 2). This means that the number of votes cast “for” a director nominee or “for” Proposal No. 2 must exceed the number of votes cast “against” that director nominee or Proposal No. 2, respectively. Abstentions are not counted as votes “for” or “against” a director nominee or any of these proposals.

If you are a beneficial owner whose shares are held of record by a broker, you must instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a “broker non-vote.” In these cases, the broker can register your shares as being present at the Annual Stockholders Meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required under the rules of the NYSE American. In the event of a broker non-vote or an abstention with respect to any proposal coming before the Annual Stockholders Meeting, the shares represented by the relevant proxy will not be deemed to be present and entitled to vote on those proposals for the purpose of determining the total number of shares of which a majority is required for adoption, having the practical effect of reducing the number of affirmative votes required to achieve a majority vote for such matters by reducing the total number of shares from which a majority is calculated.

If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under NYSE American rules to vote your shares on the ratification of the Company’s independent registered public accounting firm for Fiscal 2023 (Proposal No. 2), even if the broker does not receive voting instructions from you. However, your broker does not have discretionary authority to vote on the election of directors (Proposal No. 1) or on any stockholder proposal or other matter raised at the Annual Stockholders Meeting without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on these matters.

How Many Votes Are Required to Approve Other Matters?

Unless otherwise required by law or the Company’s Bylaws, the affirmative vote of a majority of the voting power represented at the Annual Stockholders Meeting and entitled to vote will be required for other matters that may properly come before the meeting.

Stockholders Sharing the Same Address

We are sending only one copy of the Annual Report and Proxy Statement to stockholders of record who share the same last name and address, unless they have notified the Company that they want to continue to receive multiple copies. This practice, known as “householding,” is designed to reduce duplicate mailings and printings and postage costs. However, if any stockholder residing at such address wishes to receive a separate Annual Report or Proxy Statement in the future, he or she may contact Brooke T. Feinstein, Corporate Secretary, IDW Media Holdings, Inc., 520 Broad Street, Newark, New Jersey 07102, or by phone at (323) 433-6670, and we will promptly forward to such stockholder a separate Annual Report and/or Proxy Statement. The contact information above may also be used by members of the same household currently receiving multiple copies of the Annual Report and Proxy Statement in order to request that only one set of materials be sent in the future.

References to Fiscal Years

The Company’s fiscal year ends on October 31st of each calendar year. Each reference to a fiscal year refers to the fiscal year ending in the calendar year indicated (e.g., Fiscal 2022 refers to the fiscal year ended October 31, 2022).

CORPORATE GOVERNANCE

Introduction

The Company has in place a comprehensive corporate governance framework that reflects the corporate governance requirements and the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended, and the corporate governance-related listing requirements of the NYSE American. In accordance with applicable sections of the NYSE American Company Guide, the Company has adopted a set of Corporate Governance Guidelines and a Code of Business Conduct and Ethics, the full texts of which are available for your review in the Corporate Governance section of our website at www.idwmediaholdings.com/corporate-governance and which also are available in print to any stockholder upon written request to the Corporate Secretary.

Director Independence

The Corporate Governance Guidelines adopted by the Board of Directors provide that 50% or more of the members of the Board of Directors, and each member of the Audit, Compensation and Corporate Governance and Nominating Committees, must meet the independence requirements set forth therein. The full text of the Corporate Governance Guidelines, including the independence requirements, is available for your review in the Corporate Governance section of our website at www.idwmediaholdings.com/corporate-governance. For a director to be considered independent, the Board of Directors must determine that a director meets the Independent Director Qualification Standards set forth in the Corporate Governance Guidelines, which comply with the NYSE American Company Guide’s definition of independent, and is free from any material relationship with the Company and its executive officers. The Board of Directors considers all relevant facts and circumstances known to it in making an independence determination, and not merely from the standpoint of the director, but also from that of persons or organizations with which the director has an affiliation or significant financial interest. In addition to considering all relevant information available to it, the Board of Directors uses the following categorical Independent Director Qualification Standards in determining the “independence” of its directors:

1. During the past three years, the Company shall not have employed the director, or, except in a non-officer capacity, any of the director’s immediate family members;

2. During the past three years, the director shall not have received, and shall not have an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);

3. (a) The director shall not be a current partner or employee of a firm that is the Company’s internal or external auditor, (b) the director shall not have an immediate family member who is a current partner of such firm, (c) the director shall not have an immediate family member who is a current employee of such firm and personally works on the Company’s audit, and (d) neither the director nor any of his or her immediate family members shall have been, within the last three years, a partner or employee of such firm and personally worked on the Company’s audit within that time;

4. Neither the director, nor any of his or her immediate family members, shall be, or shall have been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation (or equivalent) committee; and

5. The director shall not be a current employee and shall not have an immediate family member who is a current executive officer of a company (excluding tax-exempt organizations) that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of (a) $200,000 or (b) five percent of the consolidated gross revenues of such other company. The Corporate Governance and Nominating Committee will review the materiality of such relationship to tax-exempt organizations to determine if such director qualifies as independent.

In addition, all members of the Company’s Audit Committee must meet the independence requirements of Section 2014.10A-3 of the Securities Exchange Act of 1934, which are set forth in the Audit Committee Charter.

Based on the review and recommendation of the Corporate Governance and Nominating Committee, the Board of Directors has determined that each of Perry Davis, Irwin Katsof and Christopher McGurk is independent in accordance with the Corporate Governance Guidelines and the Audit Committee Charter and, thus, that more than 50% of the current Board of Directors and each member of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee, is independent. In addition, Board of Directors has determined that, prior to his election as the Chief Executive Officer of the Company on August 29, 2022, Allan I. Grafman was independent. Additionally, based on the review and recommendation of the Corporate Governance and Nominating Committee, the Board of Directors has determined that each of Dave Breau, Jonathan Rand and James R. Woody is independent in accordance with the Corporate Governance Guidelines and the Audit Committee Charter and, thus, that more than 50% of the director nominees and each nominee intended to become a member of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee, is independent.

As used herein, the term “non-employee director” shall mean any director who is not an employee or consultant of the Company and who is deemed to be independent by the Board of Directors. Therefore, neither Howard S. Jonas and Amy Jonas is a non-employee director and, if elected, Davidi Jonas would not be a non-employee director. In addition, since August 29, 2022, Allan I. Grafman has not been a non-employee director; prior to August 29, 2022, when Mr. Grafman became the Company’s Chief Executive Officer, he was an non-employee director and, since August 29, 2022, Mr. Grafman has been an Ex-Officio (non-voting) member of the Board. Sanford R. Climan was a director (but not a non-employee director) from December 3, 2021 until he became an Ex-Officio (non-voting) member of the Board on August 29, 2022; Mr. Climan resigned from serving as an Ex-Officio (non-voting) member of the Board on January 12, 2023.

Director Selection Process

The Corporate Governance and Nominating Committee will consider director candidates recommended by the Company’s stockholders. Stockholders may recommend director candidates by contacting the Chairman of the Board, whose contact information is provided below under the heading “Director Communications.” The nominees under “Proposal No. 1 — Election of Directors” were nominated by the Corporate Governance and Nominating Committee. See “The Corporate Governance and Nominating Committee” section, below.

The Corporate Governance and Nominating Committee consider candidates suggested by its members, senior management and stockholders in anticipation of upcoming elections and actual or expected board vacancies. All candidates, including those recommended by stockholders, are evaluated on the same basis in light of the entirety of their credentials and the needs of the Board of Directors and the Company. Of particular importance is the candidate’s wisdom, integrity, ability to make independent analytical inquiries, understanding of the business environment in which the Company operates, as well as his or her potential contribution to the diversity of the Board of Directors and his or her willingness to devote adequate time to fulfill duties as a director. Under “Proposal No. 1 — Election of Directors” below, an overview of each nominee’s experience, qualifications, attributes and skills is provided that led the Corporate Governance and Nominating Committee to determine that each nominee should serve as a director.

Director Communications

Stockholders and other interested parties may communicate with (i) the Board of Directors, by contacting the Chairman of the Board; (ii) the non-employee directors by contacting the Lead Independent Director and (iii) the Audit, Compensation or Corporate Governance and Nominating Committees of the Board of Directors by contacting the respective Chairs of such committees. All communications should be in writing, should indicate in the address whether it is intended for the Chairman of the Board, the Lead Independent Director, or a Committee Chair, and should be directed care of IDW Media Holdings, Inc.’s Corporate Secretary, Stockholder Communications, IDW Media Holdings, Inc., 520 Broad Street, Newark, New Jersey 07102.

The Corporate Secretary will relay correspondence (i) intended for the Board of Directors, to the Chairman of the Board, who will, in turn, relay such correspondence to the entire Board of Directors, (ii) intended for the non-employee directors to the Lead Independent Director, and (iii) intended for the Audit, Compensation, and Corporate Governance and Nominating Committees to the Chairs of such committees.

The Corporate Secretary may filter out and disregard (without providing a copy to the directors or advising them of the communication), or may otherwise handle at his or her discretion, any director communication that is described by one of the following categories:

• Obscene materials;

• Unsolicited marketing or advertising material or mass mailings;

• Unsolicited newsletters, newspapers, magazines, books and publications;

• Surveys and questionnaires;

• Resumes and other forms of job inquiries;

• Requests for business contacts or referrals;

• Material that is threatening or illegal; and

• Any communications or materials that are not in writing

In addition, the Corporate Secretary may handle in his or her discretion any director communication that can be described as an “ordinary business matter.” Such matters include the following:

• Routine questions, service and product complaints and comments that can be appropriately addressed by management; and

• Routine invoices, bills, account statements and related communications that can be appropriately addressed by management

BOARD OF DIRECTORS AND COMMITTEES

Board of Directors

The Board of Directors is currently comprised of Howard S. Jonas, Perry Davis, Amy Jonas, Irwin Katsof and Christopher McGurk. In addition, the Company’s Third Amended and Restated By-Laws enable the Board of Directors to appoint Ex-Officio (non-voting) directors to serve on the Board, and Marc E. Knoller was elected to serve in this capacity on April 5, 2022 and Allan I. Grafman was elected to serve in this capacity on August 29, 2022. Howard S. Jonas serves as the Chairman of the Board of Directors.

Upon recommendation of the Corporate Governance and Nominating Committee, the Board of Directors nominated Howard S. Jonas for re-election as a director, each of Perry Davis, Amy Jonas, Irwin Katsof and Christopher McGurk did not stand for re-election. The Board of Directors has determined to also nominate each of Dave Breau, Davidi Jonas, Jonathan Rand and James R. Woody for election as a director.

The Board of Directors held nine meetings in Fiscal 2022. In Fiscal 2022, each of the directors attended or participated in 75% or more of the aggregate of (i) the total number of regularly scheduled meetings of the Board of Directors held during the period in which each such director served as a director and (ii) the total number of regularly scheduled meetings held by all committees of the Board of Directors during the period in which each such director served on such committees.

Directors are encouraged to attend the Company’s 2023 annual meeting of stockholders, in person or via video link. All of the directors who were then directors attended the 2022 annual meeting of stockholders, either in person or telephonically.

Board of Directors Leadership Structure and Risk Oversight Role

Our Chairman of the Board, Howard S. Jonas, provides overall leadership to the Board of Directors. The Board of Directors recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. The Board of Directors understands that there is no single, generally accepted approach to providing board leadership, and that given the dynamic and competitive environment in which we operate, the optimal Board leadership structure may vary as circumstances warrant. The Board of Directors has determined that, given Howard S. Jonas’ leadership skills, relationships with the members of management and other members of the Board, and prior positions where he acted as leader and provided oversight over different bodies, he is well suited to be the Chairman of the Board at the present time. Howard S. Jonas has been Chairman of the Board since our inception and Chairman, an executive officer position, since June 9, 2022, and also served as Chief Executive Officer from February 2019 through April 2020.

The Board of Directors as a whole, and through its committees, has responsibility for the oversight of risk management, including the review of the policies with respect to risk management and risk assessment. The risk management oversight roles of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee (each of which is comprised solely of independent directors), discussed below, provide an appropriate and effective balance to the role of the Chairman of the Board. With the oversight of the full Board of Directors, the Company’s management is responsible for the day-to-day management of the material risks the Company faces. The Board of Directors is required to satisfy itself that the risk management process implemented by management is adequate and functioning as designed.

The NYSE American Company Guide requires that the non-employee directors of the Company meet at least annually in executive session without the presence of non-independent directors and management. These executive sessions are held at every regularly scheduled quarterly meeting of the Board of Directors.

Perry Davis, an independent director, has served as the “Lead Independent Director” since July 28, 2021.

As stated above, each of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee oversees certain aspects of risk management and reports its respective findings to the full Board of Directors on a quarterly basis, and as is otherwise needed. The Audit Committee is responsible for overseeing risk management of financial matters, financial reporting, the adequacy of the risk-related internal

controls, internal investigations and security risks. The Compensation Committee oversees risks related to compensation policies and practices. The Corporate Governance and Nominating Committee oversees our Corporate Governance Guidelines and governance-related risks, such as board independence, as well as senior management succession planning.

Board Committees

The Board of Directors has established an Audit Committee, a Compensation Committee, and a Corporate Governance and Nominating Committee.

The Audit Committee

The Audit Committee currently consists of Messrs. Katsof (Chairman), Davis and McGurk. During Fiscal 2022 until August 29, 2022 (when he was named Chief Executive Officer), Mr. Grafman was a member of the Audit Committee (instead of Mr. McGurk) and was Chairman of such Committee (instead of Mr. Katsof). The Audit Committee operates under a written Audit Committee charter adopted by the Board of Directors, which can be found in the Corporate Governance section of our web site, www.idwmediaholdings.com/corporate-governance, and is also available in print to any stockholder upon request to the Corporate Secretary. The principal duties of the Audit Committee under its written charter include: (i) responsibilities associated with our external and internal audit staffing and planning; (ii) accounting and financial reporting issues associated with our financial statements and filings with the SEC; (iii) financial and accounting organization and internal controls; (iv) auditor independence and approval of non-audit services; and (v) “whistle-blower” procedures for reporting questionable accounting and audit practices. The Audit Committee held four meetings during Fiscal 2022.

The Board of Directors has determined that (i) all of the members of the Audit Committee and Messrs. Breau, Rand and Woody are independent within the meaning of the applicable NYSE American listing standards and the Sarbanes-Oxley Act of 2002, (ii) all of the members of the Audit Committee and Messrs. Breau, Rand and Woody are financially literate and (iii) that each of Mr. Katsof and Mr. Rand qualifies as an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K. In addition, during Fiscal 2022 until August 29, 2022 (when he was named Chief Executive Officer), Mr. Grafman served as the “audit committee financial expert” of the Audit Committee (i.e., prior to Mr. Katsof).

The Compensation Committee

The Compensation Committee currently consists of Messrs. Katsof (Chairman) and Davis. During Fiscal 2022 until August 29, 2022 (when he was named Chief Executive Officer), Mr. Grafman was also a member of the Compensation Committee. The Compensation Committee operates under a written charter adopted by the Board of Directors, which can be found in the Corporate Governance section of our web site, www.idwmediaholdings.com/corporate-governance, and which is also available in print to any stockholder upon request to the Corporate Secretary. The Compensation Committee is responsible for, among other things, reviewing, evaluating and approving all compensation arrangements for the executive officers of the Company, evaluating the performance of executive officers, administering the 2019 Stock Option and Incentive Plan (“2019 Plan”), and recommending to the Board of Directors the nature and amount of the compensation for Board of Director members, such as retainers, committee and other fees, stock option, restricted stock and other stock awards, and other similar compensation as deemed appropriate. The Compensation Committee confers with the Company’s executive officers when making the above determinations. The Compensation Committee held seven meetings during Fiscal 2022. The Board of Directors has determined that all of the members of the Compensation Committee are independent within the applicable NYSE American listing standards.

The Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee currently consists of Messrs. McGurk (Chairman), Davis and Katsof. The Corporate Governance and Nominating Committee operates under a written charter adopted by the Board of Directors, which can be found in the Corporate Governance section of our web site, www.idwmediaholdings.com/corporate-governance, and which is also available in print to any stockholder upon request to the Corporate Secretary. The Corporate Governance and Nominating Committee is responsible for, among other things, reviewing and reporting to the Board of Directors on matters involving relationships among

FISCAL 2022 COMPENSATION FOR NON-EMPLOYEE DIRECTORS

Annual compensation for non-employee directors for Fiscal 2022 was comprised of cash and equity compensation, consisting of awards of fully vested restricted shares of Class B Common Stock. Perry Davis, Irwin Katsof, Allan I. Grafman and Christopher McGurk were the only non-employee directors during Fiscal 2022, all of whom served as non-employee directors during all of Fiscal 2022, except for Mr. Grafman who served ceased to be a non-employee director on August 29, 2022 when he was named Chief Executive Officer (Mr. Grafman became an Ex-Officio (non-voting) director on August 29, 2022). Each of Messrs. Davis, Katsof and McGurk is a current non-employee director.

Director Equity Grants

During Fiscal 2022, pursuant to the 2019 Plan, each non-employee director of the Company received, on January 5, 2022, an automatic grant of 2,899 restricted shares of Class B Common Stock, which vested in full immediately upon grant, which had a value of $6,001 based on the average of the high and the low stock trading prices of Class B Common Stock on the business day immediately prior to the grant date. A new non-employee director who becomes a member of the Board of Directors during the course of the calendar year receives an automatic grant on the date that he or she becomes a director in the amount specified above, pro-rated based on the calendar quarter of the year in which such person became a director. The stock is granted on a going-forward basis before the director completes his or her service for the calendar year. All such grants of stock to non-employee directors are subject to certain terms and conditions described in the 2019 Plan.

Board of Directors Retainers

Each non-employee director of the Company receives an annual cash retainer of $18,000. Such payment is made in January of the calendar year following attendance of at least 75% of the Board of Directors meetings during the preceding year. The annual cash retainer is pro-rated for non-employee directors who join the Board of Directors or depart from the Board of Directors during the calendar year. The Company’s Chief Executive Officer may, in his discretion, waive the requirement of 75% attendance by a director to receive the retainer in the case of mitigating circumstances. Each of Messrs. Davis, Katsof and McGurk were paid $18,000, and Mr. Grafman was paid $12,000 (i.e., pro-rated for service during two-thirds of the year), for service as a non-employee director during calendar 2022.

Director Board Retainers

Other than as described above, a retainer is not paid for serving as a non-employee director.

Committee Fees

Non-employee directors do not receive fees for committee service or serving as chairs of committees.

Lead Independent Director

The Lead Independent Director (currently Mr. Davis) does not receive an additional fee for serving in such position.

Fiscal 2022 Director Compensation Table

The following table lists Fiscal 2022 compensation for any person who served as a non-employee director during Fiscal 2022. This table does not include compensation to Howard S. Jonas, Sanford R. Climan or Amy Jonas, as they were not non-employee directors and did not receive any compensation for their service as directors. This table does not include compensation to Allan I. Grafman following his August 29, 2022 election as Chief Executive Officer, when he ceased to be a non-employee director and was not thereafter paid any compensation for his service as an Ex-Officio (non-voting) director.

Name	Dates of Board Service During Fiscal 2022	Fees Earned or Paid in Cash ($)		Stock Awards ($)		All Other Compensation ($)	Total ($)
Perry Davis	11/01/2021 – 10/31/2022	18,000	(1)	6,001	(2)	0	24,001
Irwin Katsof	11/01/2021 – 10/31/2022	18,000	(1)	6,001	(2)	0	24,001
Allan I. Grafman	11/01/2021 – 08/29/2022	12,000	(1)	6,001	(2)	0	18,001
Christopher McGurk	11/01/2021 – 10/31/2022	18,000	(1)	6,001	(2)	0	24,001

____________

(1) Represents the annual Board of Directors retainer earned in Fiscal 2022. Mr. Grafman’s retainer was pro-rated for service during two thirds of year as he became Chief Executive Officer on August 29, 2022 and, therefore, was no longer a non-employee at that time; Mr. Grafman became an Ex-Officio (non-voting) director on August 29, 2022 and received no additional compensation for such position.

(2) Represents the grant date fair value of awards of 2,899 fully vested restricted shares of Class B Common Stock issued on January 5, 2022 computed in accordance with FASB ASC Topic 718.

As of October 31, 2022, non-employee directors held the following shares of Class B Common Stock granted for their service as directors. Non-employee directors did not hold any options to purchase shares of the Company’s capital stock as of October 31, 2022 that were granted for their service as directors.

Name		Class B Common Stock
Perry Davis		4,399
Irwin Katsof		4,399
Allan I. Grafman		4,399
Christopher McGurk		4,399

RELATED PERSON TRANSACTIONS

Review of Related Person Transactions

The Board of Directors has adopted a Statement of Policy with respect to Related Person Transactions, which is administered by the Corporate Governance and Nominating Committee. This policy covers any transaction or series of transactions in which the Company or a subsidiary is a participant, the amount involved exceeds $120,000 and a Related Person has a direct or indirect material interest. Related Persons include directors, director nominees, executive officers, any beneficial holder of more than 5% of any class of the Company’s voting securities, and any immediate family member of any of the foregoing persons. The policy also covers transactions which, despite not meeting all of the criteria set forth above, would otherwise be considered material to investors based on qualitative factors, as determined by the Corporate Governance and Nominating Committee with input from the Company’s management and advisors. Transactions that fall within the definition are considered by the Corporate Governance and Nominating Committee for approval or other action. Based on its consideration of all of the relevant facts and circumstances, the Corporate Governance and Nominating Committee will decide whether or not to approve such transactions and will approve only those transactions that are in the best interests of the Company and its stockholders. If the Company becomes aware of an existing Related Person Transaction that has not been approved under this policy, the matter will be referred to the Corporate Governance and Nominating Committee at its next regularly scheduled meeting or to the Chairman of the Corporate Governance and Nominating Committee prior to such meeting. The Corporate Governance and Nominating Committee will evaluate all options available, including revision or termination of such transaction.

Transactions with Related Persons, Promoters and Certain Control Persons; Certain Relationships

On March 29, 2022, the Company amended two warrants that had been previously issued to Howard S. Jonas, the Company’s Chairman and Chairman of the Board. The exercise price of a warrant to purchase 89,243 shares of the Company’s Class B common stock, dated August 21, 2018, was reduced from $42.02 per share to $1.936 per share (which represents a ten percent (10%) premium over the closing price of the Class B Common Stock on the NYSE American on March 29, 2022). A separate warrant to purchase 98,336 shares of the Class B Common Stock, dated March 30, 2019, was amended to reduce the exercise price from $26.44 per share to $1.936 per share and to extend the expiration date from March 30, 2022 to August 21, 2023, the same expiration date of the other warrant.

On April 5, 2022, the Company entered into an employment agreement with Howard S. Jonas, which provides, among other things, the following: (i) an annual base salary of $400,000 for a term of five years (the “Initial Term”) that was paid through the issuance of 1,104,972 restricted shares of Class B Common Stock with the value of the shares based upon the closing price of Class B Common Stock on the NYSE American on April 4, 2022, the trading day immediately preceding the issuance equal to $2 million representing Mr. Jonas’ base salary for the entire Initial Term; (ii) such shares shall vest, contingent on Mr. Jonas’ remaining in continuous service to the Company, in substantially equal amounts on April 5, 2023, April 5, 2024, April 5, 2025, April 5, 2026 and April 5, 2027; (iii) if Mr. Jonas’ employment is terminated without cause (as such term is defined the Employment Agreement), or if Mr. Jonas resigns for good reason (as such term is defined the Employment Agreement) or upon Mr. Jonas’s death or disability (as such term is defined in the Employment Agreement) and upon other conditions set forth in the Employment Agreement, Mr. Jonas will be entitled to (1) severance in the amount equal to twelve (12) months of any cash portion of his base salary; and (2) any restrictions with respect to any equity grants shall lapse, and any unvested equity grants in the Company or its subsidiaries shall vest. The Company and Mr. Jonas also entered into a Restricted Stock Agreement on April 5, 2022 in connection with the issuance to him of such 1,104,972 restricted shares of Class B Common Stock.

In connection with Allan I. Grafman’s election as Chief Executive Officer, the Company entered into an Employment Agreement, dated August 21, 2022, with Mr. Grafman that provides, among other things: (i) an annual base salary of $410,000 per year, (ii) an annual bonus of $50,000, in addition to being eligible to receive an annual discretionary bonus, (iii) pursuant to the IDW Media Holdings, Inc. 2019 Stock Option and Incentive Plan, as amended and restated, a grant of Incentive Stock Options (“Options”) to purchase 67,671 shares of the Company’s Class B Common Stock (which represents one-half of one percent (0.5%) of the issued and outstanding stock of the Company) with the exercise price of all Options being $1.77 per share, the closing price of the Class B Common Stock on the trading day immediately prior to grant. The Options shall vest (i) with respect to one-fourth (1/4) of the underlying shares on the six-month anniversary of the Effective Date and (ii) in equal tranches (in each case, rounded to a whole number of shares) of the underlying shares on each quarterly anniversary of the six-month anniversary, and all unvested Options shall vest on the day immediately preceding the second anniversary of the Effective Date. Mr. Grafman has been a director of the Company since May 2019 and, on August 29, 2022, became an Ex-Officio (non-voting) member of the Board.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of the Company’s Class B common stock (“Class B Common Stock”) and the Company’s Class C common stock (“Class C Common Stock”) by (i) each person known by the Company to be the beneficial owner of more than 5% of the outstanding shares of the Class B Common Stock or Class C Common Stock, (ii) each of the Company’s directors, and Named Executive Officers (who are listed in the “Executive Compensation” section, below), and (iii) all directors, Named Executive Officers and executive officers of the Company as a group. Unless otherwise noted in the footnotes to the table, to the best of the Company’s knowledge, the persons named in the table have sole voting and investing power with respect to all shares indicated as being beneficially owned by them and except as otherwise noted, the address of the referenced individual is c/o IDW Media Holdings, Inc. 520 Broad Street, Newark, New Jersey 07102.

Unless otherwise noted, the security ownership information provided below is given as of the Record Date and all shares are owned directly. Percentage ownership information is based on the following number of outstanding shares: 13,582,481 shares of Class B Common Stock and 545,360 shares of Class C Common Stock. In computing the number of shares of Class B Common Stock beneficially owned by a person and the percentage ownership of that person, we considered shares of Class B Common Stock subject to options and warrants held by that person that are currently exercisable or exercisable within sixty days of February 15, 2023.

Name	Number of Shares of Class C Common Stock	Percentage of Ownership of Class C Common Stock		Number of Shares of Class B Common Stock		Percentage of Ownership of Class B Common Stock		Percentage of Aggregate Voting Powerδ
Howard S. Jonas				3,667,513	(1)	26.6	%	11.6	%
The Liora Jonas Stein 2020 Florida Trust, Alan Grayson, Trustee, dd. 04/06/2020	68,170	12.5	%	148,549		1.1	%	7.3	%
The Michael Jonas 2020 New Jersey Trust, Mark Berger, Trustee, dd. 04/06/2020	68,170	12.5	%	148,549		1.1	%	7.3	%
The Miriam Jonas 2020 New Jersey Trust, Liore Alroy, Trustee, dd. 04/06/2020	68,170	12.5	%	148,549		1.1	%	7.3	%
The Samuel Jonas 2020 New Jersey Trust, Jason Cyrulnik, Trustee, dd. 04/06/2020	68,170	12.5	%	148,549		1.1	%	7.3	%
The Jonathan Jonas 2020 South Dakota Trust, Bridgeford Trust Company, Trustee, dd. 04/06/2020	68,170	12.5	%	148,549		1.1	%	7.3	%
The Joseph Jonas 2020 Alaska Trust, Peak Trust Company – Ak, Trustee, dd. 04/06/2020	68,170	12.5	%	148,549		1.1	%	7.3	%
The Rachel Jonas 2020 Nevada Trust, Premier Trust, Inc., Trustee, dd. 04/06/2020	68,170	12.5	%	148,548		1.1	%	7.3	%
The Tamar Jonas 2020 Nevada Trust, Peak Trust Company – Nv, Trustee, dd. 04/06/2020	68,170	12.5	%	148,548		1.1	%	7.3	%
Entities affiliated with Nantahala Capital Management, LLC, 130 Main Street 2nd Floor, New Canaan, CT 06840				836,019	(2)(3)	6.2	%	2.8	%

Name

Number of
Shares of
Class C Common
Stock

Percentage of
Ownership
of Class C
Common
Stock

Number of
Shares of
Class B
Common
Stock

Percentage of
Ownership
of Class B
Common
Stock

Percentage of
Aggregate
Voting
Power δ

Allan I. Grafman

33,959

(4)

*

Brooke T. Feinstein

23,335

(5)

*

Ezra Y. Rosensaft

107,002

(6)

*

Perry Davis

10,340

*

Irwin Katsof

10,340

*

Marc E. Knoller

105,434

*

Amy Jonas

0

—

Christopher McGurk

10,340

*

All directors, Named Executive Officers and executive officers as a group (9 persons)

3,968,263

28.5

%

12.1

%

____________

* Less than 1%.

δ Voting power represents combined voting power of our Class C Common Stock (three votes per share) and our Class B Common Stock and Preferred Stock (one-tenth of one vote per share). Excludes stock options and warrants.

(1) Consists of (i) 1,104,972 restricted shares of Class B Common Stock that vest 220,995 shares on each of April 5, 2023, April 5, 2024 and 220,994 shares on each of April 5, 2025, April 5, 2026 and April 5, 2027, (ii) 2,342,712 shares of Class B Common Stock held by the HSJ 2020 IDT Annuity Trust, (iii) 32,000 shares of Class B Common Stock owned by the Jonas Foundation, (iv) 250 shares of Class B Common Stock beneficially owned by a custodial account for the benefit of a child of Mr. Jonas (of which Mr. Jonas is the custodian), and (v) warrants to purchase up to 89,243 shares of Class B Common Stock at a price per share of $1.936 and up to 98,336 shares of Class B Common Stock at a price per share of $1.936. Does not include (a) an aggregate of 1,766,511 shares of Class B Common Stock beneficially owned by trusts for the benefit of the children of Mr. Jonas, as Mr. Jonas does not exercise or share investment control of these shares, (b) 105,550 shares of Class B Common Stock owned by the Howard S. & Deborah Jonas Foundation, as Mr. Jonas does not beneficially own these shares, (c) 162,504 shares of Class B Common Stock owned by I9 Plus, LLC, which is owned by trust for the benefit of Howard S. Jonas’ children, and managed by Howard S. Jonas’ immediate family member, and (d) 545,360 shares of Class C Common Stock (which are convertible into Class B Common Stock) beneficially owned by trusts for the benefit of the children of Howard S. Jonas, as Howard S. Jonas does not hold or share voting or investment control over these shares.

(2) According to the applicable Schedule 13G as filed with the Securities and Exchange Commission.

(3) Amounts include the shares of Class B Common Stock held by managed funds and/or separate accounts affiliated with Nantahala Capital Management, LLC. Wilmot Harkey and Daniel Mack are managing members of Nantahala Capital Management, LLC and may be deemed to be a beneficial owner of the reported shares.

(4) Consists of (i) 16,359 shares of Class B Common Stock held directly, and (ii) options to purchase 17,600 shares of Class B Common Stock that are currently exercisable or exercisable within sixty days of February 15, 2023.

(5) Consists of options to purchase shares of Class B Common Stock that are currently exercisable or exercisable within sixty days of February 15, 2023.

(6) Consists of (i) 2,002 shares of Class B Common Stock held directly, and (ii) options to purchase 105,000 shares of Class B Common Stock that are currently exercisable or exercisable within sixty days of February 15, 2023; due to Ezra Y. Rosensaft no longer being in the employ of the Company, the option expiration date on such options was accelerated to February 25, 2023 but such options are considered outstanding and held by Mr. Rosensaft for the purposes of this table.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the securities laws of the United States, the Company’s directors, executive officers, and any persons holding more than ten percent or more of a registered class of the Company’s equity securities are required to file reports of ownership and changes in ownership, on a timely basis, with the SEC. Based on material provided to the Company, the Company believes that all such required reports were filed on a timely basis in Fiscal 2022.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning the total compensation received by, or earned by, during Fiscal 2021 and Fiscal 2022 by our named executive officers, Allan I. Grafman, our Chief Executive Officer (Fiscal 2022 only), Howard S. Jonas, our Chairman (Fiscal 2022 only), Brooke T. Feinstein, our Chief Financial Officer, and Ezra Y. Rosensaft, our former Chief Executive Officer (collectively, the “Named Executive Officers”).

Name and Principal Position	Fiscal Year	Salary ($)(1)	Bonus ($)(1)		Share Awards ($)(2)		Option Awards ($)(2)		All other Compensation ($)		Total ($)
Allan I. Grafman	2022	70,962	50,000	(4)	—		98,010	(5)	1,846	(6)	220,818
Chief Executive Officer(3)

Howard S. Jonas	2022	—	—		1,999,999	(8)	—		—		1,999,999
Chairman(7)

Brooke T. Feinstein	2022	250,000	75,000	(10)	—		70,326	(11)	37,250	(12)	432,576
Chief Financial Officer(9)	2021	184,231	90,000	(13)	—		20,700	(14)	11,224	(15)	306,155

Ezra Y. Rosensaft	2022	379,270	—		—		—		171,806	(17)	551,076
Former Chief Executive Officer(16)	2021	440,000	225,000	(18)	—		—		27,403	(19)	692,403

____________

(1) The Company’s executive compensation structure is designed to attract and retain qualified and motivated personnel and align their interests with those of the Company and its stockholders. The Named Executive Officers are awarded bonuses and/or equity awards based on certain accomplishments in respect of the relevant fiscal year. The Company does not target any specific proportion of total compensation in setting annual base salary, bonus compensation and equity awards. Cash bonuses include amounts paid in a subsequent fiscal year for services provided during the fiscal year in question. Executive officers are eligible for bonuses, in cash or equity, as determined by the Compensation Committee. Except as provided for in agreements that the Company may enter into with its executive officers, any bonus compensation to executive officers will be determined by our Compensation Committee based on factors it deems appropriate, including, without limitation, the achievement of specific performance targets and our financial and business performance.

(2) The amounts shown in this column reflect the aggregate grant date fair value of restricted stock awards and option awards computed off the average common stock price on the grant date in accordance with FASB ASC Topic 718.

(3) Allan I. Grafman has served as Chief Executive Officer since August 29, 2022.

(4) Consists of a cash bonus of $50,000 paid to Allan I. Grafman on or about November 16, 2022 for services performed in Fiscal 2022.

(5) Consists of the value of a grant to Allan I. Grafman on August 30, 2022 of an option to purchase up to 70,398 shares of Class B Common Stock, which has a 10-year term, an exercise price of $1.77 per share and vests as follows: 17,600 on each of February 28, 2023 and August 30, 2023 and 17,599 on each of February 28, 2024 and August 30, 2024.

(6) Consists of payments to Allan I. Grafman for an automobile allowance.

(7) Howard S. Jonas has served as Chairman, an executive officer position, since June 9, 2022.

(8) Consists of the value of a grant to Howard S. Jonas on April 5, 2022 of 1,104,972 restricted shares of Class B Common Stock that vest 220,995 shares on each of April 5, 2023, April 5, 2024 and 220,994 shares on each of April 5, 2025, April 5, 2026 and April 5, 2027.

(9) Brooke T. Feinstein has served as Chief Financial Officer since September 2021 and served as Chief Accounting Officer from July 2020 until September 2021.

(10) Consists of a cash bonus of $75,000 paid to Brooke T. Feinstein on or about November 16, 2022 for services performed in Fiscal 2022.

(11) Consists of the value of a grant to Brooke T. Feinstein on April 5, 2022 of an option to purchase up to 50,000 shares of Class B Common Stock, which has a 10-year term, an exercise price of $1.81 per share and vests as follows: 16,667 on each of April 5, 2023 and April 5, 2024 and 16,666 on April 5, 2025.

(12) Consists of payments to Brooke T. Feinstein for unused and accrued paid time off in the amount of $24,038 and matching contributions to Ms. Feinstein’s account under the Company’s 401(k) Plan in the amount of $13,212.

(13) Consists of (i) a cash bonus of $15,000 paid to Brooke T. Feinstein on or about June 9, 2021, (ii) a cash bonus of $25,000 paid to Ms. Feinstein on or about September 1, 2021; and (iii) a cash bonus of $50,000 paid to Ms. Feinstein on or about November 16, 2021 for services performed in Fiscal 2021.

(14) Consists of the value of a grant to Brooke T. Feinstein on June 9, 2021 of an option to purchase up to 10,000 shares of Class B Common Stock, which has a 10-year term, an exercise price of $4.00 per share and vests as follows: 3,334 on June 9, 2022 and 3,333 on each of June 9, 2023 and June 9, 2024.

(15) Consists of matching contributions Mr. Grafman’s account under the Company’s 401(k) Plan.

(16) Ezra Y. Rosensaft served as Chief Executive Officer from July 2020 until August 2022.

(17) Consists of payments to Ezra Y. Rosensaft for unused and accrued paid time off in the amount of $101,719, an automobile allowance in the amount of $10,000, severance payments in the amount of $49,676 and matching contributions to Mr. Rosensaft’s account under the Company’s 401(k) Plan in the amount of $10,411.

(18) Consists of (i) a cash bonus of $75,000 paid to Ezra Y. Rosensaft on or about January 24, 2022 for services performed in Fiscal 2021; and (ii) a cash bonus of $150,000 paid to Mr. Rosensaft on or about January 7, 2022 for services performed in Fiscal 2021.

(19) Consists of payments to Ezra Y. Rosensaft for unused and accrued paid time off in the amount of $17,917, an automobile allowance in the amount of $8,000 and matching contributions to Mr. Rosensaft’s account under the Company’s 401(k) Plan in the amount of $1,486.

Employment Agreements

Allan I. Grafman: On August 21, 2022, the Company entered into an employment agreement with Allan I. Grafman that provides, among other things, the following: (i) an annual base salary of $410,000 for a term of two years, (ii) an annual bonus of $50,000, in addition to being eligible to receive an annual discretionary bonus, (iii) pursuant to the 2019 Stock Plan, a grant of options to purchase 67,671 shares of the Company’s Class B Common Stock with the exercise price of $1.77 per share with such options vesting (a) with respect to one-fourth (1/4) of the underlying shares on the six-month anniversary of August 29, 2022 and (b) in equal tranches (in each case, rounded to a whole number of shares) of the underlying shares on each quarterly anniversary of the six-month anniversary, and all unvested options shall vest on August 30, 2024.

Howard S. Jonas: On April 5, 2022, the Company entered into an employment agreement with Howard S. Jonas, which provides, among other things, the following: (i) an annual base salary of $400,000 for a term of five years (the “Initial Term”) payable through the issuance of 1,104,972 restricted shares of the Company’s Class B common stock with the value of the shares equal to $2 million representing Mr. Jonas’ base salary for the entire Initial Term; (ii) such shares shall vest, contingent on Mr. Jonas’ remaining in continuous service to the Company, in substantially equal amounts on April 5, 2023, April 5, 2024, April 5, 2025, April 5, 2026 and April 5, 2027; (iii) if Mr. Jonas’ employment is terminated without cause (as such term is defined the Employment Agreement), resigns for good reason (as such term is defined the Employment Agreement) or upon Mr. Jonas’s death or disability (as such term is defined in the Employment Agreement) and upon other conditions set forth in the Employment Agreement, Mr. Jonas will be entitled to (1) severance in the amount equal to twelve (12) months of any cash portion of his base salary; and (2) any restrictions with respect to any equity grants shall lapse, and any unvested equity grants in the Company or its subsidiaries shall vest.

Brooke I. Feinstein: Brooke I. Feinstein is not a party to an employment agreement with the Company or any of its subsidiaries.

Ezra Y. Rosensaft: In connection with Ezra Y. Rosensaft’s removal as Chief Executive Officer, the Company and Mr. Rosensaft entered into a Separation and General Release Agreement on August 29, 2022 which provides, among other things, that (i) the Company shall pay Mr. Rosensaft $645,785, which is being paid in fifty-two (52) bi-weekly installments that began on or about September 16, 2022 and (ii) Mr. Rosensaft is subject to certain restrictive covenants, including restrictions on his ability to solicit the employees and customers of the Company for a period of twelve (12) months following his separation.

In addition, including pursuant to their employment agreements, executives are eligible to receive bonuses based upon performance, including the specific financial and other goals set by the Compensation Committee of the Board of Directors.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

Allan I. Grafman: Under the terms of the Employment Agreement, dated August 29, 2022, between the Company and Allan I. Grafman, in the event (1) the Company terminates Mr. Grafman’s employment without “cause” or Mr. Grafman voluntarily terminates his employment with “good reason,” the Company shall pay Mr. Grafman his annual base salary for twelve (12) months and his pro-rated bonus, and (2) of Mr. Grafman’s death or disability, the Company will pay Mr. Grafman his pro-rated bonus. All severance payments are contingent on Mr. Grafman executing the Company’s standard release agreement.

Howard S. Jonas: Under the terms of the Employment Agreement, dated April 5, 2022, between the Company and Howard S. Jonas, in the event of Mr. Jonas’ death or disability, or in the event the Company terminates Howard S. Jonas’ employment without “cause” or Howard S. Jonas voluntarily terminates his employment with “good reason,” which includes a “change in control,” any unvested restricted shares of Class B Common Stock shall vest. All severance payments are contingent on Mr. Jonas executing the Company’s standard release agreement.

Ezra Y. Rosensaft: In connection with Ezra Y. Rosensaft’s removal as Chief Executive Officer, the Company and Mr. Rosensaft entered into a Separation and General Release Agreement which provides, among other things, that the Company shall pay Mr. Rosensaft $645,785, which is being paid in fifty-two (52) bi-weekly installments that began on or about September 16, 2022

The following table sets forth quantitative information with respect to potential payments to be made to each of the Named Executive Officers upon termination in various circumstances and/or a change in control of the Company (each an “Event”). The following table assumes the Event took place on October 31, 2022 for each of the Named Executive Officers and uses the closing price of Class B Common Stock on October 31, 2022, the last trading day in Fiscal 2022 ($1.32). The potential payments are based on agreements entered into by Named Executive Officers with the Company, discussed above, and the 2019 Plan.

Name	Event of Death or Disability ($)			Change In Control ($)		Termination For Cause ($)		Voluntary Termination for Good Reason ($)		Termination Without Cause ($)
Allan I. Grafman
Restricted Shares/Options		—			—		—		—		—
Severance		8.333	(1)		—		—		418,333(1)		418,333	(1)
Howard S. Jonas
Restricted Shares/Options		1,458,463	(2)		1,458,463(2)		—		1,458,463(2)		1,458,463	(2)
Severance		—			—		—		—		—
Brooke T. Feinstein
Restricted Shares/Options		—			—		—		—		—
Severance					—		—		—
Ezra Y. Rosensaft
Restricted Shares/Options

SEC Form DEF 14A filed by IDW Media Holdings