DEF 14A

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 (Amendment No. )

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 Pursuant to §240.14a-12

Emerald Holding, 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

April 7, 2025

To the Stockholders of Emerald Holding, Inc.:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Emerald Holding, Inc., on May 21, 2025, at 1:00 p.m. (EDT) via live webcast. You will be able to attend the Annual Meeting online and submit your questions prior to or during the meeting by visiting meetnow.global/MPTPWWU. You will also be able to vote your shares electronically during the live webcast of the Annual Meeting. To participate in the meeting, you will need your 15-digit control number included on your Notice of Internet Availability of the Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. For further information on how to participate in the meeting please see General Information, “How do I attend, vote and ask questions during the 2025 Annual Meeting?”

During the live webcast of the Annual Meeting, holders of our common stock will be asked to vote on the following proposals: (i) the re-election of the three currently serving Class II directors to our Board of Directors, (ii) the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025, and (iii) the transaction of any other business that may properly come before the Annual Meeting of Stockholders or any adjournment or postponement thereof. In addition, management will report on the progress of our business and respond to comments and questions of general interest to our stockholders.

Your vote is important to us. It is important that your shares be represented and voted whether or not you plan to attend the Annual Meeting virtually. You may vote on the Internet, by telephone or by completing and mailing a proxy card. Voting over the Internet, by telephone or by written proxy will ensure your shares are represented at the Annual Meeting. If you attend the meeting virtually, you may revoke your proxy, if you wish, and vote electronically.

Securities and Exchange Commission rules allow companies to furnish proxy materials to their stockholders on the Internet to all stockholders of record as of March 31, 2025. We are pleased to take advantage of these rules and believe that they enable us to provide you with the information you need, while making delivery more efficient and more environmentally friendly. In accordance with these rules, on or about April 7, 2025, we will begin sending a Notice of Internet Availability of Proxy Materials to each of our stockholders providing instructions on how to access our proxy materials and 2024 Annual Report over the Internet. The Notice of Internet Availability of Proxy Materials also provides instructions on how to vote online and includes instructions on how to request a printed set of the proxy materials.

We thank you for your continued support and interest in Emerald Holding, Inc.

    Sincerely,

   

    Hervé Sedky
President and Chief Executive Officer

Emerald Holding, Inc.

100 Broadway, 14th Floor

New York, NY 10005

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 21, 2025

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Emerald Holding, Inc., will be held virtually, via live webcast at meetnow.global/MPTPWWU on May 21, 2025, at 1:00 p.m. (EDT).

Holders of our common stock will consider the following:

•

Proposal 1: The re-election of the three currently serving Class II directors to our Board of Directors to hold office until the 2028 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified;

•

Proposal 2: Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025; and

•

Any other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Holders of record of shares of our common stock at the close of business on March 31, 2025 are entitled to receive notice of and to vote during the live webcast of the Annual Meeting and any adjournment or postponement thereof.

A Notice of Internet Availability of Proxy Materials containing instructions on how to access this Proxy Statement and our 2024 Annual Report is being mailed on or about April 7, 2025 to all stockholders entitled to vote during the live webcast of the Annual Meeting.


	By Order of the Board of Directors,

	Sara Altschul
	General Counsel and Corporate Secretary

New York, NY
April 7, 2025

IMPORTANT INFORMATION REGARDING THE AVAILABILITY OF PROXY MATERIALS

This Notice of Meeting, Proxy Statement, Proxy Card and our 2024 Annual Report, which includes our annual report on Form 10-K for the fiscal year ended December 31, 2024, are available at www.envisionreports.com/EEX.

YOUR VOTE IS VERY IMPORTANT. PLEASE CAREFULLY READ THE ATTACHED PROXY STATEMENT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING VIRTUALLY, WE URGE YOU TO VOTE AND SUBMIT YOUR PROXY OVER THE INTERNET, BY TELEPHONE OR MAIL.

Emerald Holding, Inc.

TABLE OF CONTENTS


GENERAL INFORMATION	1

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS	1

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING	1

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING	2

BACKGROUND OF THE COMPANY	9

CORPORATE GOVERNANCE AND BOARD PRACTICES	10
Corporate Governance	10
Code of Business Conduct and Ethics	10
Board Composition	11
Board of Directors and Director Independence	11
Board Leadership Structure	12
Board Oversight of Risk Management	12
Director Selection Process	13
Board Self-Evaluation	13
Communications with the Board	13
Meetings of the Board and Committees	13
Executive Sessions of Non-Management Directors	14
Committees of the Board	14
Compensation Committee Interlocks and Insider Participation	16
Stock Ownership Guidelines	16
No Hedging or Pledging Policy	16

BOARD OF DIRECTORS AND MANAGEMENT	17

PROPOSAL 1 ELECTION OF CLASS II DIRECTORS	20

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT RELATED SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	21

REPORT OF THE AUDIT COMMITTEE OF THE BOARD	22

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES AND SERVICES	23

PROPOSAL 2 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	24

EXECUTIVE COMPENSATION	25

EXECUTIVE COMPENSATION TABLES	26
Securities Authorized For Issuance Under Equity Compensation Plans	36

Security Ownership of Certain Beneficial Owners and Management	37
Delinquent Section 16(a) Reports	39

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	40
Policies and Procedures for Related Persons Transactions	40
Stockholders’ Agreement	40
Registration Rights Agreement	40
Other Relationships and Transactions	42

OTHER MATTERS	43
Incorporation by Reference	43
Access to Reports and Other Information	43
List of Company Stockholders	43
Other Matters That May Come Before the Annual Meeting	43

Appendix A Reconciliation of Non-GAAP Financial Information	A-1

Emerald Holding, Inc.

100 Broadway, 14th Floor

New York, NY 10005

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 21, 2025

GENERAL INFORMATION

We are furnishing this Proxy Statement to you as part of a solicitation by the Board of Directors (the “Board”) of Emerald Holding, Inc., a Delaware corporation, of proxies to be voted at our 2025 Annual Meeting of Stockholders and at any reconvened meeting after an adjournment or postponement of the meeting (the “Annual Meeting”). We will hold the Annual Meeting virtually, via live webcast at meetnow.global/MPTPWWU on May 21, 2025 at 1:00 p.m. (EDT). Unless the context otherwise requires, all references in this Proxy Statement to “Emerald”, “the Company”, “we”, “us”, and “our” refer to Emerald Holding, Inc., together with its consolidated subsidiaries.

Our mailing address and principal executive office is 100 Broadway, 14th Floor, New York, NY 10005. Our investor website is located at investor.emeraldx.com. The information contained on, or that can be accessed through, our website is not a part of this Proxy Statement.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS

Securities and Exchange Commission (“SEC”) rules allow companies to furnish proxy materials to their stockholders on the Internet. We are pleased to take advantage of these rules and believe that they enable us to provide you with the information you need, while making delivery more efficient and more environmentally friendly. We have saved significant mailing and printing costs by providing proxy materials to you over the Internet in accordance with SEC rules. In accordance with these rules, on or about April 7, 2025, we will begin mailing to each of our stockholders a notice providing instructions on how to access our proxy materials and 2024 Annual Report on the Internet (the “Notice of Internet Availability of Proxy Materials”). The Notice of Internet Availability of Proxy Materials, which cannot itself be used to vote your shares, also provides instructions on how to vote online and includes instructions on how to request a paper copy of the proxy materials, if you so desire. The Notice of Internet Availability of Proxy Materials includes a 15-digit control number that must be entered at the website provided on the notice in order to view the proxy materials. Whether you received the Notice of Internet Availability of Proxy Materials or paper copies of our proxy materials, the Proxy Statement and 2024 Annual Report are available to you at www.envisionreports.com/EEX.

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

At the Annual Meeting, holders of our common stock will consider and vote upon:

•

Proposal 1: Re-election of the three currently serving Class II directors to our Board to hold office until the 2028 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified;

•

Proposal 2: Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025; and

•

Any other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

BOARD VOTING RECOMMENDATIONS


Proposals		Board Recommendation
Proposal 1	Election of Class II Directors	FOR
Proposal 2	Ratification of the Selection of Our Independent Registered Public Accounting Firm	FOR

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully. Information contained on, or that can be accessed through, our website is not a part of this Proxy Statement.

What is a proxy?

The Board is asking for your proxy. This means you authorize persons selected by the Company to vote your shares during the live webcast of the Annual Meeting in the way that you instruct. All shares represented by valid proxies received and not revoked before the Annual Meeting will be voted during the live webcast of the Annual Meeting in accordance with the stockholder’s specific voting instructions.

Why am I receiving these materials?

You are receiving these materials because at the close of business on March 31, 2025 (the “Record Date”), you owned shares of the Company’s common stock, $0.01 par value per share. All stockholders of record on the Record Date are entitled to attend and vote during the live webcast of the Annual Meeting.

How many votes do I have?

Each share of our common stock is entitled to vote during the live webcast of the Annual Meeting. As of the Record Date, we had 199,597,204 shares of common stock outstanding. With respect to all of the matters submitted for vote to holders of common stock during the live webcast of the Annual Meeting, each share of common stock is entitled to one vote.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

In accordance with rules adopted by the SEC, we may furnish proxy materials, including this Proxy Statement and our Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials (the “Notice”), which was mailed to our stockholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. Utilizing this method of proxy delivery expedites receipt of proxy materials by the Company’s stockholders, lowers the Company’s costs and is more environmentally friendly. All stockholders will have the ability to access the proxy materials over the Internet, or request a printed set of the proxy materials, if desired, at www.envisionreports.com/EEX. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.

What information is contained in this Proxy Statement?

This Proxy Statement includes information about the nominees for Class II directors and the other matters to be voted on during the live webcast of the Annual Meeting. It also explains the voting process and requirements; describes the compensation of our principal executive officer and our two other most highly compensated executive officers (each, an “NEO”, and collectively referred to as our “NEOs”); describes the compensation of our directors; and provides certain other information required by SEC rules.

What shares are included on my proxy card?

You will receive one proxy card for all the shares of the Company’s common stock that you hold as a stockholder of record.

If you hold your shares in street name, you will receive voting instructions for each account you have with a broker, bank or other nominee.

What matters am I voting on, how may I vote on each matter and how does the Board recommend that I vote on each matter?

The following table sets forth each of the proposals you are being asked to vote on, how you may vote on each proposal and how the Board recommends that you vote on each proposal:


Proposal		How may I vote?	How does the Board recommend that I vote?
1.	Re-election of Class II directors: The re-election of the three currently serving Class II director nominees identified in this Proxy Statement, each for a three-year term or until their respective successors are duly elected and qualified.	You may vote FOR or WITHHOLD votes for the re-election of each Class II director nominee named herein by indicating in the space provided on the proxy.	The Board recommends that you vote FOR each of the Class II director nominees.
2.	The ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025.	You may vote FOR or AGAINST the vote to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm, or you may indicate that you wish to ABSTAIN from voting on the matter.	The Board recommends that you vote FOR the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with the Company’s transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are considered the “stockholder of record” with respect to those shares. The Notice of Internet Availability of Proxy Materials will be sent directly to stockholders of record beginning on or about April 7, 2025.

If your shares are held with a broker or in an account at a bank, you are considered the “beneficial owner” with respect to those shares. These shares are sometimes referred to as being held “in street name.” The Notice of Internet Availability of Proxy Materials would have been forwarded to you by your broker, bank or other holder of record who is considered the stockholder of record with respect to those shares.

As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares by using the voting instruction card you received. You will not be able to vote these shares directly unless you obtain a signed legal proxy from your broker, bank or other nominee giving you the right to vote the shares.

How do I vote if I am a stockholder of record?

As a stockholder of record, you may vote your shares in any one of the following ways:

•

Call the toll-free number shown on the proxy card;

•

Vote on the Internet on the website shown on the proxy card;

•

Mark, sign, date and return the enclosed proxy card in the postage-paid envelope; or

•

Vote electronically during the live webcast of the Annual Meeting.

Please note that you cannot vote by marking up the Notice of Internet Availability of the Proxy Materials and mailing that Notice back. Any votes returned in that manner will not be counted.

Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote. You may vote as far in advance of the Annual Meeting as you choose. Returning the proxy card or voting by telephone or online will not affect your right to attend the live webcast of the Annual Meeting and vote electronically.

How do I vote if I am a beneficial owner?

As a beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares by following the instructions that your broker, bank or other nominee sent to you. You will receive, or be provided access to, proxy materials and voting instructions for each account that you have with a broker, bank or other nominee. As a beneficial owner, if you wish to change the directions that you have provided your broker, bank or other nominee, you should follow the instructions that your broker, bank or other nominee sent to you.

As a beneficial owner, you are also invited to attend the Annual Meeting provided that you register in advance as described in the answer to the question “How do I register to attend the Annual Meeting virtually on the Internet?” below. However, since you are not a stockholder of record, you may not vote your shares electronically during the live webcast of the meeting unless you obtain a signed legal proxy from your broker, bank or other nominee giving you the right to vote the shares.

How can I attend the Annual Meeting, vote my shares and submit questions?

You are entitled to attend the Annual Meeting only if you were a stockholder of record as of the Record Date or you hold a valid proxy for the Annual Meeting. To attend the Annual Meeting and submit your questions prior to or during the Annual Meeting, please visit meetnow.global/MPTPWWU. The virtual meeting will afford stockholders the same rights as if the meeting were held in person, including the ability to vote shares electronically during the meeting and ask questions in accordance with the rules of conduct for the meeting, which will be posted to our investor relations website, https://investor.emeraldx.com and will be available on meetnow.global/MPTPWWU during the Annual Meeting. To participate in the Annual Meeting or to submit questions in advance of the meeting, you will need the 15-digit control number included on your Notice of Internet Availability of the Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.

Shares held in your name as the stockholder of record may be voted electronically during the live webcast of the Annual Meeting.

Shares for which you are the beneficial owner, but not the stockholder of record, also may be voted electronically during the live webcast of the Annual Meeting provided that you obtain a signed legal proxy from your broker, bank or other nominee, which will give you the right to vote the shares as described in the answer to the question “How do I vote if I am a beneficial owner?” above.

Even if you plan to participate in the Annual Meeting online, we recommend that you also vote by proxy as described below so that your vote will be counted if you later decide not to participate in the Annual Meeting.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.

The online meeting will begin promptly at 1:00 p.m. (EDT). We encourage you to access the meeting prior to the start time leaving ample time for check in. Please follow the registration instructions as outlined in this Proxy Statement.

How do I register to attend the Annual Meeting virtually on the Internet?

If you are a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received.

If you are a beneficial owner, you must register in advance to attend the Annual Meeting virtually on the Internet.

To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Emerald Holding, Inc. holdings along with your name and email address to Computershare. Requests for registration should be directed to:

Proxy Services

C/O Computershare Investor Services

P.O. Box 43101

Providence, RI 02940-5067

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. (EDT), on May 19, 2025.

You will receive confirmation of your registration by email after we receive your registration materials.

Why is the Annual Meeting only virtual?

We are excited to embrace the latest technology to provide ease of access, real-time communication and cost savings for our stockholders and the Company. Hosting a virtual meeting will provide easy access for stockholders and facilitate participation since stockholders can participate from any location around the world.

What can I do if I change my mind after I vote?

If you are a stockholder of record, you can revoke your proxy before it is exercised by:

•

written notice of revocation to our General Counsel and Corporate Secretary at 100 Broadway, 14th Floor, New York, NY 10005;

•

timely delivery of a valid, later-dated proxy or a later-dated online vote or vote by telephone; or

•

virtually attending the Annual Meeting and voting electronically.

If you are a beneficial owner of shares but not the stockholder of record, you may submit new voting instructions by contacting your broker, bank or other nominee. You may also vote electronically during the live webcast of the Annual Meeting if you obtain a signed legal proxy from your broker, bank or other nominee giving you the right to vote the shares as described in the answer to the question “How do I vote if I am a beneficial owner?” above.

All shares represented by valid proxies received and not revoked will be voted during the live webcast of the Annual Meeting in accordance with the stockholder’s specific voting instructions.

What if I return my proxy card or vote by Internet or phone but do not specify how I want to vote?

The proxy materials, including the proxy card, are being solicited on behalf of the Board. The Company representatives appointed by the Board (the persons named on the proxy card, or, if applicable, their substitutes) will vote your shares as you instruct. If you sign your proxy card and return it without indicating how you would like to vote your shares, your shares will be voted as the Board recommends, which is:

•

FOR the re-election of all of the Class II director nominees; and

•

FOR the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025.

What votes need to be present to hold the Annual Meeting?

Under our Second Amended and Restated Bylaws, with respect to all proposals, the presence, in person or by proxy, of the holders of a majority of the total voting power of the outstanding shares of our common stock, will constitute a quorum for purposes of this class vote.

If a quorum is not present, the meeting will be adjourned until a quorum is obtained. The shares present virtually during the Annual Meeting will be considered shares represented in person at the meeting for purposes of determining the presence of a quorum. Abstentions and broker non-votes (where a broker or nominee does not exercise discretionary authority to vote on a proposal) will be treated as present for purposes of determining the presence of a quorum.

How are votes counted?

In the re-election of the three currently serving Class II directors, your vote may be cast “FOR” all of the nominees or your vote may be “WITHHELD” with respect to one or more of the nominees. If you withhold your vote with respect to any nominee, your shares will not be considered to have been voted for or against the nominee. For all other proposals, your vote may be cast “FOR” or “AGAINST” or you may “ABSTAIN.” If you “ABSTAIN,” it has the same effect as a vote “AGAINST.” If you sign your proxy card with no further instructions and you are a stockholder of record, then your shares will be voted in accordance with the recommendations of our Board. If you sign your proxy card with no further instructions and you are a beneficial owner, then please see the response to the question immediately below for a description of how your shares will be voted.

What is the effect of broker non-votes?

Under the rules of the New York Stock Exchange, if you are a beneficial owner, your broker, bank or other nominee only has discretion to vote on certain “routine” matters without your voting instructions. The proposal to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm is a “routine” matter, and as a result, your broker, bank or other nominee will be permitted to vote your shares on that proposal during the live webcast of the Annual Meeting regardless of whether you provide proper instructions. The absence of a vote on a non-routine matter is referred to as a broker non-vote. Broker non-votes will have no effect on the results of Proposal 1 regarding the re-election of Class II directors. There will be no broker non-votes with respect to Proposal 2 ratifying the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025, as this is a routine matter.

What is the voting requirement to approve each of the proposals?

The following table sets forth the voting requirements with respect to each of the proposals:


Proposal		Voting Requirement
1.	The re-election of the three currently serving Class II director nominees identified in this Proxy Statement each for a three-year term or until their respective successors are duly elected and qualified.	Each Class II director nominee must be elected by a plurality of the votes cast by holders of our common stock. A plurality means that the nominees with the largest number of votes are elected as directors up to the maximum number of directors of the applicable class to be elected at the Annual Meeting.

2.	The ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025.	This proposal must be approved by a majority of the votes cast by the holders of our common stock, meaning that the votes cast by the stockholders “FOR” the approval of the proposal must exceed the number of votes cast “AGAINST” the approval of the proposal. If a stockholder votes to “ABSTAIN,” it has the same effect as a vote “AGAINST.”

Other matters that may properly come before the Annual Meeting may require more than a majority vote under our Second Amended and Restated Bylaws, our Amended and Restated Certificate of Incorporation, and the laws of Delaware or other applicable laws.

Who will count the votes?

A representative of Computershare will act as the inspector of elections and count the votes.

Where can I find the voting results?

We will announce the preliminary voting results during the live webcast of the Annual Meeting. We will also publish voting results in a current report on Form 8-K that we will file with the SEC within four business days of the Annual Meeting. If on the date of this Form 8-K filing the inspector of elections for the Annual Meeting has not certified the voting results as final, we will note in the filing that the results are preliminary and publish the final results in a subsequent Form 8-K filing within four business days after the final voting results are known.

Who will pay the costs of soliciting these proxies?

We will bear the entire cost of the solicitation of proxies, including preparation, assembly, printing and mailing of the Notice of Internet Availability of Proxy Materials, or a full set of the proxy materials (including the Proxy Statement, the 2024 Annual Report and proxy card with postage-paid envelope), as applicable, and any additional information furnished to stockholders. Computershare will assist us in distribution of the proxy materials and will provide voting and tabulation services for the Annual Meeting. We may reimburse banks, brokers, custodians and nominees for their reasonable costs of forwarding proxy materials to beneficial owners. Original solicitation of proxies may be supplemented by electronic means, mail, telephone or personal solicitation by our directors, officers or other employees. No additional compensation will be paid to our directors, officers or other employees for such services.

Are you “householding” for stockholders sharing the same address?

The SEC’s rules permit us to deliver a single copy of the Notice of Internet Availability of Proxy Materials to an address that two or more stockholders share. This method of delivery is referred to as “householding” and can significantly reduce our printing and mailing costs. It also reduces the volume of mail that you receive. We will deliver only one Notice of Internet Availability of Proxy Materials, or a full set of the proxy materials (including the Proxy Statement, the 2024 Annual Report and proxy card with postage-paid envelope), as applicable, to multiple registered stockholders sharing an address, unless we receive instructions to the contrary from one or more of the stockholders. If printed copies of proxy materials are requested, we will still send each stockholder an individual proxy card.

If you did not receive an individual copy of the Notice of Internet Availability of Proxy Materials, we will send a copy to you if you contact us at 100 Broadway, 14th Floor, New York, NY 10005, Attention: General Counsel and Corporate Secretary, or by telephone at 949-226-5700. If you and other residents at your address have been receiving multiple copies of the Notice of Internet Availability of Proxy Materials, and desire to receive only a single copy of these materials, you may contact your broker, bank or other nominee or contact us at the above address or telephone number.

What is the deadline for stockholders to propose actions for consideration at the 2026 Annual Meeting of Stockholders?

Stockholders who wish to nominate persons for election to our Board or propose other matters to be considered at our 2026 Annual Meeting of Stockholders must provide us advance notice of the director nomination or stockholder proposal, as well as the information specified in our Second Amended and Restated Bylaws, not earlier than January 21, 2026, which is the 120th day before the first anniversary of the 2025 Annual Meeting of Stockholders, and not later than 5:00 P.M. EDT on February 20, 2026, which is the 90th day before the first anniversary of the 2025 Annual Meeting of Stockholders, as set forth in the Second Amended and Restated Bylaws. Stockholders are advised to review our Second Amended and Restated Bylaws, which contain the requirements for advance notice of director nominations and stockholder proposals. Notice of director nominations and stockholder proposals must be mailed to our General Counsel and Corporate Secretary at 100 Broadway, 14th Floor, New York, NY 10005. The requirements for advance notice of stockholder proposals under our Second Amended and Restated Bylaws do not apply to proposals properly submitted under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as those stockholder proposals are governed by Rule 14a-8. We reserve the right to reject, rule out of order or take other appropriate action with respect to any director nomination or stockholder proposal that does not comply with our Second Amended and Restated Bylaws and other applicable requirements.

December 8, 2025, which is 120 days before the first anniversary of the date of our Proxy Statement released to stockholders in connection with the 2025 Annual Meeting of Stockholders, is the deadline for stockholders to submit proposals to be included in our 2025 Proxy Statement under Rule 14a-8 under the Exchange Act. However, if the date of the 2025 Annual Meeting of Stockholders is changed by more than 30 days from the date of the previous year’s meeting, then the deadline is a reasonable time before we begin to print and send our Proxy Statement for the 2026 Annual Meeting of Stockholders. Proposals by stockholders must comply with all requirements of applicable rules of the SEC, including Rule 14a-8, and be mailed to our General Counsel and Corporate Secretary at 100 Broadway, 14th Floor, New York, NY 10005. We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with Rule 14a-8 and other applicable requirements.

Whom should I contact if I have any questions?

If you have any questions about the Annual Meeting or your ownership of Company voting stock, please contact our transfer agent at:

Computershare Trust Company, N.A.


By Regular Mail:	Overnight:

Computershare Investor Services P.O. Box 43078 Providence, RI 02940-3078	Computershare Investor Services 150 Royall Street, Suite 101 Canton, MA 02021

BACKGROUND OF THE COMPANY

Emerald is a leading business-to-business event organizer principally in the United States, with expanding operations in the U.K. and international markets. Leveraging our shows as key market-driven platforms, we integrate live events, media content, industry insights, digital tools, data-focused solutions and e-commerce platforms to create uniquely rich experiences. Emerald strives to build its customers’ businesses by creating opportunities that deliver tangible results.

All of our trade show events typically hold market-leading positions within their respective industry verticals, with significant brand value established over a long period of time. Each of our shows is scheduled to stage at least annually, with certain franchises offering multiple editions per year. As our shows are frequently the largest and most well attended in their respective industry, we are able to attract high-quality attendees, including those who have the authority to make purchasing decisions on the spot or subsequent to the show. The participation of these attendees makes our trade shows “must-attend” events for our exhibitors, further reinforcing the leading positions of our trade shows within their respective industry verticals. Our attendees use our shows to fulfill procurement needs, source new suppliers, reconnect with existing suppliers, identify trends, learn about new products and network with industry peers, which we believe are factors that make our shows difficult to replace with non-face-to-face events. Our portfolio of trade shows is well-balanced and diversified across both industry sectors and customers.

In addition to organizing our trade shows, conferences and other events, we also operate content and content-marketing websites, related digital products, and produce publications, each of which is aligned with a specific sector for which we organize an event. We also offer business-to-business commerce and digital merchandising solutions, serving the needs of manufacturers and retailers, through our Elastic Suite and Bulletin platforms. In addition to their respective revenues, these products complement our live events and provide our exhibitors and attendees with year-round channels of customer acquisition and development.

As of March 31, 2025, certain investment funds managed by an affiliate of Onex Corporation (such funds, collectively, “Onex”) owned 184,520,200 shares of our common stock, representing 92.4% of our outstanding common stock. As a result, we are a “controlled company,” a company of which more than 50% of the combined voting power is held by an individual, a group or another company, within the meaning of the New York Stock Exchange corporate governance standards.

CORPORATE GOVERNANCE AND BOARD PRACTICES

Corporate Governance

We believe that good corporate governance helps to ensure that the Company is managed for the long-term benefits of our stockholders. We regularly review, analyze and revise our corporate governance policies and practices taking into account the most recent SEC corporate governance rules and regulations as well as the corporate governance listing standards of the New York Stock Exchange, the stock exchange on which our common stock is listed.

We have adopted our Corporate Governance Guidelines and other practices, which provide a framework for the governance of the Company as a whole and describe the principles and practices that the Board follows in carrying out its responsibilities, including to serve the best interests of all of our stockholders. Our Corporate Governance Guidelines address, among other things:

•

the composition, structure and qualifications of the Board to ensure the Board has a broad range of skills, experience, industry expertise and diversity of views;

•

expectations and responsibilities of directors;

•

management succession planning;

•

annual Board self-assessments to assess Board performance and diversity of opinions;

•

principles of Board compensation and stock ownership;

•

regular executive sessions of independent directors; and

•

communications with stockholders and non-management directors.

Our Corporate Governance Guidelines set forth our practices and policies with respect to meetings of the Board and Board committees, selection of the Executive Chairman and Chief Executive Officer and Board self-evaluation requirements. The full text of our Corporate Governance Guidelines may be viewed on our corporate website at http://www.emeraldx.com under “Investors—Corporate Governance.” Our Corporate Governance Guidelines are regularly reviewed by the Nominating and Corporate Governance Committee to ensure that they effectively promote the best interests of both the Company and the Company’s stockholders and that they comply with all applicable laws, regulations and New York Stock Exchange requirements.

Code of Business Conduct and Ethics

We have adopted a code of ethics applicable to all of our directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees, known as the Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics addresses conflicts of interest, disclosure obligations, legal compliance, confidentiality, protection and proper use of Company assets, fair dealing and health and safety, among other topics. The Code of Business Conduct and Ethics is available on our website at http://www.emeraldx.com under “Investors—Corporate Governance.” In addition, a copy may be obtained by writing to Emerald Holding, Inc., 100 Broadway, 14th Floor, New York, NY 10005; Attention: General Counsel and Corporate Secretary or by telephone at 949-226-5700. In the event that we amend or waive certain provisions of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer or principal accounting officer in a manner that requires disclosure under applicable SEC rules, we will disclose the same on our website.

Securities Trading Policy

We have adopted a securities trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all Company personnel, including directors, officers, employees, and other covered persons. The Company believes that its securities trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and New York Stock Exchange listing standards. The full text of our securities trading policy was filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Board Composition

Our Board currently consists of nine directors, divided among three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following such election or until their successors have been duly elected and qualified, subject to the director’s earlier death or resignation or removal.

Our directors are divided among the three classes as follows:

•

the Class I directors are Anthony Munk, Hervé Sedky and Lynda Clarizio, whose terms will expire at the Annual Meeting of Stockholders to be held in 2027;

•

the Class II directors are Kosty Gilis, Todd Hyatt and Lisa Klinger, whose terms will expire at this Annual Meeting. If re-elected, Mr. Gilis, Mr. Hyatt and Ms. Klinger’s terms will expire at the Annual Meeting of Stockholders to be held in 2028; and

•

the Class III directors are Michael Alicea, Emmanuelle Skala and David Levin, whose terms will expire at the Annual Meeting of Stockholders to be held in 2026.

We expect that additional directorships resulting from an increase in the number of common stock directors, if any, will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors on the Board.

Prior to May 2, 2024 (the “Conversion Date”), holders of our then-outstanding Series A Convertible Participating Preferred Stock (the “Series A Preferred Stock”) were entitled to vote for individuals nominated for election as “Preferred Stock Directors.” However, on the Conversion Date, all of the shares of Series A Preferred Stock were converted into shares of common stock and no shares of Series A Preferred Stock remained issued or outstanding, as discussed below in “Certain Relationships and Related Party Transactions.” Consequently, all rights of the former holders of Series A Preferred Stock, including the right to elect Preferred Stock Directors, were terminated. Additionally, the conversion of the Series A Preferred Stock initiated a contingent vote held at our 2024 Annual Meeting, whereby Ms. Clarizio and Mr. Levin, who had previously served as Preferred Stock Directors, were instead elected as Class I and Class III directors, respectively, by holders of our common stock.

Board of Directors and Director Independence

Controlled Company

Onex owns the majority of our outstanding common stock. As a result, we are a “controlled company” within the meaning of the rules of the New York Stock Exchange. Under these rules, a “controlled company” is not subject to certain corporate governance requirements, including:

•

the requirement that a majority of our Board consist of independent directors;

•

the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

•

the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•

the requirement for an annual performance evaluation of the nominating and corporate governance committee and compensation committee.

Although we are a controlled company, our Board currently consists of a majority of independent directors and we have a fully independent Audit Committee. Our Compensation Committee is composed of 3 out of 4 independent directors and is also subject to annual performance evaluations. Our Nominating and Corporate Governance Committee has 1 independent director of its 2 members, and while this committee is not subject to annual evaluations, most actions taken by this Committee are also approved by the full Board.

Director Independence and Independence Determinations

Under our Corporate Governance Guidelines and New York Stock Exchange listing standards, a director is not independent unless our Board affirmatively determines that he or she does not have a material relationship with us or any of our subsidiaries. Our Corporate Governance Guidelines define independence in accordance with the independence definition in the current New York Stock Exchange corporate governance rules for listed companies. Our Corporate Governance Guidelines require our Board to review the independence of all directors at least annually. In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the New York Stock Exchange independence definition, our Board will determine, considering all relevant facts and circumstances, whether such relationship is material.

Our Board has reviewed and considered the relationships of each member of the Board with our Company and its affiliates and affirmatively determined that each of Michael Alicea, Lynda Clarizio, Todd Hyatt, Lisa Klinger, David Levin, and Emmanuelle Skala is an independent director under the rules of the New York Stock Exchange and an independent director as such term is defined in Rule 10A-3(b)(1) under the Exchange Act. Of our remaining directors, Kosty Gilis and Anthony Munk are not independent because of their affiliations with Onex, and Hervé Sedky is not independent because of his role as President and Chief Executive Officer of Emerald.

Board Leadership Structure

Our Board has decided to separate the roles of Chief Executive Officer and Chairman of the Board. These positions are currently held by Hervé Sedky, as our Chief Executive Officer, and Kosty Gilis, as the Chairman of the Board. We believe this leadership structure is appropriate for our company due to the differences between the two roles. The Chief Executive Officer is responsible for setting our strategic direction, providing day-to-day leadership and managing our business, while the Chairman of the Board provides guidance to the Chief Executive Officer, chairs Board meetings and provides information to the members of our Board in advance of such meetings. In addition, separating the roles of Chief Executive Officer and Chairman allows the Chairman to provide oversight of our management.

Our Board does not currently have a designated lead Independent Director; however, all of our independent directors have direct access to members of senior management. We believe our six independent directors are experienced, objective, and well-equipped to exercise oversight over senior management and represent the interests of our stockholders. We are aware of the potential conflicts that may arise when a non-independent director is Chairman of the Board, but we believe these potential conflicts are offset by our strong corporate governance practices, including the fact that the Board consists of a majority of independent directors.

Board Oversight of Risk Management

Management is responsible for the day-to-day assessment and management of the risks we face, while the Board has ultimate responsibility for the oversight of risk management. Our Board administers its risk oversight function primarily through the Audit Committee, including oversight of cybersecurity risks and compliance with new privacy rules and regulations. To that end, our Audit Committee meets at least quarterly with our Chief Financial Officer and our independent registered public accounting firm where it receives regular updates regarding our management’s assessment of risk exposures including liquidity, credit and operational risks and the process in place to monitor and control such risks. They also review results of operations, financial reporting, and assessments of internal controls over financial reporting. In addition, management also periodically attends Board and committee meetings to discuss the risk management process directly with the Board including discussion of non-financial risks such as cybersecurity, privacy, environmental, social (e.g., human capital management) and other operational risks. The Compensation Committee, with the assistance from time to time of an independent compensation consultant, reviews the level of risk incentivized by the Company’s executive compensation program as well as incentive programs below the executive officer level. Based on this assessment and the executive compensation program’s emphasis on long-term performance, its close connection to Company-wide and brand performance and its equity-based component designed to align the executive officers’ compensation with the Company’s long-term strategy and growth, the Compensation Committee determined that our executive compensation program does not create incentives for excessive risk-taking that are reasonably likely to have a material adverse effect on the Company. Our Board believes that its administration of risk management has not affected the Board’s leadership structure.

In addition, the Chief Executive Officer’s collaboration with the Board allows Mr. Sedky to gauge whether management is providing adequate information for the Board to understand the interrelationships of our various business and financial risks. Mr. Sedky is available to the Board to address any questions from other directors regarding executive management’s ability to identify and mitigate risks and weigh them against potential rewards.

Director Selection Process

The Nominating and Corporate Governance Committee works with the Board to determine the appropriate makeup of individuals that will result in a Board that is diverse in knowledge, competencies, and experiences. The Nominating and Corporate Governance Committee is responsible for identifying and reviewing the qualifications of potential director nominees and recommending to the Board those candidates to be nominated for election to the Board. The Nominating and Corporate Governance Committee believes the most effective Board is one that encompasses a broad range of skills, expertise, industry knowledge, diversity of viewpoints, opinions, background and experience relevant to our business. As a result, the Nominating and Corporate Governance Committee considers all factors it deems appropriate, which includes, among others (i) ensuring that the Board, as a whole, is appropriately diverse and the extent to which a candidate would fill a present need on the Board, (ii) the Board’s size and composition, (iii) our corporate governance policies and any applicable laws, (iv) individual director performance, expertise, relevant business and financial experience, integrity and willingness to serve actively, (v) the number of other public and private company boards on which a director candidate serves and (vi) consideration of director nominees properly proposed by stockholders in accordance with our Second Amended and Restated Bylaws. The Board monitors the mix of specific experience, qualifications and skills of its directors in order to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure. Although the Company does not have a formal policy with respect to diversity, as a matter of practice, the Board considers diversity in the context of the Board as a whole and takes into account considerations relating to ethnicity, gender, cultural diversity and the range of perspectives that the directors bring to their work. Annually, all incumbent directors complete questionnaires to update and confirm their background, experience and skills and to identify any potential conflicts of interest. The Board believes that its current constitution has an appropriately diverse composition. Moreover, the Board continuously seeks ways to expand the diversity of viewpoints and backgrounds on our Board and at our Company. Stockholders may also nominate directors for election at the Company’s annual stockholders meeting by following the provisions set forth in the Company’s Second Amended and Restated Bylaws, whose qualifications the Nominating and Corporate Governance Committee will consider in the same manner as other nominees.

Board Self-Evaluation

Our Corporate Governance Guidelines provide that the Board, acting through the Nominating and Corporate Governance Committee, conduct a self-evaluation at least annually to determine whether it and its committees are functioning effectively. The Board’s self-evaluation helps determine whether the directors feel they have the tools and access necessary to perform their oversight, and also solicits suggestions from directors for areas of improvement in the Board’s functioning. In addition, our Corporate Governance Guidelines provide that each committee conduct a self-evaluation at least annually and compare its performance to the requirements of its charter.

Communications with the Board

The Board has adopted policies designed to allow our stockholders and other interested parties to communicate with our directors. Any interested parties wishing to communicate with, or otherwise make his or her concerns known directly to the Board or chairperson of any of the Audit, Compensation and Nominating and Corporate Governance Committees, or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the General Counsel and Corporate Secretary of the Company, 100 Broadway, 14th Floor, New York, NY 10005, Attention: General Counsel and Corporate Secretary. The General Counsel and Corporate Secretary will forward such communications to the appropriate party as soon as practicable.

Meetings of the Board and Committees

During the year ended December 31, 2024, the Board held five meetings. In addition, the Board held additional informal discussions. All of the directors who served during the year ended December 31, 2024 attended at least 75% of the total meetings of the Board and each of the Board committees on which such director served during their respective tenure. Directors are expected to make best efforts to attend all Board meetings, all meetings of the committee or committees of the Board of which they are a member and the Annual Meeting of Stockholders. Attendance by telephone or videoconference is deemed attendance at a meeting. All nine of the Board members attended the 2024 Annual Meeting of Stockholders.

Pursuant to our Corporate Governance Guidelines, our Board currently plans to hold at least four meetings each year, with additional meetings to occur (or action to be taken by unanimous consent, either in writing or by electronic transmission) at the discretion of the Board.

Executive Sessions of Non-Management Directors

Pursuant to our Corporate Governance Guidelines, in order to ensure free and open discussion and communication among the non-management directors of the Board, the non-management directors meet in executive session at most Board meetings with no members of management present. The non-management directors may specify the procedure to designate the director who may preside at any such executive session.

Committees of the Board

The Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Our Board may establish other committees to facilitate the management of our business. The composition and functions of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are described below. Members will serve on committees until their resignation or until otherwise determined by our Board.

As permitted by the New York Stock Exchange listing standards, because we qualify as a “controlled company”, our Compensation Committee and our Nominating and Corporate Governance Committee are currently not composed entirely of independent directors. Our Board has determined that each of Michael Alicea, Lynda Clarizio, Todd Hyatt, Lisa Klinger, David Levin, and Emmanuelle Skala is an independent director under the rules of the New York Stock Exchange and an independent director as such term is defined in Rule 10A-3(b)(1) under the Exchange Act. Each committee operates pursuant to a written charter, each of which is available on the investor relations section of our website at http://www.emeraldx.com under “Investors—Corporate Governance.” In addition, copies may be obtained by writing to Emerald Holding, Inc., 100 Broadway, 14th Floor, New York, NY 10005; Attention: General Counsel and Corporate Secretary or by telephone at 949-226-5700.

The following table shows the membership of each committee of our Board, and the number of meetings held by each committee, during the year ended December 31, 2024.


Director	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Michael Alicea	ü	Chair
Lynda Clarizio		ü
Konstantin (Kosty) Gilis		ü	ü
Todd Hyatt	ü
Lisa Klinger	Chair
David Levin
Anthony Munk
Emmanuelle Skala		ü	Chair
Number of 2024 Committee Meetings	6(1)	4(2)	2(3)

(1)

In addition, the Audit Committee also held additional informal discussions.

(2)

Includes the Compensation Committee acting via unanimous written consent on one occasion.

(3)

Includes the Nominating and Corporate Governance Committee acting via unanimous written consent on two occasions.

Audit Committee

Currently, the members of the Audit Committee are Lisa Klinger, as Chairperson, Michael Alicea and Todd Hyatt, each of whom have been determined by the Board to qualify as “independent” under Rule 10A-3 and the New York Stock Exchange listing rules, and “financially literate” under the New York Stock Exchange listing rules. The Board has determined that each of Ms. Klinger and Mr. Hyatt qualify as an “audit committee financial expert” within the meaning of regulations adopted by the SEC. The Audit Committee recommends the annual appointment and reviews the independence of our independent registered public accounting firm and reviews the scope of audit and non-audit assignments and related fees and the results of the annual audit. In addition, the Audit Committee reviews and assesses the accounting principles used in financial reporting, internal auditing procedures, the adequacy of our internal control procedures, related party transactions and investigations into matters related to audit functions and recommends to the Board that the audited financial statements be included in the Company’s annual report on Form 10-K. The Audit Committee also prepares any report of the Audit Committee required by rules and regulations of the SEC for inclusion in our Proxy Statement and reviews and approves related party transactions. The Audit Committee is also responsible for overseeing risk management on behalf of our Board, including cybersecurity and compliance with privacy regulations.

Our Board has established a procedure whereby complaints or concerns with respect to accounting, internal controls, auditing and other matters may be submitted to the Audit Committee. This procedure is described under “Corporate Governance and Board Practices — Communications with the Board.” Any employee who has a concern with respect to our accounting, internal accounting controls, auditing issues or other matters may, in a confidential or anonymous manner, communicate those concerns to the Audit Committee by contacting our Whistleblower Hotline, which is operated by a third-party service provider, at 1-855- MRLDXPO (1-855-675-3976).

The charter of the Audit Committee permits the committee to, in its discretion, delegate its duties and responsibilities to one or more subcommittees as it deems appropriate. The text of our Audit Committee charter is available on our website at http://www.emeraldx.com under “Investors—Corporate Governance.” A copy may be obtained by writing to our General Counsel and Corporate Secretary at 100 Broadway, 14th Floor, New York, NY 10005 or by telephone at 949-226-5700.

Compensation Committee

Currently, the members of the compensation committee are Michael Alicea, as Chairman, Lynda Clarizio, Kosty Gilis, and Emmanuelle Skala. The principal responsibilities of the Compensation Committee are to review and approve matters involving executive and director compensation, oversee and recommend changes in employee benefit programs, authorize equity and other incentive arrangements and authorize our company to enter into employment and other employee-related agreements. Because we are a “controlled company” within the meaning of the New York Stock Exchange listing standards, our Compensation Committee is not yet required to be composed entirely of independent directors, but is currently comprised of 3 out of 4 independent directors, with Mr. Gilis not being considered independent because he is a managing director of Onex, our controlling stockholder.

The charter of the Compensation Committee permits the committee to, in its discretion, delegate its duties and responsibilities to a subcommittee of the Compensation Committee as it deems appropriate and to the extent permitted by applicable law. All proposed delegations of duties must be adopted by a resolution of the Compensation Committee and reviewed for compliance with the corporate governance standards of the New York Stock Exchange, the rules and regulations of the SEC and Delaware corporate law. The text of our Compensation Committee charter is available on our website at http://www.emeraldx.com under “Investors—Corporate Governance.” A copy may be obtained by writing to our General Counsel and Corporate Secretary at 100 Broadway, 14th Floor, New York, NY 10005 or by telephone at 949-226-5700.

The Compensation Committee periodically engages and utilizes an independent compensation consultant. From time to time, the Compensation Committee has engaged FW Cook (“FW Cook”) as its executive compensation consultant to assist the Compensation Committee in evaluating executive compensation. When appropriate, FW Cook obtains input from management to ensure its advice and recommendations reinforce the Company’s business position and strategy, principles, and values. During the year ended December 31, 2024, the Compensation Committee did not engage FW Cook or any other compensation consultant.

Nominating and Corporate Governance Committee

Currently, the members of the Nominating and Corporate Governance Committee are Emmanuelle Skala, as Chairperson, and Kosty Gilis. The Nominating and Corporate Governance Committee assists our Board in identifying individuals qualified to become Board members, makes recommendations to the Board regarding directors’ independence and committee composition and develops, reviews, and recommends changes to our corporate governance principles. For more on our processes and procedures, see “Director Selection Process” and “Board Self-Evaluation.” Because we are a “controlled company” within the meaning of the New York Stock Exchange listing standards, our Nominating and Corporate Governance Committee is not yet required to be composed entirely of independent directors. Mr. Gilis is not considered to be independent because of his affiliation with Onex.

The charter of the Nominating and Corporate Governance Committee permits the committee to, in its sole discretion, delegate its duties and responsibilities to one or more subcommittees as it deems appropriate. The Nominating and Corporate Governance Committee operates under a written charter approved by the Board, a copy of which is available on our website at http://www.emeraldx.com under “Investors—Corporate Governance.”

Compensation Committee Interlocks and Insider Participation

The members of the compensation committee are Michael Alicea as Chairman, Lynda Clarizio, Kosty Gilis and Emmanuelle Skala. None of our executive officers serve, or in the past year have served, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board or compensation committee. No interlocking relationship exists between any member of the compensation committee (or other committee performing equivalent functions) and any executive, member of the board of directors or member of the compensation committee (or other committee performing equivalent functions) of any other company. None of the compensation committee members is a current nor a former executive officer or employee of the Company, though Mr. Gilis is a managing director of Onex, our controlling stockholder.

Stock Ownership Guidelines

We adopted stock ownership guidelines for our directors and certain of our executive officers to help ensure that they each maintain an equity stake in the Company and, by doing so, appropriately link their interests with those of other stockholders. The guideline for each applicable executive officer is based on a multiple of the executive’s base salary, ranging from two to five times, with the size of the multiple based on the individual’s position with the Company. Executives are required to achieve these stock ownership levels within five years of becoming an executive officer. Our independent directors are required to hold a number of shares of our common stock with a value equal to four times the annual cash retainer for Board service. Our independent directors are required to achieve this ownership level within five years of our initial public offering or joining the Board, whichever is later. The stock ownership guidelines may be met by the following forms of equity held by the individual subject to the guidelines: (i) shares of Emerald stock owned outright, (ii) unvested time-based restricted stock units, and (iii) the value of vested, unexercised stock options.

No Hedging or Pledging Policy

The Company’s securities trading policy prohibits all directors and executive officers of the Company from effecting short sales, put options, call options or other derivative securities, holding securities in a margin account or otherwise pledging securities as collateral for a loan or hedging or similar monetization transactions with respect to the Company’s common stock.

BOARD OF DIRECTORS AND MANAGEMENT

The following table sets forth, as of March 31, 2025, the name and age of each executive officer, director and certain significant employees of the Company, indicating all positions and offices with us currently held by such executive officer, director or significant employee:


Name	Age	Position
Hervé Sedky	55	Chief Executive Officer and President
David Doft	53	Chief Financial Officer
Issa Jouaneh	49	President, Connections
Danielle Puceta	47	Executive Vice President, Content and Commerce
Sara Altschul	52	Executive Vice President, General Counsel and Corporate Secretary
Konstantin (Kosty) Gilis	51	Chairman of the Board and Director
Michael Alicea	57	Director
Lynda Clarizio	64	Director
Todd Hyatt	64	Director
Lisa Klinger	58	Director
David Levin	63	Director
Anthony Munk	64	Director
Emmanuelle Skala	52	Director

Set forth below are descriptions of the backgrounds of each executive officer, director, and certain significant employees of the Company, as of March 31, 2025:

Hervé Sedky. Mr. Sedky joined Emerald as President and Chief Executive Officer in January 2021. Prior to joining Emerald, Mr. Sedky spent six years as President of the Americas for RX Global (RELX), leading more than 100 sector-leading exhibitions and events in North and South America each year, as well as the company’s global pop culture and lifestyle focused offshoot, ReedPop. Before his time at RX Global, Mr. Sedky spent over twenty years at the American Express Company, ultimately serving as Senior Vice President and General Manager of American Express Global Business Travel, as well as on American Express Company’s senior management team. Mr. Sedky holds a bachelor’s degree from Northeastern University and is a graduate of the Executive Management Program (PMD) at Harvard Business School. Mr. Sedky was selected to serve on our Board as a result of his extensive leadership experience in our industry, and in light of his role as our Chief Executive Officer.

David Doft. Mr. Doft joined Emerald as Chief Financial Officer in January 2020. Mr. Doft has more than 25 years of experience in accounting, corporate finance and strategic planning. Immediately prior to joining Emerald, Mr. Doft served as Executive in Residence at Progress Partners, Inc., an M&A advisory firm, from August 2019 to January 2020. Prior to that, Mr. Doft served as Chief Financial Officer of MDC Partners Inc., a leading global provider of marketing, advertising, activation, communications and strategic consulting solutions, since August 2007, where he was responsible for all aspects of agency operations, financial reporting and compliance, corporate finance, treasury and investor relations. Mr. Doft has also served in senior roles at Cobalt Capital Management Inc., Level Global Investors LP, CIBC World Markets and ABN AMRO/ING Barings Furman Selz LLC and holds a B.S. in Economics from the Wharton School of the University of Pennsylvania.

Issa Jouaneh. Mr. Jouaneh is President, Connections, Emerald’s business unit which encompasses all of the Company’s event, conference, trade show and brand assets. Mr. Jouaneh joined Emerald in March 2021 as Executive Vice President of Emerald Xcelerator, leading Emerald’s market diversification strategy through new shows, partnerships, and sub-expo launches. Before joining Emerald, Mr. Jouaneh founded and led two start-ups in the exhibitions, meetings & events industries from October 2019 to March 2021. Prior to that, Mr. Jouaneh spent fourteen years at American Express Company and American Express Global Business Travel, ultimately serving as Senior Vice President and General Manager and leading American Express Meetings & Events globally. Mr. Jouaneh holds a Bachelor of Mechanical Engineering from McGill University and a M.B.A. from Schulich School of Business at York University.

Danielle Puceta. Ms. Puceta joined Emerald as a Senior Vice President in July 2021 and was promoted to Executive Vice President, Content and Commerce, in November 2022. Ms. Puceta is responsible for leading Emerald’s content and commerce business divisions. Before joining Emerald, Ms. Puceta was a senior vice president at the Freeman Company LLC (“Freeman”) from December 2016 to April 2021, where she pioneered Freeman’s digital product diversification and transformation strategies. Prior to Freeman, she spent ten years at American Express Meetings and Events, ultimately serving as a director for the last five years of her tenure managing teams across 15 countries. Ms. Puceta has a B.A. and a M.S. from Lehigh University.

Sara Altschul. Ms. Altschul joined Emerald as Executive Vice President, General Counsel and Corporate Secretary in May 2024. Ms. Altschul is responsible for leading Emerald’s legal and corporate affairs. Prior to joining Emerald, Ms. Altschul served as Executive Vice President and General Counsel of Known Global LLC, an advertising and marketing agency, from February 2021 to May 2024, where she was responsible for leading the legal and compliance functions of the company, and served as Secretary to Known Global LLC’s Board of Directors. From August 2017 to February 2021, Ms. Altschul served as Senior Vice President and General Counsel of Travel Leaders Group Holdings, LLC (d/b/a/ Internova Travel Group), a corporate and leisure travel agency group, leading the legal and compliance team. She also served as Secretary to Internova Travel Group’s Board of Directors. Ms. Altschul received a Bachelor of Arts degree from Barnard College and a J.D. from Tulane University Law School.

Konstantin (Kosty) Gilis. Mr. Gilis has been Chairman of the Board and a member of the Compensation Committee since June 2013 and has served as a member of the Nominating and Corporate Governance Committee since April 2017. Mr. Gilis is a Managing Director of Onex, focusing on the business services sector. Mr. Gilis currently also serves on the board of directors of Analytic Partners, Inc. and WireCo WorldGroup, and was formerly a director of ASM Global (“ASM”), Allison Transmission (NYSE: ALSN), Clarivate (NYSE: CLVT), the Gates Corporation, and WireCo WorldGroup. Prior to joining Onex in 2004, Mr. Gilis worked at Willis Stein & Partners, a Chicago-based private equity firm, and was a management consultant at Bain & Company in the firm’s Toronto, Canada and Johannesburg, South Africa offices. Mr. Gilis holds an M.B.A. from Harvard Business School and a B.S. from The Wharton School of the University of Pennsylvania. Mr. Gilis’ experience in a variety of strategic and financing transactions and investments qualifies him to serve as a member of our Board. His high level of financial expertise is a valuable asset to our Board. As an executive with Onex, our controlling stockholder, he has extensive knowledge of our business. Mr. Gilis is a nominee for re-election as a Class II director at the Annual Meeting.

Michael Alicea. Mr. Alicea has been a member of the Board and the Chairman of the Compensation Committee since December 2015 and has served as a member of the Audit Committee since February 2019. Mr. Alicea is presently the Chief Human Resources Officer of Trellix, a leader in global cybersecurity. Mr. Alicea is responsible for all human resources activities across the entire global enterprise. Prior to that Mr. Alicea was Chief People Officer at Nielsen and held a variety of leadership roles within Nielsen in human resources, communications and operations. Overall, he possesses a strong background in a broad range of human resources, communications, operations and M&A disciplines and, as such, is qualified to serve as a member of our Board. He holds a B.B.A. in Human Resources & Organizational Management and has completed graduate coursework in Business Policy at Baruch College.

Lynda Clarizio. Ms. Clarizio has been a member of the Board since August 2020 and has served as a member of the Compensation Committee since January 2021. Ms. Clarizio has over 20 years of experience in the media industry growing and scaling businesses with a focus on data and technology. She is currently the Co-Founder and General Partner of The 98, an early stage venture fund investing in technology businesses led by women. Ms. Clarizio previously served as President of Nielsen, a global measurement and data analytics company, where she worked from 2013 to 2018. Prior to joining Nielsen, she served as Executive Vice President, Corporate Development and Operations of AppNexus, Inc., a programmatic advertising platform, from November 2012 to April 2013. From 2009 to 2012, Ms. Clarizio served as Chief Executive Officer and President of INVISION, Inc., a provider of multi-platform advertising solutions. From 1999 to 2009, she held a variety of executive positions with AOL Inc., a media technology company, including President of Platform-A (AOL’s consolidated advertising businesses) and President of Advertising.com (an AOL subsidiary). Prior to joining AOL, Ms. Clarizio was a partner in the Washington, D.C. law firm Arnold & Porter, where she practiced law from 1987 through 1999. In addition to Emerald, Ms. Clarizio is a member of the Board of Directors of the public companies CDW Corporation (NASDAQ: CDW) and Taboola (NASDAQ: TBLA). Ms. Clarizio also serves as a member of the Board of Directors of the private companies Simpli.fi, and Cambri, and the non-profit Human Rights First. She is a graduate of Princeton University, where she earned an A.B., and of Harvard Law School, where she earned a J.D. Ms. Clarizio’s extensive media and data analytics industry leadership experience, together with her legal industry background, enable her to advise our Board on key operational and strategic issues.

Todd Hyatt. Mr. Hyatt has been a member of the Board and the Audit Committee of the Board since December 2015. Mr. Hyatt is also a member of the Board of Directors of Creative Planning, a nationally recognized independent wealth advisory firm, as well as a member of the Board of Directors of Analytic Partners, a private marketing analytics firm. Mr. Hyatt was Executive Vice President and Chief Financial Officer for IHS Inc. (“IHS”) and IHS Markit, Inc., a leading information services company, from 2013 through January 2020. Mr. Hyatt worked at IHS from 2005 also serving as Senior Vice President and Chief Information Officer, Senior Vice President Financial Planning and Analysis and Chief Financial Officer for the Company’s engineering segment. During his career, he has also worked for US WEST Inc./MediaOne Group, Inc. where he was an Executive Director in the multimedia ventures organization and for AT&T, Inc. He started his career in public accounting, working at Arthur Young and Arthur Andersen. Mr. Hyatt holds a Masters in Management from Purdue University and a B.S. in Accounting from the University of Wyoming. Mr. Hyatt’s extensive management, financial and accounting experience enables him to provide us with strategic and financial guidance in establishing and executing on short and long-term strategic plans and, as such, is qualified to serve as a member of our Board. Mr. Hyatt is a nominee for re-election as a Class II director at the Annual Meeting.

Lisa Klinger. Ms. Klinger has been a member of the Board and Audit Committee since April 2018 and has been the Audit Committee Chair since March 2019. She has previously served as the Chief Administrative and Financial Officer for Ideal Image Development Corp., as Chief Administrative and Financial Officer for Peloton Interactive, Inc., as Chief Financial Officer and Treasurer for Vince Holding Corp., and as Executive Vice President and Chief Financial Officer of The Fresh Market, Inc. During her career, she has also held financial leadership roles at Michael’s Stores, Inc., and Limited Brands. Ms. Klinger also serves on the Board of Directors and Compensation Committee and is the Audit Committee Chair of Nexxen, a global, flexible advertising technology platform with deep expertise in data and advanced TV. Ms. Klinger also previously served on the Board of Directors, as Chairperson of the Board and on the Audit and Compensation Committee of The Container Store Group, Inc., the leading specialty retailer of storage and organization solutions and custom closets. She holds a B.S.B.A. in Finance from Bowling Green State University. Ms. Klinger’s extensive financial and accounting and public company board experience enables her to provide our Board with important strategic guidance. Ms. Klinger is a nominee for re-election as a Class II director at the Annual Meeting.

David Levin. Mr. Levin has been a member of the Board since August 2020. He currently serves as the full time Executive Chairman of the COFRA Holding AG Sustainable Food group. Previously, Mr. Levin served as the CEO of McGraw Hill from 2014-2017, the CEO of UBM plc from 2005 to 2013, the CEO of Symbian Ltd from 2002 to 2005 and of Psion PLC from 1998 to 2002. Mr. Levin was also the COO and CFO of Euromoney Institutional Investor plc from 1994 to1998. Mr. Levin holds an MBA from Stanford and an M.A. from Oxford University. Mr. Levin’s extensive management experience, particularly in the area of trade show events and data analytics, enables him to provide us with important strategic guidance.

Anthony Munk. Mr. Munk has been a member of the Board since May 2020. Mr. Munk is a Vice Chairman of Onex Corporation, which he joined in 1988, and is Chair of Onex Partners’ Private Equity Investment Committee. Mr. Munk currently also serves on the public company board of Clarivate (NYSE: CLVT) and the private company board of WireCo Worldgroup Inc. Mr. Munk previously served on the Board of Directors of JELD-WEN Holding, Inc. (NYSE: JELD), SGS&Co, Barrick Gold, RSI Home Products, Husky Injection Molding Systems Ltd, Cineplex Inc., SMG Holdings, Inc., Jack’s Family Restaurants, and Save-A-Lot. Prior to joining Onex, Mr. Munk was a Vice President with First Boston Corporation in London, England and an Analyst with Guardian Capital Group in Toronto. Mr. Munk holds a B.A. (Honors) in Economics from Queen’s University. His high level of financial expertise is a valuable asset to our Board, and as an executive with Onex, he has extensive knowledge of our business.

Emmanuelle Skala. Ms. Skala has been a member of the Board since January 2018 and a member of the Compensation Committee since February 2019. Ms. Skala is also the Chair of the Nominating and Corporate Governance Committee. From 2017 to 2024, she was on the leadership team of Toast, Inc. (NYSE: TOST) (“Toast”), a restaurant technology platform first serving as the Senior Vice President of Customer Success at Toast where she managed all post-sales customer facing teams. Subsequently, she then served as the Senior Vice President of Operations and GM of Hardware. From 2008 to 2013, Ms. Skala held positions of increasing seniority at Sophos Group PLC. From 2014 to 2016, Ms. Skala served as the Vice President of Sales for Influitive Corporation, and from 2016 to 2017, she served as the Vice President of Sales and Customer Success at DigitalOcean Holdings Inc. Ms. Skala also teaches a Go-To-Market class at MIT Sloan School of Business. She is an investor and frequent industry speaker on SaaS sales and customer success and holds board positions at several high growth technology companies. Ms. Skala holds an M.B.A. in Marketing and Finance from New York University’s Stern School of Business and a B.S. in Industrial Management from Carnegie Mellon University. Ms. Skala’s extensive leadership and technology experience enables her to provide our Board with important strategic guidance.

PROPOSAL 1—ELECTION OF CLASS II DIRECTORS

Our Board has nominated three people for re-election as Class II directors at the Annual Meeting. Each of the nominees currently is a director of the Company. If holders of our common stock re-elect the Class II directors, then these directors will hold office until the Annual Meeting of Stockholders in 2028, or until their successors have been duly elected and qualified, subject to the director’s earlier death or resignation or removal. Each of the Board’s nominees has consented to be named in this Proxy Statement and has agreed to serve if re-elected. If for some reason any of the Board’s nominees are unable to serve or for good cause will not serve if re-elected, the persons named as proxies may vote for a substitute nominee recommended by the Board and, unless you indicate otherwise on the proxy card, your shares will be voted in favor of the Board’s remaining nominees.

We believe each of the Board’s nominees meets the qualifications established by the Board for service on our Board and has professional experience in areas that are extremely relevant to our strategy and operations. We also believe that the skills, experience, backgrounds and attributes of the Board’s nominees make them the best candidates to serve on our Board.

The following table sets forth, as of March 31, 2025, the name and age of each nominee for Class II director, indicating all positions and offices with us currently held by such director:


Name	Age	Position
Kosty Gilis	51	Director
Todd Hyatt	64	Director
Lisa Klinger	58	Director

See the section of this Proxy Statement entitled “Management” for descriptions of the backgrounds and principal occupations of each of our Class II director nominees, as of March 31, 2025.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RE-ELECTION OF ALL OF THE BOARD’S CLASS II DIRECTOR NOMINEES LISTED ON THE PROXY CARD.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT RELATED

SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee is responsible for the appointment, compensation, retention, oversight and termination of the Company’s independent registered public accounting firm. The Audit Committee has adopted a policy, as set forth in the Audit Committee’s charter, requiring that substantially all audit and non-audit services provided by the independent registered public accounting firm be pre-approved by the Audit Committee. Pre-approval is not necessary for certain minor non-audit services that (i) do not constitute more than 5% of the total amount of revenues paid by the Company to PricewaterhouseCoopers LLP during the fiscal year the non-audit services were provided; (ii) were not recognized by the Company to be non-audit services at the time of the engagement for such services; and (iii) are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Audit Committee. The Audit Committee may delegate authority to one or more independent members of the Audit Committee to grant pre-approvals of audit and permitted non-audit services, provided that any such pre-approvals are presented to the full Audit Committee at its next scheduled meeting.

The Audit Committee has adopted a policy that prohibits our independent registered public accounting firm from providing the following services:

•

bookkeeping or other services related to the accounting records or financial statements of the Company;

•

financial information systems design and implementation;

•

appraisal or valuation services, providing fairness opinions or preparing contribution-in-kind reports;

•

actuarial services;

•

internal audit outsourcing services;

•

management functions or human resources;

•

broker or dealer, investment adviser or investment banking services;

•

legal services and expert services unrelated to the audit; and

•

any other service that the Public Company Accounting Oversight Board prohibits through regulation.

The Audit Committee’s pre-approval policy is in the Audit Committee Charter, which is available on our website at http://www.emeraldx.com under “Investors—Corporate Governance.”

REPORT OF THE AUDIT COMMITTEE OF THE BOARD

The following Report of the Audit Committee does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent we specifically incorporate such information by reference.

The Audit Committee currently consists of three independent directors: Lisa Klinger, as Chairperson, Michael Alicea and Todd Hyatt. The Audit Committee oversees Emerald Holding, Inc.’s financial reporting process, internal controls and audit functions on behalf of the Board. Management has the primary responsibility for the financial statements preparation and process and the reporting process, including maintaining an effective system of internal controls over financial reporting. The Audit Committee regularly meets separately with management and the independent registered public accounting firm, and may meet with the internal auditors from time to time. The Audit Committee operates under a written charter approved by the Board, a copy of which is available on our website at http://www.emeraldx.com under “Investors—Corporate Governance.” The charter, among other things, provides that the Audit Committee has full authority to appoint, compensate, retain, oversee and terminate when appropriate, the independent registered public accounting firm.

In addition to fulfilling its oversight responsibilities as set forth in its charter and further described above in the section of this Proxy Statement entitled “Corporate Governance and Board Matters—Committees of the Board—Audit Committee,” the Audit Committee also:

•

reviewed and discussed the audited financial statements in Emerald Holding, Inc.’s annual report on Form 10-K for the year ended December 31, 2024, with management, including a discussion of the quality, and the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements;

•

reviewed with PricewaterhouseCoopers LLP, Emerald Holding, Inc.’s independent registered public accounting firm, who is responsible for expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles, the audited financial statements and its evaluation of the Company’s internal control over financial reporting as well as their judgments as to the quality and acceptability of Emerald Holding, Inc.’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards;

•

discussed and received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) regarding PricewaterhouseCoopers LLP’s communications with the Audit Committee concerning independence;

•

discussed with PricewaterhouseCoopers LLP its independence from management and Emerald Holding, Inc. and considered whether PricewaterhouseCoopers LLP could also provide non-audit services without compromising the firm’s independence;

•

discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the Statement on Auditing Standards No. 61., as amended (AICPA, Professional Standards, Vol. 1, AU Section 380, as adopted by the PCAOB in Rule 3200T); and

•

reviewed and discussed the Company’s risk assessment and risk management framework, including discussions of individual risk areas as well as the overall process; and

•

discussed with PricewaterhouseCoopers LLP the overall scope and plans for its audit, and then met with PricewaterhouseCoopers LLP, with and without management present, to discuss the results of its examination and the overall quality of Emerald Holding, Inc.’s financial reporting and compliance program.

Based on the foregoing reviews and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in the annual report on Form 10-K for the year ended December 31, 2024 for filing with the SEC.

This report has been furnished by the members of the Audit Committee of the Board:

    Audit Committee

   

    Lisa Klinger, Chairperson

   

    Michael Alicea

   

    Todd Hyatt

   

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES AND SERVICES

The following is a description of the fees billed or expected to be billed by PricewaterhouseCoopers LLP for services provided in relation to the years ended December 31, 2024 and 2023.


Type of Fees	Fiscal Year Ended December 31, 2024		Fiscal Year Ended December 31, 2023
Audit Fees(1)	$	3,837,500	$	4,181,300
Audit-Related Fees(2)		—		—
Tax Fees(3)		—		—
All Other Fees(4)		2,000		2,000
Total	$	3,839,500	$	4,183,300

(1)

Audit fees consist of fees billed or expected to be billed for each of 2024 and 2023 for professional services rendered for the audit of our annual consolidated financial statements and reviews of our interim condensed consolidated financial statements. Audit fees also include fees for services associated with registration statements filed with the SEC, such as Form 10-K and Form 10-Q, or Form S-3 and Form S-8, including the review of related documents and issuance of consents.

(2)

We did not engage PricewaterhouseCoopers LLP to perform audit-related services during 2024 and 2023.

(3)

We did not engage PricewaterhouseCoopers LLP to perform tax services during 2024 and 2023.

(4)

Represents annual licensing fees for technical accounting publications.

As set forth above, the Audit Committee’s outside auditor independence policy provides for pre-approval of audit, audit-related and tax services specifically described by the Audit Committee on an annual basis. In addition, individual engagements anticipated to exceed pre-established thresholds must be separately approved by the Audit Committee. The policy authorizes the Audit Committee to delegate to one or more of its members pre-approval authority with respect to permitted services. The Audit Committee pre-approved all services that PricewaterhouseCoopers LLP provided for 2024 and 2023 in accordance with the pre-approval policy discussed above.

PROPOSAL 2—RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING

DECEMBER 31, 2024

The Audit Committee, comprised of independent members of the Board has selected PricewaterhouseCoopers LLP to be the Company’s independent registered public accounting firm for the year ended December 31, 2025. Holders of our common stock will vote on the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025. PricewaterhouseCoopers LLP has been engaged as our independent registered public accounting firm since June 4, 2015, which the Audit Committee approved. As a matter of good corporate governance, the Audit Committee has requested the Board to submit the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025 to stockholders for ratification. In the event of a negative vote on such ratification, the Audit Committee will reconsider its selection. Representatives of PricewaterhouseCoopers LLP will be present at the Annual Meeting. They will have the opportunity to make a statement at the Annual Meeting if they desire to do so, and will be available to respond to appropriate questions.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” PROPOSAL 2 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING

DECEMBER 31, 2025.

EXECUTIVE COMPENSATION

As a smaller reporting company, the Company has opted to comply with the executive compensation rules applicable to “smaller reporting companies,” as such term is defined under the Securities Act of 1933, as amended. Those rules require compensation disclosure only for the Company’s principal executive officer and its next two most highly compensated executive officers.

The tabular disclosure and discussion that follow describe the Company’s executive compensation program during the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022 with respect to the Company’s named executive officers for 2024:


NEO	Title
Hervé Sedky	President and Chief Executive Officer
David Doft	Chief Financial Officer
Sara Altschul	EVP, General Counsel and Secretary

EXECUTIVE COMPENSATION TABLES

2024 Summary Compensation Table

The following table sets forth the portion of compensation paid to the NEOs that is attributable to services performed during the fiscal years ended December 31, 2024, 2023 and 2022.


Name and Principal Position	Year		Salary ($)		Bonus ($)(1)		Stock Awards ($)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation(4)		Total ($)
Hervé Sedky,		2024		650,000		472,500		—		—		—		7,950		1,130,450
Chief Executive		2023		650,000		—		—		5,524,923		41,943		7,950		6,224,816
Officer and President		2022		650,000		1,000,000		—		—		478,800		7,950		2,136,750
David Doft,		2024		480,000		551,000		—		—		—		7,950		1,038,950
Chief Financial		2023		480,000		200,000		—		3,759,227		31,158		7,950		4,478,335
Officer		2022		480,000		1,200,000		—		—		355,680		7,950		2,043,630
Sara Altschul,
EVP, General Counsel and Secretary(5)		2024		222,115		50,000		—		757,204		—		7,558		1,036,877

(1)

The amount in the “Bonus” column for 2024 includes $472,500 and $351,000 paid to Messrs. Sedky and Doft respectively as retention bonuses, $200,000 paid to Mr. Doft as the third installment of his Special Bonus Agreement and $50,000 paid to Ms. Altschul as the first Sign-On Bonus Installment Payment. Further information on these arrangements is provided below under the heading “Narrative Disclosure to Summary Compensation Table.”

(2)

The amounts in this column represent the grant date fair value of stock option awards calculated in accordance with FASB Topic 718. Details and assumptions used in calculating the grant date fair value of the option awards may be found in Note 12, “Stock-Based Compensation,” to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the Securities and Exchange Commission on March 14, 2025.

(3)

The amounts included in the “Non-Equity Incentive Plan Compensation” column represent payments to the NEOs under the Company’s Annual Incentive Plan. Further information regarding the Annual Incentive Plan is provided below under the heading “Narrative Disclosure to Summary Compensation Table.”

(4)

The amounts included in the “All Other Compensation” column for 2024 represent matching contributions made to our 401(k) Savings Plan on behalf of Messrs. Sedky and Doft, of $7,950 each, and Ms. Altschul of $7,558.

(5)

Ms. Altschul’s salary amount reflects her employment commencement date of May 13, 2024.

Narrative Disclosure to Summary Compensation Table

Compensation Elements

Base Salaries

Base salaries for the NEOs are generally set at amounts that are competitive with the market to attract and retain quality executive officers, and are initially set forth in the executive’s employment agreement or offer letter. Base salaries for our NEOs are typically reviewed by the Compensation Committee on an annual basis.

Retention Bonuses

On March 1, 2024, the Board and Compensation Committee approved retention bonuses to Hervé Sedky and David Doft, and certain other key employees, in the aggregate amount of $945,000 and $702,000, respectively (the “Retention Bonuses”). The Retention Bonuses were paid to each executive, in two substantially equal installments, in March 2024 and January 2025. Payment of each installment was subject to forfeiture and repayment in the event the executive does not continue employment for a specific period. With respect to the first payment, the executive was required to remain employed through December 31, 2024; in respect of the second payment, employment must be continued through December 31, 2025. In the event that, prior to an installment’s vesting date, the recipient’s employment is terminated by the Company without Cause or by the executive for Good Reason (as such terms are defined in the executive’s employment agreement), that installment of the Retention Bonus will no longer be forfeitable. In the event of a termination by the Company for Cause or by the executive for any reason other than Good Reason prior to an applicable vesting date, the gross amount of the Retention Bonus previously paid to the executive for that installment, will be subject to forfeiture and repayment by the executive. In the event of a change of control of the Company (as defined consistent with what is considered a “change in control” of the Company under the terms of the Company’s 2017 Omnibus Equity Plan), the executive will be considered to have earned the full amount of the Retention Bonus, and any installments not previously paid will be paid at the time of the change of control.

Annual Incentive Plan

In respect of performance during 2024, each of our NEOs was eligible to receive an annual cash bonus under the Company’s 2024 Annual Incentive Plan (the “Annual Incentive Plan”), which is administered by the Compensation Committee.

For 2024, each NEO was assigned a target award pursuant to the terms of the NEO’s offer letter or employment agreement. The Compensation Committee, in its sole discretion and subject to the employment agreements, may revise the target awards for the NEOs. The target bonus amounts for the NEOs for 2024 were $700,000 for Mr. Sedky, $520,000 for Mr. Doft, and 75% of base salary for Ms. Altschul.

In the first quarter of 2024, the Compensation Committee set an Adjusted EBITDA target for purposes of determining the annual bonus pool for bonuses payable under the Company’s Annual Incentive Plan for 2024, the achievement of which informs the bonus payment to participants in the Annual Incentive Plan to varying degrees, depending on the participant’s position.

Depending on the performance outcome, as determined following the completion of the performance period, the Compensation Committee determines the level of funding of a bonus pool from which the annual bonus allocations, if any, are made to each of the NEOs, as well as other eligible executives and employees of the Company. The Adjusted EBITDA mark for 2024 with respect to the Annual Incentive Plan was determined based on the extent to which actual financial performance compared to the Adjusted EBITDA target with certain adjustments. The measurement against the adjusted target for 2024 resulted in an achievement below the target and in light of this result, the Compensation Committee did not fund a bonus pool in respect of 2024. For purposes of bonus determinations, Adjusted EBITDA, a non-GAAP measure, was defined as net income before (i) interest expense, (ii) income tax benefit, (iii) depreciation and amortization, (iv) stock-based compensation, (v) deferred revenue adjustment, (vi) goodwill and other intangible asset impairment charges, (vii) material show scheduling adjustments, where applicable, and (viii) other items that management believes are not part of our core operations Brand Performance & Individual Objectives.

Long-Term Incentive Awards

The Company maintains the 2017 Omnibus Equity Plan (as amended, the “2017 Plan”). Under the 2017 Plan, awards to employees may be granted in the form of options, restricted stock, restricted stock units, stock appreciation rights, dividend equivalent rights, share awards and performance-based awards (including performance share units and performance-based restricted stock). Due to our current corporate structure, our compensation program is currently being operated similar to a privately-owned company and so we, generally, have issued larger awards every few years rather than on an annual basis, and at the time of hire or promotion. Equity compensation is intended to serve both employee retention objectives and to encourage stockholder value creation. No long-term incentive awards were granted in 2024 to the NEOs, other than in connection with Ms. Altschul’s hiring.

The Board approved new long-term equity grants in the first quarter of 2025. The 2025 grants consist of restricted stock units that vest in substantially equal portions on the first, second and third anniversaries of the date of grant, respectively, subject to acceleration in the event of (i) a termination by the Company without Cause; (ii) by the recipient for Good Reason (if the recipient has “good reason” rights in his or her employment agreement or offer letter); or (iii) a Change in Control of the Company (as defined in the 2017 Plan).

Agreements with Named Executive Officers

Hervé Sedky

Mr. Sedky and the Company are party to an employment agreement dated as of November 10, 2020 (the “Sedky Employment Agreement”). Pursuant to the Sedky Employment Agreement, Mr. Sedky is entitled to (a) an annual base salary of $650,000, subject to review for annual increase; (b) an annual bonus, with a target of $700,000 (equal to 108% of base salary), which is subject to satisfaction of performance goals set annually by the Board; (c) eligibility to participate in all benefits programs for which other senior executives of Emerald are generally eligible; (d) eligibility to take an unlimited number of vacation days, pursuant to Emerald’s MyTime policy; (e) reimbursement for reasonable, documented business expenses; and (f) perquisites in the form of business class travel on flights approximately two hours or longer. In addition, the Sedky Employment Agreement provides for severance payments upon certain terminations of employment, as described below under “Potential Payments upon Termination or Change in Control.” Mr. Sedky is subject to a perpetual confidentiality covenant and, during his employment with Emerald and for twelve months immediately thereafter, covenants of non-solicitation, non-competition and non-disparagement.

David Doft

Mr. Doft and the Company are party to an employment agreement dated as of January 16, 2020 (the “Doft Employment Agreement”). Pursuant to the Doft Employment Agreement, Mr. Doft is entitled to (a) an annual base salary of $480,000; (b) an annual bonus, with a target of $520,000 (equal to 108% of base salary), subject to satisfaction of performance goals set annually by the Board (or a committee thereof); (c) eligibility to participate in all benefits programs for which other senior executives of Emerald are generally eligible; (d) eligibility to take an unlimited number of vacation days, pursuant to Emerald’s MyTime policy; (e) reimbursement for reasonable, documented business expenses; and (f) perquisites in the form of business class travel on flights approximately two hours or longer. The Doft Employment Agreement provides for severance payments upon certain terminations of employment, as described below under “Potential Payments upon Termination or Change in Control.” Mr. Doft is subject to a perpetual confidentiality covenant and, during his employment with Emerald and for twelve months immediately thereafter, covenants of non-solicitation, non-competition and non-disparagement covenants.

On November 2, 2021, the Company entered into a Special Bonus Agreement with Mr. Doft, providing for a special bonus in the amount of $600,000 payable in three equal installments of $200,000, the second installment of which was paid in January 2023, and the remainder of which vested on January 1, 2024 and was paid shortly thereafter (“Special Bonus Agreement”).

Sara Altschul

Ms. Altschul and the Company are party to an employment agreement dated as of April 5, 2024 (the “Altschul Employment Agreement”). Pursuant to the Altschul Employment Agreement, Ms. Altschul commenced employment on May 13, 2024 and is entitled to (a) an annual base salary of $350,000; (b) an annual bonus, with a target of 75% of base salary (equal to $262,500), subject to the Company’s sole discretion; (c) a sign-on bonus of $100,000, with $50,000 payable in June 2024, and an additional $50,000 payable in June 2025 (each a “Sign-On Bonus Installment Payment”); (d) eligibility to participate in all benefits programs for which other senior executives of Emerald are generally eligible; (e) eligibility to take an unlimited number of vacation days, pursuant to the Company’s relevant policy; and (f) reimbursement for reasonable documented business expenses, annual license renewal fees for the State Bar of New York, continuing legal education expenses associated with such license and other reasonable and customary professional expenses. The Altschul Employment Agreement provides for severance payments upon certain terminations of employment, as described below under “Potential Payments upon Termination or Change in Control.”

Ms. Altschul and the Company are party to a protective covenants agreement dated as of May 13, 2024 (the “Altschul Protective Covenants Agreement”). The Altschul Protective Covenants Agreement provides for a confidentiality covenant, during Ms. Altschul’s employment with Emerald and for three years immediately thereafter, and a non-solicitation of employees covenant, during her employment with Emerald and for one year thereafter.

Outstanding Equity Awards at 2024 Fiscal Year-End

The following table summarizes the number of securities underlying the equity awards held by each of the named executive officers as of the fiscal year ended December 31, 2024. All awards were granted under the 2017 Plan.


	Option Awards									Stock Awards
Name	Number of securities underlying unexercised options exercisable (#)		Number of securities underlying unexercised options unexercisable (#)(1)			Option exercise price ($)		Option expiration date		Number of shares or units of stock that have not vested (#)			Market value of shares or units of stock that have not vested ($)(2)
Hervé Sedky		738,228		492,152	(3)		5.26	1/4/2031			—			—
		630,000		420,000	(3)		6.00	1/4/2031			—			—
		630,000		420,000	(3)		8.00	1/4/2031			—			—
		669,334		2,677,336	(4)		3.81	3/1/2033			—			—
		—		—			—		—		135,057	(5)		650,976
David Doft		524,962		349,975	(3)		5.26	1/4/2031			—			—
		441,000		294,000	(3)		6.00	1/4/2031			—			—
		441,000		294,000	(3)		8.00	1/4/2031			—			—
		455,423		1,821,693	(4)		3.81	3/1/2033			—			—
		—		—			—		—		35,880

SEC Form DEF 14A filed by Emerald Holding Inc.