MH can't get paid if his stock keeps declining in value. From the FY19 annual report:
"We adopted an equity incentive plan (the “2014 Equity Incentive Plan”) for certain employees, officers and directors of Cengage, as approved by the Bankruptcy Court, designed to promote our interests by providing eligible persons with the opportunity to acquire common stock in Cengage as an incentive for them to remain in our employment or service. The plan allowed for the grant of equity awards in various forms, including incentive stock options, non-qualified stock options,
restricted stock, restricted stock units (“RSUs”), stock appreciation rights or performance awards. In accordance with the terms of the 2014 Equity Incentive Plan, we reserved 4,627,118 shares of common stock available for grant, representing approximately 5.6% of the fully diluted outstanding common stock as of March 31, 2014. In December 2014, the number of shares of common stock available for grant was increased to 5,103,650 shares upon execution of the 2014 leveraged
recapitalization in accordance with the anti-dilution provisions of the plan. The total amount of shares authorized was additionally increased to 7,052,550 as of March 31, 2017 as a result of the one-time cash dividend paid in September 2016, in accordance with the anti-dilution provisions of the plan, and the grant of performance-based RSUs during fiscal year 2017."