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.)

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Nexstar Media Group, Inc.

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20172020 Annual Meeting of Stockholders │ Meeting Notice │ Proxy Statement

proxy

YOUR VOTE IS IMPORTANT

NEXSTAR MEDIA GROUP, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 8, 20173, 2020

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Nexstar Media Group, Inc. (the “Annual Meeting”) will be held at Nexstar Media Group, Inc.’s principal executive offices at:

Nexstar Media Group, Inc.

Omni Dallas Hotel at Park WestThe Summit

1590 Lyndon B Johnson545 E. John Carpenter Freeway

Parkwest ABSuite 120

Dallas,Irving, Texas 7523475062

Thursday,Wednesday, June 8, 20173, 2020

10:00 a.m., Central Daylight Time

We intend to hold our annual meeting in person. However, we are actively monitoring the coronavirus (COVID-19) situation and are sensitive to the public health and travel concerns that our stockholders may have and the protocols that federal, state and local governments may impose. In the event it is not possible or advisable to hold our annual meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. If we take this step, we will announce the decision to do so in advance by issuing a press release and filing such press release as definitive additional soliciting material with the Securities and Exchange Commission. We will also make that additional soliciting material available at http://www.astproxyportal.com/ast/13194/.

The Annual Meeting will be held for the following purposes:

Nexstar Media Group, Inc. is mailing this Proxy Statement and the related proxy on or about May 5, 20174, 2020 to its stockholders of record on April 25, 2017.22, 2020. Only stockholders of record at that time are entitled to receive notice of or to vote at the Annual Meeting and any adjournment or postponement thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose germane to the Annual Meeting, at the Annual Meeting and for ten days prior to the Annual Meeting during ordinary business hours at 545 E. John Carpenter Freeway, Suite 700, Irving, Texas 75062.

IF YOU DO NOT EXPECT TO BE PRESENT AT THIS MEETING AND WISH YOUR SHARES OF COMMON STOCK TO BE VOTED, YOU ARE REQUESTED TO SIGN AND MAIL PROMPTLY THE ENCLOSED PROXY WHICH IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. A RETURN ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES IS ENCLOSED FOR THAT PURPOSE.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 8, 2017:3, 2020:

The Proxy Statement and the Company’s 20162019 Annual Report on Form 10-K are available at

http://www.astproxyportal.com/ast/13194/

PROXY STATEMENT TABLE OF CONTENTS

VOTING MATTERS

This Proxy Statement is furnished in connection with the solicitation by and on behalf of the Board of Directors of Nexstar Media Group, Inc., a Delaware corporation (“Nexstar”,Nexstar,” the “Company”, “our”, “us”,“Company,” “our,” “us,” or “we”), of proxies for use at Nexstar’s Annual Meeting of Stockholders to be held, pursuant to the accompanying Notice of Annual Meeting, on Thursday,Wednesday, June 8, 20173, 2020 at 10:00 a.m., Central Daylight Time, and at any adjournment or postponement thereof (the “Annual Meeting”). Actions will be taken at the Annual Meeting to (1) elect directors to serve as Class II directors for a term of three years; (2) ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2017;2020; (3) advise the Board of Directors on the compensation of our Named Executive Officers; and (4) transact any other business which may properly come before the meeting.

Shares of Nexstar common stock, par value $0.01 (“Common Stock”), represented by a properly executed proxy that isare received by Nexstar prior to the Annual Meeting, will, unless revoked, be voted as directed in the proxy. If a proxy is signed and returned, but does not specify how the shares represented by the proxy are to be voted, the proxy will be voted (i) FOR the election of the nominees named therein; (ii) FOR PricewaterhouseCoopers LLP as Nexstar’s independent registered public accounting firm in 2017;2020; (iii) FOR the approval, by non-binding vote, of executive compensation; and (iv) in such manner as the persons named in your proxy card shall decide on any other matters that may properly come before the Annual Meeting.

This Proxy Statement, the accompanying notice and the enclosed proxy card are first being mailed to stockholders on or about May 5, 2017.4, 2020.

Voting Securities

Stockholders of record on April 25, 201722, 2020 may vote at the Annual Meeting. On that date, there were 47,214,99945,262,874 shares of Class A Common Stock outstanding and no shares of Class B Common Stock, Class C Common Stock or Preferred Stock outstanding. The holders of Class A Common Stock are entitled to one vote per share and the holders of Class B Common Stock are entitled to 10 votes per share. Holders of our Class C Common Stock and Preferred Stock have no voting rights. Under the Company’s By-laws, the holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting, present in person or represented by proxy, constitute a quorum. There is no cumulative voting. Abstentions, withhold votes and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under NASDAQ rules to vote your shares on the ratification of PricewaterhouseCoopers LLP even if the broker does not receive voting instructions from you. However, your broker does not have discretionary authority to vote on the election of directors and the approval of executive compensation without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on these matters.

Voting Instructions

Stockholders of record may vote their proxies by signing, dating and returning the enclosed Proxy Card. If no instructions are indicated, the shares represented by such proxy will be voted according to the recommendations of the Board of Directors. Each proxy that is properly received by Nexstar prior to the Annual Meeting will, unless revoked, be voted in accordance with the instructions given on such proxy. Any stockholder giving a proxy prior to the Annual Meeting has the power to revoke it at any time before it is voted by a written revocation received by the Secretary of Nexstar or by executing and returning a proxy bearing a later date. Any stockholder of record attending the Annual Meeting may vote in person, whether or not a proxy has been previously given, but the mere presence of a stockholder at the Annual Meeting will not constitute revocation of a previously given proxy. In addition, stockholders whose shares of Common Stock are not registered in their own name, including shares held in a brokerage account, will need to obtain a legal proxy from the record holder of such shares to vote in person at the Annual Meeting.

Votes Necessary to Approve Proposals

On January 30, 2020, the Board of Directors of Nexstar Media Group, Inc. approved amendments to, and restated, the Company’s Amended and Restated Bylaws which became effective immediately upon approval. The principal changes to the Bylaws include the majority voting in uncontested director elections, instead of plurality voting.

In an uncontested election, each director shall be elected by a majority of the votes cast, and votes may be cast in favor of the nominee, against the nominee or withheld. A majority means that the number of shares voted in favor of a nominee’s election must exceed the number of votes cast against that nominee’s election. Withhold votes and broker non-votes will not affect the outcome of such vote, because withhold votes and broker non-votes are not treated as votes cast.

In a contested election where the number of nominees for director exceeds the number of directors requiresto be elected, each director shall be elected by a plurality of the votes cast, and votes may be cast in favor of the nomineesnominee or withheld. A plurality means that the nominee receiving the most votes for election to a director position is elected to that position. For the proposal to elect directors, abstentionsWithhold votes and broker non-votes will not affect the outcome of such vote, because abstentionswithhold votes and broker non-votes are not treated as votes cast.

The ratification of the selection of our independent registered public accounting firm requires the affirmative vote of a majority of the votes cast at the meeting. Votes may be cast for or against such ratification. Stockholders may also abstain from voting. Abstentions will count in the tabulations of votes cast on this proposal, while broker non-votes are not counted as votes cast or shares voting on this matter and will have no effect on the voting results.

This vote is advisory only and non-binding to the Board of Directors. The Board of Directors will receive the count of votes cast and expects to consider the results of the vote, along with other relevant factors, in its assessment of executive compensation. BecauseAbstentions will count in the tabulations of votes cast on this vote is advisory only, abstentions andproposal, while broker non-votes are not counted as votes cast and will have no effect on the voting for this matter.results.

PROPOSAL 1 – ELECTION OF CLASS II DIRECTORS

Our By-laws provide for a classified Board of Directors, divided into three staggered classes – I, II and III. The terms of office for each of these classes are scheduled to expire on the date of our annual stockholders’ meeting in 2019,2022, 2020 and 2018,2021, respectively. At the 20172020 Annual Meeting, all of our class II directors are up for election.

The Board of Directors has nominated Messrs. Dennis A. Miller, John R. Muse and I. Martin Pompadur as nominees for election as our class II directors. Once elected, each of our class II directors’ terms will expire on the date of our 20202023 annual stockholders’ meeting. The persons named in the enclosed proxy will vote to elect as class II directors the nominees named below, unless the proxy is marked otherwise. If a stockholder returns a proxy without contrary instructions, the persons named as proxies therein will vote to elect as Directors the nominees named below.

The Board of Directors recommends a vote FOR the selection of Messrs. Dennis A. Miller, John R. Muse and I. Martin Pompadur to the Board of Directors.

PROPOSAL 2 – RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Subject to ratification by the stockholders, the Audit Committee of the Board of Directors has selected the firm of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2017.2020. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since 1997. If the stockholders do not ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm, the selection of such independent registered public accounting firm will be reconsidered by the Audit Committee.

Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from stockholders.

The Board of Directors believes that the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 20172020 is in the best interests of the Company and its stockholders and therefore recommends that the stockholders vote FOR this proposal.

PROPOSAL 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION

TheAs required by Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board of Directors is asking stockholders to cast an advisory, non-binding vote onto approve the compensation of our Named Executive Officers, as disclosed in the Compensation Discussion and Analysis section of this Proxy Statement. While this vote is non-binding, the Board of Directors values the opinions of Nexstar’s stockholders and expects to consider the outcome of the vote, along with other relevant factors, when making future compensation decisions. Following the results of the shareholder advisory vote on the frequency of executive compensation voting at the 2017 annual meeting, the Company’s Board of Directors has approved the Company holding the stockholder advisory vote on the compensation of the Company’s Named Executive Officers annually until the next vote on the frequency of the advisory vote on executive compensation.

As described in detail in the Compensation Discussion and Analysis section, the Compensation Committee oversees the program and compensation awarded, adopting changes to the program and awarding compensation as appropriate to reflect Nexstar’s circumstances.

The Board of Directors is asking Nexstar’s stockholders to indicate their support for the compensation of its Named Executive Officers. The Board of Directors believes that the information provided in the Proxy Statement demonstrates that Nexstar’s executive compensation program was designed appropriately and is working to ensure that management’s interests are aligned with its stockholders’ interests to support long-term value creation.

You may vote for or against the following resolution, or you may abstain. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and procedures described in this Proxy Statement.

The Board of Directors believes, based on the analysis and recommendations performed by the Compensation Committee, as discussed in the Compensation Discussion and Analysis section of this Proxy Statement, that it has provided a reasonable compensation structure for the Company’s Named Executive Officers, in order to align their personal interests with that of the Company and to attract and retain their talent. The Board of Directors recommends that the stockholders vote FOR such compensation.

DIRECTORS

The current directors of the Company are:

Perry A. Sook has served as the Chairman of Nexstar’s Board of Directors, President and Chief Executive Officer and as a director since its inception in 1996. From 1991 to 1996, Mr. Sook was a principal of Superior Communications Group. Mr. Sook currently serves as Chairman of the CBS Affiliates Board and The Ohio University Foundation Board. He is also a directorBoard Member of the National Association of Broadcasters, the NBC Affiliate Association BoardBroadcasters Foundation of America and is the Chairman of the Television Bureau of Advertising, Board and serveswhere he also previously served as Chairman of the Ohio University Foundation. Previously, Mr. Sook served on the boardBoard of Penton Media.Directors.

Mr. Sook brings to Nexstar’s Board of Directors his demonstrated leadership skills and extensive operating executive experience acquired in several communication and media businesses. He is highly experienced in driving operational excellence, development of innovative technologies and attainment of financial objectives under a variety of economic and competitive conditions.

Geoff Armstrong has served as a director of Nexstar since November 2003. Mr. Armstrong is Chief Executive Officer of 310 Partners, a private investment firm. From March 1999 through September 2000, Mr. Armstrong was the Chief Financial Officer of AMFM, which was publicly traded on the New York Stock Exchange until it was purchased by Clear Channel Communications in September 2000. From June 1998 to February 1999, Mr. Armstrong was Chief Operating Officer and a director of Capstar Broadcasting Corporation, which merged with AMFM in July 1999. Mr. Armstrong was a founder of SFX Broadcasting, which went public in 1993, and subsequently served as Chief Financial Officer, Chief Operating Officer and a director until the company was sold in 1998 to AMFM. Mr. Armstrong has served as a director and the chairman of the audit committee of Urban One (formerly Radio OneOne) since June 2001 and May 2002, respectively. Mr. Armstrong has also served on the board of directors of SFXii Entertainment, Capstar Broadcasting Corporation, AMFM and SFX Broadcasting.

Mr. Armstrong brings to Nexstar’s Board of Directors his extensive experience as the Chief Executive Officer of several publicly traded companies in the broadcast and communications industry, as well as a member of the audit committee of several publicly traded companies. His service on the boards of public companies in diverse industries allows him to offer a broad perspective on corporate governance, risk management and operating issues facing corporations today.

Jay M. Grossman has served as a director of Nexstar since 1997 and was its Vice President and Assistant Secretary from 1997 until March 2002. Mr. Grossman serves as Managing Partner and Co-Chief Executive officerOfficer at ABRY Partners, LLC (“ABRY”), which he joined in 1996. Prior to joining ABRY, Mr. Grossman was an investment banker specializing in media and entertainment at Kidder Peabody and at Prudential Securities. Mr. Grossman currently serves as a director (or the equivalent) of several private companies including Hometown Cable, Grande Communications Networks and RCN Telecom Services. Previously, Mr. Grossman served on the board of directors of a wide variety of companies including Atlantic Broadband, Q9 Networks, Sidera Networks, WideOpenWest Holdings, Consolidated Theaters, Country Road Communications, Monitronics International, Caprock Communications, Cyrus One Networks, Executive Health Resources and Hosted Solutions.

Mr. Grossman brings to Nexstar’s Board of Directors his ability to provide the insight and perspectives of a former investment banker at one of the world’s largest investment banks. His prior experience with media and entertainment transactions offers a unique viewpoint as a director. He also oversaw the integration of two middle-market communications companies with differing operations and networks. His service on the boards of several private companies in diverse industries allows him to offer a broad perspective on corporate governance, compensation and operating issues facing corporations today.

Dennis A. Miller – biographical information for Mr. Miller can be found under “Proposal 1 – Election of Class II Directors.”

John R. Muse – biographical information for Mr. Muse can be found under “Proposal 1 – Election of Class II Directors.”

I. Martin Pompadur – biographical information for Mr. Pompadur can be found under “Proposal 1 – Election of Class II Directors.”

Dennis J. FitzSimons was appointed a member of the Board of Directors of Nexstar effective in January 2017. Mr. FitzSimons has served since 2004 as Chairman of the Chicago-based Robert R. McCormick Foundation, a charitable organization with extensive assets. Prior to that, Mr. FitzSimons was the Chief Executive Officer of Tribune Company from 2003 to 2007 and Chairman from 2004 to 2007, stepping down upon completing the sale of the company. In December 2008, Tribune Company filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware and emerged from the related bankruptcy proceedings in December 2012. Mr. FitzSimons began his 25-year career at Tribune in 1982, spending his first 17 years in the broadcast division in positions of increasing responsibility, including General Manager of WGN-TV, Chicago, and President/Chief Executive Officer of Tribune Broadcasting. He was appointed Executive Vice President of Tribune Company in January 2000, with responsibility for the company's broadcasting, publishing and digital groups, as well as the Chicago Cubs Major League Baseball team. He was elected to the Tribune Company board of directors in 2000 and named President and Chief Operating Officer in July 2001 before becoming CEO in January 2003 and Chairman in January 2004. He started his media career at Grey Advertising in New York.

Mr. FitzSimons is a Trustee of both Northwestern University and Chicago’s Museum of Science and Industry. From 2009 until January 2017, Mr. Fitzsimons served inon the board of directors of Media General as Chairman of Media General’s Compensation Committee and a member of the Audit Committee. He also served in the board of directors and was a member of the audit committee and the compensation committee, of Time, Inc. from 2014 until its sale to Meredith Corporation in January 2018. Mr. FitzSimons also chaired the Media Security and Reliability Council for the U.S. Federal Communications Commission from 2002 to 2004 and served as a Director of The Associated Press from 2004 to 2007.

Lisbeth McNabb has servedMr. FitzSimon’s qualifications to serve on Nexstar’s Board of Directors include his extensive experience as a director of Nexstar since May 2006 and is the chair of the audit committee. Currently Ms. McNabb is a Chief Financial Officer and Advisor for Venture and Private Equity-backed Technology Portfolio Companies. Ms. McNabb was also founder of DigiWorksCorp, a Digital and Big Data Analytics company, for Retail and B2B2C companies, where she served as President and Chief Executive Officer from November 2012 to October 2015, and Chairman and founder of w2wlink.com, a professional women’s online membership community, from March 2007 to 2012. Ms. McNabb ispublicly traded company in the former Chief Financial Officer of Match.com, a global online dating company, where she was employed from March 2005 through 2006. Prior to joining Match.com, Ms. McNabb servedbroadcast industry, as Senior Vice President of Finance and Planning for Sodexo, an on-site food service and facilities management company, from 2000 to 2005. Prior to that she held innovation, finance and strategy leadership roles with PepsiCo Frito-Lay, American Airlines, AT&T and JP Morgan Chase. Ms. McNabb currently serveswell as a director of non-profit 4Word and is on the advisory boards of technology companies, Southern Methodist University and the University of Nebraska. Previously Ms. McNabb served as a director and chairmember of the audit committee and compensation committee of Tandy Brands and servedseveral publicly traded companies. His service on the advisory boardboards of American Airlines, the Dallas Chapter of Financial Executives International, the Sammons Art Centerpublic companies allows him to offer a broad perspective on corporate governance, risk management and The Family Place. After Ms. McNabb’s tenure as a director of Tandy Brands in March 2014, Tandy Brands filed for bankruptcy protection in United States Bankruptcy Court for the Northern District of Texas.operating issues facing corporations today.

Ms. McNabb brings to Nexstar’s Board of Directors her leadership skills in entrepreneurial and executive roles in media, digital and technology companies and extensive strategy, operations, finance and marketing experience in a wide range of industries and in marketing to women. In addition to her leadership experience in digital companies, Ms. McNabb also has had financial leadership roles.

C. Thomas McMillen has served as a director of Nexstar since July 2014 and is currently a member of the Board’s Nominating and Corporate Governance Committee. Mr. McMillen currently serves as Chief Executive Officer and President of the LEAD1 Association (formerly the DIA Athletic Directors Association) since September 2015. He has also served on the board of RCS Capital Corporation from May 2013 to May 2016. In January 2016, RCS Capital Corporation filed for Chapter 11 bankruptcy protection in United States Bankruptcy Court for the District of Delaware under a prearranged plan with the consent of the majority of its creditors. Mr. McMillen served as Timios National Corporation’s (formerly Homeland Security Capital Corporation) Chief Executive Officer and Chairman of the Board from August 2005 and served as its President from July 2011 to February 2014. From May 2011 to July 2013, Mr. McMillen served as Chairman of the National Foundation on Fitness, Sports and Nutrition, a Congressionally authorized foundation where he currently serves as Treasurer. From 2010 to 2012, Mr. McMillen was the sole member and manager of NVT License Holdings, LLC (commonly known as New Vision Television), a Delaware limited liability company, which was the indirect parent and controlling entity of several other limited liability companies which held the Federal Communications Commission licenses for eight full power and two low power television stations in eight different television markets. From April 2007 until June 2015, he served on the Board of Regents of the University of Maryland System. From December 2004 until January 2007, Mr. McMillen served as the Chairman of Fortress America Acquisition Corporation (now Fortress International Group, Inc., FIGI.PK), and from January 2007 until August 2009, he served as Vice Chairman and director. From October 2007 until October 2009, Mr. McMillen served as Chairman and Co-Chief Executive Officer of Secure America Acquisition Corporation (now Ultimate Escapes, Inc. OTCBB: ULEIQ.PK), and from October 2009 to December 2010 as a director and from November 2009 to December 2010 as Vice Chairman. Ultimate Escapes, Inc. filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the District of Delaware in September 2010. From 1987 through 1993, Mr. McMillen served three consecutive terms in the U.S. House of Representatives representing the 4th Congressional District of Maryland. Mr. McMillen received a Bachelor of Science in Chemistry from the University of Maryland and a Bachelor and Master of Arts from Oxford University as a Rhodes Scholar.

Mr. McMillen’s qualifications to serve as a director of Nexstar include his over 2728 years of political, business and sports experience and leadership. During his career, he has been an active investor, principal and board member in companies in the cellular, paging, healthcare, motorcycle, environmental technology, broadcasting, real estate and insurance industries.

Lisbeth McNabb has served as a director of Nexstar since May 2006 and is the chair of the audit committee. Ms. McNabb is the Chief Financial Officer and Chief Operating Officer of Linux Foundation since 2018, the organization of choice for the world's top developers and companies to build and advance open source technology. Ms. McNabb was interim Chief Financial Officer for Illuminate Education in 2017 and founder of DigiWorksCorp, a Digital and Data Analytics SaaS company, for Retail and Enterprise companies, where she served as President from 2012 to 2015. Chairman and founder of w2wlink, a professional women’s online membership community, from March 2007 to 2015. Ms. McNabb is the former Chief Financial Officer of Match, a global online dating company, where she was employed from 2005 through 2006. Prior to joining Match, Ms. McNabb served as Senior Vice President of Finance and Planning for Sodexo, a food service and facilities management company, from 2000 to 2005. Prior to that she held innovation, finance and strategy leadership roles with PepsiCo Frito-Lay, American Airlines, AT&T and JP Morgan Chase. Ms. McNabb currently serves on advisory boards of technology companies, and the University of Nebraska Business School. Previously Ms. McNabb served as a director and chair of the audit committee and compensation committee of Tandy Brands and served on the advisory board of American Airlines, Southern Methodist Cox School of Business, Dallas Chapter of Financial Executives International, Sammons Art Center, 4Word and The Family Place.

Ms. McNabb’s brings to Nexstar’s Board of Directors her leadership skills in entrepreneurial and executive roles in media, digital and technology companies and extensive strategy, analytics, operations, finance and marketing experience in a wide range of industries and in marketing to women and diversity. In addition to her leadership experience in digital and technology companies, Ms. McNabb also has had financial leadership roles.

CORPORATE GOVERNANCE

Committees of the Board of Directors

The Board of Directors currently has three standing committees with the following members:

Compensation Committee

The purpose of the Compensation Committee is to establish compensation policies for Directors and executive officers of Nexstar, approve employment agreements with executive officers of Nexstar, administer Nexstar’s stock option plans and approve grants under the plans and make recommendations regarding any other incentive compensation or equity-based plans. The Compensation Committee makes all decisions about the compensation of the Chief Executive Officer and also has the authority to review and approve the compensation for the Company’s other executive officers. The primary objectives of the Compensation Committee in determining total compensation (both salary and incentives) of the Company’s executive officers, including the Chief Executive Officer, are (i) to enable the Company to attract and retain highly qualified executives by providing total compensation opportunities with a combination of elements which are at or above competitive opportunities, (ii) to tie executive compensation to the Company’s general performance and specific attainment of long-term strategic goals, and (iii) to provide a long-term incentiveincentives for future performance that aligns stockholder interests and executive rewards.

The purpose of the Compensation Committee is to establish compensation policies for Directors and executive officers of Nexstar, approve employment agreements with executive officers of Nexstar, administer Nexstar’s stock option plans and approve grants under the plans and make recommendations regarding any other incentive compensation or equity-based plans.telephonically met twice during 2019. The Compensation Committee met three timesalso passed a number of resolutions in lieu of holding meetings with the Committee during 2016.2019. In addition, succession planning, the negative say on pay vote, and other committee items were discussed as part of full board executive sessions. The Compensation Committee operates under an amended written charter adopted by the Board of Directors in April 2017. A copy of such charter is available through our web site at www.nexstar.tv. The information contained on or accessible through our web site does not constitute a part of this Proxy Statement. All three members of the Compensation Committee are “independent” as that term is defined in the NASDAQ Stock Market Marketplace rules. For more information regarding the Compensation Committee, please refer to the “Compensation Committee Report” in this Proxy Statement.

Audit Committee

The purpose of the Audit Committee is to oversee the quality and integrity of Nexstar’s accounting, internal auditing and financial reporting practices, to perform such other duties as may be required by the Board of Directors, and to oversee Nexstar’s relationship with its independent registered public accounting firm. The Audit Committee met four times during 2016.2019. The members of the Audit Committee are “independent” as that term is defined in the NASDAQ Stock Market Marketplace rules. The Board of Directors has determined that Ms. McNabb, who served as Chair of the Audit Committee in 2016,2019, is an “audit committee financial expert” in accordance with the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”). The Audit Committee operates under an amended written charter adopted by the Board of Directors in April 2017. A copy of such charter is available through our web site at www.nexstar.tv. For more information regarding the Audit Committee, please refer to the “Audit Committee Report” in this Proxy Statement.

Nominating and Corporate Governance Committee

The purpose of the Nominating and Corporate Governance Committee is to identify individuals qualified to serve on Nexstar’s Board of Directors, recommend persons to be nominated by the Board of Directors for election as directors at the annual meeting of stockholders, recommend nominees for any committee of the Board of Directors, develop and recommend to the Board of Directors a set of corporate governance principles applicable to Nexstar and to oversee the evaluation of the Board of Directors and its committees. The Nominating and Corporate Governance Committee operates under an amended written charter adopted by the Board of Directors in April 2017. A copy of such charter is available through our web site at www.nexstar.tv. All three members of the Nominating and Corporate Governance Committee are “independent” as that term is defined in the NASDAQ Stock Market Marketplace rules. A copy of such charter is available through our web site at www.nexstar.tv. The Nominating and Corporate Governance Committee met once during 2016, and its functionsdid not meet as a committee in 2019 because all material committee issues were performed through consents ordiscussed by the full Board of Directors.Directors during executive sessions. Our Nominating and Corporate Governance Committee will consider stockholder nominees for the Board of Directors (see “Stockholder Proposals for the 20162021 Annual Meeting” under “Other Information” in this Proxy Statement).

Additional Information Concerning the Board of Directors

During 2016,2019, the full Board of Directors met sixfive times. EachAs summarized in the table below, each incumbent director attended allmore than 75% of the total number of meetings of the Company’s Board of Directors and 85% of the incumbent directors attended all of the meetings of the committees of the Board of Directors on which they serve.

Because fewer than ten non-management stockholders attended our 2016 Annual Meeting of Stockholders in person,

The Board of Directors has not adopted a formal policy with regard to director attendance at the annual meeting of stockholders.stockholders because fewer than ten non-management stockholders attended our 2019 Annual Meeting of Stockholders in person. Mr. Sook attended and presided over the 20162019 Annual Meeting of Stockholders.

The Board of Directors has not adopted a nominating policy to be used for identifyingNominating and evaluating nominees for Director, including Director candidates recommended by stockholders, and has not established any specificCorporate Governance Committee determines the minimum qualifications that Director nominees must possess. Instead,possess based on the composition, size and needs of the Board of Directors. The Nominating and Corporate Governance Committee also determines the qualifications and skills required to fill a vacancy or a newly created directorship to complement the existing qualifications and skills, as a vacancy arises inor need for a new directorship arises. The nomination procedures include the review of stockholder nominations for candidacy to the Board of Directors. However, ifDirectors, review of succession planning with the Compensation Committee, review of the desirability of term limits of the Board of Directors and establishment of guidelines for removal of directors. If it is determined that aan additional nominating policy would be beneficial to Nexstar, the Board of Directors may in the future adopt aan additional nominating policy.

There is no formal policy governing how diversity is considered in the makeup of the Board and the selection of its members. The Nominating and Corporate Governance Committee defines Board diversity broadly to mean that the Board is comprised of individuals with a variety of perspectives, industry experience, personal and professional backgrounds, skills and qualifications. When nominating a Board member, the Nominating and Corporate Governance Committee examines the diversity of the overall board and strives to maintain an appropriate level of diversity (as set forth above) with the addition of each new nominee.

Nexstar is not a “controlled company” in accordance withUnder the rules and regulations of the NASDAQ Stock Market. Thus,Market, we are required to maintain a majority of independent Directors on the Board of Directors and to have the compensation of our executive officers and the nomination of Directors be determined by independent Directors. Our Board of Directors meets these standards.

BoardBoard of Directors Leadership Structure

The Board of Directors has the responsibility for selecting the appropriate leadership structure for the Company. In making leadership structure determinations, the Board of Directors considers many factors, including the specific needs of the business and the best interests of the Company’s stockholders. Our current leadership structure is comprised of a combined Chairman of the Board and Chief Executive Officer and Board committees comprised of independent Directors. Although the Board of Directors does not currently have a formal policy, theThe Board of Directors believes that Mr. Sook’s service in this combined role is in the best interest of both the Company and its stockholders. Mr. Sook has a vast knowledge of television broadcasting and is seen as a leader in this industry. He understands the issues facing the Company and serving in this dual role he is able to effectively focus the Board of Director’s attention on these matters. In his combined capacity, he can speak clearly with one voice in addressing the Company’s various stakeholders such as customers, suppliers, employees and the investing public.

The Board of Directors has so far,voted not found a need to designate one of the independent Directors as a “lead independent director” because each independent Director is fully and effectively involved in the activities and issues relevant to the Board of Directors and its committees. The independent directors do not wish to place one individual between themselves and the Chairman/CEO and other management as they believe this will diminish their active engagement. The independent Directors have time and againrepeatedly demonstrated the ability to exercise their fiduciary responsibilities in deliberating issues before the Board of Directors and making independent decisions. Under NASDAQ independence rules,Listing Standards, our independent Directors are Messrs. Armstrong, Grossman, Pompadur, Miller, Muse, FitzSimons and McMillen and Ms. McNabb.

Risk Oversight

The Board of Directors plays a vital role in managing the risks facing our Company. Through the Audit Committee, the Board of Directors manages potential accounting risk through oversight of disclosure controls and controls surrounding financial reporting. Senior financial executives report to the Audit Committee at each committee meeting on significant financial and accounting matters. In addition, the Audit Committee, in conjunction with senior management, manage the Company’s cyber-security, data risks (including privacy and storage risks). Through the Compensation Committee, the Board of Directors helps managemanages potential risks associated with our compensation programs by ensuring that they are not structured in a way that encourages executives to take unacceptable risks. The Board of Directors is involved in managing operational risk through Enterprise Risk Management via quarterly reporting from various departments and disciplines within Company management, the evaluation of potential station or other business acquisitions and significant agreements at Board of Directors meetings and in between meetings, as needed. The Board of Directors confers with our general counsel and outside legal counsel, when necessary, in overseeing legal and regulatory risks.

The Company uses computers in substantially all aspects of its business operations. Its revenues are increasingly dependent on digital products. Such use exposes the Company to potential cyber incidents resulting from deliberate attacks or unintentional events. It is not uncommon for a company such as ours to be subjected to continuous attempted cyber-attacks or other malicious efforts to cause a cyber incident. These incidents can include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption. The results of these incidents could include, but are not limited to, business interruption, disclosure of nonpublic information, decreased advertising revenues, misstated financial data, liability for stolen assets or information, increased cybersecurity protection costs, litigation and reputational damage adversely affecting customer or investor confidence. The Company’s Cybersecurity Committee helps mitigate cybersecurity risks. The role of the committee is to oversee cyber risk assessments, monitor applicable key risk indicators, review cybersecurity training procedures, establish cybersecurity policies and procedures, and to invest in and implement enhancements to the Company’s cybersecurity infrastructure. Investments over the past year included enhancements to monitoring systems, firewalls, intrusion detection systems, and employee training.

Corporate Social Responsibility

Nexstar strives to make a positive impact on our stakeholders, the environment, and our communities. We recognize that behaving ethically and responsibly as a company, an employer, and a business partner is fundamental to our long-term success. Since 1958, the Nexstar Media Charitable Foundation and its predecessors have contributed to and worked with public charities and non-profit organizations to improve the local communities in which we operate.  For example, recently the Foundation donated $10,000 to the Kansas City Regional COVID-19 Response and Recovery Fund and $25,000 to food banks in Illinois.  We seek to further enhance the Company’s efforts on environmental, social and governance issues in a manner that is consistent with our commitment to ensuring long-term sustainable shareholder value and delivering exceptional service to our communities. In addition to maintaining best practices for corporate governance, as discussed elsewhere in this Proxy Statement, we have begun gathering input from stakeholders to develop a Corporate Social Responsibility (CSR) Statement, which will be published once finalized and adopted by the Board of Directors. 

Code of Ethics and Anti-Corruption Policy

The Board of Directors adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer, the other executive officers and Directors, and persons performing similar functions. The purpose of the Code of Ethics is to promotepromotes honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, to promotepromotes full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by Nexstar, and to promotepromotes compliance with all applicable rules and regulations that apply to Nexstar and its officers and directors. The Code of Ethics was filed as an exhibit to Nexstar’s Annual Report for the year ended December 31, 2003 on Form 10-K filed with the SEC on March 31, 2004. The Board of Directors periodically reviews2004, which is incorporated by reference into Nexstar’s Annual Report for the year ended December 31, 2019 on Form 10-K filed with the SEC on March 2, 2020. In October 2017, we adopted an Anti-Corruption Policy, which supplements our Code of Ethics for any necessary changes. The Board of Directors performed such a review in 2012 and made no changesprovides detailed guidance to the Code of Ethics.our employees on prohibited actions under anti-bribery and anti-corruption laws.

Compensation Committee Interlocks and Insider Participation

Each of Geoff Armstrong, Jay M. Grossman and Dennis A. Miller served on the Compensation Committee during the fiscal year 2019. None of our Directors or executive officers served,serves, and we anticipate that no member of the Board of Directors or executive officers will serve, as a member of the board of directors or compensation committee of any other company that has one or more executive officers serving as a member of the Board of Directors. Jay M. Grossman, who served as a member of our compensation committee in 2019, was formerly our Vice President and Assistance Secretary from 1997 until March 2002.

Policy on Insider Trading

In October 2017, our Board of Directors adopted an updated insider trading policy. Our insider trading policy, among other things, prohibits directors, officers and employees from trading or causing trading in the Company’s securities while in possession of material non-public information, subject to certain exceptions.

The insider trading policy prohibits directors, executive officers, employees in the accounting/finance department with a title of at least vice president, employees in the investor relations department that assist with the preparation of earnings releases, and members of the Disclosure Committee (collectively, “Covered Persons”) and their spouse and minor children, other persons living in their household and entities over which they exercises control from engaging in the following transactions: (i) the sale of any Company securities of the same class for at least six months after the purchase of such securities, (ii) short selling the Company’s securities, (iii) buying or selling puts or calls or other derivative securities on the Company’s securities, (iv) holding Company securities in margin accounts or pledging Company securities as collateral for a loan and (v) hedging or monetization transactions or similar arrangements with respect to Company securities, in each case, without prior consent of the Company’s General Counsel or Chief Financial Officer. There are no hedging transactions that are specifically permitted.

Stock Ownership Guidelines

Effective January 1, 2018, our Board of Directors adopted stock ownership guidelines for non-employee directors, Named Executive Officers and all other senior executives. Under this policy, (i) our Chief Executive Officer is required to own a sufficient amount of the Company’s common stock such that its value is 10 times his annual base salary, (ii) each of our other Named Executive Officers and other senior executives is required to own a sufficient amount of the Company’s common stock such that its value is two times of each of their annual base salary, and (iii) each of our non-employee directors is required to own a sufficient amount of the Company’s common stock such that its value is two times of each of their annual base retainer. Because share prices fluctuate over time, the covered person’s salary or retainer will be divided by the highest share price over the prior 24-month period. Performance-based and time-based restricted stock units (whether vested or unvested) are counted for purposes of meeting the ownership guidelines. Stock options (whether vested or not) are not counted in the ownership calculation. The initial evaluation of compliance will be on the later of (i) January 15, 2023 for shares owned as of December 31, 2022 or (ii) the first January after such officer has been an officer for five (5) years. Thereafter, the compliance will be evaluated once per year for shares owned as of December 31 of the preceding year. The stock ownership guidelines were established to promote a long-term perspective in managing the Company, and to help align the interests of our shareholders, executives and directors.

COMPENSATION OF DIRECTORS

Overview of Compensation and Procedures

Nexstar employees do not receive additional compensation for their services as Directors. Accordingly, Mr. Sook serves on the Board of Directors without additional compensation. In 2016,2019, each non-employee director received compensation of $60,000$80,000 for their services as a director. The Audit Committee Chairman, the Compensation Committee Chairman and the Nominating and Corporate Governance Committee ChairmanEach non-employee director also received additional annual compensation of $15,000, $10,000 and $7,500, respectively. Each non-employee director also received $1,500$10,000 for each in-person meeting of the Board of Directors or committee thereof of which they are a member and $750 for each telephonic meeting that they attended. We reimburse our directors for business related travel expenses.

In November 2016, the Compensation Committee adopted the following board of director compensation plan, to be effectiveservice in calendar year 2017:

Each non-employee director will be paid an annual retainer of $80,000 per year.  Each non-employee director serving on the Audit, Compensation and Nominating and Corporate Governance Committee, will receive $15,000, $10,000 and $10,000 respectively per year for such services; and in addition to the foregoing fees, therespectively. The chairs of each of Audit, Compensation and Nominating and Corporate Governance Committee will receive anChairman received additional compensation of $12,500, $10,000 and $7,500, respectively for service as chair of the applicable Committee.  Directors willrespectively. Non-employee directors no longer receive additional payments for their attendance at Board or Committee meetings. However, the Company willwe continue to reimburse our directors for business related travel expenses.

20162019 DIRECTOR COMPENSATION TABLE

The following table sets forth information concerning compensation to each of our Directors (excluding the Chief Executive Officer disclosed in the Summary Compensation Table) during the year ended December 31, 2016:2019:

The aggregate option awards outstanding and unvested stock awards for each director as of December 31, 2019 were as follows (in shares):

StockThe above stock options vest over a range of four to five yearsare fully vested and expire ten years from the date of grant. Stock awards, in the form of restricted stock units, vest over a range of two to four years.

EXECUTIVE OFFICERS

The current executive officers of the Company are:

Perry A. Sook – biographical information for Mr. Sook can be found under “Directors.”

Thomas E. Carter has served as Nexstar’s Chief Financial Officer since August 2009. Prior to joining Nexstar, Mr. Carter was Managing Director, Media Telecom Corporate Investment Banking at Banc of America Securities, which he joined in 1985. In this position, he acted as the senior banker responsible for delivering bank products and services including M&A, private and public equity, high-yield debt, fixed income derivatives, syndicated financial products and treasury management for selected clients across the broadcasting, cable, publishing and media industries, including Nexstar. Mr. Carter began his banking career in 1980, serving for five years in various roles in Corporate and International Banking at a predecessor to JPMorgan Chase.

Timothy C. Busch was appointed as President of Nexstar Broadcasting, Inc. in January 2017. Prior to that, Mr. Busch served as ourNexstar’s Executive Vice President and Co-Chief Operating Officer from May 2008 to January 2017, served as Senior Vice President and Regional Manager from October 2002 to May 2008 and served as our Vice President and General Manager at WROC (CBS) in Rochester, New York from 2000 to October 2002. Prior to joining Nexstar, Mr. Busch served as General Sales Manager and held various other sales management positions at Gannett-owned WGRZ (NBC) in Buffalo, New York from 1993 to 2000. Prior to that, Mr. Busch held various sales and management positions at WGR-AM and FM radio stations in Buffalo.with Taft Broadcasting. Mr. Busch has served on various organizational boards in the Rochester and Buffalo areas as well as theupstate New York State Broadcasting Association and as the former Chairman ofarea. He served for 8 years on the CBS Affiliate Board.Affiliation Association Board with his last role as Chairman.  Mr. Busch currently serves on the New York State Broadcasting AssociationNBC Affiliates Board, of Directors and the Upstate New York Advisory Board for the Federal Reserve Bank of New York.York, the Television Bureau Board, and the Media Ratings Council Board. Mr. Busch is a native of Ohio and a graduate of Ohio University.

Gregory R. Raifman joined Nexstar as President of Nexstar Digital LLC in April 2017. Mr. Raifman is responsible for managing the day to day operations of Nexstar Digital LLC., including the development and implementation of the Company’s digital business strategy, leading the integration of existing and recently acquired digital products under the Nexstar Digital brand, and alignment of complementary technologies and capabilities to maximize performance and accelerate revenue and earnings growth. Prior to assuming his role at Nexstar, Mr. Raifman served as President for The Rubicon Project, Inc. (NYSE: RUBI) from January 2013 until March 2017. Mr. Raifman also served as a director of The Rubicon Project from April 2013 until May 2017. Since November 2003, Mr. Raifman has served as the managing member of Momentum Sports Group, LLC, which owns and operates the UnitedHealthcare Pro Cycling Team. From February 2010 to October 2010, Mr. Raifman served as the Executive Chairman of LiveRail, Inc., a video ad exchange and real time bidding company. Mr. Raifman co-founded Mediaplex, Inc., a marketing technology solution company, in 1998, and from 1998 to 2001 Mr. Raifman served as the Chairman, Chief Executive Officer and President of Mediaplex, Inc. Mr. Raifman began his career as an attorney, specializing in M&A and corporate financings.

Brian Jones was appointed as Executive Vice President and Chief Operating Officer of Nexstar Broadcasting, Inc. in January 2017. Prior to that, Mr. Jones served as our Executive Vice President and Co-Chief Operating Officer from May 2008 to January 2017 and as Senior Vice President and Regional Manager from May 2003 to May 2008. Prior to joining Nexstar, Mr. Jones served as Vice President and General Manager at KTVT (CBS) and KTXA (IND) in Dallas/Fort Worth, Texas from 1995 to 2003. Prior to that, Mr. Jones served in various management, sales and news positions at KTVT, MMT Sales, Inc., KXAS (NBC) in Dallas/Ft. Worth, KLBK (CBS) in Lubbock, Texas and KXAN (NBC) in Austin, Texas. Mr. Jones has served as the Chairman of the FOX Affiliates Board of Governors, Chairman of the Board of the Texas Association of Broadcasters, on the Small Market Advisory Committee of the National Association of Broadcasters and on the Southern Methodist University Journalism Advisory Committee.

Thomas O’Brien serves as our Executive Vice President, Business Development and Chief Revenue Officer. Mr. O’Brien joined Nexstar in November 2013 as Executive Vice President, Digital Media and Chief Revenue Officer. As the Company’s Chief Revenue Officer, he works closely with Nexstar’s digital and broadcast leadership teams throughout the country to drive holistic revenue growth across the entire Company. Prior to joining Nexstar, Mr. O’Brien served as President and Managing Partner of Prescient Strategy Group, from 2012 to 2013. Prior to that, Mr. O’Brien served as Executive Vice President & Chief Revenue Officer for CNBC, from 2010 to 2012. From 1997 to 2010, Mr. O’Brien served as President and General Manager in the NBC Television Stations Division, serving the New York, Dallas/Ft. Worth and Connecticut markets. Prior to NBC, Mr. O’Brien served in sales management roles at Viacom Broadcasting.

Gregory R. Raifman joined Nexstar as President of Nexstar Digital LLC in April 2017. In his new role, Mr. Raifman will be responsible for managing the day to day operations of Nexstar Digital LLC., including the development and implementation of the Company’s digital business strategy, leading the integration of existing and recently acquired digital products under the Nexstar Digital brand, and alignment of complementary technologies and capabilities to maximize performance and accelerate revenue and earnings growth. Prior to assuming his new role at Nexstar, Mr. Raifman served as President for The Rubicon Project, Inc. (NYSE: RUBI) from January 28, 2013 until March 3, 2017. Mr. Raifman also served as a director of The Rubicon Project from April 2013 until May 19, 2017. Since November 2003, Mr. Raifman has served as the managing member of Momentum Sports Group, LLC, which owns and operates the UnitedHealthcare Pro Cycling Team. From February 2010 to October 2010, Mr. Raifman served as the Executive Chairman of LiveRail, Inc., a video ad exchange and real time bidding company. Mr. Raifman co-founded Mediaplex, Inc., a marketing technology solution company, in 1998, and from 1998 to 2001 Mr. Raifman served as the Chairman, Chief Executive Officer and President of Mediaplex, Inc. Mr. Raifman began his career as an attorney, specializing in M&A and corporate financings. Mr. Raifman brings to the board many years of experience in our industry, as well as significant experience as a public company officer and director.

Elizabeth Ryder was appointed as our Executive Vice President and General Counsel in January 2017. Prior to that, Ms. Ryder served as Nexstar’s Senior Vice President and General Counsel from November 2013 to January 2017 and served as Secretary since January 2013 and Vice President and General Counsel from May 2009 to November 2013. Prior to joining Nexstar, Ms. Ryder served as Vice President – Legal Affairs at First Broadcasting Operating, Inc. Prior to that, Ms. Ryder served as Counsel at the law firm of Drinker Biddle & Reath LLP in Washington, D.C.

Doug Davis Brett Jenkinsjoined Nexstar in January 2017 was appointed as Seniorour Executive Vice President and Regional Manager of Nexstar Broadcasting, Inc. He has oversight of station operationsChief Technology Officer in Virginia, North Carolina, West Virginia, Ohio, Massachusetts, Connecticut and Rhode Island.February 2018. Prior to joining Nexstar, Mr. Davisthat, he served as President and General Manager of WAVY/WVBT, the NBC/FOX duopoly in Norfolk, Virginia from 2005-2016. He served as Station Manager of WVBT from 2000-2005 following his role as Local Sales Manager of WAVY from 1995-2000. A graduate of Duke University, Mr. Davis began his career at National Video Center in New York from 1984-1989 before holding Account Executive positions with Cox Cable and WVEC in Norfolk from 1989-1995. He is a Past President of The Virginia Association of Broadcasters and former board member of the FOX Affiliate Board of Governors. He is a long-serving member of the Development Advisory Board of Children’s Hospital of the King’s Daughters and remains active in many community organizations throughout southeastern Virginia.

Brett Jenkins joined Nexstar in January 2017 asour Senior Vice President and Chief Technology Officer.Officer from January 2017 to January 2018. From December 2014 to January 2017, Mr. Jenkins served as Vice President and Chief Technology Officer at Media General, overseeing the company’s IT and engineering functions for both broadcast and digital businesses. Prior to Media General, he was Vice President Chief Technology Officer of LIN Media from 2011 to 2014. He also held technology positions at ION Media Networks and executive positions for Thales Broadcast & Multimedia and Thomson.

Sean ComptonDiane Kniowski joined was appointed as Executive Vice President of WGN America, WGN Radio and Director of Content Acquisition at Nexstar in January 2017September 2019. Prior to that, Mr. Compton was President of Strategic Programming and Acquisitions for Tribune Media Company from 2008 to 2019 where he oversaw programming for 42 Tribune television stations and nationally distributed digital network Antenna TV. He also spent 18 years in radio as SeniorVP of programming for Clear Channel Radio & Premiere Radio Networks before joining Tribune.  

Dana Zimmer was appointed as Executive Vice President, Chief Distribution and Regional Manager ofStrategy Officer at Nexstar Broadcasting, Inc. Ms. Kniowski has oversight of station operations in Iowa, Illinois, Michigan, Montana, North Dakota, South Dakota and Wisconsin.September 2019. Prior to her appointment,joining Nexstar, Ms. Zimmer was President of Distribution and Marketing for Tribune Media Company from 2013 to 2019 where she served asa similar role of overseeing revenue for the multiplatform broadcast and cable powerhouse consisting of 42 broadcast stations and WGN America. She was a former Executive Vice President of TV Networks Distribution for NBCUniversal from 2011 to 2013. Ms. Zimmer also served as Executive Vice President, Affiliate Sales and General ManagerMarketing for Comcast Networks from 2005 through January 2011. Prior to joining Comcast, Ms. Zimmer played an integral role on the launch teams that spearheaded successful distribution efforts of WOOD TV, WOTVYES Network and WXSP in Grand Rapids, Michigan since 1999. In addition to that role, she acted as aSportsNet New York – the very first team-owned Regional Manager with Media General overseeing stations in MichiganSports Networks lead by the Yankees and Indiana. Ms. Kniowski has workedMets, respectively, in the capacities of Media Buyer, Media Planner, National Sales Manager and General Sales Manager. Her career highlights include putting a cable-based Sports Channel onbiggest sports market in the air in West Michigan, bringing free Detroit sports to the western side of the state.nation. Finally, Ms. Kniowski currently serves on the ABC Board of Directors and serves as the ABC Board liaison for the ABC Marketing Association. She is the past chair of the Michigan Association of Broadcasters and has served on the Michigan Association of Broadcasters Foundation Board, American Women in Radio and Television, Grand Rapids Economic Club, Grand Rapids Area Chamber of Commerce and Children’s Miracle Network Board at Helen Davos Children’s Hospital.

Julie Pruett has served as Nexstar’s Senior Vice President and Regional Manager since September 2013.  Ms. Pruett has oversight over station operations in Colorado, Kansas, New Mexico and Texas. From 1997 through August 2013, Ms. Pruett served as Vice President/General Manager of Nexstar’s KFDX station and Mission’s KJTL and KJBO stations serving the Wichita Falls, Texas and Lawton, Oklahoma, market. From 1989 to 1997, Ms. Pruett served in sales and various management positions at KFDX. Ms. PruettZimmer also worked in the agency side of the business, developingaffiliate sales for Fox Cable Networks and implementing marketing plans for multiple clients. Altogether, Ms. PruettDiscovery Communications.

Gary Weitman has 24more than 20 years of experience in the television industry.

Blake Russell has servedfield of strategic communication and public relations. He joined as Nexstar’sExecutive Vice President and Chief Communication Officer at Nexstar in September 2019. Prior to this, Mr. Weitman was a Senior Vice President, Station OperationsPresident/Corporate Relations in Tribune Media Company from 2008 to 2019 and Content Development since Novemberwas vice president/corporate communications from 2000 to 2008. Prior to that,his work with Tribune, Mr. Weitman was Executive Director/Corporate Communications at Allied Riser Communications Corp. From 1997 through 1999, he served as senior vice president/media relations at Hill and Knowlton, Inc., in Chicago. Mr. Weitman also spent 15 years in broadcast journalism, holding positions of increasing responsibility at the CBS- and FOX-owned television stations in Chicago, IL from 1982 to 1997. He left journalism in 1997, following three years as Managing Editor at WBBM-TV, where he was responsible for the TV station’s editorial coverage and all of its news broadcasts.

William Sally was appointed as Executive Vice President, Marketing and Operations since October 2007. BeforeSales in September 2019. Prior to that, Mr. Russell served as Vice President and General Manager at KNWA (NBC) and KFTA (FOX) stations in Ft. Smith/Fayetteville, Arkansas from January 2004 to September 2007 and as Nexstar’s Director of Marketing/Operations at KTAL (NBC) station in Shreveport, Louisiana from 2000 to December 2003.

William Sally hashe served as Nexstar’s Senior Vice President and Regional Manager since September 2013. Mr. Sally oversees station operationsthe expansion of Nexstar Broadcasting Inc.’s sales and marketing initiatives on a regional and national basis across 197 owned or serviced television stations in Florida, Alabama, South Carolina, Mississippi and Georgia. His responsibilities include generating revenue strategies across Nexstar’s multimedia platforms, while evaluating and improving operating efficiencies.115 markets. Prior to joining Nexstar, Mr. Sally was Vice President and General Manager for Newport Television in Albany at WXXA from May 2008 to December 2012. He held the same position for Smith Broadcasting in Burlington, Vermont, at WFFF from August 1998 to April 2004 and at WFFF and WVNY from April 2004 to April 2008. Mr. Sally also held various management level positions in sales including while in California at KEYT in Santa Barbara from January 1995 to August 1998. He began his television career in 1978 in Utica where he later became Sports Director/Anchor at WKTV.

Theresa UnderwoodBlake Russell haswas appointed as our Executive Vice President, Station Operations and Content Development in February 2018. Prior to that, he served as Nexstar’s Senior Vice President, Station Operations and Regional Manager since April 2015. Ms. Underwood oversees station operations in Maryland, Pennsylvania, New YorkContent Development from November 2008 to January 2018 and Vermont. Since 2000, Ms. Underwood has served as Nexstar’s Vice President Marketing and Operations from October 2007 to October 2008. Before that, Mr. Russell served as Vice President and General Manager of Nexstar-owned WSYR-TV (ABC)at KNWA (NBC) and LocalSYR.com serving the Syracuse, NY market. She spent 22 years at WSYR-TV where she held various management level positions. Ms. Underwood first joined Nexstar as VP / General Manager of WSYR-TVKFTA (FOX) stations in December 2012 when Nexstar acquired various assets of Newport Television.

Mike Vaughn was appointed to Senior Vice President and Regional Manager of Nexstar Broadcasting, Inc. in January of 2017. Mr. Vaughn oversees station operations in Arkansas, Louisiana, Missouri and Tennessee. Prior to his appointment, he served as Vice President and General Manager of Nexstar’s local television operation KARK and associated digital operations in Little Rock,Ft. Smith/Fayetteville, Arkansas from 2011January 2004 to 2016. Mr. Vaughn was also responsible for managingSeptember 2007 and as Nexstar’s relationship with Mission Broadcasting’s KLRT and KASN under a joint operating agreement. Prior to that, he was Vice President and General Manager of KNWA and KFTA and associated digital operations serving Fayetteville and Fort Smith, Arkansas from 2008-2011. From 2005-2008 Mike served as Director of Sales overseeing both sales departmentsMarketing/Operations at KTAL (NBC) station in Fayetteville and Little Rock, Arkansas. Mike started his career with Nexstar in sales and various management positions at Nexstar’s facilities in Springfield, Missouri.Shreveport, Louisiana from 2000 to 2003.

BENEFICIAL OWNERSHIP OF NEXSTAR COMMON STOCK

The following table sets forth certain information regarding the beneficial ownership of Nexstar’s Common Stock as of April 10, 2017March 31, 2020 by (i) those persons known to Nexstar to be the beneficial owners of more than five percent of the outstanding shares of Common Stock of Nexstar, (ii) each Director of Nexstar, (iii) our Named Executive Officers listed in the Summary Compensation Table and (iv) all Directors and executive officers of Nexstar as a group. Under such rules, beneficial ownership includes any shares as to which the entity or individual has sole or shared voting power or investment power and also any shares that the entity or individual had the right to acquire as of June 9, 2017May 30, 2020 (60 days after April 10, 2017)March 31, 2020) through the exercise of any stock option or other right. This information has been furnished by the persons named in the table below or in filings made with the SEC. Where the number of shares set forth below includes shares beneficially owned by spouses and minor children, the named persons disclaim any beneficial interest in the shares so included. As of April 10, 2017,March 31, 2020, there were no shares issued and outstanding of Nexstar’s Class B Common Stock, Class C Common Stock or Preferred Stock. Unless otherwise indicated, a person’s address is c/o Nexstar Media Group, Inc., 545 E. John Carpenter Freeway, Suite 700, Irving, Texas 75062.

BENEFICIAL OWNERSHIP TABLE

DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEREPORTS

Section 16(a) of the Securities Exchange Act of 1934 as amended, requires our Directors, executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of such equity securities of Nexstar. Executive officers, Directors and greater than ten percent beneficial owners are required to furnish Nexstar with copies of all Section 16(a) forms they file.

During 2016, the2019, one Form 4 for Thomas O’Brieneach director and each executive officers (except Sean Compton, Dana Zimmer, Gary Weitman and William Sally who became executive officers in September 2019) for their respective grants of restricted stock units was filed late due to administrative oversight. In addition, an amended Form 4 was filed for Elizabeth Ryder on April 6, 2020 to report the exercise of stockcertain options on December 15, 20169, 2019, and a Form 4 was filed one day after the due datefor John R. Muse on December 19, 2016 dueApril 23, 2020 to administrative oversight.report a gift he made of Nexstar’s Class A Common Stock in 2018. Based on our records and review of the copies of Section 16(a) reports furnished to us during the year ended December 31, 2016,2019, we believe all other Section 16(a) filing requirements applicable to Nexstar’s executive officers, Directors and greater than ten percent beneficial owners were timely satisfied.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors establishes compensation policies for the Directors and executive officers of Nexstar Media Group, Inc. (the “Company”), approves employment agreements with executive officers of the Company, administers the Company’s stock optionequity incentive plans and approves grants under thesuch equity incentive plans and makes recommendations regarding any other incentive compensation.

In performing its oversight responsibilities of the design and functioning of the Company’s executive and director compensation program, the Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis for the year ended December 31, 20162019 with the management of the Company. Based on this review and discussion, the Compensation Committee has recommended to the Company’s Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement for the 20172020 Annual Meeting of Stockholders.

COMPENSATION DISCUSSION AND ANALYSIS

2019 COMPENSATION EXECUTIVE OVERVIEW

We provide highlights of our compensation program below. It is important that you review our Compensation Discussion and Analysis and compensation-related tables in this Proxy Statement for a complete understanding of our compensation program.

2019 and Long-Term Performance

Actions Following The 2018 and 2019 Vote on Named Executive Officer Compensation

COMPENSATION STRATEGY

In this Compensation Discussion and Analysis, we provide a detailed discussion and analysis of our compensation program and policies and the critical factors that are considered in making compensation decisions.

Throughout this Proxy Statement, the individuals who served as the Company’s Chief Executive Officer and Chief Financial Officer during the year ended December 31, 2016,2019, along with the other three most highly-compensated executive officers, are collectively referred to as the “Named Executive Officers.”

Stockholder Say on Pay Considerations

In 2015, we provided stockholders with an advisory vote on executive compensation (Say on Pay vote) with respect to 2014 compensation. Our executive compensation program was approved by 98% of For the votes cast.  These results demonstrate strong stockholder support foryear ended December 31, 2019, our executive compensation program.

We evaluate our executive compensation program at least annually,Named Executive Officers were Perry A. Sook, Thomas E. Carter, Timothy C. Busch, Gregory R. Raifman and this year, we have taken into account the outcome of our 2015 Say on Pay vote when considering our 2016 compensation program. We are asking stockholders to vote again on executive compensation this year. The Board of Directors and the Compensation Committee will continue to consider the results of the biennial Say on Pay votes in their future compensation policies and decisions.Brian Jones.

Compensation Philosophy and Objectives

The Company’s executive compensation program has been developed to incorporate a compensation philosophy consistent with the following primary objectives:

Overview and Role of Compensation Committee

The Compensation Committee of the Board of Directors establishes compensation policies for the Directors and executive officers of Nexstar, including our Named Executive Officers. The Compensation Committee approves the employment agreements with the executive officers of Nexstar, administers Nexstar’s equity incentive plans, approves grants under such plans and makes recommendations regarding other incentive compensation provided to our Named Executive Officers and other executive officers.

Role of the Compensation Consultant

The Compensation Committee has the sole authority to retain and obtain advice of advisors and consultants as necessary and evaluates their independence prior to selection or retention. The Compensation Committee also sets the compensation and oversees the work of advisors and consultants.

In 2014,

2019 and 2018 Stockholder Say on Pay Vote and Stockholder Outreach

At our Annual Meeting of stockholders in June 2019, our stockholders were asked to cast a non-binding advisory vote to approve our Named Executive Officers’ compensation for the year 2019 (“say-on-pay”). Approximately 46% of the votes cast by our stockholders were in support of the compensation of our Named Executive Officers. At our Annual Meeting of stockholders in June 2018, our stockholders were asked to cast a non-binding advisory vote to approve our Named Executive Officers’ compensation for the year 2017 (“say-on-pay”). Approximately 36% of the votes cast by our stockholders were in support of the compensation of our Named Executive Officers. The increased support by our stockholders with respect to compensation of our Named Executive Officers in 2019 was due to the stockholder outreach conducted by senior management and actions taken by our senior management and the Compensation Committee retained Hay Group,(as discussed in more detail below). In an effort to further increase our stockholder approval percentage at the 2020 Annual Meeting, our Board of Directors and senior management carefully considered the results of the 2019 and the 2018 say-on-pay vote.

In the first quarter of 2019, members of senior management, with assistance from third party consultants (JCIR and Innisfree), contacted the Company’s top 28 non-affiliated stockholders to offer them an opportunity to provide feedback regarding the Company’s corporate governance and executive compensation policies. These stockholders control the voting with approximately 76% of the voting shares of Nexstar as of September 30, 2018. Of the 28 stockholders, conference calls were conducted with 18 stockholders who collectively held approximately 62% of the Company’s voting shares. In these stockholder engagement efforts, we attempted to reach individuals responsible for executive pay and governance-related decisions with each investor organization. Our Chief Financial Officer lead all of these conference calls and our Executive Vice President, General Counsel and Secretary participated in the majority of the conference calls with the investors and discussed matters on governance, company performance and executive compensation. The Chairman of the Company’s Compensation Committee also participated in the outreach, focusing on the largest shareholders, and participated on calls with six of the Company’s eight largest investors. Of the remaining 10 stockholders (approximately 20% of voting shares), one is discontinuing its operations and the remaining nine were unresponsive to the outreach.

The majority of the investors commented positively on the opportunity (through our Q1 2019 outreach) to furnish input on compensation, governance and related issues of importance to them. Common themes expressed by the surveyed stockholders were an appreciation for the work of the Company’s executives and the returns generated for stockholders, general satisfaction with the compensation of Named Executive Officers other than the one-time bonus paid to our Chief Executive Officer in 2017 upon the Company’s successful acquisition of Media General, concern of some stockholders about the level of time-based restricted stock units granted to our executive officers and best practices on governance, including board structure and composition. The lack of a lead independent director, a classified board, plurality voting and board composition were the most frequently mentioned governance topics. The actions we have taken in response to feedback on our compensation policies are outlined below.

The Compensation Committee, working with Korn Ferry, an independent management consulting firm, conducted a comprehensive review of our compensation programs and practices, including the review of (i) the 2019 and 2018 say-on-pay voting results, (ii) stockholder outreach considerations, (iii) CEO pay, and (iv) the 2019 executive compensation program design, which is presented for stockholders’ approval in this proxy. The review led to advise on matters relatedtangible changes to the company’s compensation practices as detailed in the table above. The Compensation Committee, also working with Korn Ferry, reviewed and updated the peer groups considered when comparing the Company’s performance and compensation practices with peers. Changes were made to the peer group list as a result of several of the companies previously included were no longer in existence or were relevant and the list was amended to account for the company’s increased market cap, revenues and profitability.

The Compensation Committee believes the above changes, along with our existing guidelines on stock ownership and policy on anti-hedging, will enhance our executive compensation program and practices and better align executive compensation with our Company’s business and strategic objectives and maximize long-term stockholder growth. Accordingly, the Compensation Committee believes our engagement with shareholders in the first quarter of 2019 was productive, especially in providing an open exchange of ideas and perspectives. For more information on our stock ownership guidelines and anti-hedging policy, refer to Corporate Governance section above.

The Compensation Committee will continue to evaluate its approach to executive compensation, specifically for our Named Executive Employment Agreement with Perry A. Sook,Officers and will continue to consider the Company's Presidentoutcome of our say-on-pay votes when making future compensation decisions for the Named Executive Officers. We welcome input from our stockholders on our compensation policies and Chiefcompensation program at any time. The Compensation Committee remains committed to the alignment of pay and performance for our top four Named Executive Officers. Mr. Jones is defined as a Named Executive Officer, but his duties are largely operational in nature and to assistis compensated in manner commensurate with that role and thus not grouped as part of the development of our 2015 Long Term Equity Incentive Plan, which was approved by the stockholders in Nexstar’s 2015 Annual Meeting of stockholders.  other four Named Executive Officers.

Defining the Market—Benchmarking

In 2013,the first quarter of 2018, the Compensation Committee, working with Longnecker & Associates (“Longnecker”),Korn Ferry, performed the annual benchmark review of the aggregate level of our executive compensation, as well as the mix of elements within our executive compensation program. As a result of the increasesincrease in Nexstar’s capitalization and its growing broadcast and digital media business,businesses, the Compensation Committee instructed LongneckerKorn Ferry Hay Group to conduct a benchmarking review to analyze the proxy information of 1617 diverse media companies that either have a broadcast, communication, entertainment or media component, (the “peer group”), as disclosed in their most recent proxy information filing with the SEC. The 2018 peer group was comprised of the companies in the table below:

In 2016, the Compensation Committee retained Hay Group to assess the competitiveness and reasonableness of our executive compensation considering the Company’s planned acquisition of Media General.

Benchmarking review provides a foundation for ensuring that our executive compensation levels remain competitive in relation to the peer group and is generally refreshed prior to the hiring or replacement of an executive officer or when an existing officer’s employment contract is renewed.renewed or as frequently as significant changes in the peer group warrant (the peer group was refreshed in January 2019 in connection with the renewal of our Chief Executive Officer’s executive employment contract, as more fully set forth below). One of the primary objectives of the Company’s executive compensation program is to provide compensation near the median market pay level based on our benchmarking review of peer group companies, when warranted by Company results and individual contribution. We believe that such benchmarking is useful because we recognize that our compensation practices must be competitive in the media industry. By targeting Named Executive Officer compensation to the compensation practices of the Company’s peer group, the Company enhances its ability to attract and retain talented and highly qualified executives, which is fundamental to the Company’s growth and delivery of value to its stockholders. In addition, peer group information is one of the many factors we consider in assessing the reasonableness of compensation of our Named Executive Officers.

On January 15, 2019, we extended our Chief Executive Officer’s employment with Nexstar until February 28, 2023, with automatic renewal provisions for successive one-year periods. In making compensation decisions for our Named Executive Officers, effective January 15, 2019, the “peer group” is comprised of the following companies:

The peer group was modified to account for the increased scale of the company, including revenues, profitability metrics and equity market capital, taking into consideration the acquisition of Tribune Media Company which was later completed in September 2019. For additional information on our Chief Executive Officer’s amended employment agreement, refer to “Employment Agreements” section below.

The Compensation Committee utilized and will continue to utilize the in-depth review and analysis provided by Korn Ferry in its decisions on executive and board compensation in 2020 and in the future.

Compensation Risk Considerations

The Compensation Committee has assessed the level of risk associated with the Company’s executive incentive programs to ensure that the design of these programs does not encourage executives to subject the Company to unacceptable levels of business risk. It is the Committee’s opinion that the current incentives offered to executives are balanced in such a way so as not to create a conflict between executive and stockholder interests. Annual cash bonuses are based primarily on current year net revenues and Adjusted EBITDA, which are short-term measures. These short-term incentives are balanced out by the long-term incentives offered to executives in the form of stock options andperformance-based restricted stock units. The optionsunits, time-based restricted stock units and restrictedstock options. Restricted stock units generally vest over a range of two to four to five year periodyears and stock options generally vest over a four-year period. These longer vesting periods encourage executives not to take risks that would jeopardize the future growth and profitability of the Company. Overall, the Compensation Committee determined the company’s executive pay arrangements are reasonably unlikely to have a material adverse effect on the Company.

Determination of Compensation

The Compensation Committee reviewed compensation levels for our Named Executive Officers for 20142017 through 20162019 and considered various factors, including the executive’s job performance, the compensation level of competitive jobs and the financial performance of the Company. For the executive officers, other than the Chief Executive Officer, the Compensation Committee considers the recommendations of the Chief Executive Officer. The Compensation Committee approves the primary components of compensation for each Named Executive Officer, including any annual cash bonus and grant of stock options or restricted stock units.

Key Metrics Used for Performance Measures

The Company utilizes net revenue growth, Adjusted EBITDA growth and total shareholder return versus the results of the peer group and net revenue and Adjusted EBITDA versus budget approved by the Board of Directors and other similar metrics as quantitative measures to assess performance. Net revenue represents revenue recognized, net of allowances and credits, in accordance with accounting principles generally accepted in the United States. Adjusted EBITDA is defined as net income, from operations, plus interest expense (net), loss on extinguishment of debt, income tax expense (benefit), depreciation, amortization of intangible assets and broadcast rights, amortization of broadcast rights (excluding barter),right-of-use assets attributable to favorable leases, (gain) loss (gain) on asset disposal, net, non-cash representation contract termination fee, change in(income) loss on equity investments (net), goodwill and intangible assets impairment and other expense (income), minus, reimbursement from the fair value of contingent consideration and goodwill impairment, minusFCC related to station repack, broadcast rights payments.payments, and distributions from equity investments. Both of these measures are reported by the Company in its quarterly earnings releases. For additional information on the performance on these and other measures, see discussion in the “Elements of Compensation—Annual Cash Bonuses” section following.

ELEMENTS OF COMPENSATION

The principal elements of the Company’s executive compensation consist of the following:

Base Salary

The annual base salary of the Company’s Named Executive Officers is established by individual employment agreements (see the “Employment Agreements” section of this Proxy Statement). The purpose of the base salary is to provide each Named Executive Officer with a set amount of cash compensation that is not variable in nature and that is generally competitive with market practices. The base salary is established based on the scope of the executive’s responsibilities, taking into account competitive market compensation paid by peer group companies for similar positions. Generally, we target the executives’ base salaries near the median market pay level of our benchmarking review of peer group companies. Under each employment agreement, base salaries are increased on an annual basis. Annual salary increases for our Named Executive Officers are generally consistent, on a percentage basis, with those received by non-executive employees. See the “Employment Agreements” section of this Proxy Statement for a discussion of the employment agreements of Named Executive Officers.

Annual CashCash Bonuses

On January 15, 2019, we extended our Chief Executive Officer’s employment with Nexstar until February 28, 2023, with automatic renewal provisions for successive one-year periods. The new design of bonus incentive for our Chief Executive Officer is based on a formula, with the majority of the incentive determined based on pre-established financial targets. Specifically, our Chief Executive Officers’ incentive payments for the year 2019 were determined by the following formula:

For additional information on our Chief Executive Officer’s amended employment agreement, refer to “Employment Agreements” section below.

Under the terms of their employment agreements, each Named Executive Officer other than the Chief Executive Officer is eligible to earn a targeted annual cash bonus either up to a flat target or an amount equal to a specified percentage of such executive’s salary. The overall performance of the Company determines what percentage, if any, of the target bonus will be paid out, with net revenues and Adjusted EBITDA as the primary performance measures.out. If the Company attains the annually budgeted amounts for net revenue and Adjusted EBITDA, then it is likely that 100% of the targeted bonus will be paid. However, the Chief Executive Officer, with the approval of the Compensation Committee, may increase the annual bonus paid to our other Named Executive Officers, and the Compensation Committee may increase the annual bonus paid to our Chief Executive Officer.Officers. Likewise, if the Company does not achieve its performance benchmarks, then an amount less than the full bonus may be paid. However, theThe Company does not utilize defined formulas to determine what percentage of the target bonuses will be paid to its executive officers, including its Named Executive Officers.Officers other than the Chief Executive Officer, including the performance bonus for the year 2019. Ultimately, the payment of cash bonuses is made on a discretionary basis and is determined based on an evaluation of each executive’s individual contribution to the overall performance of the Company.

Historically, when determining the amount of bonus and incentive compensation to be paid to our other Named Executive Officers, the Compensation Committee reviews and considers the following information:

For 2016,The performance bonuses were paid to allbonus of each of our Named Executive Officers (excludingfor the year 2019 is shown in the table below.

The Compensation Committee determined the performance bonus of our Chief Executive Officer andbased on a formula in accordance with our Chief Financial Officer) at amounts representing the full target percentage for theExecutive Officer’s amended employment agreement. For our other Named Executive Officer, plus additional amounts. Theofficers, the Compensation Committee selected thesedetermined each of their bonus amounts for 2016 due tobased on the performance of the Company, as well as the individual performance of the executives.

The Company’s performance in 20162019 substantially met the revenue expectations set by the Board of Directors. Net revenue for 20162019 of $1.10$3.039 billion exceeded our 2018 net revenue of $2.767 billion or a 9.9% increase, and substantially met our budget of $1.16 billion and, excluding$3.142 billion. Excluding political revenue, net revenue was a $111 million increase over 2015. The Company realized$2.987 billion in 2019 compared to $2.515 billion in 2018, an increase in retransmission fee revenues of $96$472 million, or 32.2% over 2015 due to successful negotiation of expiring contracts and an incremental revenue from our newly acquired stations. In addition, Nexstar realized an increase in digital media revenue of $11.9 million, or 13.2% over 2015 primarily due to acquisitionsour successful acquisition of new stationsTribune Media Company, overall increase in 2016distribution revenue due to the combined effect of recent retransmission consent agreement renewals and 2015.scheduled annual rate increases per subscriber, partially offset by decreases in revenue due to de-emphasis on marginally profitable lines of business.

Operationally, the Company achieved significant milestones while maintaining discipline in cost management. The combination of the revenue growth and aggressive expense management drove the Company’s 2019 income from operations and simultaneously developing new local marketing solutions for our customers. Our budgetednet income to $655.1 million and $236.3 million, respectively. In 2019, the Company generated broadcast cash flow of $1.055 billion, Adjusted EBITDA for 2016before one-time transaction expenses of $439.7$972.3 million compared with actualand Adjusted EBITDA of $405.5 million, was substantially met as the Company continued to invest for long-term growth.

In 2016, the Company successfully completed its acquisitions of nine full power television stations, which introduced the Company’s penetration into four new markets. In addition, effective January 17, 2017, the Company closed the largest acquisition in the Company's history, adding 72 full power television stations in 42 markets, net of station divestitures, through merger with Media General. During 2016, the Company continued to focus on growing$898.1 million. Additionally, our free cash flow before one-time transaction expenses in 2019 was $520.9 million and remained disciplined in managing costs. As a result, 2016 full yearour free cash flow rose 17.6%was $439.5 million. Income from operations, net income, broadcast cash flow, Adjusted EBTIDA and free cash flow in 2019 declined compared to $244.8 million.prior year due to an approximate $200.0 million year-over-year decline in political advertising revenue, a cyclical source of income.

The above factors were considered in determining the levels of performance bonuses paid to each of our Named Executive Officers other than the Chief Executive Officer, along with each executive’s individual performance and contribution to achievement of the goals of the Company. Each of our other Named Executive Officer contributed significantly to our 20162019 initiatives, including our acquisitions and integration of acquired or newly serviced stations and entities, our organic growth, and our free cash flow growth. Due to the level of incremental effort arising from these initiatives and their favorable impact to the Company in 20162019 and for future operations, the Compensation Committee determined that bonuses were warranted in the amounts set forth in the table above and in the established targets were warranted.Summary Compensation Table below.

Stock-Based Compensation

The Company believes that grants of stock-based awards are the most appropriate form of long-term compensation since they provide incentives to promote the long-term success of the Company in line with stockholders’ interests. The Company’s equity incentive plans are intended to motivate and reward the executive officers and to retain their continued services while providing long-term incentive opportunities including the participation in the long-term appreciation of our common stock value.

The Compensation Committee grants stock-based awards to the four non-CEO Named Executive Officers other than our Chief Executive Officer based on the recommendation of the Chief Executive Officer, who evaluates their performance in meeting the goals established at the beginning of each year. The Compensation Committee grants stock-based awards to the Chief Executive Officer primarily based on the overall performance of the Company. As with cash bonuses, there is no defined formula for how many stock-based awards will be granted to a Named Executive Officer. In 2019 and 2018, the Compensation Committee increased its emphasis on performance-based compensation in making stock-based award decisions for our top four Named Executive Officers.

The Company currently maintains twothree equity compensation plans – the 2012 Long-Term Equity Incentive Plan, and the 2015 Long-Term Equity Incentive Plan bothand the 2019 Long-Term Equity Incentive Plan, all of which provide for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards. Awards made under the Company’s equity plans have consisted almost exclusively of non-qualified stock options and restricted stock units. Stock option awards and restricted stock units vest ratably over fourtwo to fivefour years, dependent on continued employment.employment and, for performance-based restricted stock units, if certain performance metrics are achieved. The exercise price of stock options may not be less than the market price of the Company’s Class A Common Stock on the date of grant. Stock option awards must be exercised within ten years of the date of grant of the option, subject to earlier expiration upon termination of the individual’s employment. The number of awards that may be granted to any one individual in a calendar year tois 1,000,000 shares.

In the first quarter of 2019, each of our Named Executive Officers received stock awards in the form of restricted stock units pursuant to the 2015 Long-Term Incentive Plan. The restricted stock units awarded to Mr. Sook was approximately 43% time-based, vesting in equal installments over a four-year period from the date of grant, and approximately 57% performance-based. The performance-based units granted to Mr. Sook will vest in full on January 15, 2021 if the total shareholder return of the Company for fiscal years 2019 and 2020 is at or above the 65^th percentile of the compensation peer group performance. If the performance metric is not achieved, the Compensation Committee may, in its sole discretion based on an analysis of all relevant factors, authorize the vesting of up to 90% of the stock award. The restricted stock units granted to Messrs. Carter, Busch and Raifman were 50% time-based and 50% performance-based. The time-based units vest in annual installments over a four-year period from the date of grant. Their performance-based units will vest for four years in equal annual installments subject to the achievement of a performance goal for each year of the award. An annual tranche of the award may vest to Mr. Carter if the two-year growth rate (used to adjust for cyclicality of political advertising revenue) of the Company’s EBITDA growth or net revenue exceeds the median growth rate of the compensation peer group. If neither metric equals or exceeds the median of the peer group, then the executive will forfeit that particular tranche of the initial grant. An annual tranche of the award may vest to Mr. Busch if the growth rate of the Company’s broadcasting operations exceeds the peer group average as reported by a recognized independent reporting agency.  If the metric does not equal or exceed the peer group average, then the executive will forfeit that particular tranche of the initial grant.  An annual tranche of the award may vest to Mr. Raifman if the net revenue or EBITDA of Nexstar Digital LLC equals or exceeds ninety percent of the operating unit’s budget as approved by the board. If neither metric equals or exceeds ninety percent of the budgeted amount, then the executive will forfeit that particular tranche of the initial grant.  In all instances, there is no additional payment, or upside, above and beyond the target number of units awarded for exceeding the specific operating metric threshold. In the event of a Change of Control (as defined in the 2015 Long-Term Incentive Plan) all restricted stock units granted to the Named Executive Officers as described herein will vest in full immediately upon such Change in Control.

In March 2018, each of our Named Executive Officers received stock awards in the form of restricted stock units. The restricted stock units awarded to our top four Named Executive Officers were 50% time-based and 50% performance-based. The performance-based units granted to Messrs. Sook, Carter, Busch and Raifman will vest in equal annual installments subject to the achievement of a performance goal for each year of the award.    An annual tranche of the award may vest to Messrs. Sook and Carter if the two-year growth rate (used to adjust for cyclicality of political advertising revenue) of the Company’s EBITDA growth or net revenue exceeds the median growth rate of the compensation peer group.  If neither metric equals or exceeds the median of the peer group, then the executive will forfeit that particular tranche of the initial grant. An annual tranche of the award may vest to Mr. Busch if the growth rate of the Company’s broadcasting operations exceeds the peer group average as reported by a recognized independent reporting agency.  If the metric does not equal or exceed the peer group average, then the executive will forfeit that particular tranche of the initial grant.  An annual tranche of the award may vest to Mr. Raifman if the net revenue or EBITDA of Nexstar Digital LLC equals or exceeds ninety percent of the operating unit’s budget as approved by the board. If neither metric equals or exceeds ninety percent of the budgeted amount, then the executive will forfeit that particular tranche of the initial grant.  In all instances, there is no additional payment, or upside, above and beyond the target number of units awarded for exceeding the specific operating metric threshold.

In January 2017, each of our Named Executive Officers received stock awards in the form of time-based restricted stock units. There were no grants of stock options or restricted stock units to our Named Executive Officers in 2016. However, each of

The equity incentives granted to our Named Executive Officers have received stock options and/or restricted stock unitsexecutives are in prior years that continue to vest, and grants of restricted stock units were made in January 2017 to each of our Named Executive Officers, for recognition of their past contributions to the Company, including their contributions to increase shareholder value. Nexstar’s stock price increased from $0.75 per share in mid of 2009 to $117.25 as of December 31, 2019, primarily driven by significant acquisitions of stations and entities since 2012 that are accretive to the successful closingCompany, realization of our acquisition of Media General,synergies from these acquisitions, consistency in cost discipline that enables the Company to meet or substantially meet key metrics yearly, and in anticipation of their continuing efforts.efforts with increased emphasis on performance-based compensation. Overall, the Company’s stock-based compensation is shared with a broad group of its employees and directors. Over the four-year period from 2016-2019, 59% of the equity awards were granted to employees other than our Named Executive Officers.

Perquisites and Other Compensation

All otherOther compensation for our Named Executive Officers includes automobile allowances paid by the Company or the value of the personal use of an automobile, the group life insurance paid by the Company and 401(k) matching contributions made by the Company.

Health Benefits

All full-time employees, including our Named Executive Officers, may participate in our health benefit program, including medical, dental and vision care coverage, disability insurance and life insurance.

Severance Benefits and Change in Control Provisions

All of our Named Executive Officers have entered into employment agreements with us. These employment agreements, among other things, provide for severance compensation to be paid to the executives if they are terminated upon a change of control of the Company, or for reasons other than cause, or if they resign for good reason, as defined in the agreements (see the “Potential Payments Upon Termination or Change in Control” section).

EMPLOYMENT AGREEMENTS

The Company currently has an employment agreement in place with each of its Named Executive Officers. The following is summarized information related to the base salary, annual cash bonus and severance compensation and termination provisions contained in the employment agreement of each Named Executive Officer.

Perry A. Sook

Mr. Sook is employed as President and Chief Executive Officer under an employment agreement with us, last renewed on January 29, 2015.15, 2019. The term of the renewed agreement expires on January 15, 2019February 28, 2023 and automatically renews for successive one-year periods unless either party notifies the other of its intention not to renew the agreement. Under the agreement, Mr. Sook’s base salary is $1,400,000 in 2015$1,625,000 from January 15, 2019 to December 31, 2019, $1,750,000 from January 1, 2020 to December 31, 2020, $1,875,000 from January 1, 2021 to December 31, 2021 and $1,500,000 in 2016$2,000,000 from January 1, 2022 and thereafter. In addition to his base salary, Mr. Sook is eligible to earn a targeted annual bonus of $1,400,000$3,250,000 for 20152019, $3,500,000 for 2020, $3,750,000 for 2021 and $1,500,000$4,000,000 for 20162022 and thereafter, upon achievement of the Company’s economic targets established by the Board of Directors for each fiscal year and any other goals established by the Board of Directors. Additionally,The new design of bonus incentive for our Chief Executive Officer is based on a formula, with the majority of the incentive determined based on pre-established financial targets. Specifically, Mr. Sook’s incentive payments will be determined by the following formula:

The Company will also grant Mr. Sook received in 2017 a special acquisition completion bonus of seven million five hundred thousand dollars ($7,500,000) upon the successful closing of our acquisition of Media General on January 17, 2017 plus the issuance of 50,000time-based and performance-based restricted stock units, with such award toas follows:

In the event of termination for reasons other than cause, or if Mr. Sook resigns for good reason, as defined in the agreement, he is eligible to receive his base salary and target bonus for a period of two years.years, plus an additional $20,800. Under the terms of Mr. Sook’s previous employment agreement dated January 29, 2015, Mr. Sook’s base salary for 2018 was $1,500,000.

On January 15, 2019, the Compensation Committee approved an amendment to Mr. Sook’s employment agreement that modifies certain material terms related to Mr. Sook’s compensation and severance opportunities.  Under the terms of Mr. Sook’s renewed employment agreement as of January 15, 2019, Mr. Sook’s base salary is $1,625,000 and is eligible to each a targeted annual bonus of $3,250,000.  Pursuant to Mr. Sook’s renewed employment agreement as of January 15, 2019, in the event of termination for reasons other than cause, if Mr. Sook resigns for good reason, or upon Mr. Sook’s termination by either Mr. Sook or the Company for any reason in connection with a consolidation, merger or comparable transaction involving the Company, he is eligible to receive a lump sum payment equal to the sum of (i) 200% of Mr. Sook’s then current base salary, plus (ii) 200% of Mr. Sook’s then current target bonus opportunity, plus (iii) $20,800.

“Cause” is defined in Mr. Sook’s employment agreement as any of the following activities by Mr. Sook: (i) his conviction for a felony or a crime involving moral turpitude or the commission of any act involving dishonesty, disloyalty or fraud with respect to the Company or any of its subsidiaries or affiliates, in each instance which has caused or is reasonably likely to cause material harm to the Company; (ii) substantial repeated failure to perform material job duties which are reasonably directed by the Board of Directors and which are consistent with the terms of terms of the employment agreement and position with the Company, which is not cured within thirty (30) days after written notice thereof from the Company; (iii) willful misconduct with respect to the Company or any of its subsidiaries or affiliates, in each instance which has caused or is reasonably likely to cause material harm to the Company; or (iv) any other willful breach of a material provision of the employment agreement, which is not cured within thirty (30) days after written notice thereof from the Company.

“Good Reason” is defined in Mr. Sook’s employment agreement as any of the following events: (i) a material reduction in Mr. Sook’s job duties, responsibilities, authority or position, (ii) a material breach by the Company of a material provision of the employment agreement, which has not been cured by the Company within thirty (30) days after written notice of noncompliance has been given by Mr. Sook to the Company; (iii) any reduction or decrease in Mr. Sook’s annual base salary or annual target bonus; (iv) any requirement that Mr. Sook report to someone other than the Board of Directors; or (v) any requirement that Mr. Sook relocate or maintain an office more than one hundred (100) miles from Dallas, Texas.

Perry Sook founded Nexstar and has been its Chairman, President and Chief Executive Officer since its inception in 1996. Mr. Sook’s employment agreement with Nexstar expired on January 15, 2019. When structuring the terms of Mr. Sook’s new contract, the Compensation Committee was extremely cognizant of new entrants into the media and broadcasting sectors and their aggressiveness in seeking out quality management. A priority objective of Compensation Committee and Board was retention of the founding executive which has led the company’s market leading shareholder returns compared to the universe of publicly traded companies. The renewal of the Sook employment agreement in an increasing competitive landscape required a competitive approach regarding contract terms and equity incentives. The Committee carefully considered the desire to align all non-salary compensation with shareholder return, and to motivate and retain our Chief Executive Officer. The Committee arrived at a contract that provided the required mix of retention (restricted stock awards), and motivation (performance-based stock awards and short-term incentive opportunities) to continue to drive the financial and operational results that are shareholders have become accustomed to.

The Compensation Committee also considered the following factors when determining compensation levels and terms under Mr. Sook’s new employment agreement, effective January 2019:

•The substantial shareholder value Mr. Sook has created as Chief Executive Officer of Nexstar:

Thomas E. Carter

Mr. Carter is employed as Chief Financial Officer and Executive Vice President under an employment agreement with us, which was amended on January 1, 2017. The term of the new agreement expires on December 31, 2021 and automatically renews for successive one-year periods unless either party notifies the other of its intention not to renew the agreement. Under the agreement, Mr. Carter’s base salary is $750,000 from January 1, 2017 to December 31, 2017, $775,000 from January 1, 2018 to December 31, 2018, $800,000 from January 1, 2019 to December 31, 2019, $825,000 from January 1, 2020 to December 31, 2020, and $850,000 thereafter. After the end of each of our fiscal year during the term of his employment agreement, Mr. Carter is also eligible to receive a targeted annual bonus up to seventy-five percent (75%) of his annual base salary in effect at the end of that fiscal year (or in excess of such amount as our Chief Executive Officer, with the approval of the Compensation Committee of the Board of Directors may determine is appropriate in their sole discretion) based on the achievement of goals established by our Chief Executive Officer and/or the Board of Directors for such period. Additionally, Mr. Carter received in 2017 a special acquisition completion bonus of two million dollars ($2,000,000) upon the successful closing of our acquisition of Media General on January 17, 2017. In the event of termination for reasons other than cause, or if Mr. Carter resigns for good reason, as definedor upon Mr. Carter’s termination by the Company or Mr. Carter for any reason in connection with a consolidation, merger or comparable transaction involving the agreement,Company, Mr. Carter is eligible to receive his base salary for a period of one year, plus an additional $20,800.

Under“Cause” is defined in Mr. Carter’s employment agreement as any of the following activities by Mr. Carter: (i) his conviction for a felony or a crime involving moral turpitude or the commission of any act involving dishonesty, disloyalty or fraud with respect to the Company or any of its subsidiaries or affiliates, in each instance which has caused or is reasonably likely to cause material harm to the Company; (ii) substantial repeated failure to perform duties which are reasonably directed by the Chief Executive Officer or the Board of Directors and which are consistent with the terms of the employment agreement and position with the Company; (iii) gross negligence or willful misconduct with respect to the Company or any of its subsidiaries or affiliates, in each instance which has caused or is reasonably likely to cause material harm to the Company; or (iv) any other material breach by Mr. Carter of a material provision of the employment agreement, which is not cured within thirty (30) days after written notice thereof from the Company.

“Good Reason” is defined in Mr. Carter’s previous employment agreement dated August 1, 2014,as any of the following events: (i) a material reduction in Mr. Carter’s base salary was $575,000 from August 3, 2015 through August 2, 2016duties or position; or (ii) a material breach by the Company of a material provisions of the employment agreement which adversely affects Mr. Carter and $600,000 from August 3, 2016 through August 2, 2017. He was also eligible to earn a targeted bonuswhich has not been cured by the breaching entity within thirty (30) days after Mr. Carter gives written notice of $300,000 for 2016.noncompliance with the Company.

Timothy C. Busch

Mr. Busch is employed as President of Nexstar Broadcasting, Inc. under an employment agreement, which was amended on January 17, 2017. The term of the agreement expires on May 31, 2021 and automatically renews for successive one-year periods unless either party notifies the other of its intention not to renew the agreement. Under the agreement, Mr. Busch’s base salary is $625,000 from January 17, 2017 through May 31, 2017, $650,000 from June 1, 2017 through May 31, 2018, $700,000 from June 1, 2018 through May 31, 2019, $725,000 from June 1, 2019 through May 31, 2020, and $750,000 thereafter. After the end of each of our fiscal year during the term of his employment agreement, Mr. Busch will be entitled to receive an annual bonus, in an amount, if any, up to seventy-five percent (75%) of his annual base salary in effect at the end of that fiscal year (or in excess of such amount as our Chief Executive Officer, with the approval of the Compensation Committee of the Board of Directors may determine is appropriate in their sole discretion), pro-rated for any partial fiscal year during which he is employed pursuant to the amended employment agreement, to be determined by our Chief Executive Officer based on, among other things, whether Mr. Busch has achieved the personal goals established by our Chief Executive Officer and/or the Board of Directors for such fiscal year. In the event of termination upon

change of control or for reasons other than cause, or if Mr. Busch resigns for good reason, as definedor upon Mr. Busch’s termination by the Company or Mr. Busch for any reason in connection with a consolidation, merger or comparable transaction involving the agreement,Company, Mr. Busch is eligible to receive his base salary for a period of one year, plus an additional $20,800. The definitions of “Cause” and “Good Reason” in Mr. Busch’s employment agreement are the same as set forth in Mr. Carter’s employment agreement.

Gregory R. Raifman

Mr. Raifman is employed as President of Nexstar Digital LLC under an employment agreement with Nexstar dated April 1, 2017. The term of the agreement expires on March 31, 2021 and automatically renews for successive one-year periods unless either party notifies the other of its intention not to renew the agreement. Under the termsagreement, Mr. Raifman’s base salary is $625,000 from April 1, 2017 to March 31, 2018, $650,000 from April 1, 2018 to March 31, 2019, $675,000 from April 1, 2019 to March 31, 2020, and $700,000 thereafter. After the end of each of our fiscal year during the term of this Agreement, Mr. Busch’s previousRaifman will be entitled to receive an annual bonus, in an amount, if any, up to one hundred percent (100%) of his annual base salary in effect at the end of that fiscal year (or in excess of such amount, as the Chief Executive Officer, with the approval of the Compensation Committee of the Company’s board of directors may determine is appropriate in their sole discretion), pro-rated for any partial fiscal year during which he is employed by the Company pursuant to the agreement detailed above, to be determined by the Chief Executive Officer, with the approval of the Compensation Committee, based on, among other things, whether the Company achieved the budgeted revenue and profit goals and any specific non-financial goals for such fiscal year. In the event of termination upon a change of control or for reasons other than cause, if Mr. Raifman resigns for good reason, or upon Mr. Raifman’s termination by the Company or Mr. Raifman for any reason in connection with a consolidation, merger or comparable transaction involving the Company, Mr. Raifman is eligible to receive his base salary for a period of one year, plus an additional $20,800. The definitions of “Cause” and “Good Reason” in Mr. Raifman’s employment agreement dated May 31, 2013,are the same as set forth in Mr. Busch’s base salary was $445,000 from June 1, 2015 through May 31, 2016 and $455,000 from June 1, 2016 through May 31, 2017. He was also eligible to earn a targeted annual bonus of $227,500 for 2016.Carter’s employment agreement.

Brian Jones

Mr. Jones is employed as Executive Vice President, Chief Operating Officer of Nexstar Broadcasting, Inc. under an employment agreement, which was amended on January 17, 2017 and further amended on July 27, 2017. The term of the agreement expires on MayDecember 31, 2021 and automatically renews for successive one-year periods unless either party notifies the other of its intention not to renew the agreement. Under the agreement, Mr. Jones’ base salary is $500,000 from January 17, 2017 to July 31, 2017, $525,000 from August 1, 2017 to December 31, 2017, $515,000$540,000 from January 1, 2018 to December 31, 2018, $530,000$555,000 from January 1, 2019 to December 31, 2019, $545,000$570,000 from January 1, 2020 to December 31, 2020, and $560,000$585,000 thereafter. After the end of each of our fiscal year during the term of his employment agreement, Mr. Jones will be entitled to receive an annual bonus, in an amount, if any, up to fifty percent (50%) of his annual base salary in effect at the end of that fiscal year (or in excess of such amount as our Chief Executive Officer, with the approval of the Compensation Committee of the Board of Directors may determine is appropriate in their sole discretion), pro-rated for any partial fiscal year during which he is employed pursuant to the amended employment agreement, to be determined by our Chief Executive Officer or President, based on, among other things, whether Mr. Jones has achieved the personal goals established by our Chief Executive Officer, President and/or the Board of Directors for such fiscal year. In the event of termination upon a change of control or for reasons other than cause, or if Mr. Jones resigns for good reason, as definedor upon Mr. Jones’s termination by the Company or Mr. Jones for any reason in connection with a consolidation, merger or comparable transaction involving the agreement,Company, Mr. Jones is eligible to receive his base salary for a period of one year, plus an additional $20,800.

Under the terms  The definitions of “Cause” and “Good Reason” in Mr. Jones’ previousJones’s employment agreement dated May 31, 2013,are the same as set forth in Mr. Jones’ base salary was $445,000 from June 1, 2015 through May 31, 2016 and $455,000 from June 1, 2016 through May 31, 2017. He was also eligible to earn a targeted annual bonus of $227,500 for 2016.

Thomas O’Brien

Mr. O’Brien is employed as Executive Vice President, Business Development and Chief Revenue Officer under anCarter’s employment agreement with us, which was amended on January 23, 2017. The term of the agreement expires on October 31, 2021 and automatically renews for successive one-year periods unless either party notifies the other of its intention not to renew the agreement. Under the agreement, Mr. O’Brien’s base salary is $550,000 from January 23, 2017 through October 31, 2017, $575,000 from November 1, 2017 through October 31, 2018, $600,000 from November 1, 2018 through October 31, 2019, $625,000 from November 1, 2019 through October 31, 2020, and $650,000 thereafter. After the end of each of our fiscal year during the term of his employment agreement, Mr. O’Brien will be entitled to receive an annual bonus, in an amount, if any, up to seventy-five percent (75%) of his annual base salary in effect at the end of that fiscal year (or in excess of such amount as our Chief Executive Officer, with the approval of the Compensation Committee of the Board of Directors may determine is appropriate in their sole discretion), pro-rated for any partial fiscal year during which he is employed pursuant to the amended employment agreement, to be determined by our Chief Executive Officer based on, among other things, whether Mr. O’Brien has achieved the personal goals established by our Chief Executive Officer and/or the Board of Directors for such fiscal year. In the event of termination upon change of control or for reasons other than cause, or if Mr. O’Brien resigns for good reason, as defined in the agreement, Mr. O’Brien is eligible to receive his base salary for a period of one year, plus an additional $20,800.

Under the terms of Mr. O’Brien’s previous employment agreement dated November 1, 2013, Mr. O’Brien’s base salary was $435,000 from November 1, 2015 through October 31, 2016 and $445,000 from November 1, 2016 through October 31, 2017. He was also eligible to earn a targeted annual bonus in an amount up to fifty percent of his base salary in 2016.

COMPENSATION OF NAMED EXECUTIVE OFFICERS

The following table sets forth information that summarizes compensation for the years ended December 31, 2016, 2015,2019, 2018, and 20142017 for our Named Executive Officers.

SUMMARY COMPENSATION TABLE