UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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☐ Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
Nexstar Media Group, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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20222024 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 Monday,Tuesday, June 13, 202218, 2024
TO THE STOCKHOLDERS OF NEXSTAR MEDIA GROUP, INC.:
The 20222024 annual meeting of stockholders (the “Annual Meeting”) of Nexstar Media Group, Inc. (the “Company”) will be held on Monday,Tuesday, June 13, 2022,18, 2024, at 10:0010 a.m., Central Daylight Time, in the building’s conference center, Suite 120, at the Company’s principal executive offices located at 545 E. John Carpenter Freeway, Irving, Texas 75062.
The Annual Meeting will be held for the following purposes:
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We are pleased to provide access to our Proxy Statement and the related proxy materials over the internet under the U.S. Securities and Exchange Commission’s (“SEC”) “Notice and Access” rules. As a result, weWe are mailing on or about May 4, 2022 to our stockholders of record as of the close of business on April 25, 2022 a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about May 2, 2024 to our stockholders of record as of the close of business on April 22, 2024 instead of a paper copy of our Proxy Statement and the related proxy materials. Employing this distribution process conserves natural resources and reduces the costs of printing and distributing our proxy materials.
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. The Notice contains instructions on how to access those documents over the Internet and on how to receive our proxy materials in printed form by mail or electronically by email. In addition, the Notice contains instructions on how to receive future proxy materials in printed form by mail or electronically by email on an ongoing basis. If you received our proxy materials by mail, the Notice, Proxy Statement, 20212023 Annual Report and proxy card werewill be enclosed. Employing this distribution process conserves natural resources and reduces the costs of printing and distributing our proxy materials. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder who provides proof of ownership on the date of the Annual Meeting during ordinary business hours at 545 E. John Carpenter Freeway, Suite 700, Irving, Texas 75062 and for 10 days prior thereto.
The Company intends to hold its Annual Meeting in person but is sensitive to the public health and travel concerns stockholders may have and the protocols that federal, state and local governments have and may continue to impose regarding the COVID-19 pandemic. In the event it is not possible or advisable to hold the Annual Meeting in person, the Company will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of a virtual-only platform or adding a webcast component to the in-person meeting. If the Company takes this step, the Company 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. The Company will also make this additional soliciting material available at http://www.astproxyportal.com/ast/13194/.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 13, 2022:18, 2024:
The Company’s Proxy Statement for the Annual Meeting, 20212023 Annual Report on Form 10-K and Form of Proxy Card are available at http://www.astproxyportal.com/ast/13194/.
Your vote is very important. Regardless of whether you plan to attend the Annual Meeting, weWe encourage you to vote as soon as possible by one of three convenient methods to ensure your shares are represented at the Annual Meeting:
You may also vote in person at the Annual Meeting. Any proxy you give will not be usedcounted if you attend the Annual Meeting and cast your vote during the meeting.
By Order of the Board of Directors |
/s/ Elizabeth Ryder |
Elizabeth Ryder |
Secretary |
April |
PROXY STATEMENT TABLE OF CONTENTS
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Nexstar Media Group, Inc. | i |
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This Proxy Statement is furnished in connection with the solicitation by and on behalf of the Board of Directors (the “Board” or “Board of Directors”) of Nexstar Media Group, Inc., a Delaware corporation (“Nexstar,” the “Company,” “our,” “us,” or “we”), of proxies for use at Nexstar’s Annual Meeting of Stockholders toStockholders. The meeting will be held, pursuant to the accompanying Notice of Annual Meeting, on Monday,Tuesday, June 13, 202218, 2024 at 10:00 a.m., Central Daylight Time, and at any adjournment or postponement thereof (the “Annual Meeting”). Actions willThe following table summarizes the actions to be taken at the Annual Meeting to (1) elect directors to serve as Class I 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, 2022; (3) advise the Board of Directors on the compensation of our Named Executive Officers; (4) approve an amendment to the Amended and Restated Certificate of Incorporation to eliminate the Company’s Class B Common Stock and Class C Common Stock, which classes of common stock have no shares issued and outstanding, and (5) transact any other business which may properly come before the Annual Meeting.
Number | Proposal | Description | Board Recommendation |
1 | Election of Directors | Elect the nine nominees for director named in this proxy statement to serve until the 2025 Annual Meeting of Stockholders | FOR |
2 | Ratification of the Selection of Independent Registered Public Accounting Firm | Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024 | FOR |
3 | Advisory Vote on Executive Compensation | Advise the Board of Directors on the compensation of our Named Executive Officers | FOR |
Other | Transact any other business which may properly come before the Annual Meeting |
Shares of Nexstar common stock, par value $0.01 (“Common Stock”), represented by a properly executed proxy that are 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 2022; (iii) FOR the approval, by non-binding vote, of executive compensation; (iv) FOR the approval of an amendment to the Amended proposals 1, 2 and Restated Certificate of Incorporation to eliminate the Company’s Class B Common Stock and Class C Common Stock, which classes of common stock have no shares issued and outstanding, and (v) 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.3.
The Notice containing instructions on how to access this Proxy Statement and the relatedenclosed proxy card materials and how to vote are first being mailed to stockholders on or about May 4, 2022.2, 2024.
Voting Securities
Stockholders of record as of the close of business day on April 25, 202222, 2024 may vote at the Annual Meeting. On that date, there were 40,430,56132,940,626 shares of the Company’s Class A common stock (“Class A Common Stock”)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, of which there are none, are entitled to 10 votes per share. Holders of our Class C Common Stock and Preferred Stock, of which there are none, have no voting rights.
Under the Company’s Second Amended and Restated Bylaws, adopted as of January 30, 202026, 2023 (the “bylaws”“Bylaws”), the holders of a majority of the voting power of the outstanding shares of capital 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 rulesListing Rules to vote your shares on the ratification of PricewaterhouseCoopers LLPProposal 2 even if the broker does not receive voting instructions from you. However, your broker does not have discretionary authority to vote either on the election of directors, the approval of executive compensation and the approval of an amendment to the Company’s amended certificate of incorporationProposals 1 or 3 without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on these matters.
Nexstar Media Group, Inc. | 1 |
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Voting Matters
Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting
The following information can be found at http://www.astproxyportal.com/ast/13194/:
Notice of Annual Meeting and Proxy Statement;
20212023 Annual Report on Form 10-K; and
Form of Proxy Card.
Voting Instructions
Stockholders of record may vote:
by the internet at http://www.voteproxy.com and following the proxy voting instructions listed on your proxy card;
by telephone at 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-85001-201-299-4446 from foreign countries as directed on the proxy card;
if they requested and received aby paper copy of our proxy materials, by signing, dating and returning the proxy card that they received in the enclosed postage-paid envelope via mail; or
by attending the Annual Meeting in-personin person and voting.
Each proxy that is properly received by Nexstar prior to the Annual Meeting will, unless validly revoked, be voted in accordance with the instruction given on such proxy. If a stockholder voted by signing and returning the proxy card via mail and no instructions are indicated, the shares represented by such proxy will be voted according to the recommendations of the Board of Directors.
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, stockholdersStockholders 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.
You may revoke your proxy and change your vote by:
signing and properly submitting another paper proxy with a later date that is received before the polls close at the Annual Meeting;
voting by the internet or telephone on or before 11:59 p.m., Eastern StandardDaylight Time, on June 12, 2022;
giving written notice of revocation of the stockholder’s proxy to the Company’s Corporate Secretary at the address shown on the cover of this Proxy Statement prior to the Annual Meeting; or
voting in-person at the Annual Meeting.
Nexstar Media Group, Inc. | 2 |
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Voting Matters
GOVERNANCE PROPOSAL
PROPOSAL 1
ELECTION OF DIRECTORS
Votes NecessarySummary
The size of our Board is currently ten, and we have nine members (listed below) who are standing as nominees for election at the 2024 annual meeting. Each director nominee will serve a one-year term or until a successor is elected and qualified or until their earlier resignation or death. As previously announced by the Company, Mr. Martin Pompadur will not stand for reelection and his service will end at the 2024 annual meeting, upon which the size of the Board will be reduced to Approve Proposalsnine.
Name | Nexstar Position | |
Perry A. Sook | Chairman and Chief Executive Officer | |
Geoff Armstrong | Independent Director | |
Bernadette S. Aulestia | Independent Director | |
Dennis J. FitzSimons | Independent Director | |
Jay M. Grossman | Independent Director | |
C. Thomas McMillen | Independent Director | |
Lisbeth McNabb | Independent Director | |
John R. Muse | Independent Director | |
Tony Wells | Independent Director |
Proposal 1: Election of Class I DirectorsVoting
In an uncontested election, eachEach director shall be elected by a majority of the votes cast, and stockholderscast. Stockholders may cast their votes (i) “for” “for” the nominee, (ii) “against” “against” the nominee or (iii) abstain. A majority means that the number of shares voted “for” “for” a nominee’snominee’s election must exceed the number of votes cast “against”“against” that nominee’snominee’s election. Votes for and against a nominee’s election will count in the tabulations of votes cast on that nominee’s election. Abstentions and broker non-votes will not count on the tabulations of votes cast on a nominee’s election, will not be counted as a vote cast either “for”“for” or “against” a nominee election and will therefore not affect the outcome of such vote.vote.
InIf a contestedproxy is signed and returned, but does not specify how the shares represented by the proxy are to be voted
with respect to the election under our bylaws where the number of nominees for director exceeds the number of directors, to be elected as of a date that is 14 days in advance of the date that the Company files its definitive proxy statement, each director shall be elected by a plurality of the votes cast, and votes may be cast in favor of the nominee or withheld. A plurality means that the nominee receiving the most votes for election to a director position is elected to that position. 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 on a nominee’s election.
This election is uncontested.
Proposal 2: Ratification of the Selection of Independent Registered Public Accounting Firm
The ratification of the selection of our independent registered public accounting firm requires the affirmative vote of a majority of the voting power of the shares of stock present in person or represented by proxy at the meeting and voting thereon. Votes may be cast for or against such ratification. Stockholders may also abstain from voting. Votes for and against this proposal and abstentions will count in the tabulations of votes cast on this proposal. Abstentions will be counted as votes cast on this proposal and will have the same effect as votes “against” this proposal. 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 this proposal even if the broker does not receive voting instructions from you, and therefore no broker non-votes are expected in connection with this proposal.
Proposal 3: Advisory Vote on the Compensation of our Named Executive Officers
This vote is advisory only and non-binding on 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. Votes may be cast for or against such proposal. Stockholders may also abstain from voting. Votes for and against this proposal and abstentions will count in the tabulations of votes cast on this proposal, while broker non-votes will not be counted as votes cast on this proposal and will have no effect on the voting results.
Proposal 4: Approval for the Amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate Class B Common Stock and Class C Common Stock classes
The approval to amend the Amended and Restated Certificate of Incorporation to eliminate the Company’s Class B Common Stock and Class C Common Stock, which classes of common stock have no shares issued and outstanding, requires the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock. Votes may be cast for or against such an amendment. Stockholders may also abstain from voting. Abstentions and broker non-votes will have the same effect as votes “against” this proposal.
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PROPOSAL 1
Our bylaws 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 2022, 2023 and 2024, respectively. At the annual meeting, all of our Class I Directors are up for election.
The Board of Directors has nominated Ms. Bernadette S. Aulestia, Mr. Dennis J. FitzSimons, Mr. C. Thomas McMillen, and Ms. Lisbeth McNabb as nominees for election as our Class I Directors. Once elected, each of our Class I Directors’ terms will expire on the date of our 2025 annual stockholders’ meeting. The persons named in the enclosed proxy will votevoted to elect as Class I Directorsdirectors all of 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.
herein.
Board Recommendation
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Nexstar Media Group, Inc. |
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Voting Matters
Proposal 1 - Election of Directors
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Proposal 1 - Election of Directors
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Proposal 1 - Election of Directors
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Proposal 1 - Election of Directors
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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, 2022. 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 and will be available to respond to appropriate questions from stockholders.
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ADVISORY VOTE ON EXECUTIVE COMPENSATION
As 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 to 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 will consider the outcome of the vote, along with other relevant factors, when making future compensation decisions. Following the results of the stockholder 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. The next advisory vote on frequency will occur at our 2023 annual meeting.
As described in detail in the Compensation Discussion and Analysis section, the Compensation Committee oversees the program and compensation awarded to Company executives, 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 is 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.
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APPROVAL FOR THE AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
Subject to approval by the stockholders, our Board of Directors has approved the amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the Company’s Class B Common Stock and Class C Common Stock classes. As of April 25, 2022, Nexstar had approximately 40,430,561 million shares of Class A Common Stock outstanding and no shares of Class B Common Stock or Class C Common Stock outstanding. There are no shares of Class B Common Stock and Class C Common Stock registered under the Securities Act of 1933, as amended, or the Exchange Act. Nexstar’s Class A Common Stock has been the only class of shares outstanding since 2013.
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The current directors of the Company are:
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Perry A. Sook |
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Age: Board Tenure: Chairman
Nexstar Board Committee: Other Current Public Company Boards: | Perry A. Sook has served as the Chairman and Chief Executive Officer of Nexstar since its inception in 1996. Mr. Sook Mr. Sook serves as Mr. Sook’s qualifications to serve on Nexstar’s Board of Directors include his demonstrated leadership skills and extensive operating executive experience in building Nexstar from its founding to | |
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Directors
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Geoff Armstrong Age: Board Tenure: Independent Director Nexstar Board Committee: Other Current Public Company Boards: | Geoff Armstrong was appointed a member of the Board of Directors of Nexstar in November 2003 and serves as the Mr. Armstrong Mr. Armstrong Mr. Armstrong’s qualifications to serve on Nexstar’s Board of Directors include his extensive experience as the Chief Financial and Chief Operating Officer in the broadcast and communications industry, as well as a board member of | |
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Nexstar Media Group, Inc. |
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Voting Matters
Directors
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Principal Occupation and Selected Business Experience | ||
Bernadette S. Aulestia Former President, Global Distribution at HBO Age: 51 Board Tenure: 3 years Independent Director Nexstar Board Committee: Compensation Other Current Public Company Boards: Denny’s Corporation, National CineMedia, Inc. | Bernadette Aulestia was appointed a member of the Board of Directors of Nexstar in January 2021 and serves on the Compensation Committee. Ms. Aulestia served as Chief Revenue and Growth Officer and then as Advisor of Callisto Media (private), a technology and media company which leverages audience data to create high-quality content at scale in 2022. Between her time at HBO and Callisto Media, Ms. Aulestia focused on her role as board member of Denny’s which she joined in 2018 among other non-profit board memberships and personal endeavors. From 2018 to 2019 Ms. Aulestia was President, Global Distribution and from 2015 to 2018 was Executive Vice President, Global Distribution at HBO, the premium programming subsidiary of WarnerMedia. Prior to that, she was Executive Vice President, Domestic Network & Digital Distribution at HBO from 2013 to 2015 and Senior Vice President, Domestic Network & Digital Distribution at HBO from 2009 to 2013. Prior to HBO, Ms. Aulestia held positions at Univision Communications, Turner Broadcasting Systems and Kidder Peabody. Ms. Aulestia serves on the board of directors and is chair of the Corporate Governance & Nominating Committee of Denny's Corporation (NASDAQ: DENN), a franchisor and operator of one of America's largest full-service restaurant chains. She was also appointed in August 2023 on the board of directors and is chair of the Nominating and Governance Committee of National CineMedia, Inc. (NASDAQ: NCMI), which operates as the largest cinema advertising platform in the U.S., and serves as a director of Candoo Tech (private), a monthly subscription-based technical customer support service for aging adults and planned communities. Ms. Aulestia’s qualifications to serve on Nexstar’s Board of Directors include her extensive experience as an executive in content and digital businesses which enables her to provide valuable advice on strategic and business matters as it relates to the Company’s own content and digital operations and growth plans. Her service on the boards of other public and private companies allows her to offer a broad perspective on corporate governance, risk management and operating issues facing corporations today. | |
Nexstar Media Group, Inc. | 5 | 2024 Proxy Statement |
Voting Matters
DIRECTOR NOMINEES | ||
Principal Occupation and Selected Business Experience | ||
Dennis J. FitzSimons Chairman of Robert R. McCormick Foundation and Former Chief Executive Officer of Tribune Company Age: 73 Board Tenure: 7 years Independent Director Nexstar Board Committee: Audit Other Current Public Company Boards: None | Mr. FitzSimons was appointed a member of the Board of Directors of Nexstar in January 2017 and serves on the Audit Committee. Mr. FitzSimons serves as Chairman of the Robert R. McCormick Foundation (non-profit), a charitable organization with extensive assets where he has held his position since 2004. Concurrent with and prior to that, Mr. FitzSimons spent 25 years with the Tribune Company, a predecessor company of Tribune Media Company which Nexstar acquired in 2019, serving as the Chief Executive Officer and board member of Tribune Company from 2003 to 2007 and as Chairman of the board of directors from 2004 to 2007. From 2009 until January 2017, Mr. Fitzsimons served on the board of directors of Media General, Inc. (“Media General”) (formerly public), which Nexstar acquired in 2017, as Chairman of Media General’s compensation committee and a member of the audit committee. He also served on the board of directors of Time, Inc. (formerly public) from 2014 until its sale to Meredith Corporation in January 2018 and was a member of the audit committee and the compensation committee. Mr. FitzSimons’ qualifications to serve on Nexstar’s Board of Directors include his extensive experience as the Chief Executive Officer of a publicly traded company in the broadcast industry and service as a member of the audit and compensation committees of several publicly traded companies. His service on the boards of public companies allows him to offer a broad perspective on corporate governance, risk management and operating issues facing corporations today. | |
Nexstar Media Group, Inc. | 6 | 2024 Proxy Statement |
Voting Matters
DIRECTOR NOMINEES | ||
Principal Occupation and Selected Business Experience | ||
Jay M. Grossman Age: Board Tenure: Independent Director Nexstar Board Committee: Other Current Public Company Boards: | Jay M. Grossman was appointed a member of the Board of Directors of Nexstar in 1997 and serves Mr. Grossman Mr. Grossman has served on the board of directors of KORE Group Holdings (NYSE:KORE), a relationship-focused promotional marketing agency providing “internet-of-things” and IT solutions, since August 2023, and previously served on the board of directors of a wide variety of private companies including Atlantic Broadband, Caprock Communications, Consolidated Theaters, Cyrus One Networks, Donuts, Executive Health Resources, Grande Communications, Hosted Solutions, Monitronics International, Q9 Networks, RCN Telecom Services, Sidera Networks and WideOpenWest Holdings. Mr. Grossman’s qualifications to serve on Nexstar’s Board of Directors include his long-term experience with Nexstar and his extensive experience in investing in media and communications companies enabling him to provide meaningful insight and guidance to the Company and the Board as Nexstar executes on its growth plan. | |
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Nexstar Media Group, Inc. |
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Voting Matters
Directors
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Principal Occupation and Selected Business Experience | ||
President and Chief Executive Officer of
Board Tenure: Independent Director Nexstar Board Committee: Other Current Public Company Boards: |
Mr.
Mr. McMillen has served as a Mr. | |
Nexstar Media Group, Inc. | 8 | 2024 Proxy Statement |
Voting Matters
DIRECTOR NOMINEES | ||
Principal Occupation and Selected Business Experience | ||
Lisbeth McNabb Former Chief Financial Officer and Chief Operating Officer of Linux Foundation Age: 63 Board Tenure: 18 years Independent Director Nexstar Board Committee: Audit Other Current Public Company Boards: None | Ms. McNabb was appointed a member of the Board of Directors of Nexstar in May 2006, serves on the Audit Committee. Ms. McNabb has been an Operating Partner of Springcoast Capital Partners, a growth equity firm focused on market-leading software and technology companies, since April 2023. Ms. McNabb previously served as the Chief Financial Officer and Chief Operating Officer of Linux Foundation, an open-source technology consortium, from 2018 to 2020. In 2017, Ms. McNabb was interim Chief Financial Officer for Illuminate Education and from 2012 to 2015 was Founder of DigiWorksCorp, a digital and data analytics SaaS company for retail and enterprise companies. Ms. McNabb serves as an independent director and chair of the audit committee of Acronis (private), a global leader in cybersecurity and data protection, and as an independent director of ABB E-Mobility, global leader in electric vehicle charging solutions since August 2023. Previously, she served on the Board of Directors of Zoomcar (private), the largest car-sharing platform, headquartered in Banglore, India, until April 2023; as an independent director, chair of audit, and member of the audit, nominating and governance and compensation committees of NeoGames (NASDAQ: NGMS), a global provider of iLottery solutions for national and state-regulated lotteries, until April 2023; and as a director and chair of the audit committee and on the compensation committee of Tandy Brands (formerly public). Ms. McNabb’s qualifications to serve on Nexstar’s Board of Directors include her leadership skills in entrepreneurial and executive roles in media, digital and | |
John R. Muse Age: Board Tenure: Independent Director Nexstar Board Committee: Other Current Public Company Boards: | John R. Muse was appointed a member of the Board of Directors of Nexstar in January 2017 and serves on the Nominating and Corporate Governance Committee. Mr. Muse has Mr. Muse’s qualifications to serve on Nexstar’s Board of Directors include his investing, financial and leadership skills in entrepreneurial and executive roles in a wide range of industries in which he has invested directly and indirectly. | |
Nexstar Media Group, Inc. |
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Voting Matters
Directors
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Principal Occupation and Selected Business Experience | ||
Age: Board Tenure: Independent Director Nexstar Board Committee: Other Current Public Company Boards: |
Mr. Wells has over 30 years working with innovative, high-growth brands, and deep expertise leading marketing, business development and strategic partnerships. Mr. Wells has served as a Venture Partner at AZ-VC, Arizona’s largest venture capital fund, since April 2024. Previously he served as the
Mr. Mr.
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telecommunications. | ||
Nexstar Media Group, Inc. |
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Voting Matters
Directors
The following providestables provide additional information regarding the members of our Board as of April 29, 2024, including certain types of knowledge, skills, business experiences, attributes or self-identified specific diversity possessed by one or more of our directors which our Board believes are relevant to our business and industry. The table below does not encompass all of the knowledge, skills, business experiences or attributes of our directors, and the fact that a particular knowledge, skill, business experience or attribute
Board Skills Matrix
Sook | Armstrong | Aulestia | FitzSimons | Grossman | McMillen | McNabb | Muse | Pompadur(1) | Wells | |
Knowledge, Skills and Experience | ||||||||||
Public Company | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● |
Industry | ● | ● | ● | ● | ● | ● | ● | ● | ● | |
Management | ● | ● | ● | ● | ● | ● | ● | ● | ● | |
Operations | ● | ● | ● | ● | ● | ● | ● | |||
ESG | ● | ● | ● | ● | ● | ● | ● | ● | ||
Regulatory/Legal | ● | ● | ● | |||||||
Financial | ● | ● | ● | ● | ● | ● | ● | |||
M&A | ● | ● | ● | ● | ● | ● | ● | ● | ||
Cybersecurity | ● | |||||||||
Board Tenure | ||||||||||
Years of Service | 28 | 20 | 3 | 7 | 27 | 9 | 18 | 7 | 20 | 1 |
Age | 66 | 66 | 51 | 73 | 64 | 71 | 63 | 73 | 88 | 59 |
(1) Mr. Pompadur is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill, business experience or attribute with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill, business experience listed below may vary among the members of the Board. The information has been collected from each of our board members and they have voluntarily self-identified their gender and demographic background.standing for reelection.
Board Diversity Matrix
Female | Male | Non-Binary | Did Not | Total | |
Part I: Gender Identity | |||||
Directors | 2 | 8 | — | — | 10 |
Part II: Demographic Background | |||||
Hispanic or Latinx | 1 | — | — | — | 1 |
White or Caucasian | 1 | 7 | — | — | 8 |
African American or Black | — | 1 | — | — | 1 |
| Sook | Armstrong | Aulestia | FitzSimons | Grossman | McMillen | McNabb | Miller | Muse | Pompadur |
Knowledge, Skills and Experience |
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Public Company Board Experience | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ |
Financial/Capital Market | ✔ | ✔ |
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| ✔ | ✔ | ✔ | ✔ | ✔ |
Risk Management | ✔ | ✔ |
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Accounting | ✔ | ✔ |
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Corporate Governance/Ethics | ✔ | ✔ |
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| ✔ | ✔ | ✔ | ✔ | ✔ |
Legal/Regulatory | ✔ | ✔ |
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Human Resources/Compensation | ✔ | ✔ |
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Executive Experience | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ |
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Operations Experience | ✔ | ✔ | ✔ | ✔ |
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Brand Marketing | ✔ |
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Strategic Planning/Oversight | ✔ |
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Digital/Technology | ✔ | ✔ | ✔ |
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Mergers and Acquisitions | ✔ | ✔ |
| ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ |
Media/Broadcast | ✔ | ✔ | ✔ | ✔ | ✔ |
| ✔ | ✔ | ✔ | ✔ |
Academic/Education | ✔ | ✔ |
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Board Tenure |
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Years of Service | 26 | 18 | 1 | 5 | 25 | 7 | 16 | 8 | 5 | 18 |
Age | 64 | 64 | 49 | 71 | 62 | 69 | 61 | 64 | 71 | 86 |
Board Diversity Matrix (As of April 28, 2022) | ||||
Total Number of Directors | 10 | |||
| Female | Male | Non-Binary | Did not Disclose Gender |
Part I: Gender Identity | ||||
Directors | 2 | 8 | — | — |
Number of Directors who identify in Any of the Categories Below: | ||||
Part II: Demographic Background | ||||
African American or Black | — | — | — | — |
Alaskan Native or Native American | — | — | — | — |
Asian | — | — | — | — |
Hispanic or Latinx | 1 | — | — | — |
Native Hawaiian or Pacific Islander | — | — | — |
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White or Caucasian | — | 9 | — | — |
Two or More Races or Ethnicities | — | — | — |
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LGBTQ+ | — | |||
Did not Disclose Demographic Background | — | |||
Nexstar Media Group, Inc. |
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Voting Matters
AUDIT PROPOSAL
PROPOSAL 2
RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Summary
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, 2024. 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 and will be available to respond to appropriate questions from stockholders.
Voting
The ratification of the selection of our independent registered public accounting firm requires the affirmative vote of a majority of the shares of stock present in person or represented by proxy at the meeting and voting thereon. Votes may be cast “for” or “against” such ratification. Stockholders may also abstain from voting. Votes “for” or “against” this proposal and abstentions will count in the tabulations of votes cast on this proposal. Abstentions will be counted as votes cast on this proposal and will have the same effect as votes “against” this proposal. If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under NASDAQ Listing Rules to vote your shares on this proposal even if the broker does not receive voting instructions from you, and therefore no broker non-votes are expected in connection with this proposal.
Board Recommendation
| The Board of Directors recommends stockholders vote FOR this proposal. |
Nexstar Media Group, Inc. | 12 | 2024 Proxy Statement |
Voting Matters
COMPENSATION PROPOSAL
PROPOSAL 3
ADVISORY VOTE ON EXECUTIVE COMPENSATION
Summary
As 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 to approve the compensation of our Named Executive Officers, as disclosed in this Proxy Statement. While this vote is non-binding, the Board of Directors values the opinions of Nexstar’s stockholders and will consider the outcome of the vote when making future compensation decisions. 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.
Background
The Compensation Committee oversees the executive compensation program including adopting changes to awarding compensation as appropriate to reflect Nexstar’s circumstances. The information provided in this Proxy Statement demonstrates that Nexstar’s executive compensation program is designed appropriately and is working to ensure that management’s interests are aligned with its stockholders’ interests to support long-term value creation and will attract and retain appropriate talent.
Voting
This vote is advisory only and non-binding on the Board of Directors. The Board of Directors will receive the vote tally and will consider the results of the vote, along with other relevant factors, in its assessment of executive compensation. Votes may be cast “for” or “against” such proposal. Stockholders may also abstain from voting. Votes “for” or “against” this proposal and abstentions will count in the tabulations of votes cast on this proposal, while broker non-votes will not be counted as votes cast on this proposal and will have no effect on the voting results.
Board Recommendation
| The Board of Directors recommends stockholders vote FOR such compensation. |
Nexstar Media Group, Inc. | 13 | 2024 Proxy Statement |
CORPORATE GOVERNANCE
Committees of the Board of Directors
The Board of Directors currently has three standing committees with the following members:
Compensation | Audit | Nominating and
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Geoff Armstrong | Chairperson | |||||
Bernadette S. Aulestia |
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Dennis J. FitzSimons |
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Jay Grossman |
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C. Thomas McMillen |
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Lisbeth McNabb |
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Compensation Committee
The purpose of the Compensation Committee is to establish compensation policies for Directorsdirectors and executive officers of Nexstar, approve employment agreements with executive officers of Nexstar, administer Nexstar’s stock-based compensation plans and approve grants under the plans and make recommendations regarding any other incentive compensation or equity-based plans. The Compensation Committee makes decisions about the compensation of the Chief Executive Officer and has the authority to review and approve the compensation policies 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(i) attract and retain talented and highly qualified executives in the competitive diversified media and television broadcasting industry by providing a total compensation opportunities withpackage that includes a combination of elements which are at or above competitive opportunities, (ii) to tie executive compensation, both short and long-term elements, to the Company’s generaloverall performance and specific attainment of long-term strategic goals, and (iii) to provide executives with long-term incentivesincentive for future performance that aligns with stockholder interests and maximizes stockholders value over the long-term, and (iv) set executive rewards.compensation at responsible levels to promote fairness and equity among all employees within our organization. The Compensation Committee, together with the Nominating and Corporate Governance Committee, also reviews succession planning.
The Compensation Committee met twiceeight times during 2021. The Compensation Committee also passed a number of resolutions in lieu of holding meetings during 2021.2023. The Compensation Committee operates under a written charter adopted by the Board of Directors in April 2017.charter. A copy of such charter is available through our website at www.nexstar.tv. The information contained on or accessible through our website does not constitute a part of and is not incorporated by reference into this Proxy Statement. All three members of the Compensation Committee are “independent” as that term is defined in the NASDAQ Stock Market Marketplace rules.independent. For more information regarding the Compensation Committee, please refer to the “Compensation Committee Report” in this Proxy Statement.
Nexstar Media Group, Inc. | 14 | 2024 Proxy Statement |
Corporate Governance
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 oversee Nexstar’s relationship with its independent registered public accounting firm, to evaluate the Company’s risks, including cybersecurity matters and 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.Directors. The Audit Committee met fourfive times during 2021.2023. All three members of the Audit Committee are “independent” as that termindependent. The Chair of the Audit Committee is defined inMr. Geoff Armstrong who the NASDAQ Stock Market Marketplace rules. The Board of Directors has determined that Mr. Geoff Armstrong, who served as Chair of the Audit Committee since October 20, 2020, is an “audit committee financial expert” in accordance with the applicable rules and regulations of the United States Securities and Exchange Commission (the “SEC”).SEC. The Audit Committee operates under a written charter adopted by the Board of Directors in April 2017.charter. A copy of such charter is available through our website at www.nexstar.tv. The information contained on or accessible through our website does not constitute a part of and is not incorporated by reference into this Proxy Statement. For more information regarding the Audit Committee, please refer to the “Audit Committee Report” in this Proxy Statement.
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Corporate Governance
Nominating and Corporate Governance Committee
The purpose of the Nominating and Corporate Governance Committee is to determine the minimum qualifications and skills that director nominees must possess based on the composition, size and needs of the Board of Directors, identify individuals qualified to serve on Nexstar’s Board of Directors, review any stockholder nominees for the Board of Directors, if any, 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.committees, and establish of guidelines for removal of directors. The Nominating and Corporate Governance Committee, together with the Compensation Committee, also reviews succession planning. The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board of Directors in April 2017.charter. A copy of such charter is available through our website at www.nexstar.tv. The information contained on or accessible through our website does not constitute a part of and is not incorporated by reference into this Proxy Statement. All three members of the Nominating and Corporate Governance Committee are “independent” as that term is defined in the NASDAQ Stock Market Marketplace rules.independent. The Nominating and Corporate Governance Committee met once during 2021 because all material committee issues were discussed by the full Board of Directors during executive sessions. Our Nominating and Corporate Governance Committee will consider stockholder nominees for the Board of Directors (see “Stockholder Proposals for the 2023 Annual Meeting” under “Other Information” in this Proxy Statement).2023.
Additional Information Concerning the Board of Directors
During 2021,2023, the full Board of Directors met fivefour times. As summarized in the table below, each incumbent director attended 100%at least 80% of the total number of meetings of the Company’s Board of Directors and committees of the Board of Directors on which they serve.
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| Meetings Attended |
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| Full Board(1) |
| Compensation |
| Audit |
| Nominating and |
| Total |
| Overall |
Perry A. Sook |
| 5 |
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| 5 |
| 100% |
Geoff Armstrong |
| 5 |
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| 5 |
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| 10 |
| 100% |
Bernadette S. Aulestia |
| 4 |
| 8 |
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| 12 |
| 92% |
Dennis J. FitzSimons |
| 5 |
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| 5 |
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| 10 |
| 100% |
Jay M. Grossman |
| 4 |
| 8 |
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| 12 |
| 92% |
C. Thomas McMillen |
| 5 |
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| 1 |
| 6 |
| 100% |
Lisbeth McNabb |
| 5 |
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| 5 |
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| 10 |
| 100% |
John R. Muse |
| 5 |
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| 5 |
| 83% |
I. Martin Pompadur |
| 5 |
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| 1 |
| 6 |
| 100% |
Tony Wells(5) |
| 2 |
| 3 |
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| 5 |
| 100% |
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| Meetings Attended |
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| Full Board |
| Compensation Committee(1) |
| Audit Committee(2) |
| Nominating and Corporate Governance Committee(3) |
| Total |
| Overall Attendance |
Perry A. Sook |
| 5 |
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| 5 |
| 100% |
Geoff Armstrong |
| 5 |
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| 4 |
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| 9 |
| 100% |
Bernadette S. Aulestia |
| 5 |
| 2 |
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| 7 |
| 100% |
Jay M. Grossman |
| 5 |
| 2 |
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| 7 |
| 100% |
Dennis A. Miller |
| 5 |
| 2 |
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| 7 |
| 100% |
John R. Muse |
| 5 |
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| 1 |
| 6 |
| 100% |
I. Martin Pompadur |
| 5 |
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| 1 |
| 6 |
| 100% |
Dennis J. FitzSimons |
| 5 |
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| 4 |
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| 9 |
| 100% |
C. Thomas McMillen |
| 5 |
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| 1 |
| 6 |
| 100% |
Lisbeth McNabb |
| 5 |
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| 4 |
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| 9 |
| 100% |
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Nexstar Media Group, Inc. |
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Corporate Governance
The Board of Directors has not adopted a formal policy with regard to director attendance at the annual meeting of stockholders because fewer than ten non-management stockholders attended our 2021 Annual Meeting of Stockholders in virtual-only format.stockholders. Mr. Sook attended and presided over the 2021 virtual2023 Annual Meeting of Stockholders.
The Nominating and Corporate Governance Committee determines the minimum qualifications that Director nominees must 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 or need for a new directorship arises. The nomination procedures include the review of stockholder nominations for candidacy to the Board of Directors. If it is determined that an additional nominating policy would be beneficial to Nexstar, the Board of Directors may in the future adopt an additional nominating policy.
The Nominating and Corporate Governance Committee reviews the succession planning with the Compensation Committee, reviews of the desirability of term limits of the Board of Directors and establishment of guidelines for removal of directors.
There is no formal policy governing how diversity is considered in the makeup of the Board of Directors and the selection of its members. The Nominating and Corporate Governance Committee defines Board diversity broadly to mean that the Board of Directors 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.
If it is determined that additional governance policies, other than the ones set forth by the Nominating and Governance Committee, would be beneficial to Nexstar, the Board of Directors may in the future adopt such additional policies.
As required by the rules and regulations of the NASDAQ Stock Market, we are required to maintain a majority of independent Directorsdirectors on the Board of Directors and to have the compensation of our executive officers and the nomination of Directors bedirectors are determined by independent Directors. Our Board of Directors meets these standards.directors.
We are committed to regularly and actively engaging with our investors to ensure that their perspectives on corporate governance and other issues are thoughtfully considered. In the first quarter of 2022,2024, we contacted our 27 largest stockholders as reported to the SEC (including 26 non-affiliated institutional investors and one affiliated investor) in connection with year-end 2023 filings for our institutional investors, representing an estimated 73% of our shares outstanding as of December 31, 2023, to offer a call with members of senior management with support from JCIR,as well as a third-party consultant, targetedmember of the Company’s top 24 non-affiliated institutional investorsCompensation Committee of the Board of Directors (as schedules permitted) to discussreview the Company’s ongoing corporate governance, social responsibility and environmental activities (hereinafter collectively referred to as “ESG”) as well as any other issues important to stockholders. The targeted 24 non-affiliated institutional investors had a combined voting authority ofStockholders representing approximately 24.3 million shares, or approximately 59%48% of the shares held by our top 27 stockholders participated in calls (with one participating in an ad hoc call regarding these topics in October 2023). We report the results of our annual stockholder outreach initiative to the Company’s Board of Directors, and the Board of Directors and management review and use the results to inform future ESG initiatives.
Based on prior calls and our own initiatives, we continue to further improve our corporate governance and other social and environmental policies and activities, including:
Nexstar Media Group, Inc. | 16 | 2024 Proxy Statement |
Corporate Governance
The feedback we received on the calls this year was positive about the Company’s ongoing progress on its ESG initiatives. In particular, stockholders commented that they were pleased with the ongoing progress of Board diversity, the declassification of the Board, the new policy regarding separation of Chairperson and Chief Executive Officer, and our general stockholder-friendly structure of a single class of voting sharesstock. Certain stockholders commented that they would like to see increased gender diversity on our Board of NexstarDirectors and would like to see the Board of Directors appoint a Lead Independent Director while the Chairperson and the Chief Executive Officer are the same and/or the Chairperson is not independent. We discuss the Board of Director’s desire not to appoint a Lead Independent Director in the section entitled Board Leadership Structure.
Executive Compensation
Stockholder Feedback
In 2023, our advisory vote on executive compensation passed with stockholders representing 68% of the total voting “for” the compensation proposal. In connection with our annual stockholder outreach calls we asked our stockholders for their perspectives of our executive compensation plan. Summary feedback that was mentioned by more than one stockholder regarding our executive compensation plan was as follows:
Company Response
The Company and the Compensation Committee of its Board of Directors will evaluate the stockholder feedback regarding executive compensation in connection with its plans regarding future executive contracts and contract renewals. The following sets forth the Company’s historical executive compensation practices related to the areas highlighted by our stockholders and our rationale.
The Company grants both time-based and performance-based restricted stock units to its executives. Of the 24 institutional investors, conference calls were conducted with 15 who collectively held a combined voting authorityexecutives that receive performance-based restricted stock units (“PSUs”), those that are responsible for certain operations of 15 million shares, the business (e.g. our President, Broadcasting, our President, Networks, our President, Distribution and Strategy and our Executive Vice President and Chief Revenue Officer), PSU vesting is conditioned upon the operating performance of their respective units attaining revenue and/or approximately 37%EBITDA goals. For those executives that have responsibility across the entire Company (e.g. our Chief Executive Officer and our Executive Vice President and Chief Financial Officer), PSU vesting is based upon the Company’s stock performance relative to the peer group, the TSR. The Company believes that the TSR encompasses all of the elements of how well management is performing as it takes into consideration the stockholder’s perception of the Company’s voting shares. operating performance, future prospects and capital allocation as compared to its peer set. We believe that a one-year TSR measurement is appropriate as the Company sets its specific goals on an annual basis in connection with its budgeting process. Moreover, excluding the CEO, for those executives whose PSU vesting is based on TSR or other operating metrics as described above, the PSUs typically vest ratably over a four-year period, with the TSR or other operating metric tested each year, so effectively, the PSU vesting is based on four-year performance of the Company.
Nexstar Media Group, Inc. | 17 | 2024 Proxy Statement |
Corporate Governance
The remaining nine institutional investors, who collectively held approximately 22%CEO’s PSUs vest over a two-year period which we believe is appropriate as the CEO’s current three-year employment contract extends only through March 2026. The two-year vesting aligns with the time frame under which he is in his current position and can affect results. In addition, the two-year vesting mirrors the Company’s two-year cycle of election and non-election years which impacts the Company’s revenue and EBITDA. Further, we note that in 2023, 90% of the CEO’s compensation was “at risk”, meaning it was subject to performance of the Company’s voting shares, either did not require ESG calls, did not respondoperations or stock price.
For more information about the Company’s executive compensation structure, components and philosophy please refer to our invitations- “Compensation Discussion and Analysis”.
Active Investor Relations Function
We maintain an active and accessible investor relations function. In 2023, we participated in 19 investor conferences and organized group investor meetings and met with over 610 investors in total at these meetings. In addition, we maintain an active dialogue with research analysts and investors on an ad hoc basis throughout the year.
Succession Planning
Senior management, together with the Nominating and Governance and Compensation Committees of the Board of Directors, is responsible for an ESG call or do not engage with company management about ESG matters. Oursuccession planning. Over the past several years, we hired a number of senior executives to replace retiring executives and position Nexstar for the future. These include:
To aid in the transition of these conference callspositions, we have typically had a period of overlap between the outgoing and discussed matters on ESGincoming executives and/or retain the outgoing executive pursuant to a limited consulting arrangement.
We regularly review our management structure and other corporate governance matters. The Chairperson ofsuccession plan in the Company’s Compensation Committee participated on calls with seven of the Company’s 15 largest institutional investors representing approximately 27% of Nexstar voting shares.ordinary course.
The majority of the investors commented positively on the opportunity to directly discuss with management the Company’s initiatives on ESG and other items of importance to them. Common themes expressed by the surveyed stockholders were an appreciation for the work of the Company’s executives related to capital allocation, operating performance of the Company and the returns generated for stockholders. The investors also provided positive feedback on our commitment to good governance.
Nexstar Media Group, Inc. |
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Corporate Governance
Below is a summary of the recurring recommendations we received through our 2022 outreach involving ESG and our responses:
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Corporate Governance
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Board of Directors Leadership Structure
Nexstar believes in a strong Board of Directors possessed of deep experience in the technology, media and telecom space that assists in formulating the company’s long-term strategy, advises on potential mergers and acquisitions, and seeks to maximize stockholder value. The Company fosters an environment of strict financial accountability and has policies, procedures, and controls in place to safeguard the Company’s financial performance.
The Board of Directors has the responsibility for selecting the appropriate leadership structure for itself and for the Company. In making leadership structure determinations, theThe Board of Directors considers many factors, including the specific needs of the business and the best interests of the Company’s stockholders.stockholders in determining the most appropriate structure for itself and the Company. Our current Board of Directors leadership structure is comprised of a combined ChairmanChairperson of the Board and Chief Executive Officer and Board committees comprised of only independent Directors.directors. The Board of Directors believes that Mr. Sook’s service in thisthe combined Chairperson and Chief Executive Officer role is in the best interest of both the Company and its stockholders. As of December 31, 2023, Mr. Sook is the Company’s third largest shareholder. He has a vast knowledge of television broadcasting and is seen as a recognized leader in this industry. He understands the opportunities for and issues facing the Company and by serving in this dual role he is able to effectively focus the Board of Director’s attention on these matters. In histhis combined capacity, he can speakspeaks clearly with one voice in addressing the Company’s various stakeholders such as customers, suppliers, employees, and the investing public.
All of the Company’s directors, except for the Chairman, are independent. The Board of Directors has not found the need to designatedesignated one of the independent Directorsdirectors as a “lead independent director” because each independent Directordirector is fully and effectively involved in the activities and issues relevant to the Board of Directors and its committees. The independent directors doprefer not wish to place one individual between themselves and the Chairman of the Board and Chief Executive Officer and other management as they believe this will diminish their active engagement. The independent Directors have repeatedly demonstrateddirectors continually demonstrate the ability to exercise their fiduciary responsibilities in deliberating issues beforeto the Board of Directors and makingmake independent decisions. Under NASDAQ Listing Standards,Rules, our independent Directorsdirectors are Messrs. Armstrong, Grossman, Pompadur, Miller, Muse, FitzSimons, McMillen, Pompadur and McMillenWells and Mses. Aulestia and McNabb.
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Corporate Governance
As described more fully in the “Risk Factors” section to the Company’s Annual Report on Form 10-K, the Company’s management and Board of Directors manage a variety of internal and external risks. The Board of Directors plays a vital role in managing the risks facing our Company.
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 changes in our work environment as a result of the COVID-19 pandemic could also impact the security of our systems, as well as our ability to protect against attacks and detect and respond to them quickly. The rapid adoption of some third-party services designed to enable the transition to a remote workforce also may introduce security risk that is not fully mitigated prior to the use of these services. We may also be subject to increased cyber-attacks, such as phishing attacks by threat actors using the attention placed on the pandemic as a method for targeting our personnel. We may face additional cyber-attacks as threat actors use supply chain or third-party attacks as a method for penetrating our computer systems. The results of these incidents could include, but are not limited to, loss of data, business interruption, disclosure of nonpublic information, decreased advertising revenues, misstated financial data, liability for stolen assets or information, need to pay ransom, 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 Cybersecurity 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, and intrusion detection systems.
Nexstar Media Group, Inc. |
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Corporate Governance
Environmental, Social, and Governance Principles and Actions
Our Board of Directors, through its Committees, evaluates and oversees risk areas related to ESG. This includes oversight of the Company’s overall ESG reporting, and the development of policies and programs to achieve short-term and long-term ESG objectives.
Corporate Social Responsibility
We strive 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. We also 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 stockholder value and delivering exceptional service to our communities.
Our Board of Directors, through its Committees, evaluatescore beliefs and oversees risk areas related to ESG. This includes the Company’s overall Corporate Social Responsibility reporting as well as development of policies and programs needed to achieve short-term and long-term objectives. In 2020 and 2021, the Company pursued various new and ongoing initiatives related to community involvement, human capital management, (including its launch of the Diversity & Inclusion Council and Mentorship Program), as well as efforts to reduce energy consumption.
From our founding, Nexstar’s mission has been to provide trustworthy, unbiased journalism while upholding the principles of localism and diversity. Our television stations have been, are and will remain local service businesses dedicated to enriching our communities through multiple platforms of news and entertainment, successful marketing solutions and most importantly through active engagement, sponsorship and community participation. We understand that operating a media business is, in many ways, a form of public trust, and that we must be responsible and accountable stewards of it. To that end, we have adoptedinternal policies and procedures we have put in place over many years provide the framework for our continuing efforts to promote ethical practices, fairness, and transparency inalign the conduct of our business and to demonstrate our commitment tocompany with sound ESG principles.practices. We are in the process of aligning our ESG efforts with the framework of the Sustainability Accounting Standards Board (SASB), a market standard for investor-focused sustainability disclosure, both for the purposes of focusing our ESG efforts and guiding our disclosuremindful of our ESG performance.
At Nexstar,priorities and recognize that pursuing alignment with our ESG principles is an ongoing mission. process.
The following are the summary of our key ESG and selected highlights:
Environmental | Social | Governance | |
Key Principles: | • Limit our impact on the environment | • Fact-based, unbiased journalism • Community involvement • Diversity, equity and inclusion | • Maximize stockholder value • Provide opportunities for stockholders to make their opinions known • Diversity, equity and inclusion |
Selected Highlights: | • We believe the core business of television broadcasting already has a minimal impact on the environment • Ongoing process of collecting data to measure our environmental impact • Plan to comply with SEC reporting requirements to enhance and standardize climate-related disclosures | • Validated, unbiased content at local level, NewsNation and The Hill by third party watchdog groups • Community involvement by each of our stations • Focus on treating employees fairly and ethically, and fostering positive work environments • Dedicated diversity, equity and inclusion programs, hiring practices and mentorships | • Single class of stock (unlike many public media companies) • Almost entirely independent Board of Directors (90% are independent) • Annual elections for every director • Policy to separate chair and CEO when Perry Sook leaves the Company and the Board • Improving Board diversity (e.g. 20% of directors are women, and 20% are ethnically diverse) with ongoing search to replace Martin Pompadur • Active and accessible investor relations function with annual stockholder outreach |
Nexstar Media Group, Inc. | 20 | 2024 Proxy Statement |
Corporate Governance
Environmental
We endeavor to limit our impact on the environment. We monitor and, as applicable, prepare for relevant regulatory developments, such as the climate-related disclosure rules adopted by the SEC on March 6, 2024 and the California climate-related disclosure laws enacted in 2023. We believe our carbon footprint is small.
Nexstar regularly looks for ways to reduce its overall carbon footprint and mitigate its impact on the environment, including:
Social
We are committed to treating employees fairly and promoting a positive work environment. We are also committed to diversity, equity, and inclusion across the workforce.
Human Capital
Compensation and Employee Benefits
We believe our employee wages are competitive and consistent with employee positions, experience, knowledge and location. Annual wage increases and incentive payments are based on merit and are communicated to employees as a part of the annual review process.
We offer our employees a broad range of company-paid benefits which we believe are competitive with others in our industry, including (i) medical, behavioral health, dental and vision insurance, (ii) paid sick leave and vacation, (iii) 401(k) plan and company match, (iv) paid holidays, (v) paid parental leave, (vi) short-term disability and supplemental long-term disability insurance, (vii) basic and supplemental term life and accidental death and dismemberment insurance, (viii) an employee assistance program that provides employees with access to mental health counseling, child and elder care referrals, legal/financial consultation, among other services, and (ix) other optional benefits including accident, critical illness, hospital indemnity, ID shield, legal shield.
Career Development
With markets ranging from small to large to national, we offer a broad range of opportunities for every level, including for those who are just starting their broadcasting career or are ready to move to a larger market or onto the national stage. Our market diversity allows us to give our employees room to grow and progress in their careers. Our management team supports a culture of developing future leaders from our existing workforce, enabling us to promote from within for many leadership positions. As of December 31, 2023, our annual voluntary retention rate for employees was approximately 82%.
Nexstar Media Group, Inc. | 21 | 2024 Proxy Statement |
Corporate Governance
Training and Mentorship
We are committed to developing the talents of our employees and provide our employees workplace training. Our catalog of courses includes harassment prevention, diversity/equity/inclusion, ethics, managing bias, supervisor/manager skills, and health-related safety. In addition, we have a mentorship program that matches mentors and mentees across the company and provides the pairs with a 12-topic curriculum covering skills such as communications, networking, work/life balance, and goal setting. Selected Nexstar employees also
participate in annual training to ensure understanding of antitrust laws and how they apply to Nexstar and media sales training program provided by The Center for Sales Strategy, a third-party vendor.
Safety and Wellbeing
We are committed to providing a safe and healthy workplace for our employees. All employees are required to comply with our safety rules and are expected to actively contribute to making our company a safer place to work. Employees must immediately report accidents, injuries, and unsafe equipment, practices or conditions to a supervisor or other designated person. Threats or acts of violence or physical intimidation are prohibited and subject to disciplinary action up to and including termination of employment. The Company has long-standing policies designed to ensure safety in the early stagesworkplace, and we require all employees to biannually participate anti-harassment, diversity, and bias training beyond that which is mandated by law.
Our Employee Assistance Fund (EAF) is a way for Nexstar employees to help their colleagues in times of integrating ESG considerations intoneed. The EAF is entirely employee-funded, and intended for use by employees who are experiencing a financial setback due to, for example, natural disaster such as hurricanes or wildfires, or health emergencies, or domestic abuse.
Diversity, Equity and Inclusion (“DEI”)
We are committed to diversity, equity and inclusion across our media businessesworkforce at all levels. We have dedicated DEI programs, hiring practices and devotingmentorship opportunities which we continue to work to extend across our entire workforce. We believe a diverse workforce fosters innovation and cultivates an environment of unique perspectives. We encourage a culture of diversity and inclusion so our employees feel respected and do not feel discriminated against. Nexstar believes that diversity, equity and inclusion in the time, energy,workplace is an ongoing issue in need of constant attention and resources necessaryimprovement, and that a diverse and welcoming culture is essential to keep ESG atachieving success.
Oversight and Accountability
While all Nexstar employees have a role to play in fostering diversity, equity and inclusion within the forefrontworkforce, Nexstar’s Chief Diversity Officer helps ensure accountability in achieving our related goals. Annual performance reviews include an assessment of how well our television station general managers and business unit leaders meet certain diversity objectives. A portion of our thinking. general managers’ bonuses is tied to achieving such objectives in their markets and/or business units. Nexstar’s Diversity, Equity, and Inclusion Council (The DE&I Council), comprised of ten members, including employees of varying levels of responsibility, helps oversee the company’s diversity efforts, solicit employee feedback, and advise its leadership team about ways to support diversity in the workplace.
Recruiting
We have alwayswork with a number of diversity-focused broadcasting professional organization to help access talent pools with diverse backgrounds and continueexperiences. These organizations include, among others: The Asian American Journalism Association, T. Howard Foundation, The National Association of Black Journalists, The National Association of Hispanic Journalists, The NLGJA: The Association of LGBTQ Journalists.
Nexstar Media Group, Inc. | 22 | 2024 Proxy Statement |
Corporate Governance
Employee Resource Groups
Nexstar has established several Employee Resource Groups (Ladies of Nexstar, African American Trailblazers, Pride Nation, Veterans Network, Asian Alliance, Lideres de Nexstar) designed to firmly believe that ESG is good for businessbring together employees of similar cultures, backgrounds, and good for Nexstar.interests, and others who wish to support them.
2023 Nexstar Employee Composition by Ethnicity and Gender
The componentstable below reflects the demographics of the most recent census of 13,294 total employees, including 2,851 management employees as of December 31, 2023, in comparison to national averages sourced from the 2020 United States Census Bureau population. As of December 31, 2023, approximately 41% and 39% of our corporate social responsibility includeemployees and our management (as defined in our EEO-1 report, managers and above), respectively, were women; and in the following:U.S., approximately 26% and 18% of our employees and our management, respectively, were racially/ethnically diverse.
Board Leadership Structure, Board Qualifications, Ethics, Risk Oversight, and Stockholder Outreach
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| Managers and Above |
| All Employees |
| National Average |
Ethnicity: |
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White or Caucasian |
| 74.8% |
| 68.2% |
| 60.1% |
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African American |
| 7.4% |
| 11.0% |
| 12.2% |
Hispanic |
| 6.0% |
| 9.4% |
| 18.2% |
Asian |
| 2.8% |
| 2.7% |
| 5.6% |
Middle Eastern or North African |
| 0.0% |
| 0.1% |
| N/A |
American Indian |
| 0.3% |
| 0.4% |
| 0.6% |
Pacific Islander |
| 0.4% |
| 0.4% |
| 0.2% |
Two or More |
| 1.3% |
| 2.1% |
| 2.8% |
Racially/Ethnically Diverse |
| 18.2% |
| 26.1% |
| 39.6% |
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Undisclosed/Unknown |
| 7.0% |
| 5.7% |
| 0.3% |
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| 100.0% |
| 100.0% |
| 100.0% |
Gender: |
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Male |
| 61.1% |
| 58.6% |
| 49.2% |
Female |
| 38.8% |
| 41.1% |
| 50.8% |
Wish to decline |
| 0.1% |
| 0.3% |
| — |
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| 100.0% |
| 100.0% |
| 100.0% |
Refer to separate sections under “CORPORATE GOVERNANCE.”
Nexstar Media Group, Inc. | 23 | 2024 Proxy Statement |
Corporate Governance
Product
Nexstar prides itself in
We are committed to producing local and national news content that is fact-based, unbiased, and meets the highest standards of journalistic integrity. We aimIn 2023, Nexstar received more than 500 awards for outstanding journalism and continued to produce fact-based and unbiased content and believe that our high standards ofbe recognized for it’s journalistic integrity, enable us to developboth locally and maintain a trusted relationship with our audiences which keeps them engaged. nationally. These awards include:
We
Data Privacy and the journalists we employ have received many awards acknowledging our excellence in journalism. In 2021, these awards included 2 National Murrow Awards and 47 Regional Murrow Awards (Murrow awards recognize local and national news stories that uphold the Radio Television Digital News Association (“RTDNA”) Code of Ethics, demonstrate technical expertise and exemplify the importance and impact of journalism as a service to the community), 121 local Emmy Awards and 221 State Broadcasting Awards and 100 other awards including a Gracie Award (which recognizes achievement by women), Press Club awards, various public service awards and “best of” awards. Security
In addition, our national cable news network, NewsNation, was founded on the premise of creating an unbiased news network and has been recognized by media watchdog organizations for its trustworthiness and lack of bias. In January 2022, for example, AdFontes Media placed NewsNation in the middle, top portion of “The Media Bias Chart,” which indicates that NewsNation’s reporting is “Mostly Analysis or Mix of Fact Reporting and Analysis” and its bias is “Middle”. In March 2022, NewsGuard gave NewsNation a “Trust Score” of 100, the highest rating of any cable network. In March 2022, AllSides rated NewsNation’s online property as “Center” for media bias.
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Corporate Governance
The Company has adopted a number of policies to help us in our mission to produce fact-based and unbiased content that adheres to the highest standards of journalistic integrity. These policies include guidelines around ensuring accuracy, news guidelines, involvement in politics, use of third-party video and requests for corrections/retractions.
Consumer Privacy
We respect our audience and customers by utilizing what we consider to be industry best practices to protect consumer privacy and personally identifiable information.
We restrict all first party collected data from the sale to third parties.
In the Company’s linear television operations, we believe there is minimal consumer risk because the audience data is considered industry standardized and accepted research and such advertising remains non-targeted and broadcast across the spectrum of the broadcast signal.
The Company’s digital operations are focused on the safety and security of theour own and our customer and consumer data. We do not sell first-party collected data and providing itsto third parties.
Linear Operations
We believe there is minimal consumer risk, as our broadcast television advertising does not involve direct collection of Personally Identifiable Information.
Digital Operations
We provide our consumers and advertising clients with transparency and control over their data by providing a transparentdata. Our privacy policy withincludes specific detail on how it collects, shareswe collect, share and usesuse customer data. For example,Our privacy policy can be found on our website: https://www.nexstar.tv/privacy-policy/. The information contained on or accessible through our website does not constitute a part of and is not incorporated by reference into this Proxy Statement.
Cybersecurity
We recognize the Company gives consumersimportance of maintaining the confidence and trust of our customers, suppliers, employees, audience, and communities by maintaining our data and information on their rights concerning their data suchsecurity. Our day-to-day cybersecurity efforts are led operationally by our Chief Technology and Digital Officer and Senior Vice President, Technology who have over 10 and 25 years, respectively, of networking and information technology management or executive experience, and oversee a team of in-house cybersecurity specialists. Our Cybersecurity Committee, comprised of representatives from key management groups including accounting, finance, legal, internal audit, and information technology, also supports our cybersecurity efforts. As part of its role as how they can delete their cookiesindependent oversight of the key risks facing Nexstar, the Board itself and or opt-out of interest-based advertising, as well as waysthrough its Audit Committee devotes regular and thorough attention to contact the Company with questions or concerns in compliance with privacy laws.our cybersecurity risk.
Nexstar Media Group, Inc. | 24 | 2024 Proxy Statement |
Corporate Governance
We embrace the communities in which we operate and pride ourselves on our community engagement.
Every station is taskedservice with serving its local community through service on non-profit boards, sponsorshiporganizations, charitable sponsorships and donations, and outreach to those in need.
On a company-wide basis, we engage in a variety of community organizations, promotioninitiatives each year, including:
Caring:Nexstar’s Founder’s Day of Caring occurs each year onin June. Staff members across the date of the Company’s founding, where station staff memberscompany receive paid time offtime-off for volunteer work in their communities. The choice of which organizations to support is made at the local level, and covercovers a wide range of organizations.charities and social service agencies. In 2021, our Founder’s Day initiatives provided 15,1982023, 5,700 Nexstar employees across the company volunteered more than 17,500 hours of serviceservices at 240 charitable organizations.
The Nexstar Charitable Foundation awards approximately $350,000 in grants each year to charitable and non-profit organizations serving the communities in which we operate.
Our stations partner with the Red Cross to solicit donations to assist victims affected by natural disasters in the communities we serve.
Remarkable Women:Nexstar’s “Remarkable Women” initiative celebrates local women who inspire, lead, and pave the way for other women to succeed. Each year’s winner is selected from a pool of nominees takenfrom across each of Nexstar’s 116 markets,and its partners’ 117 markets. The winner is announced during an hour-longa special program aired nationallyairing on NewsNation and in each of Nexstar’s markets and awarded a $5,000 contribution from Nexstar$10,000 to contribute to the charitable organizationsorganization(s) of her choice.
In January 2021,Project Roadblock: Each year, Nexstar’s television stations participate in “Project Roadblock,” a national multiplatform program aimed at preventing drunk driving. Sponsored by the Television Advertising Bureau, The NTHSA, and The Ad Council, Nexstar announced a comprehensive multi-year partnership with Feeding America®, the nation’s largest domestic hunger relief organization, which included a commitment toTV stations donate $2 million in television air-timeairtime and financial supportnews coverage to the organization through 2023, encouraging employees to volunteer their time and effortissue.
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Corporate Governance
Human Resource Management; Workforce Diversity, Equity, and Inclusion
Our guiding principle is to foster work environments that provide personal pride through job satisfaction and a balanced life.
We strive to treat our employees fairly and ethically; encouraging every individual’s contributions and personal growth. In addition, we seek to foster our employees’ well-being through safe work environments, open communications, company sponsored employee assistance programs, financial support to employeesnatural disasters in times of natural disaster (e.g., hurricanes and tornados), and encouragement to participate in health initiatives. Examples of our actions include the following:
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We seek to hire a diverse workforce that is representative of the communities we serve.
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Corporate Governance
We value diversityNexstar Charitable Foundation: The Nexstar Media Charitable Foundation awards approximately $350,000 in grants each year to charitable and have made a commitment to creating a diverse, innovative and creative workforce to power our stations. We strive to foster a culture of diversity and inclusion, so all of our employees feel respected and no one feels discriminated against. We believe a diverse workforce fosters innovation and cultivates an environment of unique perspectives. We have established several internal committees and groups and undertaken a number of initiatives focused on furthering these objectives:
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We seek to measurenon-profit organizations serving the effectiveness of our human resource management and diversity initiatives. To that end, Nexstar has invested in new analytic software technology that we plan to roll out in the second half of 2022 to enable us to survey our organization to identify areas where we are doing well and areas of opportunity with respect to our human resource management and workforce diversity. In addition, we envision that the new technology will enable us to identify trends in hiring and terminations.
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Corporate Governance
Employee Diversity
The table below reflects the demographics of most recent census of 12,641 total employees, including 180 management employees (vice presidents and above) as of December 31, 2021 in comparison to the national averages sourced from the 2020 United States Census Bureau population. As of December 31, 2021, approximately 41% and 26% of our employees and our management, respectively, were women; and approximately 26% and 13% of our employees and our management, respectively, were racially/ethnically diverse.
Concurrent with this filing, we have made available our 2020 EEO-1 data and will make available on our website the 2021 EEO-1 data regarding our employee composition when it is available later this spring/summer.
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| Management |
| All Employees |
| National Average |
Ethnicity: |
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African American |
| 2.2% |
| 10.9% |
| 12.2% |
American Indian |
| 1.7% |
| 0.4% |
| 0.6% |
Asian |
| 1.1% |
| 2.6% |
| 5.60% |
Hispanic |
| 5.5% |
| 9.2% |
| 18.2% |
Pacific Islander |
| 1.1% |
| 0.4% |
| 0.2% |
White or Caucasian |
| 86.7% |
| 73.9% |
| 60.1% |
Two or More |
| 1.1% |
| 2.0% |
| 2.8% |
Undisclosed |
| 0.6% |
| 0.6% |
| 0.3% |
|
| 100.0% |
| 100.0% |
| 100.0% |
Gender: |
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Female |
| 26.1% |
| 41.1% |
| 50.8% |
Male |
| 73.9% |
| 58.8% |
| 49.2% |
Wish to decline |
| — |
| 0.1% |
| — |
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| 100.0% |
| 100.0% |
| 100.0% |
We value our employees and are committed to providing a safe and healthy workplace. All employees are required to comply with our safety rules and are expected to actively contribute to making our company a safer place to work. In response to COVID-19, we implemented remote working for many of our employees. Our work locations developed and implemented their own plans for staffing during the pandemic, with a focus on reducing headcounts within our facilities to reduce the risk for those employees whose job functions could not be performed remotely, and in compliance with applicable state and local safety requirements and protocols. Currently, a majority of our workforce have returned to working in a facility under strong safety protocols. In allowing additional employees to return to our facilities, we considered and continue to consider guidance from the Centers for Disease Control, other health organizations, federal, state and local governmental authorities, and our customers, among others. We are committed to taking robust actions to help protect the health, safety and well-being of our employees, to support our suppliers and local communities and to continue to serve our customers.
The Company is committed to operating in an ecologically friendly manner. Nexstar is currently developing evaluation processes to more adequately track our current power consumption levels in order to thoughtfully map a plan for reducing our overall power consumption and increasing our use of sustainable power. Additionally, we regularly look for ways in which we can reduceoperate.
In addition to our overall carbon footprint by becomingcompanywide community initiatives across our more efficient. Some of our currentthan 200 owned or partner stations in 117 markets, Nexstar is actively involved in more than 1,775 community outreach initiatives include replacing lightingeach year. Nexstar and transmission equipmentits partner stations work with more efficient equipment that consumes less power.local community groups to increase awareness, raise money and otherwise assist these local groups with their missions. Stations run promotions and air content related to the initiative and station employees participate in local events.
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Corporate Governance
Code of Ethics and Anti-Corruption Policy
The Board of Directors adopted a Code of Ethics that applies to our executive officers and Directors,directors, and persons performing similar functions. The Code of Ethics promotes honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, promotes full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by Nexstar, and promotes compliance with all applicable rules and regulations that apply to Nexstar andby 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, which is incorporated by reference into Nexstar’s Annual Report for the year ended December 31, 20212023 on Form 10-K filed with the SEC on February 28, 2022. In October 2017, we adopted an2024. Our Anti-Corruption Policy which supplements our Code of Ethics and provides detailed guidance to our employees on prohibited actions under anti-bribery and anti-corruption laws.
Nexstar Media Group, Inc. | 25 | 2024 Proxy Statement |
Corporate Governance
Compensation Committee Interlocks and Insider Participation
Each of
Bernadette S. Aulestia, who was appointed as a member of the Board and Compensation Committee on January 27, 2021, Dennis A. Miller and Jay M. Grossman and Tony Wells served on the Compensation Committee during 2021. Mr. Geoff Armstrong previously served on the Compensation Committee until his resignation from the Committee on January 27, 2021. During 2021, none2023. None of our Directors or executive officers serves, and we anticipate that no member of the Board of Directors or executive officers will serve,served as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any other companyentity that has one or more of its executive officers serving as a member of theour Board of Directors.or Compensation Committee.
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 certainlimited exceptions.
The insider trading policy prohibits directors, executive officers, employees in the accounting/accounting and finance departmentdepartments 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 exercisesexercise 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.
Effective January 1, 2018, our Board of Directors adopted
We have stock ownership guidelines for non-employee directors, Named Executive Officers and all other senior executives. Under thisThe stock ownership guidelines were established to promote a long-term perspective in managing the Company, and to help align the interests of our stockholders, executives and directors.
The policy (i) requires:
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)is the first January after such officer or director has been an officer or director for five (5) years. Thereafter, the compliance will beis evaluated once per year for shares owned as of December 31 of the preceding year. TheWe conducted an evaluation of shares owned as of December 31, 2023 by officers and directors who served more than five (5) years. All applicable directors and officers were in compliance with the stock ownership guidelines were establishedguidelines.
Nexstar Media Group, Inc. | 26 | 2024 Proxy Statement |
Corporate Governance
Clawback Policy
In October 2023, the Board approved Nexstar’s Clawback Policy which provides for the recoupment of certain incentive-based compensation in the event that the Company is required to promote a long-term perspectiveprepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the federal securities laws (the “Clawback Policy”).
The Clawback Policy requires covered executives to reimburse the Company, or forfeit, any excess incentive-based compensation “received” by such covered executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare the accounting restatement. The amount subject to recovery is the excess of the incentive-based compensation received (i.e. any cash or equity compensation that is granted, earned or vested) based wholly or in managingpart on the misstated financial reporting measure that results in the accounting restatement over the incentive-based compensation that would have been received had it been based on the restated results and must be computed without regard to any taxes paid. The Clawback Policy applies to all current and former executive officers of the Company and such other senior executives or employees who may be subject to help alignthis Clawback Policy. The Clawback Policy will only apply to incentive-based compensation received on or after October 2, 2023, the interestseffective date of Rule 5608 of the NASDAQ Rulebook. For more information, you can find a copy of our stockholders, executives and directors.Clawback Policy filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Nexstar Media Group, Inc. |
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Overview of Compensation and Procedures
Nexstar employees do not receive additional compensation for their services as Directors.directors. Accordingly, Mr. Sook serves on the Board of Directors without additional compensation. In 2021, eachJanuary 2023, the Board of Directors adopted an increase in non-employee director receiveddirector’s annual cash compensation of $80,000 for their services as a director.from $90,000 to $100,000 based on annual compensation review performed by our compensation consultant. Each non-employee director also received cash compensation of $15,000, $10,000 andor $10,000 for service in the Audit, Compensation or Nominating and Corporate Governance Committee, respectively. The Audit, Compensation and Nominating and Corporate Governance Committee respectively. The chairs of each of Audit, Compensation and Nominating and Corporate Governance Committee ChairpersonChairpersons received additional cash compensation of $12,500, $10,000 and $7,500, respectively. In 2023, each of our non-employee directors also received a retainer in the form of 750 restricted stock units as described in the tables below. Non-employee directors do not receive payments for their attendance at Board or Committee meetings. However, we continue to reimburse our directors for business related travel expenses.
20212023 DIRECTOR COMPENSATION TABLE
The following table sets forth information concerning compensation to each of our independent Directorsdirectors during the year ended December 31, 2021:2023:
|
| Fees Earned or |
| Stock Awards(1) |
| Total |
Geoff Armstrong |
| $127,500 |
| $120,584 |
| $248,084 |
Bernadette S. Aulestia |
| 110,000 |
| 120,584 |
| 230,584 |
Dennis J. FitzSimons |
| 115,000 |
| 120,584 |
| 235,584 |
Jay M. Grossman |
| 120,000 |
| 120,584 |
| 240,584 |
C. Thomas McMillen |
| 110,000 |
| 120,584 |
| 230,584 |
Lisbeth McNabb |
| 115,000 |
| 120,584 |
| 235,584 |
John R. Muse |
| 110,000 |
| 120,584 |
| 230,584 |
I. Martin Pompadur |
| 117,500 |
| 120,584 |
| 238,084 |
Tony Wells(2) |
| 55,000 |
| 128,579 |
| 183,579 |
|
| Fees Earned or Paid in Cash ($) |
| Option Awards ($) |
| Stock Awards(1) ($) |
| Total ($) |
Geoff Armstrong |
| $107,500 |
| $ — |
| $146,470 |
| $253,970 |
Bernadette S. Aulestia |
| 90,000 |
| — |
| 146,470 |
| 236,470 |
Dennis J. FitzSimons |
| 95,000 |
| — |
| 146,470 |
| 241,470 |
Jay M. Grossman |
| 90,000 |
| — |
| 146,470 |
| 236,470 |
C. Thomas McMillen |
| 90,000 |
| — |
| 146,470 |
| 236,470 |
Lisbeth McNabb |
| 95,000 |
| — |
| 146,470 |
| 241,470 |
Dennis A. Miller |
| 100,000 |
| — |
| 146,470 |
| 246,470 |
John R. Muse |
| 90,000 |
| — |
| 146,470 |
| 236,470 |
I. Martin Pompadur |
| 97,500 |
| — |
| 146,470 |
| 243,970 |
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Nexstar Media Group, Inc. | 28 | 2024 Proxy Statement |
Compensation of Directors
The aggregate option awards outstanding and unvested stock awards for each director as of December 31, 20212023 were as follows (in shares):
|
| Option Awards Outstanding(1) |
| Unvested | |||
|
| Vested |
| Unvested |
| Stock Awards | |
Geoff Armstrong |
| — |
| — |
| 1,375 | (2)(3) |
Bernadette S. Aulestia |
| — |
| — |
| 750 | (2) |
Dennis J. FitzSimons |
| — |
| — |
| 1,375 | (2)(3) |
Jay M. Grossman |
| — |
| — |
| 1,375 | (2)(3) |
C. Thomas McMillen |
| 10,000 |
| — |
| 1,375 | (2)(3) |
Lisbeth McNabb |
| — |
| — |
| 1,375 | (2)(3) |
John R. Muse |
| — |
| — |
| 1,375 | (2)(3) |
I. Martin Pompadur |
| — |
| — |
| 1,375 | (2)(3) |
Tony Wells |
| — |
| — |
| 750 | (4) |
|
| Option Awards Outstanding |
| Unvested | ||
|
| Vested |
| Unvested |
| Stock Awards |
Geoff Armstrong |
| — |
| — |
| 4,250 |
Bernadette S. Aulestia |
| — |
| — |
| 1,000 |
Dennis J. FitzSimons |
| — |
| — |
| 4,250 |
Jay M. Grossman |
| 20,000 |
| — |
| 4,250 |
C. Thomas McMillen |
| 10,000 |
| — |
| 4,250 |
Lisbeth McNabb |
| 13,500 |
| — |
| 4,250 |
Dennis A. Miller |
| 10,000 |
| — |
| 4,250 |
John R. Muse |
| 21,578 |
| — |
| 4,250 |
I. Martin Pompadur |
| — |
| — |
| 4,250 |
(1)
Nexstar Media Group, Inc. |
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The current executive officers of the Company are:
Name | Age | Nexstar Position | ||
Perry A. Sook |
| Chairman and Chief Executive Officer | ||
|
| President and Chief Operating Officer | ||
Lee Ann Gliha |
| Executive Vice President and Chief Financial Officer | ||
Andrew Alford |
| President, Broadcasting | ||
Sean Compton |
| President, Networks | ||
Dana Zimmer |
| President, Distribution and Strategy | ||
| 53 |
| ||
|
| Executive Vice President and Chief Technology and Digital Officer | ||
|
| Executive Vice President | ||
|
| Executive Vice President, | ||
|
| Executive Vice President and Chief Revenue Officer | ||
Gary Weitman | 67 | Executive Vice President and Chief Communications Officer |
Perry A. Sook– biographical — Biographical information for Mr. Sook can be found under “Directors.“Proposal 1—Election of Directors.”
Thomas E. Carter
Michael Biardwas appointed President and Chief Operating Officer in September 2020. He joined Nexstar in the role of Executive Vice President and Chief Financial Officer in August of 2009.2023. Mr. CarterBiard is responsible for coordinationoversight of divisional operations, long termlong-term strategy, and various corporate and administrative functions.functions, including broadcasting, networks, distribution, and advertising sales. Prior to joining Nexstar, Mr. Carter was Managing Director, Media Telecom Corporate Investment Banking at BancBiard served as President, Operations and Distribution for Fox Corporation, overseeing Fox’s studio operations and corporate real estate; serving as a member of America Securities, which he joined in 1985. In this position, he acted as the senior bankerteam responsible for delivering bank productssports rights strategy and servicesacquisition; and leading multi-platform content distribution, including M&A, privatedistribution strategy, affiliate marketing and public equity, high-yield debt, fixed income derivatives, syndicated financial productsaffiliate-related business affairs and treasury managementoperations for selected clients across the broadcasting, cable, publishing andall of its media industries, including Nexstar.brands from November 2018 to August 2023. From November 2013 to October 2018, Mr. Carter began his banking career in 1980, servingBiard served as President, Distribution for five years in various roles in Corporate and International Banking atFox Networks Group, a predecessor to JPMorgan Chase.division of 21st Century Fox.
Lee Ann Glihawas appointed Executive Vice President and Chief Financial Officer sincein August 2021. Ms. Gliha oversees all financial aspects of the Company’s business, including internal and external financial reporting, internal audit, compliance and controls, investor relations, and treasury and capital markets functions, and has a prominent role in strategic planning, business development, and mergers and acquisitions. From April 2016 to July 2021, Ms. Gliha served as a Managing Director at Jefferies LLC (“Jefferies”). Prior to joining Jefferies, Ms. Gliha worked as an investment banker at Houlihan Lokey focused on the media and out-of-home entertainment sectors from 2008 to 2016 most recently as Managing Director. Before joining Houlihan Lokey, Ms. Gliha held a variety of positions of increasing responsibility in the banking and finance industry at companies such as UBS Investment Bank and Banc of America Securities. She also previously worked at Live Nation, Inc., where she served as Executive Vice President of Corporate Finance from 2006 to 2008 and was responsible for the company’s mergers and acquisitions, financing, and investor relations functions. Ms. Gliha is a member of the Board of Directors of the National Hot Rod Association.
Nexstar Media Group, Inc. | 30 | 2024 Proxy Statement |
Executive Officers
Andrew Alford was appointed President, Broadcasting in June 2021. He is responsible for the long-term strategyCompany’s local television and day-to-daydigital operations of Nexstar’s television stations.including content and sales. Previously, Mr. Alford had served as a Senior Vice President and Regional Manager at Nexstar since August of 2017. Prior to that, Mr. Alford was Vice President and General Manager of WFLA-TV and WTTA-TV, Tampa’s NBC and MyNet affiliates and held that position since 2014. Before moving to Tampa, he served as Vice President of Sales for Media General, Vice President and General Manager of WTEN-TV, an ABC affiliate, in Albany, NY and WXXA-TV, a Fox affiliate, under a shared services and joint sales agreement. Prior to Albany, Mr. Alford spent a total of seven years at WGCL-TV in Atlanta, most recently as Vice President and General Manager. He has also served in broadcast management roles in the Orlando, FL, Syracuse, NY and Rochester, NY markets.
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Executive Officers
Sean Compton was appointed President, Networks in November 2020. He joined Nexstar Media Group, Inc. as the Executive Vice President of WGN America (now known as NewsNation), WGN Radio and Director of Content Acquisition in connection with the Company’s acquisition of Tribune Media Company in September 2019. He is responsible for the long-term strategy and day-to-day operations of The CW Network, NewsNation, WGN Radio, Antenna TV, RewindREWIND TV, and Nexstar programming acquisitions.acquisitions, The Hill and WGN Radio. Prior to joining Nexstar, Mr. Compton was President of Strategic Programming and Acquisitions for Tribune Company from 2008 to 2019 where he oversaw programming for 42 Tribune television stations and nationally distributed digital network Antenna TV. He also spent 16 years in radio at Clear Channel Radio & Premiere Radio Networks of which, he served as Vice President of programming for 10 years before joining Tribune.
Dana Zimmer was appointed President, Distribution and Strategy in October 2021. Ms. Zimmer joined Nexstar in September 2019 as Executive Vice President, Chief Distribution and Strategy Officer in connection with the Company’s acquisition of Tribune Media Company. She oversees all distribution for the Company’s broadcast and television content portfolio to the cable, satellite, telco and digital media industries and network content dealsaffiliation agreement with third-party partners, including CBS, Fox, CBS, NBC ABC and CW.ABC. Prior to joining Nexstar, Ms. Zimmer was President of Distribution and Marketing for Tribune Media Company from 2013 to 2019 where she served a similar role. 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 Marketing 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 YES Network and SportsNet New York. Ms. Zimmer also worked in affiliate sales for Fox Cable Networks and Discovery Communications.
Karen A. Brophy was appointed President, Digital in November 2020. Ms. Brophy is responsible for the long-term strategy and day-to-day operations of the Company’s digital operations including websites, mobile applications, programmatic sales and operations, data science, social media, sales and partnerships. Previously, she served as Senior Vice President of Nexstar Digital from February 2018 to October 2020. Before joining Nexstar in 2018, Ms. Brophy served as Senior Vice President of Strategy and Operations at Hearst Newspapers from June 2016 to December 2017 where she led key initiatives in video, audience development and business operations. Prior to that, Ms. Brophy was Vice President of Digital Product at Hearst where she led consumer product, engineering, content strategy and revenue partnerships from July 2010 to June 2016. Ms. Brophy has been a leader in the consumer product sector with prior roles at Yahoo!, Tribune, Spin Media, and the New York Times. Ms. Brophy also has extensive experience developing enterprise level digital publishing platforms for major media companies such as The Financial Times and Time Inc.
Brett Jenkins was appointed Executive Vice President and Chief Technology and Digital Officer in February 2018.April 2023. Mr. Jenkins is responsible for the Company’s technology, data and digital operations as well as the development and deployment of ATSC 3.0. Prior to that, he served as Nexstar’s Senior Vice President and Chief Technology Officer from January 2017 to January 2018.2023. From December 2014 to January 2017, Mr. Jenkins served as Vice President and Chief Technology Officer at Media General, overseeing the company’s ITinformation technology and engineering functions for both broadcast and digital businesses.functions. 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. Mr. Jenkins currently serves on the Board of the Advanced Television Systems Committee (ATSC), an international, non-profit organization that develops standards for digital television.
Blake Russell
Rachel Morgan was appointed Executive Vice President Stationand General Counsel in June 2022. Ms. Morgan is responsible for the management of Nexstar’s legal affairs including overseeing the Company’s business transactions, regulatory filings, privacy and data security-related legal concerns, labor and employment issues, as well as intellectual property, and litigation matters. She also serves on the Nexstar Media Charitable Foundation Board. Prior to joining Nexstar, Ms. Morgan served as Vice President and Associate General Counsel for AT&T Services, Inc. Between 2012 and 2022, Ms. Morgan served in a variety of roles of increasing responsibility in the corporate legal department of AT&T. Before joining AT&T, Ms. Morgan spent almost fifteen years in private practice at two international law firms. Ms. Morgan is a member of The Dallas Bar Association’s Community Service Fund Board of Directors.
Nexstar Media Group, Inc. | 31 | 2024 Proxy Statement |
Executive Officers
Blake Russell was appointed Executive Vice President, Operations in February 2018. Mr. Russell is responsible for the Company’s technical and physical operations, including capital deployment. Prior to that, he served as Nexstar’s Senior Vice President, Station Operations from November 2008 to January 2018 and 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 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 2003.
Elizabeth Ryder was appointed
Michael Stroberjoined Nexstar as Executive Vice President General Counsel and SecretaryChief Revenue Officer in January 2017.Prior to that, Ms. Ryder2023. Mr. Strober is responsible for leading Nexstar’s national advertising sales organization across its linear and digital platforms. From 2019 until 2023, he served as Nexstar’s Seniorfounder and president of Topwater Advisory Group (private), a strategic consultancy focused on digital transformation for several of the industry’s top media and advertising technology companies. From 2016 to 2019, Mr. Strober served as Executive Vice President, Client Strategy & Ad Innovation for Turner 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 atwas co-head of Turner Ignite, the law firm of Drinker Biddle & Reath LLP in Washington, D.C.company’s portfolio solutions division.
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Executive Officers
Gary Weitman was appointed Executive Vice President and Chief Communications Officer in September 2019 in connection with2019. Mr. Weitman is responsible for all of the Company’s acquisition of Tribune Media Company.internal and external communications. He also serves as the Chief Operating Officer for the Nexstar Media Charitable Foundation. Prior to this, Mr. Weitman was a Senior Vice President, Corporate Relations at Tribune Media Company from 2008 to 2019 and was Vice President, Corporate Communications from 2000 to 2008. Prior to 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. Earlierand earlier in his career, Mr. Weitman 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.IL.
Nexstar Media Group, Inc. |
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BENEFICIAL OWNERSHIP OF NEXSTAR COMMON STOCK
The following table sets forth certain information regarding the beneficial ownership of Nexstar’s Common Stock as of March 31, 2022April 22, 2024 (or otherwise denoted in footnote below) 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 Directordirector of Nexstar, (iii) our Named Executive Officers listed in the Summary Compensation Table and (iv) all Directorsdirectors 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 May 30, 2022 (6060 days after March 31, 2022)April 22, 2024 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 March 31, 2022,April 22, 2024, 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 representing less than 1% is denoted with an asterisk (*).
|
| Common Stock | ||
Name of Beneficial Owner |
| Number of Shares |
| Percentage |
Beneficial Owners of More Than 5%: |
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Vanguard Group, Inc.(1) |
| 3,370,415 |
| 10.2% |
BlackRock, Inc.(2) |
| 2,983,603 |
| 9.1% |
Perry A. Sook(3) |
| 1,812,744 |
| 5.5% |
Current Directors: |
|
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|
Perry A. Sook(3) |
| 1,812,744 |
| 5.5% |
Geoff Armstrong(4) |
| 12,755 |
| * |
Bernadette S. Aulestia(5) |
| 2,500 |
| * |
Jay M. Grossman(6) |
| 64,625 |
| * |
John R. Muse(7) |
| 28,728 |
| * |
I. Martin Pompadur(8) |
| 17,500 |
| * |
Dennis J. FitzSimons(9) |
| 13,402 |
| * |
C. Thomas McMillen(10) |
| 13,400 |
| * |
Lisbeth McNabb(11) |
| 6,627 |
| * |
Tony Wells |
| — |
| * |
Current Named Executive Officers: |
|
|
|
|
Michael Biard |
| — |
| * |
Lee Ann Gliha(12) |
| 7,644 |
| * |
Dana Zimmer(13) |
| 9,577 |
| * |
Michael Strober(14) |
| 1,076 |
| * |
All current directors and executive |
| 2,101,170 |
| 6.3% |
|
| Class A Common Stock | ||
Name of Beneficial Owner |
| Number of Shares |
| Percentage |
Beneficial Owners of More Than 5%: |
|
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|
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Vanguard Group, Inc.(1) |
| 3,653,139 |
| 9.0% |
FMR LLC(2) |
| 2,123,935 |
| 5.2% |
Neuberger Berman Group, LLC(3) |
| 2,085,124 |
| 5.1% |
Current Directors: |
|
|
|
|
Perry A. Sook(4) |
| 1,595,738 |
| 3.9% |
Geoff Armstrong(5) |
| 13,375 |
| * |
Bernadette S. Aulestia(6) |
| 1,000 |
| * |
Jay M. Grossman(7) |
| 61,500 |
| * |
Dennis A. Miller(8) |
| 14,250 |
| * |
John R. Muse(9) |
| 25,603 |
| * |
I. Martin Pompadur(10) |
| 14,375 |
| * |
Dennis J. FitzSimons(11) |
| 17,277 |
| * |
C. Thomas McMillen(12) |
| 16,000 |
| * |
Lisbeth McNabb(13) |
| 17,175 |
| * |
Current Named Executive Officers: |
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Thomas E. Carter(14) |
| 172,995 |
| * |
Lee Ann Gliha |
| — |
| — |
Andrew Alford(15) |
| 9,903 |
| * |
Sean Compton(16) |
| 9,976 |
| * |
Dana Zimmer(17) |
| 6,792 |
| * |
All current directors and executive officers as a group (20 persons)(18) |
| 2,057,135 |
| 5.0% |
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Nexstar Media Group, Inc. |
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Beneficial Ownership of Nexstar Common Stock
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Nexstar Media Group, Inc. |
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DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act of 1934 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 2021, one Form 4 was filed on March 26, 2021 for Charles Thomas McMillen to report common stock he sold on March 22, 2021. In addition, an amended Form 4 was filed for Blake Russell on March 26, 2021 for Form 4 filed on March 23, 2022 to correct the number of his common stock held as of that date. Based on our records and review of the copies of Section 16(a) reports furnished to us during the year ended December 31, 2021, 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.
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The Compensation Committee of the Board of Directors establishes compensation policies for the Directorsdirectors and executive officers of Nexstar Media Group, Inc. (the “Company”), approves employment agreements with executive officers of the Company, administers the Company’s equity incentive plans and approves grants under such 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, 20212023 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 Annual Meeting of Stockholders.
Respectfully submitted, |
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Bernadette S. Aulestia |
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Nexstar Media Group, Inc. |
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COMPENSATION DISCUSSION AND ANALYSIS
20212023 EXECUTIVE COMPENSATION EXECUTIVE OVERVIEW
This Compensation Discussion and Analysis describes the material elements of our executive compensation program for our principal executive officer, our two executive officers who served as principal financial officer, at any time in 2021, and threefour other most highly compensated executive officers during 20212023, and our President and Chief Operating Officer (collectively, our “Named Executed Officers” or “NEOs”). This section also describes the objectives, principles and policies underlying our executive compensation program for our Named Executive Officers, the compensation decisions we have made under that program, and the factors considered in making those decisions. Our Named Executive Officers for 20212023 are:
Name | Title | |
Perry A. Sook | Chairman and Chief Executive Officer | |
| President and Chief Operating Officer | |
Lee Ann Gliha | Executive Vice President and Chief Financial Officer | |
| President, | |
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20212023 and Long-Term Performance
Fiscal 20212023 was again a record year for Nexstar despite an absence of ongoing recoverysignificant political advertising revenue. Our portfolio of local and national media assets provides nationwide reach on par with other broadcast networks and local activation at a greater scale than any other broadcast network owner, creating a differentiated and attractive value proposition for advertisers, brands and content owners in an increasingly fragmented marketplace. We are focused on the continued expansion of our capabilities and leveraging our linear, digital, mobile and streaming assets in new ways to deliver new levels of monetization, growth and stockholder returns. We anticipate that 2024 revenues will benefit from the business disruptions caused by the COVID-19 pandemic. Despite the continuing impact2023 renegotiation of the COVID-19 pandemic, we continuedour distribution contracts representing more than half of our subscribers, and that 2024 revenues will benefit from presidential election year political advertising. We continue to adapt and focus on pursuing and achieving our operational objectives and building long-term value for our stockholders while also keeping our employees and operations safe with strong protocols.
During 2021,2023, we delivered solidstrong results across key financial performance metrics and achieved strategic operating goals, as follows:
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Excluding political revenue and revenue of an unbudgeted digital acquisition in 2021,Generated consolidated net revenue of $4.581$4.9 billion, also exceeded both our budgeted 2021 revenue and our 2020 revenueincome from operations of $3.994 billion, by 1.7% and 14.7%, respectively.
Income from operations$708 million and net income of $270 million in 2021 of $1.175 billion and $830.4 million, respectively, were record non-election year performance. Fiscal 2021 net income also exceeded our 2020 net income of $808.1 million.
Adjusted EBITDAReturned approximately $796 million of capital to shareholders through repurchases of common stock of $605 million and Free Cash Flow in 2021dividends of $1.897 billion and $1.243 billion, respectively, were record non-election year performance and are substantially comparable$191 million, funded by cash on hand, supporting our commitment to our 2020 Adjusted EBITDA and Free Cash Flowthe enhancement of $1.951 billion and $1.280 billion, respectively, considering fiscal 2020 benefited from political advertising revenue, a cyclical source of income.
Nexstar’s stock price increased by 38% from $109.19 as of December 31, 2020 to $150.98 as of December 31, 2021.
Nexstar Media Group, Inc. |
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Compensation Discussion and Analysis
At our annual meeting of stockholders in June 2021,2023, our stockholders were asked to cast a non-binding advisory vote to approve our Named Executive Officers’ compensation for the year 20202022 (“say-on-pay”). Approximately 77%68% of the votes cast by our stockholders were in support of the compensation of our Named Executive Officers. Certain stockholders have provided feedback to us that
To ensure the reason they were not supportive of the compensation of our Named Executive Officers was due to concerns around the structure of the Chief Executive Officer’s contract. At our annual meeting of stockholders in June 2020, 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 81% of the votes cast by our stockholders were in support of the compensation of our Named Executive Officers.
The continued support by our stockholders with respect to compensation of our Named Executive Officers, in 2021 and 2020 was due to the stockholder outreach conducted by senior management in the first quarter of each year and actions taken by our senior2024, we conducted stockholder outreach to solicit feedback. Senior management and the Compensation Committee (as discussedhave reviewed the feedback and will consider the suggestions in connection with future compensation decisions. For more detail below). To further increase our stockholder approval percentage at the 2022 Annual Meeting, our Board of Directors and senior management carefully considered the results of the 2021 and prior years’ say-on-pay votes as well as the stockholder outreach in 2022 (discussed in more detail in section “2022information see – “2024 Stockholder Outreach” above) and prior years.above.
Stockholder Say on Pay Frequency Vote
Pursuant to the result of our annual meeting of stockholders in June 2023 related to “Say-on-Frequency Proposal”, our stockholders will continue to cast a non-binding advisory vote to approve the compensation of our Named Executive Officers at a frequency of once every year.
Actions Following Past Stockholder Votes on Named Executive Officer Compensation and Past Stockholder Outreach
Selected Actions:
DirectNo long-term entitlements to salary increases or specified amounts of variable compensation. In response to stockholder engagement on compensation. In May 2020, upon further consideration of past stockholder engagement and discussion process, and the outcome of the 2019 say-on-pay vote,feedback, the Compensation Committee committed to no longer approve NEOprovides our Named Executive Officers employment agreements which contractually requirewith contractual entitlements to annual salary increases or specific guaranteed payments of any element of variable compensation for multiple years of a contractual period.
Broad inclusionInclusion of management employees and non-employee directors in equity awards. From 2017-2021, 63%2021 to 2023, [•]% of the equity awards granted were to non-employee directors and management employees and other non-employee directors other than our Named Executive Officers.
Adopted aA formulaic short-term incentive program. Beginning in fiscal year 2019, cash incentives for our Our Chief Executive Officer short-term cash incentives are based on a defined formula, with 75% of the incentive determined based on pre-established financial targets. Beginning in fiscal year 2021, 50% of cash incentives to our President and Chief Operating Officer is determined based on pre-established financial targets. The cash incentives for our three other Named Executive Officers are also based on defined formulas, with 50% to 75% of such cash incentives determined based on pre-established financial targets.
We have expanded our disclosures around performance-based compensation metrics in sections “Annual Cash Bonuses,” “Stock-Based Long-Term Incentive Compensation,” “2021 GRANTS OF PLAN-BASED AWARDS” “2021 OUTSTANDING EQUITY AWARDS AT YEAR-END” and “2021 OPTION EXERCISES AND VESTED STOCK AWARDS” below.
Nexstar Media Group, Inc. |
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Compensation Discussion and Analysis
Compensation Philosophy and Objectives
The Company’s executive compensation program has been developed to incorporate a compensation philosophy consistent with the following primary objectives:
Attract and retain talented and highly qualified executives in the competitive television broadcasting industry by providing a total compensation package that includes a combination of elements which are at or above competitive opportunities;
Tie executive compensation, both annualshort and long-term elements, to the Company’s overall performance and specific attainment of long-term strategic goals;
Provide executives with long-term incentive for future performance that aligns with stockholder interests and maximizes stockholders value over the long-term; and
Set executive compensation at responsible levels to promote fairness and equity among all employees within our organization.
The following chart highlights several features of our compensation practices.
What we do: | What we | ||
| Pay for performance and pay for sustained performance over multi-year performance periods | ✘ |
under employment contracts with
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ü | Establish challenging performance metrics |
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| Enforce robust stock ownership guidelines for our Chief Executive Officer, our other executives, and our non-employee directors | ✘ |
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| ✘ | Provide excessive perquisites | |
ü | Cap performance-based incentive payouts at a maximum percentage of | ✘ |
before vesting |
| Evaluate officer compensation levels against a peer group of similarly situated media and broadcasting companies | ✘ |
payments |
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approval | |
| Ensure substantial percentage of pay is at-risk | ✘ | Allow insider hedging or pledging of stock as collateral without Chief Financial Officer or General Counsel approval |
ü | Utilize an independent compensation consultant | ||
| Prohibit hedging transactions by directors, officers, other employees(2) | ||
| Recoup incentive-based compensation that was erroneously received based on any financial restatement(3) |
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Nexstar Media Group, Inc. |
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Compensation Discussion and Analysis
Overview and Role of Compensation Committee
The Compensation Committee of the Board of Directors establishes compensation policies for the Directorsdirectors 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.
The Compensation Committee has the 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.
Role of Compensation Consultant in Compensation Decisions
The Compensation Committee has retained Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant to provide advice to and assist the Compensation Committee in designing and administering the structure and mechanics of the Company’s executive compensation program. Meridian also offers guidance to the Compensation Committee on other matters related to officer and director compensation and corporate governance.
Meridian reports directly and exclusively to the Compensation Committee and does not make compensation-related decisions for the Compensation Committee or otherwise with respect to the Company, and, while theCommittee. The Compensation Committee generally reviews and considers information and recommendations provided by Meridian, but the Compensation Committee has the final authority to makemakes all compensation-related decisions. While Meridian generally works only with the Compensation Committee, the Compensation Committee retains the discretion to allow Meridian to work directly with management in preparing or reviewing materials for the Compensation Committee’s consideration.
During 2021,2023, after taking into consideration the factors listed in Section IM-5605-5(d)(3)(D) of the NASDAQ Regulation Manual,Listing Rules, the Compensation Committee concluded that neither it nor the Company has any conflicts of interest with Meridian, and that Meridian is independent from management. Other than Meridian, no other compensation consultants provided services to the Compensation Committee during 2021.2023.
Defining the Market—Benchmarking
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 or as frequently as significant changes in the peer group warrant. 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 bysubject to Company results and individual contribution. We believe that suchSuch 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.
For 2021, in
Nexstar Media Group, Inc. | 39 | 2024 Proxy Statement |
Compensation Discussion and Analysis
In making compensation decisions for our Named Executive Officers in 2023, the “peer group” is comprised of the following companies:
AMC Networks Inc. |
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Clear Channel Outdoor Holdings, Inc. |
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Warner Bros. Discovery, Inc. |
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The E.W. Scripps Company |
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Gray Television, Inc. | Gannett Co., Inc. |
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Compensation Discussion and Analysis
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Compensation Risk Considerations
The Compensation Committee has reviewed our executive and non-executive compensation programs and believes that they do not encourage excessive or unnecessary risk taking. As further explained below, we believethe Compensation Committee believes that any risk inherent in our compensation programs is unlikely to have a material adverse effect on us. In designing and administering our award structure, we and the Compensation Committee worked closely with its independent consultantMeridian to mitigate any risks and to minimize the creation of imprudent incentives for our executives. We do not believeThe Compensation Committee believes that our performance-based compensation encouragesdoes not encourage unnecessary risks because the executive pay mix is sufficiently diversified over several performance metrics as well as over short- and long-term compensation.
Our compensation program includes the following features to prevent and safeguard against excessive riskrisk- taking:
Compensation program considers advice from an independent expert consultant;
Our long-termLong-term equity compensation awards have performance requirements and/or service vesting periods, which encourage our executives to focus on the long-term performance of the Company and its stock price;
OurA compensation mix is balanced among fixed and variable components, annual and long-term compensation, and cash and equity that reward performance in the Company’s and our executives’ long-term best interests;
Our incentiveIncentive compensation plans that cap the maximum payout and have features that discourage excessive risk-taking;
Our Compensation Committee has an appropriate level of discretionDiscretion to reduce payments under our short-term cash incentive program; and
Our hedgingAdoption of a clawback policy contains ain accordance with the 2023 SEC and exchange listing rules; and
We believe that our executive compensation program appropriately rewards our executive officers for sustained performance, without giving unnecessary weight to any one factor or type of compensation, and discourages excessive risk-taking. Our compensation structure is designed to encourage sustained performance over a long-term period. Based on the foregoing, the Compensation Committee has concluded that the risks arising from our compensation policies and programs are not reasonably likely to have a material adverse effect on us.effect.
Nexstar Media Group, Inc. | 40 | 2024 Proxy Statement |
Compensation Discussion and Analysis
Determination of Compensation
The Compensation Committee reviewed compensation levels for our Named Executive Officers for 20212023 and considered various factors, including the executive’s performance, the compensation level of competitive jobs at peer companies and the financial performance of the Company. For the executive officers, other than theour Chief Executive Officer, the Compensation Committee considers the recommendations of theour Chief Executive Officer. The Compensation Committee approves (and with respect to our Chief Executive Officer, recommends to the independent members of the Board of Directors for approval), the primary components of compensation for eachthe Named Executive Officer,Officers, including any annual cash bonus and grant of stock options or restricted stock units.stock-based long-term incentive compensation.
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Compensation Discussion and Analysis
Key Metrics Used for Performance Measures
TheFor purposes of determining eligibility for annual cash bonus payments and performance vesting under stock-based long-term incentive awards, the Company utilizes net revenue growth, Adjusted EBITDA growth and total stockholder return versus the results of the peer group and net revenue(i) Net Revenue and Adjusted EBITDA (which is calculated in a manner consistent with the calculation of EBITDA that is referenced in the employment agreement) versus budgetbudgets approved by the Board of Directors and other similar metrics as quantitative measures to assess performance.(ii) Company total stockholder return against a peer group. Net revenue represents revenue recognized, net of allowances and credits, in accordance with accounting principles generally accepted in the United States.States (“U.S. GAAP”). Adjusted EBITDA is defined as net income, plus interest expense (net), loss on extinguishment of debt, income tax expense (benefit), depreciation, amortization of intangible assets and broadcast rights (except amortization of broadcast rights for The CW Network), (gain) loss on asset disposal, transaction and other one-time expenses, impairment charges, (income) loss from equity method investments (net), distributions from equity method investments and other expense (income), minus, reimbursement from the FCC related to station repack and broadcast rights payments. Both measurespayments (except broadcast rights payments for The CW Network). Total stockholder return and the related peer groups are defined in the applicable employment agreements (see “Employment Agreements” section below). Net Revenue and Adjusted EBITDA (including its reconciliation to the most directly comparable U.S. GAAP measure) 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.and “Elements of Compensation—Stock-Based Long-Term Incentive Compensation”.
Nexstar Media Group, Inc. | 41 | 2024 Proxy Statement |
Compensation Discussion and Analysis
ELEMENTS OF COMPENSATION
The principal elements of the Company’s executive compensation consist of the following:
Base Salary;
Annual Cash Bonuses;
Restricted Stock Unitsstock units (performance-based and time-based);
Other Stock-Based Compensation;
Perquisites and Other Compensation;
Health Benefits;benefits, and
Severance Benefitsbenefits and Changechange in Control Provisions.
The elements of executive compensation are structured to pay for performance and strike a balance between performance and risk taking. We achieve these goals by offering both short-term and long-term incentive awards, which include a mix of both time- and performance-based vesting requirements, each of which aligns the interests of our executives with our stockholders and encourages focus on both short and long-term success. The compensation mix delivered in 2023 to the CEO and other NEOs based on the values disclosed in the Summary Compensation Table, was as follows:
Nexstar Media Group, Inc. | 42 | 2024 Proxy Statement |
Compensation Discussion and Analysis
Base Salary
As of December 31, 2021,2023, the annual base salary of each of the Company’s Named Executive Officers are as follows:
Name | Title | Base Salary ($) | ||
Perry A. Sook(1) | Chairman and Chief Executive Officer | $ | ||
| President and Chief Operating Officer |
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Lee Ann Gliha | Executive Vice President and Chief Financial Officer | 700,000 | ||
| President, |
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The annual base salary of each of the Company’s Named Executive Officers is established by their respective individual employment agreements. 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.our peer group. 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 nearare determined with reference to the median market pay level of our benchmarking review of peer group companies, but individual officer salary levels may fall above or below median for a variety of reasons, including scope of role, experience, tenure, performance, retention concerns or other relevant factors. UnderAs of December 31, 2023, guaranteed increases to NEO base salary have been phased out as each legacyNEO employment agreement (agreements that were executed priorhas been renewed and amended to May 2020), base salaries are increased on aninstead provide for discretionary annual basis. As each agreement renews, there will no longer be guaranteed increases. 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 ofwith our Named Executive Officers.
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Compensation Discussion and Analysis
Each of our Named Executive Officers is eligible to earn an annual cash bonus based on the quantitative and qualitative criteria described in each Named Executive Officer’s employment agreement and summarized below.
The performance bonus of each oftargets and actual cash bonuses earned by our Named Executive Officers for the year 20212023 are as follows:
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| 2023 Target |
| % of Target |
| 2023 Actual |
Perry A. Sook |
| 200% |
| 6,000,000 |
| 82% |
| 4,904,526 |
Chairman and Chief Executive Officer |
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Michael Biard |
| Not Applicable |
| 1,500,000 |
| 100% |
| 1,500,000 |
President and Chief Operating Officer |
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Lee Ann Gliha |
| Not Applicable |
| 750,000 |
| 100% |
| 750,000 |
Executive Vice President and Chief Financial Officer |
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Dana Zimmer |
| 100% |
| 896,096 |
| 100% |
| 896,096 |
President, Distribution and Strategy |
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Michael Strober |
| 100% |
| 700,000 |
| 70% |
| 490,000 |
Executive Vice President and Chief Revenue Officer |
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| 2021 Actual Cash Bonus ($) |
| 2021 Target Cash Bonus(1) ($) |
| Target Payout % |
Perry A. Sook Chairman and Chief Executive Officer |
| 3,750,000 |
| 3,750,000 |
| 100% |
Thomas E. Carter President and Chief Operating Officer |
| 1,000,000 |
| 1,000,000 |
| 100% |
Lee Ann Gliha Executive Vice President and Chief Financial Officer(2) |
| 208,562 |
| 208,562 |
| 100% |
Andrew Alford President, Broadcasting(3) |
| 450,833 |
| 441,250 |
| 102% |
Sean Compton President, Networks |
| 640,000 |
| 640,000 |
| 100% |
Dana Zimmer President, Distribution |
| 750,000 |
| 750,000 |
| 100% |
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Nexstar Media Group, Inc. | 43 | 2024 Proxy Statement |
Compensation Discussion and Analysis
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The Compensation Committee determined the performance bonus of our Named Executive OfficersOfficer’s annual cash bonuses, refer to “Employment Agreements” section below. As described in the table below, while Mr. Sook met the criteria to earn a bonus, his bonus is variable based on achieving certain performance metrics. Since the formulasmetrics were only partially met, he did not earn his full target cash bonus. Mr. Biard’s and Ms. Gliha’s target bonus opportunities for 2023 were a fixed amount as set forth below (as applicable)in their respective employment agreements and not based on a percentage of base salary. Ms. Zimmer’s target cash bonus for the overall Company performance. The budget amounts usedyear 2023 is prorated taking into account the change in the calculations were approvedher base salary effective September 19, 2023. Mr. Strober’s target cash bonus was determined by our Board of Directors in January 2021.
Historically, when determining the amount of bonus and incentive compensation to be paid to our Named Executive Officers other than the Chief Executive Officer the Compensation Committee reviews and considers the following information:
Evaluations of each of our other Named Executive Officers from the full Board of Directors, regarding each of our other Named Executive Officer’s performance;
The Chief Executive Officer’s review and evaluation of each of the other Named Executive Officers, addressing individual performance and the results of operations of the business areas and departments for which such executive had responsibility, which the Compensation Committee discusses with the Chief Executive Officer;
The financial performance of the Company, including its stock price, comparable revenue, Adjusted EBITDA and Free Cash Flow growth, relative to budgeted performance and that of the peer group; and
Total proposed compensation, as well as each element of proposed compensation, taking into account the recommendations of the Chief Executive Officer.
The overall performance of the Company determines what percentage, if any, of the target bonus will be paid out. If the Company attains the annually budgeted amounts for net revenue and Adjusted EBITDA, then it is likely thatequal to 100% of the targeted bonus will be paid. However, the Chief Executive Officer may recommend an increase in the annual bonus paid to our other Named Executive Officers with the approval of the Compensation Committee. Likewise, if the Company does not achieve its performance benchmarks, then an amount less than the full bonus may be paid. Ultimately, the payment of cash bonuses is madehis salary; Based on a discretionary basis and is determined based on an evaluation of each executive’s individual contribution to the overall performance of the Company. The Compensation Committee also considered the overall operating results and performance of the Company as well as the achievement of personal goals to determine the portion of cash bonuses that are discretionary by the Compensation Committee for all Named Executive Officers.
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Compensation Discussion and Analysis
As described in detail below, the performance-based elements for each Named Executive Officer differ based on their roles and the desired focus and outcomes the Compensation Committee and management seek to reward. For example, the Chief Executive Officer’s performance-based compensation is based 25% on achieving the EBITDA target set for the combined broadcast and networks divisions, 25% on achieving the EBITDA target for the digital division, 25% for achieving overall revenue or EBITDA growth in the top 40% of the peer group and 25% at the discretion of the Compensation Committee, while the President of Broadcasting’s performance-based compensation is based almost entirely on the performance of the broadcasting division, with 25% earned based on achieving the local revenue budget, 25% on achieving the developmental revenue budget, 25% on achieving the core digital revenue budget (excluding programmatic revenue), 10% on achieving the expense budget and 15% discretionary.
Due to the achievement of our Chief Executive Officer’s and each of our other Named Executive Officer’s individual performance metrics and their favorable impact to the Company in 2021 and for future operations, the Compensation Committee determined that bonuses were warranted in the amounts set forth in the table above and in the Summary Compensation Table in the “Compensation of Named Executive Officers” in this Proxy Statement. When awarding annual bonuses, the Compensation Committee and management, as the case may be, looks to thepartial achievement of the quantitative objectives set forthperformance bonus metrics outlined in each Named Executive Officer’shis contract, as well as performance against a number of qualitative objectives, including effective communication, management ability, leadership, contribution to the group, decision making, dependability/follow-through, initiative/adaptability, compliance and fiscal responsibility, human resources (including diversity, equity and inclusion) and goal achievement. If a Named Executive Officer exceeds these objectives, a bonus in excess of the target may be approved. For 2021, each of the Named Executive Officers were paid out at 100% of their targeted bonuses, except for Mr. Alford who was paid at 102%he earned 70% of his targetedtarget cash bonus. Mr. Alford’s compensation reflects a partial year in his role as Regional Vice President where he was paid 113% of his targeted bonus due to overachievement of financial objectives
Annual Bonus Opportunity and 100% of his targeted bonus in his role as President, Broadcast, each bonus pro-rated for the portion of the year he was in each role.
Incentive for Chief Executive Officer
The bonus incentive for 2023 Actual Results –Mr. Sook our Chief Executive Officer, as
As provided in his employment agreement, is determined basedas amended on a formula, with the majority of the incentive determined based on established financial targets. Specifically, our Chief Executive Officers’ incentive payment for the year 2021 was determined by the following formula:
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| August 1, 2022 (the “2022 Sook Amended Employment Agreement”), Mr. Sook, |
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Compensation Discussion and Analysis
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Incentive for President and Chief Operating Officer
On October 1, 2020, Mr. Carter was appointed President and Chief Operating Officer. Beginning in fiscal year 2021, Mr. Carter is eligible to receive an annual bonus in thewith a “Target” amount of upequal to 100% of his annual base salary in effect at the end of that fiscal year (or in excess of such amount, up to a maximum of 200% of his annual base salary, subject to increase or decrease based on the criteria set forth in effect at the end of that fiscal year, as the Chief Executive Officer, with thetables below and approval of the Compensation Committee. The Compensation Committee may alter the criteria set forth in the tables below as circumstances warrant and in consultation with Mr. Sook:
Component | Weight | No Payout | Threshold | Target | Maximum |
Adjusted EBITDA(a) | 35% | < 85% of Target | 85% of Target | Budgeted Target(a) | 105% of Target |
Net Revenues(a) | 35% | < 85% of Target | 85% of Target | Budgeted Target(a) | 105% of Target |
Individual Performance(b) | 30% | Discretionary | |||
Payout Opportunity | 100% | 0% (no payout) | 50% of Target | 100% of Target | 200% of Target |
Criteria | 2023 Results | % of Target Bonus Achieved |
35% earned if the Company achieves its Adjusted EBITDA Target for the applicable year | Adjusted EBITDA(1) was 89% of budget | 63% |
35% earned if the Company achieves its Net Revenue Target for the applicable year. | Net Revenue(1) was 95% of budget | 84% |
30% earned at the discretion of the Compensation Committee based on Mr. Sook’s achievement of the objectives established by the Committee and/or Board at the beginning of the applicable fiscal year. | Approved by the Compensation Committee | 100% |
Weighted combined total | 82% |
For his 2023 annual bonus, Mr. Sook earned the discretionary portion of his bonus as a result of his achievements during which Mr. Carter is employed by2023 including:
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Nexstar Media Group, Inc. |
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Compensation Discussion and Analysis
IncentiveAnnual Bonus Opportunity and 2023 Actual Results – Mr. Biard
As provided in his employment agreement dated August 21, 2023, Mr. Biard was eligible to receive a fixed annual bonus of $1,500,000 for Executive Vice Presidentfiscal year 2023. For additional information on Mr. Biard’s annual cash bonuses subsequent to 2023, refer to “Employment Agreements” section below. The annual bonus was a fixed amount designed to incentivize Mr. Biard to leave his prior employer and Chief Financial Officerjoin Nexstar.
Effective August 9, 2021,
Annual Bonus Opportunity and 2023 Actual Results – Ms. Gliha
As provided in her amended employment agreement effective January 1, 2024, Ms. Gliha was named Executive Vice President, Chief Financial Officer. eligible to receive a fixed annual bonus of $750,000 for the fiscal year 2023. The annual bonus opportunity was a fixed amount designed to incentivize Ms. Gliha to extend her employment contract with Nexstar through 2026.
Ms. Gliha achievements during 2023 included:
For additional information on Ms. Gliha’s annual cash bonuses subsequent to 2023, refer to “Employment Agreements” section below.
Annual Bonus Opportunity and 2023 Actual Results –Ms. Zimmer
As provided in theher employment agreement, as amended on September 19, 2023, Ms. GlihaZimmer is eligible to receive an annual bonus in an amount, if any, up to seventy-five percent (75%) of her annual base salary in effect at the end of that fiscal year (or in excess of such amount, up to a maximum of one hundred fifty percent (150%), as the Chief Executive Officer, with the approval of the Compensation Committee of the Company’s board of directors may determine is appropriate), prorated for any partial fiscal year during which Ms. Gliha is employed by the Company pursuant to Ms. Gliha’s Employment Agreement, to be determined by the Chief Executive Officer, with the approval of the Compensation Committee, based on the following criteria:
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The Company also provided a relocation payment of $30,000, subject to applicable taxes and per the terms of the Company’s relocation benefit program, which includes a repayment obligation on a prorated basis if Ms. Gliha voluntarily terminates her employment for any reason within two years of her date of hire.
Incentive for President, Broadcasting
On June 1, 2021, Mr. Alford was promoted to President, Broadcasting. Prior to his promotion, Mr. Alford was Senior Vice President and Regional Manager at Nexstar. As provided in his employment agreement, Mr. Alford is eligible to receive an annual bonus in an amount, if any, as set forth below, 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, to be determined by the Chief Executive Officer based on, among other things, whether the executive has achieved the personal goals established by the Chief Executive Officer, The President and COO, and/or the Board for that fiscal year, as follows:
For the period between January 1, 2021 and May 31, 2021, the bonus was calculated based on Mr. Alford’s Base Salary as of May 31, 2021, and according to the metrics and formula set forth in Mr. Alford’s 2021 Performance Bonus Agreement dated February 23, 2021 (prorated for the period between January 1, 2021 and May 31, 2021) which provides:
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Compensation Discussion and Analysis
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For the period between June 1, 2021 and December 31, 2021 (prorated for that period) and at the end of each subsequent fiscal year thereafter, Mr. Alford is eligible 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, up to a maximum of two hundred percent (200%), as the Chief Executive Officer, with the approval of the Compensation Committee of the Company’s board of directors may determine is appropriate), prorated 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 the following criteria:
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Compensation Discussion and Analysis
The Company also provided a relocation payment of $30,000, subject to applicable taxes and per the terms of the Company’s relocation benefit program, which includes a repayment obligation on a prorated basis if Mr. Alford voluntarily terminates his employment for any reason within two years of his date of hire.
Incentive for President, Networks
Beginning with fiscal year 2021, after the end of each Company fiscal year, Mr. Compton is eligible to receive an annual bonus in an amount, if any, up to one hundred percent (100%) of Mr. Compton’s annual base salary in effect at the end of that fiscal year prorated for any partial fiscal year during which Mr. Compton is employed by the Company based on the following criteria:
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Compensation Discussion and Analysis
Incentive for President, Distribution
As provided in her employment agreement, Ms. Zimmer, our President of Distribution, is eligible to receive an annual bonus, in an amount, if any, up to one hundred percent (100%) of Ms. Zimmer’s annual base salary in effect at the end of that fiscal year (or in excess of such amount, as the Chief Executive Officer,CEO, with the approval of the Compensation Committee may determine is appropriate), prorated for any partial fiscal year during which Ms. Zimmer is employed by the Company, 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 for such fiscal year. In determining Ms. Zimmer’s cash bonus for the fiscal year 2021, the Compensation Committee considered the overall performance of the Company as well as the executive’s individual performance, includingas determined by the attainment of budgeted Distribution Revenue, which is directly associated withCompensation Committee.
For fiscal year 2023, Ms. Zimmer’s areaannual bonus payout was determined on a prorated basis taking into account her base salary change on September 19, 2023.
Ms. Zimmer earned 100% of responsibility.her target bonus (prorated based on the change in her base salary) as a result of her achievements during 2023 including:
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Nexstar Media Group, Inc. | 45 | 2024 Proxy Statement |
Compensation Discussion and Analysis
Annual Bonus Opportunity and 2023 Actual Results – Mr. Strober
As provided in his employment agreement dated November 30, 2022, Mr. Strober is eligible to receive an annual bonus as follows:
Criteria |
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25% earned if the Company exceeds 90% of budgeted Net Advertising Revenue for the fiscal year | Net Advertising Revenue was 91% of budget | 100% |
50% earned based on executing the | Partially achieved criteria | 50% |
25% earned at the discretion of | Partially earned as approved by the CEO and Compensation Committee | 80% |
Weighted combined total | 70% |
Mr. Strober earned the discretionary portion of his bonus as a result of his achievements during 2023 including:
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Stock-Based Long-Term Incentive Compensation
The CompanyCompensation Committee believes that grants of stock-based awards are the most appropriate form of long-term compensation sincebecause 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 executiveCompany’s 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 Named Executive Officers other than our Chief Executive Officer taking into considerationbased on the recommendations of the Chief Executive Officer, who evaluates their performance in meetingagainst the goals established at the beginning of each year. Since 2018, theThe Compensation Committee increased its emphasis onhas allocated performance-based and time-based compensation in makingevenly when determining the stock-based awardlong-term compensation awarded decisions for our Named Executive Officers other than our Chief Executive Officer.Officers.
The
As of December 31, 2023, the Company currently maintains threetwo equity compensation plans – the 2012 Long-Term Equity Incentive Plan, the 2015 Long-Term Equity Incentive Plan and the 2019 Long-Term Equity Incentive Plan all(together, the “Plans”), each of which provideprovides for the grantinggrant of stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards. Since 2017, awards made under the Company’s equity plans have consisted exclusively of time-based restricted stock units (“RSUs”) and performance-based restricted stock units which vest ratably over one to four years, dependent on continued employment and, for performance-based restricted stock units, if certain performance metrics are achieved. The number of awards that may be granted to any one individual in a calendar year is 1,000,000 shares.(“PSUs”).
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Compensation Discussion and Analysis
During 2021,2023, each of our Named Executive Officers except our President(except Mr. Biard and COO,Mr. Strober who were hired in 2023), received stock awards under the Plans, each comprised 50% of RSUs and 50% PSUs as described below. Upon commencement of employment, Mr. Biard received a stock award comprised 100% of RSUs, and Mr. Strober received a stock award comprised 67% of RSUs and 33% PSUs. In addition, Ms. Gliha received an additional award of RSUs in December 2023 in conjunction with the extension of Ms. Gliha’s employment agreement.
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Compensation Discussion and Analysis
Time-Based Restricted Stock Units (RSUs)
During 2023, RSUs were granted to the Named Executive Officers as set forth below:
Grant Date | # of RSUs Granted | Vesting Schedule | ||||
Perry A. Sook | 3/2/2023 | 53,700 | 2 years (50% per year) | |||
Michael Biard | 8/21/2023 | 25,000 | 4 years (25% per year) | |||
Lee Ann Gliha | 6/14/2023 | 3,750 | 4 years (25% per year) | |||
12/20/2023 | 2,500 | 3 years(1) | ||||
Dana Zimmer | 6/14/2023 | 3,750 | 4 years (25% per year) | |||
Michael Strober | 1/3/2023 | 6,666 | 3 years(2) |
(1) 833, 833 and 834 RSUs will vest at each anniversary of the award.
(2) 3,333, 1,666 and 1,667 RSUs will vest at each anniversary of the award.
Pursuant to the 2022 Sook Employment Agreement (defined below), in the formevent of timeMr. Sook’s termination for any reason other than by the Company for Cause or by Mr. Sook without Good Reason (each, as defined in the Sook Employment Agreement), any unvested RSUs will immediately vest in full.
For stock awards granted to NEOs other than the CEO, vesting is subject to continued employment through the applicable vesting date and performance-based restricted stock units pursuantsubject to the 2015 Long-Term Incentive Plan. The restricted stock units awarded to Mr. Sook were approximately 43% time-based and approximately 57% were performance-based. The restricted stock units granted to Ms. Gliha, Mr. Alford, Mr. Compton and Ms. Zimmer in 2021 were 50% time-based and 50% were performance-based. All restricted stock units granted to our NEOs in 2021 vest in full immediatelyCompensation Committee’s discretion, all unvested RSUs are forfeited upon the executive’s termination for any reason. In the event of a Change in Control (as defined in the 2015 Long-Term Incentiveapplicable Plan)., all unvested RSUs shall immediately vest.
Performance-Based Restricted Stock Units (PSUs)
During 2023, PSUs were granted to the Named Executive Officers as follows:
Grant Date | # of PSUs Granted | |||
Perry A. Sook | 3/2/2023 | 53,700 | ||
Michael Biard | — | — | ||
Lee Ann Gliha | 6/14/2023 | 3,750 | ||
Dana Zimmer | 6/14/2023 | 3,750 | ||
Michael Strober | 1/3/2023 | 3,334 | ||
6/14/2023 | 2,625 |
The performance-based unitsPSUs granted to Mr. Sook in 2021 will2023 (target PSUs of 53,700) were/are eligible to vest in full50% on January 15, 2023 ifeach of March 2, 2024 (the “first vesting date”) and March 2, 2025 (the “second vesting date”). The PSUs were eligible to performance-vest based upon the Company’s achievement of one-year total stockholder return of the Company is at or above the 65th percentile of the compensation peer group performance. The measurement period for Mr. Sook’s performance-based stock award is the last full trading day preceding December 25, 2020 through the last full trading day preceding December 25, 2022. If the total stockholder return is in the top 65% of(“TSR”) against the peer group butdefined in the total stockholder returnaward agreement, which includes Sinclair Broadcast Group, Inc., Gray Television, Inc., Tegna, Inc., The E.W. Scripps Company, Paramount Global, Fox Corporation, Warner Bros. Discovery (formerly Discovery, Inc.), Gannett, AMC Networks, Inc., The Liberty Sirius XM Group, iHeartMedia, Inc., Clear Channel Outdoor Holdings, Inc., and Cinemark Holdings, Inc. (as shown in the table below with such vesting to be interpolated for performance between Threshold, Target, Stretch and Maximum)for the period March 1, 2023 to March 1, 2024, and were/are eligible to fully vest on the applicable vesting date subject to Mr. Sook’s continued employment through the applicable vesting date. No calculation is negative,required on the second vesting date, since the performance condition was measured as of March 1, 2024.
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Compensation Discussion and Analysis
Level | Relative TSR vs Peer Group | Percentage of PSUs to Vest | ||
Below Threshold | < 35th Percentile | No vesting | ||
Threshold | 35th to 50th Percentiles | 80% of Target | ||
Target | 51st to 65th Percentiles | 100% of Target | ||
Stretch | 66th to 80th Percentiles | 150% of Target | ||
Maximum | 81st and > Percentiles | 200% of Target |
As of March 1, 2024, the Compensation Committee may, in its sole discretion based on an analysis of all relevant factors, authorize the vesting of up to 90%certified achievement of the stock award. The time-based stock awards granted torelative TSR condition at the maximum level of achievement, and Mr. Sook’s PSUs were deemed earned at 200% of target. As a result, Mr. Sook fully vested in 202153,700 PSUs as of March 2, 2024 and will fully vest in annual installments over a two-year period from53,700 PSUs on March 2, 2025, subject to his continued employment through such date.
Pursuant to the date2022 Sook Employment Agreement (defined below), in the event of grant, in line with the length of his employment agreement.
Ms. Gliha’s performance-based stock award in 2021 may vest at an annual tranche over four years ifMr. Sook’s termination for any reason other than by the Company exceeds the midpoint for Total Stockholder Return ranking within its peer groupCause or by Mr. Sook without Good Reason (each, as defined in the Company’s Proxy Statement filed withSook Employment Agreement), any unvested PSUs will vest at the Securitiesgreater of actual or target level of performance.
The PSUs granted to Mr. Strober in January 2023 are eligible to vest 50% on each of March 1, 2025 and Exchange Commission on April 29, 2021. IfMarch 1, 2026, subject to continued employment through the metric doesapplicable vesting date, provided, full vesting of each annual tranche also requires satisfaction of certain financial performance metrics (described below) which, if not exceedachieved in any given year, will result in forfeiture of the midpoint of peer group average, then the executive will forfeit that particularapplicable tranche of the grant.PSUs.
Mr. Alford’s performance-based stock award in 2021 may vest at an annual tranche over four years if the Company’s broadcasting division’s performance for such year is at or above ninety percent (90%) of its budgeted net revenue and/or EBITDA goals for such year. If the metric does not equal or exceed 90% of budgeted net revenue and/or EBITDA goals, then the executive will forfeit that particular tranche of the grant.
Mr. Compton’s performance-based stock award in 2021 may vest at an annual tranche over four years if the Company’s networks division’s performance for such year is at or above ninety percent (90%) of its budgeted net revenue and/or EBITDA goals for such year. If the metric does not equal or exceed 90% of budgeted net revenue and/or EBITDA goals, then the executive will forfeit that particular tranche of the grant.
Ms. Zimmer’s performance-based stock award in 2021 may vest at an annual tranche over four years if the Company’s distribution revenue for such year is at or above ninety-five percent (95%) of its budgeted distribution revenue for such year. If the metric does not equal or exceed 95% of budgeted distribution revenue, then the executive will forfeit that particular tranche of the grant.
The time-based stock awardsPSUs granted to Ms.Mses. Gliha Mr. Alford, Mr. Compton and Ms. Zimmer in 2021 vestJune 2023 are subject to the same time-vesting conditions as the time-based RSUs described above (annual time-vesting in annualratable installments over a four-year period from the date of grant.
In all instances, there is no additional payment, or upside, above and beyondgrant, subject to continued employment through the target numberapplicable vesting date), but full vesting of units awarded for exceeding the specific operating metric threshold.
For more information on restricted stock units awarded in fiscal year 2021, refer to “2021 GRANTS OF PLAN-BASED AWARDS.”
In 2021,each annual tranche also requires satisfaction of certain performance-based restricted units of Messrs. Sook and Carter vested in full as each of theirfinancial performance metrics (as described for each NEO below) which, if not achieved in any given year, will result in forfeiture of the fiscal year 2020 were met. Referapplicable tranche of the PSUs.
The financial performance metrics set forth in the PSUs are specific to “2021 OPTION EXERCISES AND VESTED STOCK AWARDS” below for additional information.each NEO, as set forth below:
PSU Performance Vesting Criteria | ||
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Dana Zimmer |
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Michael Strober | The Company’s net advertising revenue for the applicable year must be at or above ninety-five percent (95%) of its budgeted net advertising revenue for such year. |
In each case (other than Mr. Sook’s PSUs described above), subject to the Compensation Discussion and AnalysisCommittee’s discretion, all unvested PSUs are forfeited upon the executive’s termination for any reason. In the event of a Change in Control (as defined in the applicable Plan), all unvested PSUs shall immediately vest.
From January 2022 to May 2022, certain performance-based restricted units of our Chief Executive Officer and other our Named Executive Officers vested, or will vest as of the date hereof, as each of their performance metrics for the fiscal year 2021 were met. Refer to “2021 OUTSTANDING EQUITY AWARDS AT YEAR-END” below for additional information.
Perquisites and Other Compensation
Other compensation for our Named Executive Officers includes automobile allowances paid by the Company or the value of the personal use of an automobile, group life insurance paid by the Company and 401(k) matching contributions made by the Company and cellphone reimbursements. In addition, Mr. Sook’s contract provides for the Company to reimburse Mr. Sook for the cost of personal use of an aircraft in the amount of up to $500,000 in the aggregate over the term of his employment contract (March 1, 2023 through March 31, 2026).
Nexstar Media Group, Inc. | 48 | 2024 Proxy Statement |
Compensation Discussion and Analysis
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 (seeagreements. Additionally, as described above our Named Executive Officers have been granted equity awards that vest upon a Change in Control. For additional information, see the “Potential Payments Upon Termination or Change in Control” section).section.
Clawback Policy
In October 2023, the Board approved Nexstar’s Clawback Policy which provides for the recoupment of certain incentive-based compensation in the event that the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the federal securities laws. For additional details, see above “Corporate Governance—Clawback Policy.”
Nexstar Media Group, Inc. |
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Compensation Discussion and Analysis
EMPLOYMENT AGREEMENTS
The Company currently has an employment agreement in place with each of its Named Executive Officers. The following is summarizedOfficers as described below. For information related toabout the base salary, annual cash bonustermination and severance compensation and terminationchange-in-control provisions containedset forth in the employmenteach agreement, of each Named Executive Officer.see “Potential Payments upon Termination or Change In Control.”
Perry A. Sook
Mr. Sook iswas employed as Chairman of the Board and Chief Executive Officer under an employment agreement with us, lastNexstar dated January 15th, 2019 (the “Prior Sook Employment Agreement”), which provided for a term ending February 28, 2023. Under the terms of the Prior Sook Employment Agreement, Mr. Sook’s base salary for fiscal year 2023 through the end of the term was $2,000,000.
Pursuant to authorization from the Compensation Committee, the Company entered into an extension and amendment to the Prior Sook Employment Agreement (the “2022 Sook Employment Agreement”). The renewed term under the 2022 Sook Employment Agreement began March 1, 2023 and expires on January 15, 2019.March 31, 2026 with automatic renewals for successive one-year periods unless either party notifies the other of its intention not to renew the agreement (the “Term”). Under the 2022 Sook Employment Agreement, Mr. Sook became entitled to a base salary of $3,000,000 effective on March 1, 2023 and for 2023, was eligible to earn an annual bonus with a target equal to 200% of base salary as described above in the section “Annual Cash Bonus.”
Pursuant to the 2022 Sook Employment Agreement, in March 2023, the Company awarded to Mr. Sook 53,700 RSUs and 53,700 PSUs as described above in the section “Stock-Based Long-Term Incentive Compensation.”
Beginning on March 1, 2024, and annually thereafter during the Term and any renewal term, Mr. Sook may also participate in additional long-term incentive compensation awards at the discretion of the Compensation Committee.
Pursuant to the 2022 Sook Employment Agreement, the Company shall also provide Mr. Sook with a company car and reimburse Mr. Sook in the amount up to $500,000 for his use of an aircraft for personal matters during the Term.
Michael Biard
Mr. Biard is employed as President and Chief Operating Officer under an employment agreement with Nexstar effective August 21, 2023 (“2023 Biard Employment Agreement”). The initial term of the 2023 Biard Employment Agreement ends on August 20, 2027, and will automatically renew for successive one-year periods, subject to earlier termination provided under the employment agreement. Pursuant to the 2023 Biard Employment Agreement, Mr. Biard shall be entitled to an annual base salary of $2,000,000, subject to an annual review and may be adjusted, at the discretion of the Chief Executive Officer (“CEO”) of the Company. In addition, Mr. Biard was eligible to receive an annual bonus in the amount of $1,500,000 with respect to fiscal year 2023, and with respect to subsequent fiscal years, will be eligible to receive an annual bonus in a target amount equal to one hundred twenty-five percent (125%) of his annual base salary in effect at the end of that fiscal year (for purposes of the tables in the section below only, the “Target”) or in excess of such amount as determined by the CEO with the approval of the Compensation Committee of the Board of Directors based on following criteria:
2024 | |||||
Component | Weight | No Payout | Threshold | Target | Maximum |
Adjusted EBITDA(a) | 50% | < 85% of Target | 85% of Target | Budgeted Target(a) | 105% of Target |
Individual Performance(b) | 50% | Discretionary | |||
Payout Opportunity | 100% | 0% | 50% of Target | 100% of Target | 200% of Target |
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Compensation Discussion and Analysis
2025 and Beyond | |||||
Component | Weight | No Payout | Threshold | Target | Maximum |
Adjusted EBITDA(a) | 65% | < 85% of Target | 85% of Target | Budgeted Target(a) | 105% of Target |
Individual Performance(b) | 35% | Discretionary | |||
Payout Opportunity | 100% | 0% | 50% of Target | 100% of Target | 200% of Target |
The Biard Employment Agreement also entitled Mr. Biard to the grant of 25,000 RSUs described above in the section “Stock-Based Long-Term Incentive Compensation.” In addition, Mr. Biard is also eligible to participate in the Company’s periodic equity compensation program at levels and splits, between time-based and performance-based units, commensurate with the job and at the discretion of the CEO and the Compensation Committee. Future grants of performance-based units may vest based on Total Shareholder Returns compared to a peer group.
Mr. Biard also received a relocation bonus of $30,000, subject to applicable taxes and the terms of the Company’s relocation benefit program, which includes repayment obligation on a prorated basis if Mr. Biard voluntarily terminates his employment without Good Reason (as defined in the 2023 Biard Employment Agreement) within two years of his August 21, 2023 start date. Because this relocation bonus will not be earned by Mr. Biard until August 21, 2025, the amount of the bonus, to the extent earned, will be reportable in the Summary Compensation Table with respect to the fiscal year ending December 31, 2025.
He is also entitled to a $1,000 per month automobile allowance and a $100 per month cell phone allowance.
Lee Ann Gliha
Ms. Gliha is employed as Executive Vice President and Chief Financial Officer under an employment agreement with Nexstar dated July 26, 2021 (the “Prior Gliha Employment Agreement”), as amended on December 18, 2023 (the “2023 Gliha Employment Agreement”). The term of the renewed agreement2023 Gliha Employment Agreement commenced on January 1, 2024 and expires on February 28, 2023December 31, 2026 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’sPrior Gliha Employment Agreement, Ms. Gliha’s annual base salary for 2023 was $700,000. Under the 2023 Gliha Employment Agreement, she was eligible to receive an annual bonus of $750,000 for 2023.
Under the 2023 Gliha Employment Agreement, Ms. Gliha’s annual base salary is $1,625,000 from January 15, 2019 to December 31, 2019, $1,750,000 from$1,000,000 effective January 1, 20202024, subject to December 31, 2020, $1,875,000 from January 1, 2021 to December 31, 2021 and $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 $3,250,000 for 2019, $3,500,000 for 2020, $3,750,000 for 2021 and $4,000,000 for 2022 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. The 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:
Twenty-five percent (25%) earned if Nexstar Broadcasting Inc.’s (now Nexstar Media Inc.) combined broadcast and networks divisions exceeds ninety percent (90%) of budgeted EBITDA for the fiscal year;
Twenty-five percent (25%) earned if Nexstar Broadcasting Inc.’s (now Nexstar Media Inc.) digital division exceeds eighty percent (80%) of budgeted EBITDA for the fiscal year;
Twenty-five percent (25%) earned if the Company is in the top forty percent (40%) of its Peer Group (as defined in Mr. Sook’s amended employment agreement) in revenue or EBITDA growth for stations and businesses owned as of the beginning of the fiscal year; and
Twenty-five percent (25%) earnedmerit increases at the discretion of the Committee.
The Company also granted Mr. Sook time-based and performance-based restricted stock units,CEO. After the end of each of our fiscal years during the term of her employment agreement, Ms. Gliha will be entitled to receive an annual bonus, in an amount, if any, up to 100% of her annual base salary in effect at the end of that fiscal year (or in excess of such amount, up to a maximum of 150%, as follows:
On January 15, 2021,our CEO, with the Company granted Mr. Sook 62,500approval of time-based restricted stock units, vesting in equal annual installments for two years beginning on January 15, 2022 through 2023. On January 15, 2021, the Company also granted Mr. Sook 83,333 performance-based restricted stock units, which will vest in full on January 15, 2023 if the total stockholder return target established by the Compensation Committee of the Company’s board of directors may determine is achieved.
On January 15, 2022,appropriate), pro-rated for any partial fiscal year during which Ms. Gliha is employed by the Company, granted Mr. Sook 62,500to be determined by our Chief Executive Officer, with the approval of time-based restricted stock units, which will vest in fullthe Compensation Committee, based on January 15, 2023.
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In the event of termination for reasons other than cause, or if Mr. Sook resigns for good reason, as definedperformance criteria described in the agreement, 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, hesection titled “Elements of Compensation - Annual Cash Bonus”.
Ms. Gliha is eligible to receive his base salaryparticipate in the Company’s equity compensation program on a basis consistent with the other Company executives. She is also entitled to a $750 per month automobile allowance and target bonus for a period of two years, plus an additional $20,800. Under$100 per month cell phone allowance.
Pursuant to the terms of Mr. Sook’s previous employment agreement dated January 29, 2015, as amended on January 15, 2019, Mr. Sook’s base salary for 2021 was $1,875,000.2023 Gliha Employment Agreement, in December 2023, the Company awarded to Ms. Gliha 2,500 time-based RSUs subject to a 3-year vesting period.
Nexstar Media Group, Inc. |
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Compensation Discussion and Analysis
Dana Zimmer
“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 DirectorsMs. Zimmer, Nexstar’s President, Distribution 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 foundedStrategy, joined Nexstar and has been its Chairman 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 renewed contract, effective January 2019, 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 stockholder 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 stockholder 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 stockholders have become accustomed to.
The Compensation Committee also considered the following factors when determining compensation levels and terms under Mr. Sook’s renewed employment agreement, effective January 2019:
The substantial stockholder value Mr. Sook has created as Chief Executive Officer of Nexstar:
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| Russell |
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| NXST |
| S&P 500 |
| NASDAQ |
| 3000 |
3 year |
| 145% |
| 38% |
| 59% |
| 38% |
5 year |
| 189% |
| 51% |
| 54% |
| 49% |
10 year |
| 15837% |
| 255% |
| 406% |
| 262% |
Mr. Sook’s demonstrated track record in distribution and acquisition negotiation and execution
Mr. Sook’s strong institutional knowledge and industry expertise as the Founder of Nexstar
Competitive pressures from new entrants in the market
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Compensation Discussion and Analysis
Thomas E. Carter
Mr. Carter was appointed as President and Chief Operating Officer under an employment agreement with Nexstar dated September 25, 2020. The agreement5, 2019 (the “Prior Zimmer Employment Agreement”) which was amended effective on OctoberSeptember 19, 2023 (the “2023 Zimmer Employment Agreement”). The Prior Zimmer Employment Agreement expired on September 18, 2023. The 2023 Zimmer Employment Agreement extends the term of the Prior Zimmer Employment Agreement through September 18, 2026 and automatically renews for successive one-year period(s) unless either party notifies the other of its intention not to renew the agreement.
Under the Prior Zimmer Employment Agreement, Ms. Zimmer’s annual base salary was $775,000 from September 19, 2022 through September 18, 2023. The 2023 Zimmer Employment Agreement increased her annual base salary to $1,200,000 beginning on September 19, 2023, subject to an annual review and further adjustments. After the end of each of our fiscal year during the term of her employment agreement, Ms. Zimmer is eligible to receive an annual bonus, up to 100% of her annual base salary in effect at the end of that fiscal year (or in excess of such amount, as the CEO, with the approval of the Compensation Committee may determine is appropriate), prorated for any partial fiscal year during which she is employed by the Company based on the performance criteria described in the section titled “Annual Cash Bonus.” See the section titled “Annual Cash Bonus” for information about the annual bonus for 2023. Pursuant to the 2023 Zimmer Employment Agreement, Ms. Zimmer’s 2023 annual bonus payout was prorated taking into account her base salary change on September 19, 2023.
Ms. Zimmer is also entitled to a $750 per month automobile allowance and a $100 per month cell phone allowance.
Michael Strober
Mr. Strober is employed as Executive Vice President and Chief Revenue Officer under an employment agreement with Nexstar on November 30, 2022. The term of the employment agreement commenced on January 1, 20202023 and expires on December 31, 2023April 30, 2026 and automatically renews for successive one-year periods unless either party notifies the other of its intention not to renew the agreement. Under the employment agreement, Mr. Carter’s base salaryStrober is $1,000,000 beginning October 1, 2020, subject to annual increases, but not decreases, at the discretion of the Chief Executive Officer. Mr. Carter was also eligibleentitled to receive an annual bonusbase salary of $618,750 for the 2020 fiscal year, or in excess of such amount as determined by the Chief Executive Officer, with the approval of the Compensation Committee of the Board of Directors, based on, among other things, whether$700,000, subject to an annual review and further adjustments. In addition, Mr. Carter achieved the goals established for him by the Chief Executive Officer and/or the Board of Directors. Beginning with fiscal year 2021, Mr. CarterStrober is eligible to receive an annual bonus in an amount, if any, up to 100% of his annual base salary in effect at the end of that fiscal year (or in excess of such amount, up to a maximum of 200% of his annual base salary in effect at the end of that fiscal year, as the Chief Executive Officer, with the approval of the Compensation Committee of the Board of Directors may determine is appropriate), prorated for any partial fiscal year during which Mr. Carter is employed by the Company based on the following criteria:
For Fiscal Year 2023:
For Fiscal Year 2024 and 2025:
Pursuant to Mr. Strober’s employment agreement, in January 2023, the Company awarded to Mr. Strober 6,666 RSUs and 3,334 PSUs, as described above in the section “Stock-Based Long-Term Incentive Compensation.”
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Compensation Discussion and Analysis
COMPENSATION OF NAMED EXECUTIVE OFFICERS
The following table sets forth information that summarizes compensation for the years ended December 31, 2023, 2022 and 2021 for our Named Executive Officers.
SUMMARY COMPENSATION TABLE
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| Year |
| Salary |
| Bonus(1) |
| Stock |
| Non-Equity |
| All Other |
| Total |
Perry A. Sook |
| 2023 |
| $2,800,000 |
| $1,800,000 |
| $21,233,343 |
| $3,104,526 |
| $173,170 |
| $29,111,039 |
Chairman and |
| 2022 |
| 1,995,193 |
| 1,000,000 |
| 33,308,029 |
| 3,000,000 |
| 15,670 |
| 39,318,892 |
Chief Executive Officer |
| 2021 |
| 1,870,674 |
| 3,750,000 |
| 15,510,127 |
| — |
| 15,052 |
| 21,145,853 |
Michael Biard |
| 2023 |
| 653,846 |
| 1,500,000 |
| 3,707,650 |
| — |
| 11,675 |
| 5,873,171 |
President and |
| 2022 |
| — |
| — |
| — |
| — |
| — |
| — |
Chief Operating Officer |
| 2021 |
| — |
| — |
| — |
| — |
| — |
| — |
Lee Ann Gliha |
| 2023 |
| 700,000 |
| 750,000 |
| 1,357,226 |
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| 43,562 |
| 2,850,788 |
Executive Vice President and |
| 2022 |
| 700,000 |
| 350,000 |
| 877,607 |
| 350,000 |
| 17,489 |
| 2,295,096 |
Chief Financial Officer |
| 2021 |
| 255,769 |
| 208,562 |
| 1,387,800 |
| — |
| 33,782 |
| 1,885,913 |
Dana Zimmer |
| 2023 |
| 885,866 |
| — |
| 1,149,872 |
| 896,096 |
| 38,459 |
| 2,970,293 |
President, Distribution and |
| 2022 |
| 756,250 |
| — |
| 1,253,724 |
| 775,000 |
| 6,734 |
| 2,791,708 |
Strategy |
| 2021 |
| 731,250 |
| 750,000 |
| 1,423,300 |
| — |
| 9,266 |
| 2,913,816 |
Michael Strober |
| 2023 |
| 673,077 |
| 140,000 |
| 2,039,388 |
| 350,000 |
| 49,389 |
| 3,251,854 |
Executive Vice President and |
| 2022 |
| — |
| — |
| — |
| — |
| — |
| — |
Chief Revenue Officer |
| 2021 |
| — |
| — |
| — |
| — |
| — |
| — |
Nexstar Media Group, Inc. | 53 | 2024 Proxy Statement |
Compensation Discussion and Analysis
|
| Year |
| Automobile |
| Life |
| 401(k) |
| Company |
| Miscellaneous(c) |
| Total |
Perry A. Sook |
| 2023 |
| $7,900 |
| $10,657 |
| $30,000 |
| $3,300 |
| 121,313 |
| $173,170 |
Chairman and |
| 2022 |
| 8,225 |
| 4,395 |
| — |
| 3,050 |
| — |
| 15,670 |
Chief Executive Officer |
| 2021 |
| 7,756 |
| 4,396 |
| — |
| 2,900 |
| — |
| 15,052 |
Michael Biard |
| 2023 |
| 3,923 |
| 437 |
| 6,923 |
| — |
| 392 |
| 11,675 |
President and |
| 2022 |
| — |
| — |
| — |
| — |
| — |
| — |
Chief Operating Officer |
| 2021 |
| — |
| — |
| — |
| — |
| — |
| — |
Lee Ann Gliha |
| 2023 |
| 9,000 |
| 962 |
| 22,500 |
| 9,900 |
| 1,200 |
| 43,562 |
Executive Vice President and |
| 2022 |
| 9,000 |
| 270 |
| — |
| 7,019 |
| 1,200 |
| 17,489 |
Chief Financial Officer |
| 2021 |
| 3,289 |
| 55 |
| — |
| — |
| 30,438 |
| 33,782 |
Dana Zimmer |
| 2023 |
| — |
| 1,490 |
| 30,000 |
| 6,969 |
| — |
| 38,459 |
President, Distribution and |
| 2022 |
| — |
| 428 |
| — |
| 6,306 |
| — |
| 6,734 |
Strategy |
| 2021 |
| — |
| 566 |
| — |
| 8,700 |
| — |
| 9,266 |
Michael Strober |
| 2023 |
| 8,654 |
| 2,658 |
| 30,000 |
| 6,923 |
| 1,154 |
| 49,389 |
Executive Vice President and |
| 2022 |
| — |
| — |
| — |
| — |
| — |
| — |
Chief Revenue Officer |
| 2021 |
| — |
| — |
| — |
| — |
| — |
| — |
Nexstar Media Group, Inc. | 54 | 2024 Proxy Statement |
Compensation Discussion and Analysis
2023 GRANTS OF PLAN-BASED AWARDS
The following table sets forth information for each of the Named Executive Officers regarding the non-discretionary portion of their annual bonus opportunities for fiscal year 2023 and the PSUs granted during fiscal year 2023, and the time-based RSUs granted during fiscal year 2023.
|
|
|
| Estimated Potential Payouts Under |
| Estimated Potential Payouts Under |
| All Other |
| Grant Date | ||||||||
|
| Grant Date |
| Threshold ($) |
| Target ($) |
| Maximum ($) |
| Threshold (#) |
| Target (#) |
| Maximum (#) |
| (#) |
| ($) |
Perry A. Sook |
| — |
| 3,570,000 |
| 4,200,000 |
| 4,410,000 |
| — |
| — |
| — |
| — |
| — |
|
| 3/2/2023 |
| — |
| — |
| — |
| 42,960 |
| 53,700 |
| 107,400 |
| — |
| 11,783,391 |
|
| 3/2/2023 |
| — |
| — |
| — |
| — |
| — |
| — |
| 53,700 |
| 9,449,952 |
Michael Biard |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
| 8/21/2023 |
| — |
| — |
| — |
| — |
| — |
| — |
| 25,000 |
| 3,707,650 |
Lee Ann Gliha |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
| 6/14/2023 |
| — |
| — |
| — |
| — |
| 3,750 |
| — |
| — |
| 418,870 |
|
| 6/14/2023 |
| — |
| — |
| — |
| — |
| — |
| — |
| 3,750 |
| 574,935 |
|
| 12/20/2023 |
| — |
| — |
| — |
| — |
| — |
| — |
| 2,500 |
| 363,420 |
Dana Zimmer |
| — |
| — |
| 896,096 |
| — |
| — |
| — |
| — |
| — |
| — |
|
| 6/14/2023 |
| — |
| — |
| — |
| — |
| 3,750 |
| — |
| — |
| 574,936 |
|
| 6/14/2023 |
| — |
| — |
| — |
| — |
| — |
| — |
| 3,750 |
| 574,935 |
Michael Strober |
| — |
| — |
| 525,000 |
| — |
| — |
| — |
| — |
| — |
| — |
|
| 1/3/2023 |
| — |
| — |
| — |
| — |
| 3,334 |
| — |
| — |
| 535,988 |
|
| 1/3/2023 |
| — |
| — |
| — |
| — |
| — |
| — |
| 6,666 |
| 1,100,945 |
|
| 6/14/2023 |
| — |
| — |
| — |
| — |
| 2,625 |
| — |
| — |
| 402,455 |
Nexstar Media Group, Inc. | 55 | 2024 Proxy Statement |
Compensation Discussion and Analysis
2023 OUTSTANDING EQUITY AWARDS AT YEAR-END
The following table sets forth information as of December 31, 2023 concerning outstanding equity awards held by our Named Executive Officers. Market value is based on the Company’sclosing market price of Nexstar’s common stock as of December 29, 2023 (the last trading day of 2023) of $156.75.
|
| Option Awards |
| Stock Awards | ||||||||||||
|
| Number of |
| Number of |
| Option |
| Option |
| Number of |
| Market Value of |
| Equity Incentive Plan Awards: |
| Equity Incentive Plan Awards: |
Perry A. Sook |
| 200,000 |
| — |
| $47.11 |
| 1/14/2025 |
| 169,900 |
| $26,631,825 |
| — |
| $— |
Michael Biard |
| — |
| — |
| — |
| — |
| 25,000 |
| 3,918,750 |
| — |
| — |
Lee Ann Gliha |
| — |
| — |
| — |
| — |
| 10,719 |
| 1,680,203 |
| 8,219 |
| 1,288,328 |
Dana Zimmer |
| — |
| — |
| — |
| — |
| 14,689 |
| 2,302,501 |
| 5,937 |
| 930,625 |
Michael Strober |
| — |
| — |
| — |
| — |
| 6,666 |
| 1,044,895 |
| 5,303 |
| 831,245 |
Mr. Sook:
Mr. Biard:
Ms. Gliha:
Nexstar Media Group, Inc. | 56 | 2024 Proxy Statement |
Compensation Discussion and Analysis
Mr. Strober:
Ms. Zimmer:
Ms. Gliha:
Mr. Strober:
Ms. Zimmer:
Nexstar Media Group, Inc. | 57 | 2024 Proxy Statement |
Compensation Discussion and Analysis
2023 OPTION EXERCISES AND VESTED STOCK AWARDS
The following table sets forth information concerning stock awards vested for each of our Named Executive Officers during the year ended December 31, 2023. None of our Named Executive Officers exercised options during the year ended December 31, 2023.
|
| Stock Awards | ||
|
| Number of Shares |
| Value Realized |
Perry A. Sook |
| 276,041 | (2) | $50,556,701 |
Michael Biard |
| — |
| — |
Lee Ann Gliha |
| 3,812 | (3) | 610,907 |
Dana Zimmer |
| 9,374 | (4) | 1,519,737 |
Michael Strober |
| — |
| — |
(3) The number of common stock shares acquired by Ms. Gliha in 2023 from vesting of restricted stock units included 1,906 shares that are performance-based and 1,906 shares that are time-based.
50% discretionary, basedFor Ms. Gliha’s 1,250 performance-based restricted stock units vested on but not limited to,August 13, 2023 (awarded on August 13, 2021), the following areas: (Strategic Initiatives, Human Capital Initiatives, including succession planningTSR of the Company is at 62nd percentile of the compensation peer group, greater than the midpoint of the peer group. The calculation of TSR utilized the stock price preceding August 8, 2022 and execution,the stock price preceding August 7, 2023.
In connection with Mr. Carter’s appointment as President
Nexstar Media Group, Inc. | 58 | 2024 Proxy Statement |
Compensation Discussion and Chief Operating Officer and entryAnalysis
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Each of our Named Executive Officers has entered into an employment agreement with Nexstar, the Company on September 25, 2020,(see “Employment Agreements” in this Proxy Statement). Included in each employment agreement are provisions regarding termination of employment, including termination in connection with a change in control of the Company, as set forth below. Each NEO’s employment agreement also granted contains a one-year post-employment non-compete and a perpetual non-disclosure obligation.
Mr. Carter 37,500 time-vesting restricted stock units and 37,500 performance-based restricted stock units. The time-vesting restricted stock units will vestSook
Pursuant to the 2022 Sook Employment Agreement, in equal annual installmentsthe event of termination of Mr. Sook’s employment (x) by the Company upon a change in control (consolidation, merger or comparable transaction), (y) by the NEO for three years beginning on September 25, 2021 through 2023,Good Reason or (z) any other reason other than for Cause, in each case, subject to Mr. Carter’sSook’s continued employmentcompliance with the Company at each vesting dates. The performance-based restricted stock units will vest in equal annual installments for three years beginning on September 25, 2021 through 2023, if the total stockholder return for each such preceding calendar year equals or exceeds the midpointcertain restrictive covenant obligations, Mr. Sook was eligible to receive (i) all accrued and unpaid base salary as of the Company’s TSR Peer Group (as defineddate of termination, (ii) an amount reflecting all accrued but unused vacation, (iii) any earned but unpaid annual bonus for years preceding the year of termination, (iv) the sum of 200% of Mr. Sook’s base salary in effect on the date of termination, plus target bonus equal to 200% of Mr. Sook’s base salary in effect on the date of termination payable in lump sum, and (v) an additional lump sum payment equal to $20,800. In addition, in the event Mr. Sook’s employment agreement).
In the event of Mr. Carter’s termination of employment by the Companywas terminated for any reason other than (i) by the Company for Cause or (ii) by Mr. Sook without Good Reason, all equity (including, but not limited to, any time-based and performance-based RSUs, stock options and/or stock appreciation rights) previously granted or awarded to him by the Company prior to his termination would have become immediately and fully vested without further action by either Mr. Carter’sSook or the Company (the “Sook Equity Treatment”).
Pursuant to the 2022 Sook Employment Agreement, in the event of termination of Mr. Sook’s employment for any reason, subject to Mr. Sook’s continued compliance with certain restrictive covenant obligations, Mr. Sook is eligible to receive (i) all accrued and unpaid base salary as of the date of termination, (ii) an amount reflecting all accrued but unused vacation, (iii) any earned but unpaid annual bonus for years preceding the year of termination, and (iv) the sum of 200% of Mr. Sook’s base salary in effect on the date of termination, plus target bonus equal to 200% of Mr. Sook’s base salary in effect on the date of termination, plus an additional lump sum $29,000. In addition, in the event Mr. Sook’s employment is terminated for any reason other than (i) by the Company for Cause or (ii) by Mr. Sook without Good Reason, all equity (including, but not limited to, any time-based and performance-based RSUs, stock options and/or stock appreciation rights) previously granted or awarded to him by the Company prior to his termination would have become immediately and fully vested without further action by either Mr. Sook or the Company.
Mr. Biard
Pursuant to the 2023 Biard Employment Agreement, in the event of Mr. Biard's termination of employment in connection with a Change in Control (as such terms are defined in his employment agreement))(x) by Mr. Biard for Good Reason or (y) any other reason other than for Cause or due to Mr. Carter’s resignation with Good Reason (as defineddeath or disability, in his employment agreement),each case, subject to Mr. Carter’sBiard’s execution and non-revocation of a release of claims in favor of the Company and Mr. Carter’sBiard’s continued compliance with the restrictive covenants set forth in the Employment Agreement,respective employment agreement, Mr. CarterBiard will be eligible to receive severance payments consisting of (i) an amount equal to 24-months of Mr. Biard’s then-current annual base salary, in each case, payable in a lump sum within 60 days of such termination of employment, (ii) two times of Mr. Biard’s annual target bonus in effect on the date of Mr. Biard’s termination of employment, and (iii) an additional lump sum payment equal to $58,000. In the event of Mr. Biard’s termination due to death or disability, Mr. Biard is entitled to receive a pro-rata portion of his target annual bonus for the year in which such termination occurred.
Nexstar Media Group, Inc. | 59 | 2024 Proxy Statement |
Compensation Discussion and Analysis
Ms. Gliha and Mr. Strober
Pursuant to the employment agreements with Ms. Gliha and Mr. Strober, in the event of the NEO’s termination of employment (x) by the NEO for Good Reason or (y) any other reason other than for Cause or due to death or disability, in each case, subject to the NEO’s execution and non-revocation of a release of claims in favor of the Company and the NEO’s continued compliance with the restrictive covenants set forth in the respective employment agreement, the NEO will be eligible to receive severance payments consisting of (i) an amount equal to 12-months hisof the NEO’s then-current annual base salary, in each case, payable in a lump sum within 60 days of such termination of employment, (ii) a prorated portionannual bonus based on (A)(a) actual Company performance if such termination is by the Company for any reason other than for Cause (excluding for Good Reason), or (b) Mr. Carter’sthe NEO’s target bonus opportunity if such termination is by Mr. Carterthe NEO for Good Reason, and (iii) an additional lump sum payment equal to $20,800. The$29,000 with respect to Ms. Gliha and Mr. Strober. Their employment agreementagreements also providesprovide that if Mr. Carter’sNEO’s employment is terminated due to his death or disability, Mr. Carterthe NEO will be eligible to receive his or her earned but unpaid annual bonus for the year prior to the year of such termination, as well as payment of a prorated portion of his annual bonus for the year of such termination based on actual performance.
Ms. Zimmer
Pursuant to the 2023 Zimmer Employment Agreement, in the event of termination of Ms. Zimmer’s employment (x) by the Company upon a change in control (consolidation, merger or comparable transaction), (y) by the NEO for Good Reason or (z) by the Company for any reason other than for Cause (excluding termination due to death or disability), in eachcase, subject to a release of claims and continued compliance with the restrictive covenant obligations set forth in the NEO’s employment agreement, the NEO is eligible to receive continued base salary payments for a period of one year, plus an additional lump sum payment equal to $29,000.
All NEOs
“Cause” is defined in Mr. Carter’sall NEO employment agreementagreements as any of the following activities by Mr. Carter:the NEO: (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;affiliates; (ii) substantial repeated failure to perform material job duties which are reasonably directed by the Board of Directors and, for the agreements with NEOs other than the Chief Executive Officer, or the Board of DirectorsChief Executive Officer, and which are consistent with the terms of the employment agreement and position with the Company;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;Company; or (iv) any other material breach by Mr. Carterthe NEO of a material provision of the employment agreement, which is not cured within thirty (30) days after written notice thereof from the Company.
|
|
|
Compensation Discussion and Analysis
“Good Reason” is defined in Mr. Carter’sall NEO employment agreementagreements as any of the following events: (i) a material reduction in Mr. Carter’sthe NEO’s duties, responsibilities, authority, or position; (ii) a material breach by the Company of a material provision of the NEO’s employment agreement, which has not been cured by the Company within thirty (30) days after Mr. Carterthe NEO gives written notice of noncompliance to the Company; (iii) with respect to the Prior Sook Employment Agreement and the 2022 Sook Employment Agreement only, any reduction or (iii)decrease in Mr. Sook’s annual base salary or annual target bonus, or any requirement that Mr. CarterSook report to someone other than the Board of Directors; (iv) (a) with respect to the 2022 Sook Employment Agreement only, any requirement that the NEO relocate or maintain an office more than one hundred (100) miles from Dallas, Texas. Texas; and (b) with respect to the 2023 Zimmer Employment Agreement, any requirement that the NEO relocate or maintain an office more than one hundred (100) miles from Philadelphia, Pennsylvania, and (c) with respect to the 2024 Gliha Employment Agreement; and (v) with respect to the 2022 Sook Employment Agreement only, Mr. Sook’s failure to be renominated to the Board by the Company’s Nominating & Governance Committee.
Lee Ann Gliha
Nexstar Media Group, Inc. | 60 | 2024 Proxy Statement |
Compensation Discussion and Analysis
Ms. Gliha
|
| Death or |
| Termination |
| Termination |
| Termination |
| Termination |
| Upon a Change in Control |
Perry A. Sook |
|
|
|
|
|
|
|
|
|
|
|
|
Cash(2) |
| $18,029,000 | (5) | $18,029,000 |
| $18,029,000 |
| $18,029,000 |
| $18,029,000 |
| $— |
Equity Awards(1)(3) |
| 21,733,388 |
| 21,733,388 |
| 21,733,388 |
| 21,733,388 |
| — |
| 21,733,388 |
Michael Biard |
|
|
|
|
|
|
|
|
|
|
|
|
Cash(4) |
| 1,500,000 | (5) | 7,058,000 |
| 7,058,000 |
| 7,058,000 |
| — |
| — |
Equity Awards(1)(7) |
| — |
| 3,918,750 |
| — |
| — |
| — |
| 3,918,750 |
Lee Ann Gliha |
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
| 750,000 | (5) | 1,254,000 | (6) | 1,254,000 | (6) | 1,254,000 |
| — |
| — |
Equity Awards(1)(7) |
| — |
| 2,968,532 |
| — |
| — |
| — |
| 2,968,532 |
Dana Zimmer |
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
| — |
| 2,125,096 | (6) | 2,125,096 | (6) | 2,125,096 |
| — |
| — |
Equity Awards(1)(7) |
| — |
| 3,233,126 |
| — |
| — |
| — |
| 3,233,126 |
Michael Strober |
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
| 490,000 | (5) | 1,429,000 | (6) | 1,429,000 | (6) | 1,429,000 |
| — |
| — |
Equity Awards(1)(7) |
| — |
| 1,978,969 |
| — |
| — |
| — |
| 1,978,969 |
Fifty percent (50%) earned if Nexstar Media Inc. exceeds ninety percent (90%) of budgeted Net Revenue or EBITDA for the fiscal year.
Fifty percent (50%) earned at the discretion of the Chief Executive Officer and/or Compensation Committee.
The Company also provided a relocation payment of $30,000, subject to applicable taxes and per the terms of the Company’s relocation benefit program, which includes a repayment obligation on a prorated basis if Ms. Gliha voluntarily terminates her employment for any reason within two years of her date of hire.
On August 13, 2021, the Company granted Ms. Gliha 5,000 time-vesting restricted stock units, of which 1,250 RSUs will vest annually for four years at each anniversary of the award subject to continued employment with the Company. On August 13, 2021, the Company also granted Ms. Gliha 5,000 RSUs, of which 1,250 RSUs will vest annually for four years at each anniversary of the award if the Total Stockholder Return for each such preceding calendar year exceeds the midpoint of the Company’s Total Stockholder Return ranking within its Peer Group (as defined2022 Sook Employment Agreement, in the in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 29, 2021).
In the event of Ms. Gliha’s termination ofMr. Sook’s employment by the Companyis terminated for any reason other than (i) by the Company for Cause (including Ms. Gliha’sor (ii) by Mr. Sook without Good Reason, all equity previously granted or awarded to him by the Company prior to his termination shall become immediately and fully vested.
|
|
|
Compensation Discussion and Analysis
“Cause” is defined in Ms. Gliha’s employment agreement as any of the following activities by Ms. Gliha: (i) her conviction for a felony or a crime involving moral turpitude or the commission of any act involving dishonesty, disloyalty or fraud$29,000 with respect to the Company or any of its subsidiaries or affiliates; (ii) substantial repeated failureMs. Gliha, Mr. Strober, and Ms. Zimmer.
“Good Reason” is defined in Ms. Gliha’s employment agreement as any of the following events: (i) a material reduction in Ms. Gliha’s job duties, responsibilities, authority, or position; or (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 Ms. Gliha gives written notice of noncompliance to the Company.
Andy Alford
Mr. Alford was appointed as President of Nexstar’s Broadcasting division effective June 1, 2021. Prior to Mr. Alford’s promotion, he was Senior Vice President and Regional Manager at Nexstar.
Under the terms of Mr. Alford’s previous employment agreement as the Company’s Senior Vice President and Regional Manager dated September 12, 2017, as amended effective on August 17, 2020, Mr. Alford’s base salary was $392,000 from August 17, 2020 to August 16, 2021. He was also eligible to earn a targeted bonus of $184,000 for the fiscal year 2021.
Mr. Alford’s employment agreement as President of Nexstar’s Broadcasting division commenced on June 1, 2021 and expires on May 31, 2024. The employment agreement automatically renews for successive one-year period(s) unless either party notifies the other of its intention not to renew the agreement. Under the agreement, Mr. Alford’s annual base salary is $625,000 and is eligible for annual merit increases at the discretion of the Chief Executive Officer. Mr. Alford is also eligible to receive an annual bonus in an amount, if any, as set forth below, 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, to be determined by the Chief Executive Officer based on, among other things, whether the executive has achieved the personal goals established by the Chief Executive Officer, The President and COO, and/or the Board for that fiscal year, as follows:
For the period between January 1, 2021 and May 31, 2021, the bonus was calculated based on Mr. Alford’s Base Salary as of May 31, 2021, and according to the metrics and formula set forth in his 2021 Performance Bonus Agreement dated February 23, 2021 which provides:
Full year 2021 target bonus of $184,000 (prorated for the period between January 1, 2021 and May 31, 2021)
Twenty-five percent (25%) earned if Local Revenue budget delivered.
Twenty-five percent (25%) earned if Developmental Revenue budget delivered.
Twenty-five percent (25%) earned if Core Digital Revenue budget less Programmatic delivered.
Ten percent (10%) earned if expense budget delivered.
Fifteen percent (15%) earned as discretionary.
|
|
|
Compensation Discussion and Analysis
For the period between June 1, 2021 and December 31, 2021 (prorated for that period) and at the end of each subsequent fiscal year thereafter during the term of his employment agreement, Mr. Alford is eligible 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, up to a maximum of two hundred percent (200%), as the Chief Executive Officer, with the approval of the Compensation Committee of the Company’s board of directors may determine is appropriate), prorated 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 the following criteria:
Twenty-five percent (25%) earned if the Broadcasting Division of Nexstar Media Inc. exceeds ninety percent (90%) of budgeted Net Revenue for the fiscal year.
Twenty-five percent (25%) earned if the Broadcasting Division of Nexstar Media Inc. exceeds ninety percent (90%) of budgeted EBITDA for the fiscal year.
Twenty-five percent (25%) earned if the Digital Division of Nexstar Media Inc. exceeds ninety percent (90%) of budgeted Net Revenue or EBITDA for the fiscal year.
Twenty-five percent (25%) earned at the discretion of the Chief Executive Officer and/or Compensation Committee.
The Company also provided a relocation payment of $30,000, subject to applicable taxes and per the terms of the Company’s relocation benefit program, which includes a repayment obligation on a prorated basis if Mr. Alford voluntarily terminates his employment for any reason within two years of his date of hire.
Mr. Alford shall be eligible to participate in the Company’s equity compensation program on a basis consistent with the other Company executives.
In the event of Mr. Alford’s termination of employment by the Company for any reason other than for Cause (including Mr. Alford’s termination of employment in connection with a Change in Control (as such terms are defined in his employment agreement)) or due to Mr. Alford’s resignation with Good Reason (as defined in his employment agreement), subject to Mr. Alford’s execution and non-revocation of a release of claims in favor of the Company and Mr. Alford’s continued compliance with the restrictive covenants set forth in the Employment Agreement, Mr. Alford will be eligible to receive severance payments consisting of (i) an amount equal to 12-months his then-current annual base salary, payable in a lump sum within 60 days of such termination of employment, (ii) a prorated portion bonus based on (A) actual Company performance if such termination is by the Company for any reason other than for Cause, or (B) Mr. Alford’s target bonus opportunity if such termination is by Mr. Alford for Good Reason,respective award agreements, all RSUs and (iii) an additional lump sum payment equal to $20,800. The employment agreement also provides that if Mr. Alford’s employment is terminated due to his death or disability, Mr. Alford will be eligible to receive his earned but unpaid annual bonus for the year prior to the year of such termination, as well as payment of a prorated portion of his annual bonus for the year of such termination based on actual performance.
The definition of “Cause” in Mr. Alford’s employment agreement is the same as set forth in Ms. Gliha’s employment agreement.
“Good Reason” is defined in Mr. Alford’s employment agreement as any of the following events: (i) a material reduction in Mr. Alford’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 Mr. Alford gives written notice of noncompliance to the Company; or (iii) any requirement that Mr. Alford relocate or maintain an office more than one hundred (100) miles from Dallas, Texas.
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|
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Compensation Discussion and Analysis
Sean Compton
Mr. Compton currently serves as President of Nexstar’s Networks division under an employment agreement with Nexstar on August 26, 2019, as amended effective on November 1, 2020. The term of the agreement expires on September 18, 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. Compton’s base salary is $600,000 from September 19, 2019 to September 18, 2020, $620,000 from September 19, 2020 to September 18, 2021, $640,000 from September 19, 2021 to September 18, 2022, and $660,000 thereafter. Beginning with fiscal year 2021, after the end of each Company fiscal year during the term of his agreement, Mr. Compton is eligible 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 prorated for any partial fiscal year during which Mr. Compton is employed by the Company based on the following criteria:
Thirty percent (30%) earned if the Networks Division of Nexstar Media Inc. exceeds ninety percent (90%) of budgeted Net Revenue for the fiscal year.
Thirty percent (30%) earned if the Networks Division of Nexstar Media Inc. exceeds ninety percent (90%) of budgeted EBITDA for the fiscal year.
Ten percent (10%) earned if the Digital Division of Nexstar Media Inc. exceeds ninety percent (90%) of budgeted Net Revenue or EBITDA for the fiscal year.
Thirty percent (30%) earned at the discretion of the Chief Executive Officer and/or Compensation Committee.
In the event of termination upon a change of control or for reasons other than cause, if Mr. Compton resigns for good reason, or upon Mr. Compton’s termination by the Company or Mr. Compton for any reason in connection with a consolidation, merger or comparable transaction involving the Company, Mr. Compton is eligible to receive his base salary for a period of one year, plus an additional $20,800.
“Cause” is defined in Mr. Compton’s employment agreement as any of the following activities by Mr. Compton: (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. Compton 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. Compton’s employment agreement as any of the following events: (i) a material reduction in Mr. Compton’s duties or position; or (ii) a material breach by the Company of a material provision of the employment agreement which adversely affects Mr. Compton and which has not been cured by the breaching entity within thirty (30) days after Mr. Compton gives written notice of noncompliance to the Company.
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|
|
Compensation Discussion and Analysis
Dana Zimmer
Ms. Zimmer joined Nexstar as Nexstar’s Executive Vice President of Distribution & Chief Strategy Officer under an employment agreement with Nexstar dated September 5, 2019. Ms. Zimmer was promoted to President of Distribution effective in October 2021. The term of the agreement expires on September 18, 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, Ms. Zimmer’s base salary is $700,000 from September 19, 2019 to September 18, 2020, $725,000 from September 19, 2020 to September 18, 2021, $750,000 from September 19, 2021 to September 18, 2022, and $775,000 thereafter. After the end of each of our fiscal year during the term of her employment agreement, Ms. Zimmer is eligible to receive an annual bonus, in an amount, if any, up to one hundred percent (100%) of her 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), pro-rated for any partial fiscal year during which she 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 for such fiscal year. In the event of termination upon a change of control or for reasons other than cause, if Ms. Zimmer resigns for good reason, or upon Ms. Zimmer’s termination by the Company or Ms. Zimmer for any reason in connection with a consolidation, merger or comparable transaction involving the Company, Ms. Zimmer is eligible to receive her base salary for a period of one year, plus an additional $20,800. The definitions of “Cause” and “Good Reason” in Ms. Zimmer’s employment agreement are the same as set forth in Mr. Compton’s employment agreement.
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Compensation Discussion and Analysis
COMPENSATION OF NAMED EXECUTIVE OFFICERS
The following table sets forth information that summarizes compensation for the years ended December 31, 2021, 2020 and 2019 for our Named Executive Officers.
|
| Year |
| Salary ($) |
| Bonus ($) |
| Stock Awards(1)(2) ($) |
| Option Awards ($) |
| All Other Compensation(7) ($) |
| Total ($) |
Perry A. Sook |
| 2021 |
| $1,870,674 |
| $3,750,000 |
| $15,510,127 |
| $— |
| $15,052 |
| $21,145,853 |
Chairman and |
| 2020 |
| 1,746,635 |
| 3,500,000 |
| 18,306,887 |
| — |
| 10,742 |
| 23,564,264 |
Chief Executive Officer |
| 2019 |
| 1,614,578 |
| 3,250,000 |
| 11,483,498 |
| — |
| 17,621 |
| 16,365,697 |
Thomas E. Carter(3) |
| 2021 |
| 1,000,000 |
| 1,000,000 |
| — |
| — |
| 19,324 |
| 2,019,324 |
President and |
| 2020 |
| 862,694 |
| 618,750 |
| 7,729,516 |
| — |
| 18,777 |
| 9,229,737 |
Chief Operating Officer |
| 2019 |
| 797,562 |
| 1,200,000 |
| 2,529,568 |
| — |
| 19,591 |
| 4,546,721 |
Lee Ann Gliha(3) |
| 2021 |
| 255,769 |
| 208,562 |
| 1,387,800 |
| — |
| 33,782 |
| 1,885,913 |
Executive Vice President and |
| 2020 |
| — |
| — |
| — |
| — |
| — |
| — |
Chief Financial Officer |
| 2019 |
| — |
| — |
| — |
| — |
| — |
| — |
Andrew Alford(4) |
| 2021 |
| 523,472 |
| 450,833 |
| 1,423,300 |
| — |
| 51,793 |
| 2,449,398 |
President, Broadcasting |
| 2020 |
| — |
| — |
| — |
| — |
| — |
| — |
|
| 2019 |
| — |
| — |
| — |
| — |
| — |
| — |
Sean Compton(5) |
| 2021 |
| 625,001 |
| 640,000 |
| 1,423,300 |
| — |
| 19,246 |
| 2,707,547 |
President, Networks |
| 2020 |
| — |
| — |
| — |
| — |
| — |
| — |
|
| 2019 |
| — |
| — |
| — |
| — |
| — |
| — |
Dana Zimmer(6) |
| 2021 |
| 731,250 |
| 750,000 |
| 1,423,300 |
| — |
| 9,266 |
| 2,913,816 |
President, Distribution |
| 2020 |
| 706,250 |
| 725,000 |
| 529,990 |
| — |
| 8,978 |
| 1,970,218 |
|
| 2019 |
| — |
| — |
| — |
| — |
| — |
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation Discussion and Analysis
|
| Year |
| Automobile Allowance(a) ($) |
| Life Insurance Premiums(b) ($) |
| Company Contributions to 401(k) Plans ($) |
| Miscellaneous(c) ($) |
| Total ($) |
Perry A. Sook |
| 2021 |
| $7,756 |
| $4,396 |
| $2,900 |
| $— |
| $15,052 |
Chairman and |
| 2020 |
| 4,961 |
| 4,000 |
| 1,781 |
| — |
| 10,742 |
Chief Executive Officer |
| 2019 |
| 4,691 |
| 3,806 |
| 9,124 |
| — |
| 17,621 |
Thomas E. Carter |
| 2021 |
| 9,000 |
| 1,624 |
| 8,700 |
| — |
| 19,324 |
President and |
| 2020 |
| 9,000 |
| 1,227 |
| 8,550 |
| — |
| 18,777 |
Chief Operating Officer |
| 2019 |
| 9,000 |
| 2,191 |
| 8,400 |
| — |
| 19,591 |
Lee Ann Gliha |
| 2021 |
| 3,289 |
| 55 |
| — |
| 30,438 |
| 33,782 |
Executive Vice President and |
| 2020 |
| — |
| — |
| — |
| — |
| — |
Chief Financial Officer |
| 2019 |
| — |
| — |
| — |
| — |
| — |
Andrew Alford |
| 2021 |
| 10,269 |
| 1,624 |
| 8,700 |
| 31,200 |
| 51,793 |
President, Broadcasting |
| 2020 |
| — |
| — |
| — |
| — |
| — |
|
| 2019 |
| — |
| — |
| — |
| — |
| — |
Sean Compton |
| 2021 |
| 9,000 |
| 369 |
| 8,677 |
| 1,200 |
| 19,246 |
President, Networks |
| 2020 |
| — |
| — |
| — |
| — |
| — |
|
| 2019 |
| — |
| — |
| — |
| — |
| — |
Dana Zimmer |
| 2021 |
| — |
| 566 |
| 8,700 |
| — |
| 9,266 |
President, Distribution |
| 2020 |
| — |
| 428 |
| 8,550 |
| — |
| 8,978 |
|
| 2019 |
| — |
| — |
| — |
| — |
| — |
|
|
|
|
|
|
2021 GRANTS OF PLAN-BASED AWARDS
The following table sets forth information concerning grants of plan-based awards made to each of our Named Executive Officers during the year ended December 31, 2021:
|
| Grant Date |
| All Other Stock Awards: Number of Shares of Stock or Units (Performance-Based) (#) |
| All Other Stock Awards: Number of Shares of Stock or Units (Time-Based) (#) |
| Grant Date Fair Value of Stock Awards ($)(1) |
| 1/15/2021 |
| 83,333 |
| 62,500 |
| $15,510,127 | |
Thomas E. Carter |
| — |
| — |
| — |
| — |
Lee Ann Gliha |
| 8/13/2021 |
| 5,000 |
| 5,000 |
| 1,387,800 |
Andrew Alford |
| 5/17/2021 |
| 5,000 |
| 5,000 |
| 1,423,300 |
Sean Compton |
| 5/17/2021 |
| 5,000 |
| 5,000 |
| 1,423,300 |
Dana Zimmer |
| 5/17/2021 |
| 5,000 |
| 5,000 |
| 1,423,300 |
|
|
The restricted stock units awarded to Mr. Sook in 2021 were approximately 43% time-based and approximately 57% were performance-based. The restricted stock units granted to each of Ms. Gliha, Messrs. Alford and Compton and Ms. Zimmer in 2021 were 50% time-based and 50% were performance-based. All restricted stock units granted to our NEOs in 2021 vest in full immediately upon a Change in Control (as defined in the 2015Control. For additional information, see “Stock-Based Long-Term Incentive Plan). 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.Compensation.”
Nexstar Media Group, Inc. |
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|
Compensation Discussion and Analysis
Mr. Sook’s performance-based stock award in January 2021 may vest in full on January 15, 2023 if the total stockholder return of the Company is at or above the 65th percentile of the compensation peer group (as defined in Mr. Sook’s amended employment agreement) performance. The measurement period for Mr. Sook’s 2021 performance-based stock award is the last full trading day preceding December 25, 2020 through the last full trading day preceding December 25, 2022. If the total stockholder return is in the top 65% of the peer group, but the total stockholder return is negative, 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 time-based stock awards granted to Mr. Sook in 2021 vest in annual installments over a two-year period from the date of grant, in line with the length of his employment agreement.
Ms. Gliha’s performance-based stock award on August 13, 2021 may vest at an annual tranche over four years if the Company exceeds the midpoint of Total Stockholder Return ranking within its peer group as defined in the Company’s 2021 Proxy Statement. The measurement period for each tranche of performance-based stock award to vest each year is the close price on August 8 at the beginning of the vesting period to the close price on August 7 at the end of the vesting period. If the metric does not exceed the median of the peer group, then the executive will forfeit that particular tranche of the grant. The time-based stock awards granted to Ms. Gliha in August 2021 vest in annual installments over a four-year period from the date of grant.
Mr. Alford’s performance-based stock award in May 2021 may vest at an annual tranche over four years if the Company’s broadcasting division’s performance for such year is at or above ninety percent (90%) of its budgeted net revenue and/or EBITDA goals for such year. If the metric does not equal or exceed 90% budgeted net revenue and/or EBITDA goals, then the executive will forfeit that particular tranche of the grant. The 1,250 restricted stock units scheduled to vest on May 17, 2022 under this performance-based award will vest in full as the performance metric was met. The Company’s broadcasting division’s actual net revenue and EBITDA for the fiscal year 2021 were 102% and 104% of the budget, respectively. The time-based stock awards granted to Mr. Alford in 2021 vest in annual installments over a four-year period from the date of grant.
Mr. Compton’s performance-based stock award in May 2021 may vest at an annual tranche over four years if the Company’s network division’s performance for such year is at or above ninety percent (90%) of its budgeted net revenue and/or EBITDA goals for such year. If the metric does not equal or exceed 90% budgeted net revenue and/or EBITDA goals, then the executive will forfeit that particular tranche of the grant. The 1,250 restricted stock units scheduled to vest on May 17, 2022 under this performance-based award will vest in full as the performance metric was met. The Company’s network division’s actual net revenue and EBITDA for the fiscal year 2021 were 104% and 125% of the budget, respectively. The time-based stock awards granted to Mr. Compton in 2021 vest in annual installments over a four-year period from the date of grant.
Ms. Zimmer’s performance-based stock award in May 2021 may vest at an annual tranche over four years if the Company’s distribution revenue for such year is at or above ninety-five percent (95%) of its budgeted net revenue for such year. If the metric does not equal or exceed 95% budgeted net revenue, then the executive will forfeit that particular tranche of the grant. The 1,250 restricted stock units scheduled to vest on May 17, 2022 under this performance-based award will vest in full as the performance metric was met. The Company’s actual distribution revenue for the fiscal year 2021 was 101% of the budget. The time-based stock awards granted to Ms. Zimmer in 2021 vest in annual installments over a four-year period from the date of grant.
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|
|
Compensation Discussion and Analysis
2021 OUTSTANDING EQUITY AWARDS AT YEAR-END
The following table sets forth information as of December 31, 2021 concerning outstanding equity awards held by our Named Executive Officers listed in the Summary Compensation Table.
|
| Option Awards |
| Stock Awards | ||||||||
|
| Number of Securities Underlying Unexercised Options (#) Exercisable |
| Number of Securities Underlying Unexercised Options (#) Unexercisable |
| Option Exercise Price ($) |
| Option Expiration Date(1) |
| Number of Shares or Units of Stock That Have Not Vested (#) |
| Market Value of Shares or Units That Have Not Vested(2) ($) |
Perry A. Sook |
| 620,429 | (3) | — |
| $9.60 |
| 9/11/2022 |
| — |
| $— |
|
| 200,000 |
| — |
| 47.11 |
| 1/14/2025 |
| — |
| — |
|
| — |
| — |
| — |
| — |
| 302,083 | (4) | 45,608,491 |
Thomas E. Carter |
| 75,000 |
| — |
| 46.03 |
| 1/15/2024 |
| — |
| — |
|
| — |
| — |
| — |
| — |
| 77,499 | (5) | 11,700,799 |
Lee Ann Gliha |
| — |
| — |
| — |
| — |
| 10,000 | (6) | 1,509,800 |
Andrew Alford |
| — |
| — |
| — |
| — |
| 16,875 | (7) | 2,547,788 |
Sean Compton |
| — |
| — |
| — |
| — |
| 22,500 | (8) | 3,397,050 |
Dana Zimmer |
| — |
| — |
| — |
| — |
| 22,500 | (9) | 3,397,050 |
|
|
|
|
|
|
|
|
|
|
83,333 performance-based restricted stock units was awarded to Mr. Sook on January 15, 2021 and will vest in full on January 15, 2023, if certain performance-based metric was achieved. For additional information, refer to “2021 Grants of Plan-Based Awards” table above.
15,625, 20,834 and 31,250 time-based restricted stock units vested on January 15, 2022.
15,625, 20,833 and 31,250 time-based restricted stock units will vest on January 15, 2023.
|
|
3,125 and 2,500 performance-based restricted stock units vested on March 20, 2022 (awarded on March 20, 2019) and on April 10, 2022 (awarded on April 10, 2020), respectively, as the required performance metric was achieved. The two-year growth rate (used to adjust for cyclicality of political advertising revenue) of the Company’s net revenue and EBITDA for fiscal year 2021 exceeded the median growth rate of the compensation peer group by approximately 23% and 52%, respectively. 3,125 performance-based restricted stock units will vest on March 20, 2023 and 2,500 performance-based restricted stock units will vest on each of April 10, 2023 and 2024, if the same performance metric is achieved as of each vesting dates.
12,500 performance-based restricted stock units will vest on each of September 25, 2022 and 2023 (awarded on September 25, 2020), if the total stockholder return for each respective preceding calendar year equals or exceeds the midpoint of the Company’s total stockholder return peer group (as defined in Mr. Carter’s employment agreement).
3,125 and 3,125 time-based restricted stock units vested on March 20, 2022 and will vest on March 20, 2023, respectively.
2,499 time-based restricted stock units vested on April 10, 2022 and 2,501 and 2,499 time-based restricted stock units will vest on April 10, 2023 and 2024, respectively.
12,500 time-based restricted stock units will vest on each of September 25, 2022 and 2023.
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|
|
Compensation Discussion and Analysis
|
|
1,250 performance-based restricted stock units will vest on each of August 13, 2022, 2023, 2024 and 2025 (awarded on August 13, 2021), if certain performance-based metric was achieved. For additional information, refer to “2021 Grants of Plan-Based Awards” table above.
1,250 time-based restricted stock units will vest on each of August 13, 2022, 2023, 2024 and 2025 (awarded on August 13, 2021).
|
|
1,250 performance-based restricted stock units will vest on each of May 17, 2022, 2023, 2024 and 2025 (awarded on May 17, 2021), if certain performance-based metric was achieved. For additional information, refer to “2021 Grants of Plan-Based Awards” table above.
1,875, 1,000 and 1,000 time-based restricted stock units vested on March 15, 2022 (awarded on March 15, 2018), March 20, 2022 (awarded on March 20, 2019) and April 15, 2022 (awarded on April 15, 2020), respectively.
1,000 time-based restricted stock units will vest on each of March 20, 2023, April 15, 2023 and April 15, 2024.
1,250 time-based restricted stock units will vest on each of May 17, 2022, 2023, 2024 and 2025.
|
|
1,250 performance-based restricted stock units will vest on each of May 17, 2022, 2023, 2024 and 2025 (awarded on May 17, 2021), if certain performance-based metric was achieved. For additional information, refer to “2021 Grants of Plan-Based Awards” table above.
2,500 time-based restricted stock units vested on April 10, 2022 (awarded on April 10, 2020). Also, 2,500 time-based restricted stock units will vest on each of April 10, 2023 and 2024.
1,250 time-based restricted stock units will vest on each of May 17, 2022, 2023, 2024 and 2025.
2,500 time-based restricted stock units will vest on each of September 19, 2022 and 2023.
|
|
1,250 performance-based restricted stock units will vest on each of May 17, 2022, 2023, 2024 and 2025 (awarded on May 17, 2021), if certain performance-based metric was achieved. For additional information, refer to “2021 Grants of Plan-Based Awards” table above.
2,500 restricted stock units vested on April 10, 2022. Also, 2,500 restricted stock units will vest on each April 10, 2023 and 2024.
1,250 time-based restricted stock units will vest on each of May 17, 2022, 2023, 2024 and 2025.
2,500 restricted stock units will vest on each September 19, 2022 and 2023.
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|
|
Compensation Discussion and Analysis
2021 OPTION EXERCISES AND VESTED STOCK AWARDS
The following table sets forth information concerning option exercises and stock awards vested for each of our Named Executive Officers during the year ended December 31, 2021:
|
| Option Awards |
| Stock Awards | ||||
|
| Number of Shares Acquired on Exercise (#) |
| Value Realized on Exercise(1) ($) |
| Number of Shares Acquired on Vesting (#) |
| Value Realized On Vesting(2) ($) |
Perry A. Sook |
| 379,571 |
| $61,032,724 |
| 194,792 |
| $24,012,589 |
Thomas E. Carter |
| — |
| — |
| 65,419 |
| 9,737,486 |
Lee Ann Gliha |
| — |
| — |
| — |
| — |
Andrew Alford |
| — |
| — |
| 5,750 |
| 872,589 |
Sean Compton |
| — |
| — |
| 5,000 |
| 743,225 |
Dana Zimmer |
| — |
| — |
| 5,000 |
| 743,225 |
|
|
|
|
In November 2021, Mr. Sook exercised 379,571 stock options and sold the shares pursuant to a plan of disposition adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.
The number of Class A common stock shares acquired by Mr. Sook in 2021 from vesting of restricted stock units included 108,334 shares that are performance-based and 86,458 shares that are time-based. The number of Class A common stock shares acquired by Mr. Carter in 2021 from vesting of restricted stock units included 26,459 shares that are performance-based and 38,960 shares that are time-based. The performance-based metrics for both Mr. Sook and Mr. Carter were met, as follows:
|
|
For Mr. Sook’s 25,000 performance-based restricted stock units vested on March 25, 2021, and for Mr. Carter’s 8,334, 3,125 and 2,500 performance-based restricted stock units vested on March 15, 2021, March 20, 2021 and April 10, 2021, the two-year growth rate (used to adjust for cyclicality of political advertising revenue) of the Company’s net revenue and EBITDA for fiscal year 2020 exceeded the median growth rate of the compensation peer group by approximately 31% and 50%, respectively.
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|
The 5,750, 5,000 and 5,000 Class A common stock shares acquired by Mr. Alford, Mr. Compton, Ms. Zimmer, respectively, in 2021 from vesting of restricted stock units were all time-based. There were no performance-based restricted stock units vested for Mr. Alford, Mr. Compton and Ms. Zimmer in 2021.
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|
|
Compensation Discussion and Analysis
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Each of our Named Executive Officers has entered into an employment agreement with the Company (see “Employment Agreements” in this Proxy Statement). Included in each employment agreement are provisions regarding termination of employment, including a change in control of the Company. The circumstances that would result in the payment of severance compensation and other benefits under the employment agreements are identical for each of our Named Executive Officers.
As defined in the employment agreements, there are three different circumstances that would result in the payment of severance compensation, each as defined or referenced in the employment agreements (see also “Employment Agreements” in this Proxy Statement), as follows: (1) a termination by the Company or the executive for any reason upon consolidation, merger or comparable transaction involving the Company; (2) termination by the Company for reasons other than cause (including termination of employment in connection with a Change of Control); and (3) resignation by the Named Executive Officer with good reason.
In the event of termination for any of the above reasons, as defined in the employment agreements, each Named Executive Officer is eligible to receive his base salary for a period of one year (except for Mr. Sook who would receive two years base salary plus two years target bonus). In addition, upon a termination without Cause or due to the Named Executive Officer’s death or disability at any time following a Change in Control of the Company, all then-outstanding equity-based awards will immediately become vested and exercisable (as applicable) as of the date of the Named Executive Officer’s termination to the extent the Named Executive Officer’s outstanding equity-based awards do not automatically accelerate upon a Change in Control.
The following table sets forth potential payments to our Named Executive Officers under their employment agreements and pursuant to their equity award agreements, for various circumstances involving the termination of employment of our Named Executive Officers or change in control of the Company, assuming a December 31, 2021 termination date.
|
| Death or Disability ($) |
| Termination for any Reason Upon a Change in Control ($) |
| Termination Without Cause / With Good Reason ($) |
| Termination With Cause / Without Good Reason ($) |
| Upon a Change in Control |
Perry A. Sook |
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Cash |
| $— |
| $11,270,800 |
| $11,270,800 |
| $— |
| $— |
Restricted stock units(1)(2) |
| — |
| 45,608,491 |
| — |
| — |
| 45,608,491 |
Thomas E. Carter |
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Cash |
| — |
| 2,020,800 |
| 2,020,800 |
| — |
| — |
Restricted stock units(1)(2) |
| — |
| 11,700,799 |
| — |
| — |
| 11,700,799 |
Lee Ann Gliha |
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Cash |
| — |
| 937,562 |
| 937,562 |
| — |
| — |
Restricted stock units(1)(2) |
| — |
| 1,509,800 |
| — |
| — |
| 1,509,800 |
Andrew Alford |
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Cash |
| — |
| 1,096,633 |
| 1,096,633 |
| — |
| — |
Restricted stock units(1)(2) |
| — |
| 2,547,788 |
| — |
| — |
| 2,547,788 |
Sean Compton |
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Cash |
| — |
| 660,800 |
| 660,800 |
| — |
| — |
Restricted stock units(1)(2) |
| — |
| 3,397,050 |
| — |
| — |
| 3,397,050 |
Dana Zimmer |
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Cash |
| — |
| 770,800 |
| 770,800 |
| — |
| — |
Restricted stock units(1)(2) |
| — |
| 3,397,050 |
| — |
| — |
| 3,397,050 |
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Compensation Discussion and Analysis
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the total annual compensation of our median employee and the total annual compensation of our Chief Executive Officer for 2021:2023:
The total annual compensation of the median employee identified at our Company, other than our Chief Executive Officer, was $64,152$57,229 using the definition of total annual compensation in accordance with Item 402(c)(2)(x) under the Securities Act of 1933.
As indicated in the Summary Compensation Table above, our Chief Executive Officer’s annual total compensation was $21,145,853,$29,111,039, using the same definition of total annual compensation we used to calculate the median employee’s total annual compensation.
The ratio of the annual total compensation of our Chief Executive Officer to the total annual compensation of our median employee was 330509 to 1.
For 2021,2023, there have been no changes that we reasonably believe would significantly affect our pay ratio disclosure, since there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. As a result, we continue to use our median employee identified for 20202022 for our pay ratio analysis. In order to identify the median employee for 2021,2023, the following were considered:
We selected November 27, 202025, 2022 as the date on which to determine our median employee, which is a date within the last three months of 2020.
We included all 12,08412,953 of our full-time, part-time and temporary workers employed on November 27, 202025, 2022 to determine our employee population, all located in the United States.
We identified the median employee on the basis of our employee population’s gross taxable compensation and wages, as compiled from our payroll records. No adjustments were applied for purposes of determining the median employee, such as employees who were only employed for only part of the year or on unpaid leave of absence at some point during the year. We selected base salary and base wages as base pay represents the principal form of compensation delivered to all of our employees and this information is readily available. We believe these pay components reasonably reflect the annual compensation of our employees.
The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Nexstar Media Group, Inc. |
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Compensation Discussion and Analysis
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and with Item 402(v) of Regulation S-K, we provide the following disclosure regarding “executive compensation actually paid” (CAP), calculated in accordance with the SEC rules, and certain Company performance for the years listed below.
This disclosure was prepared in accordance with the requirements of Item 402(v) and does not necessarily reflect the value actually realized by our executives, how our executives’ compensation relates to Company performance, or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. For example, the Compensation Committee does not use CAP as a basis for making compensation decisions, nor does it use net income (as reflected below) for purposes of determining our executive’s incentive compensation. Please refer to our Compensation Discussion and Analysis for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its compensation decisions.
The information provided under this Pay versus Performance section will not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates it by reference.
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| Value of Initial Fixed $100 Investment Based On: |
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Year | Summary | Compensation | Average Summary | Average | Total | Peer Group | After Tax | Adjusted |
2023 | $29,111,039 | $27,390,527 | $3,736,527 | $3,436,887 | $147 | $60 | $270 | $1,469 |
2022 | 39,318,892 | 44,590,917 | 2,405,595 | 3,205,364 | 159 | 66 | 944 | 2,223 |
2021 | 21,145,853 | 36,963,649 | 2,395,200 | 4,041,589 | 135 | 89 | 830 | 1,905 |
2020 | 23,564,264 | 17,368,770 | 3,934,418 | 3,771,789 | 95 | 88 | 808 | 1,996 |
2023 | 2022 | 2021 | 2020 |
Michael Biard(5) | Thomas E. Carter(5) | Thomas E. Carter | Thomas E. Carter |
Lee Ann Gliha | Lee Ann Gliha | Lee Ann Gliha | Timothy C. Bush(6) |
Dana Zimmer | Dana Zimmer | Dana Zimmer | Dana Zimmer |
Michael Strober | Andrew Alford | Andrew Alford | Gregory R. Raifman(7) |
| Sean Compton | Sean Compton |
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Nexstar Media Group, Inc. | 63 | 2024 Proxy Statement |
Compensation Discussion and Analysis
| PEO |
| Non-PEO NEOs | ||||||
Year | 2023 | 2022 | 2021 | 2020 |
| 2023 | 2022 | 2021 | 2020 |
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Summary Compensation Table | $29,111,039 | $39,318,892 | $21,145,853 | $23,564,264 |
| $3,736,527 | $2,405,595 | $2,395,200 | $3,934,418 |
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Less: Grant date fair value of equity awards made during the applicable year and unvested at applicable year end | (21,233,343) | (33,308,029) | (15,510,127) | (18,306,887) |
| (2,102,551) | (927,756) | (1,131,540) | (2,528,617) |
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Plus: Year-end fair value of equity awards made during the applicable year and unvested at applicable year end | 18,141,961 | 32,378,979 | 21,697,552 | 15,597,050 |
| 1,989,095 | 933,377 | 1,167,755 | 3,684,712 |
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Change in fair value of equity awards made in prior years and unvested at applicable year end | (1,089,946) | 3,960,129 | 6,777,536 | (1,424,081) |
| (156,604) | 442,343 | 924,521 | (251,802) |
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Change in fair value of equity awards made in prior years and vested during applicable year | 2,460,816 | 2,240,946 | 2,852,835 | (2,061,576) |
| (29,580) | 351,805 | 685,653 | (844,385) |
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Less: Fair value of equity awards made in prior years that are forfeited during applicable year | — | — | — | — |
| — | — | — | (222,537) |
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Compensation Actually Paid | $27,390,527 | $44,590,917 | $36,963,649 | $17,368,770 |
| $3,436,887 | $3,205,364 | $4,041,589 | $3,771,789 |
Nexstar Media Group, Inc. | 64 | 2024 Proxy Statement |
Compensation Discussion and Analysis
The illustrations below provide a graphical description of the relationship between CAP (as calculated in accordance with SEC rules) and the information presented in the Pay versus Performance table. The Peer Group referenced in the “Company Cumulative TSR and Peer Group Cumulative TSR” table below is comprised of the same publicly traded companies as identified in Part 1, Item 5. of our Annual Report on Form 10-K as of December 31, 2023: Gray Television, Inc., TEGNA Inc., Sinclair, Inc., The E.W. Scripps Company, Fox Corporation and Paramount Global.
Compensation Actually Paid and Company Cumulative TSR Compensation Actually Paid (in millions) $60 $45 $30 $15 $- $200 $160 $120 $80 $40 $- 2020 2021 2022 Cumulative TSR (value of initial $100 investment) PEO Average for Non-PEO NEOs Company Cumulative TSR
Compensation Actually Paid and Company Cumulative TSR
pany Cumulative TSR and Peer Group Cumulative TSR Cumulative TSR (value of initial $100 investment) $200 $160 $120 $80 $40 $- 2019 2020 2021 2022 Company Cumulative TSR Peer Group Cumulative TSR
Company Cumulative TSR and Peer Group Cumulative TSR
Nexstar Media Group, Inc. | 65 | 2024 Proxy Statement |
Compensation Discussion and Analysis
Compensation Actually Paid and Net Income(1)
Company Selected Measures (“CSM”)
In our assessment, the most important financial performance measures used to link CAP (as calculated in accordance with the SEC rules) to our NEOs in 2023 to our performance were Adjusted EBITDA and Net Revenue.
As described herein, the Company considers a number of other operating metrics in determining performance but Adjusted EBITDA and Net Revenue are the most important performance measures used by us to link CAP to the NEOs to company performance for 2023.
Nexstar Media Group, Inc. | 66 | 2024 Proxy Statement |
AUDIT COMMITTEE REPORT
The financial statements of Nexstar Media Group, Inc. (the “Company”) are prepared by management, which is responsible for their objectivity and integrity and their preparation in accordance with accounting principles generally accepted in the United States of America. The Audit Committee has reviewed and discussed with management the audited financial statements and management’s assessment of the effectiveness of internal controls of the Company for the year ended December 31, 2021.2023.
The Audit Committee has discussed with PricewaterhouseCoopers LLP (“PwC”), the independent registered public accounting firm who audited the Company’s December 31, 20212023 financial statements, the matters required to be discussed in Public Company Accounting Oversight Board (“PCAOB”), Auditing Standard No. 16, “Communication with Audit Committees.” Additionally, the Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding communications with the Audit Committee concerning independence and has discussed with them their independence from the Company and its management. Finally, the Audit Committee has considered whether the provision of non-audit services to the Company by PwC is compatible with their independence.
Based on the reviews and discussions, referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements and management’s assessment of the effectiveness of internal controls be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20212023 for filing with the Securities and Exchange Commission.SEC.
Respectfully submitted, |
Geoff Armstrong, Chair |
Dennis J. FitzSimons |
Lisbeth McNabb |
Nexstar Media Group, Inc. |
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS
In addition to having retainedretaining PwC to audit the financial statements of Nexstar for the years ended December 31, 20212023 and 20202022 and review the financial statements included in Nexstar’s Quarterly Reports on Form 10‑Q during such years, Nexstar retained PwC to provide advice oncertain audit related and tax compliance matters.services as further described in the accompanying table. A representative of PwC is expected to be present at the Annual Meeting and will have the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions of stockholders. PWCPwC has served as the Company’s independent registered public accounting firm since 1997. The aggregate fees, including expenses, billed for professional services incurred by Nexstar and rendered by PwC in the years ended December 31, 20212023 and 20202022 were:
Type of Fees |
| 2023 |
| 2022 |
Audit Fees(1) |
| $3,776,439 |
| $3,610,000 |
Audit Related Fees(2) |
| 328,850 |
| 572,000 |
Tax Fees(3) |
| 889,611 |
| 807,000 |
Total |
| $4,994,900 |
| $4,989,000 |
Type of Fees |
| 2021 |
| 2020 |
Audit Fees(1) |
| $3,496,000 |
| $3,530,000 |
Audit Related Fees(2) |
| 292,000 |
| 532,450 |
Tax Fees(3) |
| 852,500 |
| 1,432,000 |
All Other Fees(4) |
| — |
| — |
Total |
| $4,640,500 |
| $5,494,450 |
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The Audit Committee has established policies and procedures for the approval and pre-approval of audit services and permitted non-audit services. The Audit Committee pre-approves all services relating to PwC.
Nexstar Media Group, Inc. |
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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
In October 2017, our Board of Directors adopted a related partyperson transactions policy. The Board of Directors is responsible for the review and, if appropriate, approval or ratification of “related-person transactions” involving us or our subsidiaries and related persons. Under SEC rules, a related person is a director, nominee for director, executive officer or a beneficial owner of 5% or more of our ordinary shares, and their immediate family members. The Board of Directors has adopted written policies and procedures that apply to any transaction or series of transactions in which we or one of our subsidiaries is a participant, the amount involved exceeds $120,000 and a related person has a direct or indirect material interest.
All employees sign a conflict of interest statement annually, and we require our directors and executive officers to complete annually a directors’ and officers’ questionnaire which requires disclosure of any related-partyrelated-person transactions. As required under SEC rules, transactions that are determined to be directly or indirectly material to the Company or a related person are disclosed in our periodic filings as appropriate.
UnderIn 2023, Nexstar entered a transaction relationship with a company owned by Mr. Sook which provides Nexstar a private aircraft for business travel of Nexstar employees and business guests at market rates to the NASDAQ Listing Standards, our independent Directors are Messrs. Armstrong, Grossman, Pompadur, Miller, Muse, FitzSimons and McMillen and Mses. McNabb and Aulestia. AllCompany. The company owned by Mr. Sook paid for the purchase of the committeesaircraft and bears all operating, personnel and maintenance costs associated with its operation for personal use, provided, that pursuant to the 2022 Sook Employment Agreement, Mr. Sook is entitled to reimbursement by the Company of up to $500,000 in aggregate for personal use of any aircraft during the period beginning March 1, 2023 and ending March 31, 2026. During the year ended December 31, 2023, the Company incurred $1.1 million expense for such services, of which $1.0 million was for business travels and the remainder was to reimburse Mr. Sook of his personal travel pursuant to the terms of his employment agreement described above (the amount is reported under “All Other Compensation” in the Summary Compensation Table above). The amount the Company pays for use of the Board of Directors are comprised solely of independent directors.aircraft is determined on a trip-by-trip basis based on a real-time, arms-length estimate to contract a substantially similar third-party aircraft for the same trip.
Nexstar Media Group, Inc. |
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Other Matters
As of the date of this Proxy Statement, the Board of Directors does not intend to present any matter for action at the Annual Meeting other than as set forth in the Notice and Proxy Statement for the Annual Meeting. If any other matters properly come before the meeting, it is intended that the holders of the proxies will act in accordance with their best judgment.
Annual Report to Stockholders
Nexstar’s Annual Report to Stockholders for the year ended December 31, 2021,2023, including Nexstar’s financial statements, management’s assessment of the effectiveness of internal controls and PricewaterhouseCoopers LLP’s report on the financial statements is available electronically with this Proxy Statement but is not part of the proxy solicitation materials. We will mail upon written request, without charge, to each stockholderstockholders of record as of the close of business on April 25, 2022,22, 2024, a copy of Nexstar’s Annual Report to Stockholders for the year ended December 31, 2021.2023. Exhibits will be provided at no charge to any stockholder upon written request. Any such requests should be directed to Nexstar Media Group, Inc., attention: Lee Ann Gliha, CFO.
Stockholder Proposals for the 20232025 Annual Meeting of Stockholders
Proposals of stockholders to be presented at the 20232025 Annual Meeting pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended, must be received by us no later than the close of business on January 4, 20232, 2025 in order that they may be included in the proxy statement and form of proxy relating to that meeting. Proposals should be addressed to Elizabeth Ryder, Secretary, Nexstar Media Group, Inc., 545 E. John Carpenter Freeway, Suite 700, Irving, TX 75062.
In addition, our bylawsBylaws require that we be given advance notice of other business that stockholders wish to present for action at an Annual Meeting of Stockholders (other than matters included in our Proxy Statement in accordance with Rule 14a-8), including stockholder nominations for the election to the Board of Directors. Such proposals and nominations for the 2023 Annual Meeting,2025 annual meeting of stockholders, other than those made by or on behalf of the Board of Directors, shall be made by notice in writing delivered or mailed by first class United States mail, postage prepaid, to our executive offices, and received no earlier than the close of business on February 13, 202318, 2025 and no later than the close of business on March 15, 2023.20, 2025. In the event that the 2023 Annual Meeting2025 annual meeting of stockholders is held before May 14, 202319, 2025 or after September 11, 2023,16, 2025, notice to be timely must be so delivered not earlier than the close of business on the 120th day prior to such 2023 Annual Meeting2025 annual meeting of stockholders and not later than the later of the close of business on the 90th day prior to such 2023 Annual Meeting2025 annual meeting of stockholders and the close of business on the 10th day following the day on which the public announcement of the meeting date is made. Our bylawsBylaws require that such notice contain certain additional information. Copies of the bylawsBylaws can be obtained without charge by writing our Corporate Secretary at the address shown on the cover of this Proxy Statement.
Any such notice must also comply with the timing, disclosure, procedural and other requirements as set forth in our Bylaws, and, for any stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees, such notice must also include the information required by Rule 14a-19 under the Exchange Act.
Nexstar Media Group, Inc. | 70 | 2024 Proxy Statement |
Other Information
Cost of Proxy Solicitation and Annual Meeting
The cost of the solicitation of proxies will be borne by us. In addition to the solicitation of proxies by this distribution, certain of our officers and employees, without extra remuneration, may solicit proxies personally, by telephone, mail or facsimile. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of Common Stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.
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Householding of Annual Meeting Materials
Some banks, brokers and other nominee record holders may be participating in the practice of “householding.” This means that only one copy of the Notice or, if applicable, one paper copy of our proxy statement or annual report may have been sent to multiple stockholders in a stockholder’s household. We will promptly deliver a separate copy of the Notice or, if applicable, a separate, paper copy of either document to any stockholder upon written or oral request to Nexstar Media Group, Inc., 545 E. John Carpenter Freeway, Suite 700, Irving, TX 75062, Attention: Lee Ann Gliha, Chief Financial Officer, (972) 373-8800. If any stockholder wants to receive a separate copy of the Notice or, if applicable, separate copies of the Annual Report and Proxy Statement in the future, or if any stockholder is receiving multiple copies and would like to receive only one copy for his or her household, such stockholder should contact his or her bank, broker, or other nominee record holder, or such stockholder may contact us at the above address and telephone number.
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Other Information
The Company has adopted a procedure by which stockholders may send communications, as defined within Item 407(f) of Regulation S-K, as promulgated under the Securities Exchange Act of 1934, as amended, to one or more members of the Board of Directors by writing to such director(s) or to the whole Board of Directors in care of Elizabeth Ryder, Secretary, Nexstar Media Group, Inc., 545 E. John Carpenter Freeway, Suite 700, Irving, TX 75062. Any such communications will be promptly distributed by the Secretary to such individual director(s) or to all directors if addressed to the full Board of Directors.
By Order of the Board of Directors, |
/s/Elizabeth Ryder |
Elizabeth Ryder |
Secretary |
April |
Nexstar Media Group, Inc. |
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ANNUAL MEETING OF SHAREHOLDERS OF June 13, 2022 PROXYVOTINGINSTRUCTIONS INTERNET -Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. TELEPHONE -Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call. Vote online/phone until 11:59 PM EST the day before the meeting. MAIL -Sign, date and mail your proxy card in the envelope provided as soon as possible. IN PERSON -You may vote your shares in person by attending the Annual Meeting. GO GREEN -e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. COMPANY NUMBER ACCOUNT NUMBER NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, Proxy Statement and Proxy Card are available at http://www.astproxyportal.com/ast/13194/ If voting by mail, please detach along perforated line and mail in the envelope provided. 00003333303300000000 0 061322 x THEBOARDOFDIRECTORSRECOMMENDSAVOTEFORPROPOSALS(1),(2),(3)AND(4). PLEASESIGN,DATEANDRETURNPROMPTLYINTHEENCLOSEDENVELOPE.PLEASEMARKYOURVOTEINBLUEORBLACKINKASSHOWNHERE 1. To elect the following nominees as Class I members of the Board of Directors for a term of three years. Signature of Shareholder Date: To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted viathis method. NOMINEES: FOR AGAINST ABSTAIN Bernadette S. Aulestia Dennis J. FitzSimons C. Thomas McMillen Lisbeth McNabb 2. To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. Approval, by an advisory vote, of executive compensation. 4. To approve an amendment to the Company’s Amended and Restated Articles of Incorporation to eliminate the Company’s Class B common stock and Class C common stock, which classes of common stock have no shares issued and outstanding as of the date hereof. 5. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment(s) or postponement(s) thereof. TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD. Signature of Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
ANNUAL MEETING OF STOCKHOLDERS OF June 13, 2022 GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, Proxy Statement and Proxy Card are available at http://www.astproxyportal.com/ast/13194/ Please sign, date and mail your proxy card in the envelope provided as soon as possible. Please detach along perforated line and mail in the envelope provided. 00003333303300000000 0 061322 1. To elect the following nominees as Class I members of the Board of Directors for a term of three years. NOMINEES: Bernadette S. Aulestia Dennis J. FitzSimons C. Thomas McMillen Lisbeth McNabb 2. To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. Approval, by an advisory vote, of executive compensation. 4. To approve an amendment to the Company’s Amended and Restated Articles of Incorporation to eliminate the Company’s Class B common stock and Class C common stock, which classes of common stock have no shares issued and outstanding as of the date hereof. 5. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment(s) or postponement(s) thereof. TOINCLUDEANYCOMMENTS,USETHECOMMENTSBOXONTHEREVERSEFORAGAINSTABSTAINTHEBOARDOFDIRECTORSRECOMMENDSAVOTEFORPROPOSALS(1),(2),(3)AND(4). PLEASESIGN,DATEANDRETURNPROMPTLYINTHEENCLOSEDENVELOPE.PLEASEMARKYOURVOTEINBLUEORBLACKINKASSHOWNHEREx To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted viathis method. SIDE OF THIS CARD. Signature of Stockholder Date: Signature of Stockholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
1 NEXSTAR MEDIA GROUP, INC. 2022 Annual Meeting of Stockholders This Proxy is solicited on behalf of the Board of Directors The undersigned, revoking all prior proxies, hereby appoints Perry A. Sook, Elizabeth Ryder and Lee Ann Gliha, and each of them, each with the power to appoint his or her substitute, as proxy or proxies to represent and to vote, as designated on the reverse side, all shares of common stock of Nexstar Media Group, Inc. (the “Company”) which the undersigned would be entitled to vote at the Annual Meeting of Stockholders of the Company to be held at 10:00 a.m., Central Daylight Time, on Monday, June 13, 2022, or at any adjournment(s) or postponement(s) thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS AS DISCLOSED IN THE PROXY STATEMENT. (Continued and to be signed on the reverse side) COMMENTS: 1.1 14475
