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9, 2022
Notice is hereby given that the
matters:
Stockholders
14, 2022
9, 2022.
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Stockholders14, 2022.
Please be advised that, we are monitoring developments regarding the coronavirus, or COVID-19, and preparing in the event any changes for our Annual Meeting are necessary or appropriate. If we decide to make any change, such as to the date or location, or to hold the meeting solely by remote communication, we will announce the change in advance and post details, including instructions on how shareholders can participate, on our website at www.sagacom.com, and file them with the SEC. We also recommend that you visit our website to confirm the status of the Annual Meeting before planning to attend in person.
2.
If you withhold your vote with respect to the election of the directors or abstain from voting on Proposal 2, or Proposal 3, your shares will be counted for purposes of determining a quorum. The two nominees to be elected by holders of Class A Common Stock and the fivesix nominees to be elected by holders of Class A Common Stock and Class B Common Stock, voting together, who receive the greatest number of votes cast for their election will be elected directors. Votes that are withheld will be excluded entirely from the vote on the election of directors and will therefore have no effect on the outcome. With respect to Proposal 2, and Proposal 3, stockholdersshareholders may vote in favor of or against the proposal, or abstain from voting. The affirmative vote of a majority of the votes cast by holders of Class A Common Stock and Class B Common Stock, voting together, with each share of Class A Common Stock entitled to one vote and each share of Class B Common Stock entitled to ten votes, is required for the adoption of Proposal 2. Abstentions on Proposal 2 will be treated as votes cast and Proposal 3.
therefore have the same effect as a vote against the proposal.
| | | Number of Shares | | | Percent of Class | | ||||||||||||||||||
Name | | | Class A | | | Class B | | | Class A | | | Class B | | ||||||||||||
Michael J. Bergner | | | | | 0 | | | | | | 0 | | | | | | * | | | | | | n/a | | |
Clarke R. Brown, Jr. | | | | | 6,623(1) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
Samuel D. Bush | | | | | 30,697(1)(2) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
Edward K. Christian | | | | | 3,194(2) | | | | | | 965,149(3) | | | | | | * | | | | | | 100.0% | | |
Timothy J. Clarke | | | | | 4,603(1) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
Roy F. Coppedge III | | | | | 4,617(1) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
Christopher S. Forgy | | | | | 10,465(1)(2) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
Warren S. Lada | | | | | 22,103(1) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
Marcia K. Lobaito(4) | | | | | 16,471(1)(2)(5) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
Gary G. Stevens | | | | | 12,300(1) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
All directors, nominees and executive officers as a group (10 persons) | | | | | 111,073(6) | | | | | | 965,149(3) | | | | | | 2.2% | | | | | | 100.0% | | |
TowerView LLC | | | | | 1,161,144(7) | | | | | | 0 | | | | | | 22.8% | | | | | | n/a | | |
T. Rowe Price Associates, Inc. | | | | | 657,258(8) | | | | | | 0 | | | | | | 12.9% | | | | | | n/a | | |
FMR LLC | | | | | 583,987(9) | | | | | | 0 | | | | | | 11.5% | | | | | | n/a | | |
Dimensional Fund Advisors LP | | | | | 365,932(10) | | | | | | 0 | | | | | | 7.2% | | | | | | n/a | | |
Gate City Capital Management, LLC | | | | | 309,895 (11) | | | | | | 0 | | | | | | 6.1% | | | | | | n/a | | |
Number of Shares | Percent of Class | |||||||||||||||
Name | Class A | Class B | Class A | Class B | ||||||||||||
Catherine A. Bobinski | 13,613 | (1)(2)(3) | 0 | * | n/a | |||||||||||
Clarke R. Brown, Jr. | 5,339 | (2) | 0 | * | n/a | |||||||||||
Samuel D. Bush | 22,901 | (2)(3) | 0 | * | n/a | |||||||||||
Edward K. Christian | 3,056 | (3) | 922,918 | (4) | * | 100.0 | % | |||||||||
Timothy J. Clarke | 2,960 | (2) | 0 | * | n/a | |||||||||||
Roy F. Coppedge III | 3,333 | (2) | 0 | * | n/a | |||||||||||
Christopher S. Forgy(5) | 3,645 | (2)(3) | 0 | * | n/a | |||||||||||
Warren S. Lada(6) | 23,170 | (2) | 0 | * | n/a | |||||||||||
Marcia K. Lobaito | 15,893 | (2)(3)(7) | 0 | * | n/a | |||||||||||
G. Dean Pearce | 623 | (2) | 0 | * | n/a | |||||||||||
Gary G. Stevens | 9,713 | (2) | 0 | * | n/a | |||||||||||
All directors, nominees and executive officers as a group (11 persons) | 104,246 | (8) | 922,918 | (4) | 2.1 | % | 100.0 | % | ||||||||
TowerView LLC | 1,161,936 | (9) | 0 | 23.1 | % | n/a | ||||||||||
T. Rowe Price Associates, Inc. | 688,018 | (10) | 0 | 13.7 | % | n/a | ||||||||||
Royce & Associates, LP | 585,369 | (11) | 0 | 11.6 | % | n/a | ||||||||||
FMR LLC | 507,601 | (12) | 0 | 10.1 | % | n/a | ||||||||||
Dimensional Fund Advisors LP | 422,049 | (13) | 0 | 8.4 | % | n/a | ||||||||||
BlackRock, Inc. | 299,782 | (14) | 0 | 6.0 | % | n/a |
Name and Age | | | Principal Occupation During the Past Five Years | | | Director Since | |
Class I Directors to be elected by holders of Class A Common Stock: | | ||||||
Roy F. Coppedge III, | | | Senior Advisor, BV Investment Partners (formerly Boston Ventures Management) from 2012 to 2017. From 1983 to 2012, Mr. Coppedge was Managing Director of BV Investment Partners. | ||||
We believe that Mr. Coppedge’s qualifications to sit on our Board include his more than twenty-five years in the private equity investment industry, primarily at a firm that | | | June 2013 | |
Name and Age | | | Principal Occupation During the Past Five Years | | | Director Since | |
| | | has made investments in seventy-eight private companies that have operated in the specific industries: media, communications, broadcasting, entertainment, and information and business services. | | | | |
| President and | ||||||
Founder, Bergner & Co. from 1991 to present. From 1987 to 1991, Mr. Bergner was an Associate at Laure Media Brokers. We believe that Mr. | |
May 2021 | ||||||||||
Class II Directors to be elected by holders of Class A and Class B Common Stock, voting together: | | |||||||||
Edward K. Christian, | | | President, CEO and Chairman of Saga Communications, Inc. and its predecessor since 1986. | |||||||
We believe that Mr. Christian’s qualifications to sit on our Board include his more than | | |||||||||
March 1992 | ||||||||||
| ||||||||||
Gary G. Stevens, | | | Managing Director, Gary Stevens & Co. (a media broker) since 1988. From 1977 to 1985, Mr. Stevens was Chief Executive Officer of the broadcast division of Doubleday & Co. From 1986 to 1988, Mr. Stevens was a Managing Director of the then Wall Street investment firm of Wertheim, Schroder & Co. | |||||||
We believe that Mr. Stevens’ qualifications to sit on our Board include his more than fifty years in the broadcast industry, including eight as chief executive officer of a major broadcast group. In addition, his experience as a managing director of an investment firm and his knowledge of capital and finance are of significant value to the Company. | | | July 1995 | | ||||||
Clarke R. Brown, Jr., | | | Retired; President of Jefferson-Pilot Communications Company from 1991 to June 2005. | |||||||
We believe that Mr. Brown’s qualifications to sit on our Board include his thirty-eight years in the broadcast industry, including fourteen years as President of the radio division of a then-public company. | | | July 2004 | | ||||||
Warren S. Lada, | | | Retired; Chief Operating Officer of the Company from March 2016 to June 30, 2018. Mr. Lada began his broadcast career in 1976 and served in various capacities for several broadcast companies before joining Saga in 1991. He initially served as General Manager of WAQY, Rock 102 in Springfield, MA and Regional Vice President | | | May 2018 | |
Name and Age | | | Principal Occupation During the Past Five Years | | | Director Since | |
| | | for Saga Communications of New England. Mr. Lada held several positions during his twenty-seven years with the Company. | ||||
We believe that Mr. Lada’s qualifications to sit on our Board include his twenty-seven years in the broadcast industry working for Saga, including over two years as Chief Operating Officer of the Company. | | | | | |||
Timothy J. Clarke, 77 | | | President and Owner, Clarke Company from 1987 to present. Mr. Clarke is also the Chairman of Gulfside Bank, a full service community bank in Sarasota, Florida. We believe that Mr. Clarke’s qualifications to sit on our Board include his more than twenty-five years in the advertising and public relations industry, including twenty as president of a full service advertising and public relations agency servicing markets that included radio and television, as well as his involvement in the startup and management of three community banks. | | | December 2013 | |
Marcia K. Lobaito, 73 | | | Ms. Lobaito was the Director of Business Affairs and Corporate Secretary since our inception in 1986, Vice President from 1996 to 2005 and Senior Vice President from 2005 to 2020. Effective March 13, 2020, Ms. Lobaito retired from Senior Vice President and Director of Business Affairs. At our request, Ms. Lobaito continues to serve as Corporate Secretary. | | | September 2021 | |
Stockholders
under the NASDAQ listing requirements. However, given Mr. Pearce’s experience handling numerous tax returns and statements, supervising internal books and corporate accountants, and collaborating with outside accounting firms to produce tax returns, we believe Mr. Pearce’s membership on the Finance and Audit Committee is required by the best interests of the Company and its stockholders.
The Finance and Audit Committee is responsible for retaining and overseeing our independent registered public accounting firm and approving the services performed by it; for overseeing our financial reporting process, accounting principles, the integrity of our financial statements, and our system of internal accounting controls; and for overseeing our internal audit function. The Finance and Audit Committee is also responsible for overseeing our legal and regulatory compliance and ethics programs. The Finance and Audit Committee operates under a written charter. The Finance and Audit Committee held four meetings in 2018.2021. See “Finance and Audit Committee Report” below.
and direction in connection with their oversight of the Company. Every director has been an executive officer responsible for leading and managing his or her company’s operations. With respect to the nomination of continuing directors for re-election, each individual’s contributions to the Board are also considered. The Company believes that the backgrounds and qualifications of the directors provide a significant composite mix of experience, knowledge and abilities that permit the Board to fulfill its oversight responsibilities. Nominees are not selected or discriminated against on the basis of gender, national origin, disability, race, religion, sexual orientation, or any other basis proscribed by law.
Shareholders
each station and the markets in which each station is located). The Board receives these reports from the appropriate officer within the organization to enable it, pursuant to the Corporate Governance Guidelines, to assess the major risks facing the Company and review options for their mitigation. The Finance and Audit Committee, pursuant to the Finance and Audit Committee’s charter, is required to discuss policies with respect to risk assessment and risk management as relates to the Company’s financial statements and financial reporting process. During the meeting of the Board, the Chairman or any other member of the Finance and Audit Committee reports on any applicable discussion relating to risk to the Board.
2022.
2023.
Fee Category | | | 2021 Fees | | | 2020 Fees | | ||||||
Audit fees | | | | $ | 278,151 | | | | | $ | 280,000 | | |
Audit-related fees | | | | $ | 15,000 | | | | | $ | 15,000 | | |
Tax fees | | | | $ | 39,935 | | | | | $ | 44,694 | | |
All other fees | | | | $ | — | | | | | $ | — | | |
Total fees | | | | $ | 333,086 | | | | | $ | 339,694 | | |
Fee Category | 2018 Fees | 2017 Fees | ||||||
Audit fees | $ | 279,543 | $ | 292,941 | ||||
Audit-related fees | $ | 19,633 | $ | 35,000 | ||||
Tax fees | $ | 38,791 | $ | 47,553 | ||||
All other fees | $ | — | $ | — | ||||
Total fees | $ | 337,967 | $ | 375,494 |
pre-approval of certain categories of engagements up to predetermined dollar thresholds that are reviewed by the Finance and Audit Committee. Specific pre-approval is mandatory for the annual financial statement audit engagement, among others. The Finance and Audit Committee has delegated to the Chair of the Finance and Audit Committee the authority to approve permitted services provided that the Chair reports any decisions to the Finance and Audit Committee at its next scheduled meeting.
The Company has been notified that the California Public Employees’ Retirement System (“CalPERS”), P.O. Box 2749, Sacramento, California 95812-2749, the beneficial owner of at least $2,000 in market value of the Company’s common stock on the date the proposal was submitted and for at least the preceding year, intends to present the following proposal at the Annual Meeting. In accordance with applicable proxy regulations, the proposal and supporting statement, for which we and our Board accept no responsibility, are set forth below:
RESOLVED, that the shareowners of Saga Communications, Inc. (Company) hereby request that the Board of Directors initiate the appropriate process to amend the Company’s articles of incorporation and/or bylaws to provide that directors shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareowners in uncontested elections. A plurality vote standard, however, will apply to contested director elections; that is, when the number of director nominees exceeds the number of board seats.
Is accountability by the Board of Directors important to you? As a longterm shareowner of the Company, CalPERS thinks accountability is of paramount importance. This is why we are sponsoring this proposal. This proposal would remove a plurality vote standard for uncontested elections that effectively disenfranchises shareowners and eliminates a meaningful shareowner role in uncontested director elections.
Under the Company’s current voting system, a director may be elected with as little as one affirmative vote because “withheld” votes have no legal effect. This scheme deprives shareowners of a powerful tool to hold directors accountable because it makes it impossible to defeat directors who run unopposed. Conversely, a majority voting standard allows shareowners to actually vote “against” candidates and to defeat reelection of a management nominee who is unsatisfactory to the majority of shareowners who cast votes.
A substantial number of companies have already adopted this form of majority voting. More than 90% of the companies in the S&P 500 have adopted a form of majority voting for uncontested director elections. We believe the Company should join the growing number of companies that have adopted a majority voting standard requiring incumbent directors who do not receive a favorable majority vote to submit a letter of resignation, and not continue to serve, unless the Board declines the resignation and publicly discloses its reasons for doing so.
Majority voting in director elections empowers shareowners to clearly say “no” to unopposed directors who are viewed as unsatisfactory by a majority of shareowners casting a vote. Incumbent board members serving in a majority vote system are aware that shareowners have the ability to determine whether the director remains in office. The power of majority voting, therefore, is not just the power to effectively remove poor directors, but also the power to heighten director accountability through the threat of a loss of majority support. That is what accountability is all about.
CalPERS believes that corporate governance procedures and practices, and the level of accountability they impose, are closely related to financial performance. It is intuitive that, when directors are accountable for their actions, they perform better. We therefore ask you to join us in requesting that the Board of Directors promptly adopt the majority voting standard for uncontested director elections. We believe the Company’s shareowners will substantially benefit from the increased accountability of incumbent directors and the power to reject directors shareowners believe are not acting in their best interests. Please vote FOR this proposal.
The Board is committed to sound corporate governance policies and practices, and has carefully considered CalPERS proposal. Because, as discussed below, the Board is unable to implement the proposal to achieve its objective, and for the other reasons discussed below, the Board does not believe the proposal is in the best interests of the Company and its stockholders.
We are a “controlled company” under the NASDAQ’s corporate governance listing requirements because more than 50% of the combined voting power of our Common Stock (Class A and Class B shares) is held by Mr. Christian, our President, CEO, and Chairman. Mr. Christian owns approximately 65% of the combined voting power of our Class A and Class B Common Stock with respect to those matters on which Class B Common Stock is entitled to ten votes per share. These matters include the election of five of our seven directors.
Implementation of the proposal to achieve its stated goal of allowing a majority of stockholders who cast votes to defeat the election of a director nominee can only be accomplished by amending the Company’s certificate of incorporation to eliminate the 10-to-1 voting preference for the Class B Common Stock. Without such an amendment, the owner of our Class B Common Stock will continue to hold a controlling majority of votes for five of our directors. Neither the Board nor the Company has the authority to amend the certificate of incorporation to change this preference and, therefore, implementation of the proposal to achieve its goal is impossible without Mr. Christian’s vote in the affirmative.
Eliminating the voting preference for the Class B Common Stock would constitute an adverse change in the powers and preferences of that class. Under § 242(b)(2) of the Delaware General Corporation Law, such a change would require the approval of the holder of the Class B Common Stock, voting separately. Consequently, for the Company to implement the proposal, the Company would need Mr. Christian to negotiate, and ultimately to agree, to amend the certificate of incorporation and change the voting rights of the Class B Common Stock, at least as they apply to director elections.
Mr. Christian, acting solely in his capacity as the beneficial owner of the Class B Common Stock with the power to control the vote of such stock, has provided the Company with a written statement confirming that he (i) will not support the proposal, because the proposal would adversely and materially impact his property and shareholder rights, (ii) will respond in the negative to any encouragement by the Board, or any attempts at discussion or negotiation by the Board, to relinquish any of his preexisting rights in the Class B Common Stock, (iii) will not engage in any discussions or negotiations regarding any proposed amendment to the certificate of incorporation and/or bylaws that give effect to the proposal or any similar proposal and (iv) will vote against any such proposed amendment to the certificate of incorporation and/or bylaws that seeks to limit the voting rights of the Class B Common Stock. Mr. Christian has undertaken to inform the Board should he ever choose to change his position on these issues. Thus, Mr. Christian has made futile and effectively foreclosed the ability of the Company to take steps required to implement the proposal by making clear in his statement that he is unwilling to engage in any discussions or negotiations or be responsive to encouragement to amend the certificate of incorporation, and that he would vote against any such amendment.
Plurality voting is the default standard under Delaware law for the election of directors. It assures that a corporation does not have “failed elections.” That is, an election in which a director is not chosen and a vacancy on the board results. If directors are not elected or are otherwise required to resign upon failing to receive a majority of the votes cast, as set forth in the current proposal, the Company may face uncertainty as to satisfying certain NASDAQ listing requirements or other governance regulations, such as those relating to committee composition or the maintenance of an audit committee financial expert.
The Company believes its stockholders are satisfied with the composition of its Board and the Company’s financial performance, as all of the Company’s directors have consistently been elected by the affirmative vote of substantially more than a majority of the outstanding shares of the holders voting for such directors, whether they are holders of Class A Common Stock or Class B Common Stock. A majority of our Board is made up of independent directors within the meaning of NASDAQ requirements and based on the Board’s application of the standards of independence set forth in our Corporate Governance Guidelines, even though such strong independence is not required for a controlled company. In considering candidates for our Board, we examine a number of different criteria, including (i) relevant management and industry experience; (ii) high personal and professional ethics, integrity and values; (iii) a commitment to representing the long-term interests of our stockholders as a whole rather than special interest groups or constituencies; (iv) candidate independence; and (v) an ability and willingness to devote sufficient time to carrying out his or her duties. We believe that the backgrounds and qualifications of our directors provide a significant composite mix of experience, knowledge and abilities that permit the Board to fulfill its oversight responsibilities. The Company is committed to continuing to pursue the optimum mix of talent, experience and diversity among our directors to do the very best job for the Company and our stockholders.
For all of the reasons discussed above, the Board recommends that the stockholders vote “AGAINST” this proposal.
This Compensation Discussion and AnalysisOverview outlines our compensation objectives and policies for our executive officers. It explains how we make executive compensation decisions, the data we use, and the reasoning behind the decisions that we make.
compensation paid to executive officers of other public companies in the same industry. Other public companies that the Committee has looked at in past years for comparison include: Beasley Broadcast Group, Inc.; CC Media Holdings, Inc.; Cumulus Media Inc.; Emmis Communications Corporation; Entercom Communications Corp.Audacy, Inc.; Entravision Communications Corporation; The E.W. Scripps Company; Urban One, Inc.; Salem Media Group, Inc.; Townsquare Media, Inc.; Sirius XM Holdings Inc.; and Spanish Broadcasting System, Inc.
the compensation paid to the Chief Executive Officers of other public companies in the broadcast industry based on publicly available information as a means of generally determining whether Mr. Christian’s total compensation is in line with the marketplace. The Committee entered into the 20192022 amendment rather than waiting until closer to the expiration of the CEO’s 2011 employment agreement, as amended by the 2016 amendment and the 2019 amendment, in order to make certain changes to the 2011 employment agreement pursuant to Section 409A of the Internal Revenue Code, and in order to provide stability to the Company, assurance to the marketplace, and certainty to Mr. Christian as to the future management of the Company during the next important period of Company operations. In 2011, the Committee increased the CEO’s base salary to $860,000 per year from $750,000 per year. From this amount Mr. Christian agreed to a reduction in conformance with the reduction to salary taken by all of our employees, which reduction was reinstated for all employees, and Mr. Christian, in 2011 and 2012, as discussed in the next paragraph below. Under the 2011 employment agreement, beginning on June 1, 2012, on each anniversary of the 2011 employment agreement (the “anniversary date”), the Committee determined, in its discretion, the amount of any increase to the CEO’s then existing annual salary provided that such increase would not be less than the greater of 3% or the cost of living increase based on the consumer price index. Accordingly, based on the consumer price index, the Committee increased the CEO’s 2012 base salary by 3.1% to $886,660 effective June 1, 2012, and then increased the CEO’s 2013 base salary by 3% to $913,260 effective June 1, 2013. Effective June 1, 2014, the Committee then increased the CEO’s 2014 base salary by 3% to $940,658. Pursuant to the 2011 employment agreement, and based on the consumer price index, the Committee then increased the CEO’s 2015 base salary by 3% to $968,877 effective June 1, 2015. Upon the parties entering into the 2016 amendment, this term was modified so that, on each anniversary date, the Committee is to determine, in its discretion, the amount of any increase to
In 2018,$1,225,939.
provided pursuant to a written binding contract which was in effect on November 2, 2017 and which was not materially modified after that date, such as the CEO Plan. Under the CEO Plan, within ninety days after the beginning of each fiscal year, the Committee establishes the bonus opportunity for the CEO. The bonus opportunity for the CEO is based on the achievement of one or more performance objectives in alignment with our business strategies, and, if realized, provides for a total compensation generally in line with the total compensation paid to other CEOs in our peer group.
achieve.
2013 and at the 2018 Annual Meeting of Shareholders.
applicable date. economy. In June 2018,recent years, the Committee amended Mr. Lada’s restricted stock agreement to allow his shares to continue to vest so long as he is a director onhas been granted with pro-rata vesting at the applicable date. In November 2018, we awarded 49,576 total sharesend of restricted stock to certain named executive officers as follows: Ms. Bobinski, 2,204 shares; Mr. Bush, 3,857 shares; Mr. Forgy, 1,570 shares; Ms. Lobaito, 2,369 shares; and Mr. Christian, 36,629 shares (all awards comprise Class A Common Stock, except that Mr. Christian’s award comprises Class B Common Stock). The shares vest in one-third increments on November 6, 2019, 2020, and 2021, ifeach of the named executive officer is an employee onensuing three years from the applicable date.date of grant. All such awards of restricted stock, however, shall vest if the named executive officer is an employee onupon the occurrence or deemed occurrence of a change-in-control.
Stock options have been granted with exercise prices equal to Under the closing price on the NASDAQ of a share of Class A Common Stock on the date of grant, with pro-rata vesting at the end of eachterms of the following five years from2005 Incentive Compensation Plan and the dateform of grant. Restrictedrestricted stock has been granted with pro-rata vesting at the end ofgrant agreement, each officer must retain 50% of the following five years fromnet award of restricted stock until such time as the date of grant, and with pro-rata vesting at the end of eachofficer is no longer an employee of the following three years from the date of grant. Company.
We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussion with management we have recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and in our annual report on Form 10-K for the year ended December 31, 2018.
Compensation Committee
Gary G. Stevens, ChairmanClarke R. Brown, Jr.
Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act or the Exchange Act that incorporate future filings, including this proxy statement in whole or in part, the foregoing Compensation Committee Report shall not be incorporated by reference into any such filings.
Name and Principal Position | Year | Salary(1) $ | Bonus(1) $ | Stock Awards(3) $ | Option Awards(4) $ | Non-Equity Incentive Plan Comp $ | All Other Compensation(5) $ | Total Compensation $ | ||||||||||||||||||||||||
Edward K. Christian President and CEO | 2018 | $ | 1,071,476 | $ | — | (2) | $ | 1,365,163 | $ | — | $ | 800,000 | (2) | $ | 151,350 | $ | 3,387,989 | |||||||||||||||
2017 | $ | 1,030,420 | $ | — | (2) | $ | 1,281,800 | $ | — | $ | 950,000 | (2) | $ | 121,163 | $ | 3,383,383 | ||||||||||||||||
2016 | $ | 990,938 | $ | — | (2) | $ | 1,229,288 | $ | — | $ | 850,000 | (2) | $ | 148,711 | $ | 3,218,937 | ||||||||||||||||
Samuel D. Bush, Senior Vice President and CFO | 2018 | $ | 346,923 | $ | 35,000 | $ | 173,780 | $ | — | $ | — | $ | 29,552 | $ | 585,255 | |||||||||||||||||
2017 | $ | 340,000 | $ | 35,000 | $ | 139,009 | $ | — | $ | — | $ | 25,731 | $ | 539,740 | ||||||||||||||||||
2016 | $ | 340,000 | $ | 35,000 | $ | 135,983 | $ | — | $ | — | $ | 36,765 | $ | 547,748 | ||||||||||||||||||
Warren S. Lada,(6) Chief Operating Officer | 2018 | $ | 197,308 | $ | — | $ | 30,030 | $ | — | $ | — | $ | 27,010 | $ | 254,348 | |||||||||||||||||
2017 | $ | 380,000 | $ | 50,000 | $ | 154,700 | $ | — | $ | — | $ | 40,808 | $ | 625,508 | ||||||||||||||||||
2016 | $ | 380,000 | $ | 50,000 | $ | 152,021 | $ | — | $ | — | $ | 43,533 | $ | 625,554 | ||||||||||||||||||
Marcia K. Lobaito, Senior Vice President, Corporate Secretary and Director of Business Affairs | 2018 | $ | 211,923 | $ | 35,000 | $ | 118,323 | $ | — | $ | — | $ | 27,672 | $ | 392,918 | |||||||||||||||||
2017 | $ | 205,000 | $ | 35,000 | $ | 83,980 | $ | — | $ | — | $ | 27,998 | $ | 351,978 | ||||||||||||||||||
2016 | $ | 205,000 | $ | 35,000 | $ | 81,988 | $ | — | $ | — | $ | 47,068 | $ | 369,056 | ||||||||||||||||||
Catherine A. Bobinski, Senior Vice President – Finance, Chief Accounting Officer and Corp. Controller | 2018 | $ | 193,846 | $ | 35,000 | $ | 112,173 | $ | — | $ | — | $ | 22,241 | $ | 363,260 | |||||||||||||||||
2017 | $ | 180,000 | $ | 35,000 | $ | 73,593 | $ | — | $ | — | $ | 30,030 | $ | 318,623 | ||||||||||||||||||
2016 | $ | 180,000 | $ | 35,000 | $ | 71,977 | $ | — | $ | — | $ | 32,070 | $ | 319,047 | ||||||||||||||||||
Christopher S. Forgy,(7) Senior Vice President – Operations | 2018 | $ | 263,365 | $ | 60,000 | $ | 58,514 | $ | — | $ | — | $ | 54,113 | $ | 435,992 | |||||||||||||||||
2017 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||
2016 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — |
Name and Principal Position | | | Year | | | Salary(1) $ | | | Bonus(1) $ | | | Stock Awards(3) $ | | | Option Awards(4) $ | | | Non- Equity Incentive Plan Comp $ | | | All Other Compensation(5) $ | | | Total Compensation $ | | ||||||||||||||||||||||||
Edward K. Christian President and CEO | | | | | 2021 | | | | | $ | 1,206,716 | | | | | $ | —(2) | | | | | $ | 919,448 | | | | | $ | — | | | | | $ | 950,000(2) | | | | | $ | 133,584 | | | | | $ | 3,209,748 | | |
| | | 2020 | | | | | $ | 1,158,734 | | | | | $ | —(2) | | | | | $ | — | | | | | $ | — | | | | | $ | 700,000(2) | | | | | $ | 177,121 | | | | | $ | 2,035,855 | | | ||
| | | 2019 | | | | | $ | 1,114,168 | | | | | $ | —(2) | | | | | $ | 1,382,815 | | | | | $ | — | | | | | $ | 700,000(2) | | | | | $ | 180,650 | | | | | $ | 3,377,633 | | | ||
Samuel D. Bush, Senior Vice President and CFO | | | | | 2021 | | | | | $ | 352,884 | | | | | $ | 35,000 | | | | | $ | 146,004 | | | | | $ | — | | | | | $ | — | | | | | $ | 28,396 | | | | | $ | 562,284 | | |
| | | 2020 | | | | | $ | 350,000 | | | | | $ | 35,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 26,085 | | | | | $ | 411,085 | | | ||
| | | 2019 | | | | | $ | 350,000 | | | | | $ | 35,000 | | | | | $ | 139,994 | | | | | $ | — | | | | | $ | — | | | | | $ | 29,197 | | | | | $ | 554,191 | | | ||
Christopher S. Forgy, Senior Vice President – Operations | | | | | 2021 | | | | | $ | 287,884 | | | | | $ | 35,000 | | | | | $ | 119,991 | | | | | $ | — | | | | | $ | — | | | | | $ | 21,388 | | | | | $ | 464,263 | | |
| | | 2020 | | | | | $ | 285,000 | | | | | $ | 35,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 18,333 | | | | | $ | 338,333 | | | ||
| | | 2019 | | | | | $ | 285,000 | | | | | $ | 35,000 | | | | | $ | 85,488 | | | | | $ | — | | | | | $ | — | | | | | $ | 18,517 | | | | | $ | 424,005 | | |
The following table sets forth information concerning equity and non-equity incentive plan awards made to each of the named executive officers of the Company during 2018.
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | |||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target 1 ($) | Target 2 ($) | Target 3 ($) | Maximum Awards ($) | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value of Stock Awards ($) | ||||||||||||||||||||||||||||||
Edward K. Christian | March 27, 2018 | 500,000 | 650,000 | 800,000 | $ | 1,000,000 | — | — | — | — | ||||||||||||||||||||||||||||||
November 28, 2018 | — | — | — | — | — | — | 36,629 | 36,629 | 1,365,163 | |||||||||||||||||||||||||||||||
Samuel D. Bush | March 13, 2018 | — | — | — | — | — | — | 770 | 770 | 30,030 | ||||||||||||||||||||||||||||||
November 28, 2018 | — | — | — | — | — | — | 3,857 | 3,857 | 143,750 | |||||||||||||||||||||||||||||||
Warren S. Lada(3) | March 13, 2018 | — | — | — | — | — | — | 770 | 770 | 30,030 | ||||||||||||||||||||||||||||||
November 28, 2018 | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
Marcia K. Lobaito | March 13, 2018 | — | — | — | — | — | — | 770 | 770 | 30,030 | ||||||||||||||||||||||||||||||
November 28, 2018 | — | — | — | — | — | — | 2,369 | 2,369 | 88,293 | |||||||||||||||||||||||||||||||
Catherine A. Bobinski | March 13, 2018 | — | — | — | — | — | — | 770 | 770 | 30,030 | ||||||||||||||||||||||||||||||
November 28, 2018 | — | — | — | — | — | — | 2,204 | 2,204 | 82,143 | |||||||||||||||||||||||||||||||
Christopher S. Forgy | March 13, 2018 | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
November 28, 2018 | — | — | — | — | — | — | 1,570 | 1,570 | 58,514 |
Option Awards | Stock Awards(1) | |||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | ||||||||||||||||||
Edward K. Christian | ||||||||||||||||||||||||
11/28/2016 | — | — | $ | — | — | 8,431 | $ | 280,162 | ||||||||||||||||
12/06/2017 | — | — | $ | — | — | 19,333 | $ | 642,436 | ||||||||||||||||
3/13/2018 | — | — | $ | — | — | — | $ | — | ||||||||||||||||
11/28/2018 | — | — | $ | — | — | 36,629 | $ | 1,217,182 | ||||||||||||||||
Samuel D. Bush | ||||||||||||||||||||||||
11/28/2016 | — | — | $ | — | — | 933 | $ | 31,004 | ||||||||||||||||
12/06/2017 | $ | — | — | 2,096 | $ | 69,650 | ||||||||||||||||||
3/13/2018 | — | — | $ | — | — | 513 | $ | 17,047 | ||||||||||||||||
11/28/2018 | — | — | $ | — | — | 3,857 | $ | 128,168 | ||||||||||||||||
Warren S. Lada(3) | ||||||||||||||||||||||||
11/28/2016 | — | — | $ | — | — | 1,043 | $ | 34,659 | ||||||||||||||||
12/06/2017 | — | $ | — | — | 2,333 | $ | 77,526 | |||||||||||||||||
3/13/2018 | — | — | $ | — | — | 513 | $ | 17,047 | ||||||||||||||||
11/28/2018 | — | — | $ | — | — | — | $ | — | ||||||||||||||||
Marcia K. Lobaito | ||||||||||||||||||||||||
11/28/2016 | — | — | $ | — | — | 562 | $ | 18,675 | ||||||||||||||||
12/06/2017 | $ | — | — | 1,266 | $ | 42,069 | ||||||||||||||||||
3/13/2018 | — | — | $ | — | — | 513 | $ | 17,047 | ||||||||||||||||
11/28/2018 | — | — | $ | — | — | 2,369 | $ | 78,722 | ||||||||||||||||
Catherine A. Bobinski | ||||||||||||||||||||||||
11/28/2016 | — | — | $ | — | — | 494 | $ | 16,416 | ||||||||||||||||
12/06/2017 | — | — | $ | — | — | 1,110 | $ | 36,885 | ||||||||||||||||
3/13/2018 | — | — | $ | — | — | 513 | $ | 17,047 | ||||||||||||||||
11/28/2018 | — | — | $ | — | — | 2,204 | $ | 73,239 | ||||||||||||||||
Christopher S. Forgy | ||||||||||||||||||||||||
11/28/2016 | — | — | $ | — | — | 206 | $ | 6,845 | ||||||||||||||||
12/06/2017 | $ | — | — | 323 | $ | 10,733 | ||||||||||||||||||
3/13/2018 | — | — | $ | — | — | — | $ | — | ||||||||||||||||
11/28/2018 | — | — | $ | — | — | 1,570 | $ | 52,171 |
| | | Option Awards | | | Stock Awards(1) | | ||||||||||||||||||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | ||||||||||||||||||
Edward K. Christian | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
12/11/2019 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 14,773 | | | | | $ | 357,211 | | |
12/10/2021 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 39,976 | | | | | $ | 966,620 | | |
Samuel D. Bush | | | | | | | | ||||||||||||||||||||||||||||||
12/11/2019 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 1,495 | | | | | $ | 36,149 | | |
12/10//2021 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 6,348 | | | | | $ | 153,495 | | |
Christopher S. Forgy | | | | | | | | ||||||||||||||||||||||||||||||
12/11/2019 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 913 | | | | | $ | 22,076 | | |
12/10/2021 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 5,217 | | | | | $ | 126,147 | | |
The following table sets forth the options exercised by the named executive officers listed below in 2018 and the restricted stock of the executive officers listed below which vested during the year ended December 31, 2018.
Option Awards | Stock Awards | |||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | ||||||||||||
Edward K. Christian | — | — | 27,926 | $ | 1,041,081 | |||||||||||
Samuel D. Bush | — | — | 3,369 | $ | 125,596 | |||||||||||
Warren S. Lada(2) | — | — | 3,730 | $ | 139,054 | |||||||||||
Marcia K. Lobaito | — | — | 2,135 | $ | 79,593 | |||||||||||
Catherine A. Bobinski | — | — | 1,904 | $ | 70,981 | |||||||||||
Christopher S. Forgy | — | — | 616 | $ | 22,964 |
In 1999 and 2005, we established nonqualified deferred compensation plans which allow executive officers and certain employees to annually elect, prior to January 1 of the calendar year in which the base salary or bonus is earned, to defer a portion of their base salary up to 15% (but not less than $2,500), and up to 85% of any bonus, on a pre-tax basis, until their retirement. The deferred amounts are invested in investment options offered under the plans. The Company may, in its discretion, purchase policies of life insurance on the lives of the participants to assist the Company in paying the deferred compensation under the plans. The Company has created model trusts to assist it in meeting its obligations under the plans. All investment assets under the plans are the property of the Company until distributed. The retirement benefit to be provided is based on the amount of compensation deferred and any earnings thereon. The 2005 plan is substantially identical to the 1999 plan except for certain modifications to comply with Section 409A of the Code. Any contributions made after 2004 are made pursuant to the 2005 deferred compensation plan.
Under the plans, upon termination of the executive officer’s employment with the Company, he or she will be entitled to receive all amounts credited to his or her account for deferrals and the related earnings thereon, prior to January 1, 2005, in one lump sum. For amounts deferred after 2004, the executive will receive the amounts credited to his or her account in one lump sum, six months after termination. For amounts deferred prior to January 1, 2005, under the 1999 deferred compensation plan, upon a participant’s death if the Company has purchased life insurance, the benefit payable shall equal the value of the participant’s account multiplied by 1.5. Under the 2005 deferred compensation plan, upon a participant’s death, if the Company has purchased a life insurance policy on the life of a participant, the benefit payable shall equal the value of the participant’s account multiplied by 1.5, but the incremental increase to such account shall not exceed $150,000. Upon a change-in-control of the Company, each participant shall be distributed all amounts credited to his or her account in a lump sum. Mr. Christian does not participate in the plans.
Name | Executive Contributions in Last FY ($) | Balance before becoming an Officer ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings (Loss) in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | ||||||||||||||||||
Edward K. Christian | $ | — | $ | $ | — | $ | — | $ | — | $ | — | |||||||||||||
Samuel D. Bush | $ | — | $ | $ | — | $ | (14,121 | ) | $ | — | $ | 292,381 | ||||||||||||
Warren S. Lada(1) | $ | — | $ | $ | — | $ | 6,193 | $ | (195,030 | ) | $ | 493,514 | ||||||||||||
Marcia K. Lobaito | $ | 31,788 | $ | $ | — | $ | (5,747 | ) | $ | — | $ | 398,262 | ||||||||||||
Catherine A. Bobinski | $ | 23,262 | $ | $ | — | $ | (4,350 | ) | $ | — | $ | 357,996 | ||||||||||||
Christopher S. Forgy | $ | 9,063 | $ | 18,202 | $ | — | $ | 126 | $ | — | $ | 27,391 |
Under Item 404(u) of Regulation S-K, the Company must disclose the ratio of the median of the annual total compensation of all employees (except the principal executive officer) to the total annual compensation of the principal executive officer. The Company’s principal executive officer is Mr. Christian. To determine the median employee for purposes of this disclosure in last year’s proxy statement, the Company compiled a listing of all employees as of November 24, 2017, except for 71 employees who joined the Company on September 1, 2017 as the result of our acquisition on that date of radio stations in the Charleston and Hilton Head, South Carolina radio markets, whom we excluded in accordance with the instructions to Item 404(u). This year, we included the employees at our radio stations in Charleston and Hilton Head, South Carolina in the list we compiled of all Company employees as of November 21, 2018, and made a new median employee determination. We did that by calculating the annual total compensation of each employee in the same manner as annual total compensation is calculated for the Company’s named executive officers as set forth in the 2018 Summary Compensation Table. The list of employees was then ranked from lowest employee annual total compensation to highest, and the employee with the median annual total compensation was identified as the median employee. This median employee’s annual total compensation was $36,249. Mr. Christian’s annual total compensation for 2018 was $3,387,989 and, therefore, Mr. Christian’s 2018 annual total compensation is 93 times that of the median employee.
on the consumer price index. The amended 2011 employment agreement also includes a provision providing for a bonus to be awarded to Mr. Christian at the discretion of the Board.
The amended 2011 employment agreement also contains a covenant not to compete pursuant to which Mr. Christian agrees that if he voluntarily terminates his employment with the Company or is terminated for cause, for a three year period, he will not, directly or indirectly, own, manage, operate, control, or be employed by, any radio or television station the primary transmitter of which is located within sixty-five miles of the community license of a radio or television station (i) then operated by the Company or any of its subsidiaries, or (ii) then subject to a sale or purchase contract to which the Company or any subsidiary is a party.
Compensation Committee determines that a change-in-control has occurred if the grantee of the restricted stock is an employee at the time of such occurrence.
The following tables show the estimated payments and benefits to the CEO (under the terms of the amended 2011 employment agreement) and the other named executive officers in the event of a change-in-control, upon retirement, upon termination other than retirement or death, and upon death assuming the trigger event occurred on December 31, 2018 (the last business day of the fiscal year), and the number of options and shares of restricted stock and the price per share, as applicable, which is the closing price on December 31, 2018:
Change-in-Control | ||||||||||||||||||||||||||||||||||||||||||||||||
CEO Employment Agreement Salary, Bonus & Tax Gross-Up(1) | Change in Control Agreements(2) | Split Dollar Premium(3)(10) | Life Insurance Premium(4) | Health Insurance Premiums(5) | Medical Reimburse- ment(6) | Account Balance Non-Qualified Plan(7) | Restricted Stock(8) | Stock Options | CSV of Split Dollar Policy(9) | Accrued Vacation(10) | Total Change in Control Payments | |||||||||||||||||||||||||||||||||||||
Edward K. Christian | $ | 9,715,510 | $ | — | $ | 500,000 | $ | 460,000 | $ | 74,000 | $ | 123,500 | $ | — | $ | 2,139,779 | $ | — | $ | 797,785 | $ | 440,135 | $ | 14,250,709 | ||||||||||||||||||||||||
Samuel D. Bush | $ | — | $ | 565,962 | $ | — | $ | — | $ | — | $ | — | $ | 292,381 | $ | 245,869 | $ | — | $ | 192,498 | $ | — | $ | 1,296,710 | ||||||||||||||||||||||||
Marcia K. Lobaito | $ | — | $ | 363,462 | $ | — | $ | — | $ | — | $ | — | $ | 398,262 | $ | 156,513 | $ | — | $ | 207,505 | $ | — | $ | 1,125,742 | ||||||||||||||||||||||||
Catherine A. Bobinski | $ | — | $ | 329,423 | $ | — | $ | — | $ | — | $ | — | $ | 357,996 | $ | 143,587 | $ | — | $ | 162,294 | $ | — | $ | 993,300 | ||||||||||||||||||||||||
Christopher S. Forgy | $ | — | $ | 375,865 | $ | — | $ | — | $ | — | $ | — | $ | 27,391 | $ | 69,750 | $ | — | $ | — | $ | — | $ | 473,006 | ||||||||||||||||||||||||
Total | $ | 9,715,510 | $ | 1,634,712 | $ | 500,000 | $ | 460,000 | $ | 74,000 | $ | 123,500 | $ | 1,076,030 | $ | 2,755,498 | $ | — | $ | 1,360,082 | $ | 440,135 | $ | 18,139,467 |
Retirement upon age 65 | ||||||||||||||||||||||||||||
Health Insurance Premiums(1) | Medical Reimbursement(2) | Account Balance Non-Qualified Plan(3) | Stock Options | CSV of Split Dollar Policy(4) | Accrued Vacation(5) | Total Retirement Payments | ||||||||||||||||||||||
Edward K. Christian | $ | 74,000 | $ | 123,500 | $ | — | $ | — | $ | 797,785 | $ | 440,135 | $ | 1,435,420 | ||||||||||||||
Samuel D. Bush | $ | — | $ | — | $ | 292,381 | $ | — | $ | 192,498 | $ | — | $ | 484,879 | ||||||||||||||
Warren S. Lada | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | |||||||||||||||
Marcia K. Lobaito | $ | — | $ | — | $ | 398,262 | $ | — | $ | 207,505 | $ | — | $ | 605,767 | ||||||||||||||
Catherine A. Bobinski | $ | — | $ | — | $ | 357,996 | $ | — | $ | 162,294 | $ | — | $ | 520,290 | ||||||||||||||
Christopher S. Forgy | $ | — | $ | — | $ | 27,391 | $ | — | $ | — | $ | — | $ | 27,391 | ||||||||||||||
Total | $ | 74,000 | $ | 123,500 | $ | 1,076,030 | $ | — | $ | 1,360,082 | $ | 440,135 | $ | 3,073,747 |
Termination other Than Retirement, Death or Disability | ||||||||||||||||||||||||
Health Insurance Premiums(1) | Medical Reimbursement(2) | Account Balance Non-Qualified Plan(3) | Stock Options | Accrued Vacation(4) | Total Termination Payments | |||||||||||||||||||
Edward K. Christian | $ | 74,000 | $ | 123,500 | $ | — | $ | — | $ | 440,135 | $ | 637,635 | ||||||||||||
Samuel D. Bush | $ | — | $ | — | $ | 292,381 | $ | — | $ | — | $ | 292,381 | ||||||||||||
Warren S. Lada(5) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Marcia K. Lobaito | $ | — | $ | — | $ | 398,262 | $ | — | $ | — | $ | 398,262 | ||||||||||||
Catherine A. Bobinski | $ | — | $ | — | $ | 357,996 | $ | — | $ | — | $ | 357,996 | ||||||||||||
Christopher S. Forgy | $ | — | $ | — | $ | 27,391 | $ | — | $ | — | $ | 27,391 | ||||||||||||
Total | $ | 74,000 | $ | 123,500 | $ | 1,076,030 | $ | — | $ | 440,135 | $ | 1,713,665 |
Termination Due to Death | ||||||||||||||||||||||||||||||||||||
CEO Employment Agreement Salary & Bonus(1) | Health Insurance Premiums(2) | Medical Reimbursement(3) | 150% of Account Balance Non Qualified Plan(4) | Restricted Stock(5) | Stock Options | Split Dollar Policy(6) | Accrued Vacation(7) | Total Termination Due to Death Payments | ||||||||||||||||||||||||||||
Edward K. Christian | $ | 1,089,855 | $ | 37,000 | $ | 61,750 | $ | — | $ | 2,139,779 | $ | — | $ | 7,000,000 | $ | 440,135 | $ | 10,768,519 | ||||||||||||||||||
Samuel D. Bush | $ | — | $ | — | $ | — | $ | 438,572 | $ | — | $ | — | $ | 500,000 | $ | — | $ | 938,572 | ||||||||||||||||||
Marcia K. Lobaito | $ | — | $ | — | $ | — | $ | 578,064 | $ | — | $ | — | $ | 250,000 | $ | — | $ | 828,064 | ||||||||||||||||||
Catherine A. Bobinski | $ | — | $ | — | $ | — | $ | 536,994 | $ | — | $ | — | $ | 250,000 | $ | — | $ | 786,994 | ||||||||||||||||||
Christopher S. Forgy | $ | — | $ | — | $ | — | $ | 41,087 | $ | — | $ | — | $ | — | $ | — | $ | 41,087 | ||||||||||||||||||
Total | $ | 1,089,855 | $ | 37,000 | $ | 61,750 | $ | 1,594,716 | $ | 2,139,779 | $ | — | $ | 8,000,000 | $ | 440,135 | $ | 13,363,235 |
Termination Due to Disability | ||||||||||||||||||||||||||||||||
CEO Employment Agreement Salary & Bonus(1) | Health Insurance Premiums(2) | Medical Reimbursement(3) | Account Balance Non-Qualified Plan(4) | Restricted Stock(5) | Stock Options | Accrued Vacation(6) | Total Disability Payments | |||||||||||||||||||||||||
Edward K. Christian | $ | 2,179,710 | $ | 74,000 | $ | 123,500 | $ | — | $ | 2,139,779 | $ | — | $ | 440,135 | $ | 4,957,124 | ||||||||||||||||
Samuel D. Bush | $ | — | $ | — | $ | — | $ | 292,381 | $ | — | $ | — | $ | — | $ | 292,381 | ||||||||||||||||
Marcia K. Lobaito | $ | — | $ | — | $ | — | $ | 398,262 | $ | — | $ | — | $ | — | $ | 398,262 | ||||||||||||||||
Catherine A. Bobinski | $ | — | $ | — | $ | — | $ | 357,996 | $ | — | $ | — | $ | — | $ | 357,996 | ||||||||||||||||
Christopher S. Forgy | $ | — | $ | — | $ | — | $ | 27,391 | $ | — | $ | — | $ | — | $ | 27,391 | ||||||||||||||||
Total | $ | 2,179,710 | $ | 74,000 | $ | 123,500 | $ | 1,076,030 | $ | 2,139,779 | $ | — | $ | 440,135 | $ | 6,033,154 |
Name(1) | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(2) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||
Clarke R. Brown, Jr. | | | | $ | 34,000 | | | | | $ | 16,997 | | | | | $ | — | | | | | $ | 50,997 | | |
Timothy J. Clarke(3) | | | | $ | 43,500 | | | | | $ | 21,758 | | | | | $ | — | | | | | $ | 65,258 | | |
Roy F. Coppedge III | | | | $ | 34,000 | | | | | $ | 16,997 | | | | | $ | — | | | | | $ | 50,997 | | |
Michael J. Bergner | | | | $ | 21,857 | | | | | $ | — | | | | | $ | — | | | | | $ | 21,857 | | |
Gary G. Stevens(4) | | | | $ | 68,500 | | | | | $ | 34,247 | | | | | $ | 210(5) | | | | | $ | 102,957 | | |
Warren S. Lada | | | | $ | 34,000 | | | | | $ | 16,997 | | | | | $ | 16,097(5) | | | | | $ | 67,094 | | |
Marcia K. Lobaito(6) | | | | $ | 8,500 | | | | | $ | 7,797 | | | | | $ | 32,107(5) | | | | | $ | 48,404 | | |
G. Dean Pearce(7) | | | | $ | 12,143 | | | | | $ | — | | | | | $ | — | | | | | $ | 12,143 | | |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | ||||||||||||
Clarke R. Brown, Jr. | $ | 34,000 | $ | 17,442 | $ | — | $ | 51,442 | ||||||||
Timothy J. Clarke(2) | $ | 43,500 | $ | 22,325 | $ | — | $ | 65,825 | ||||||||
Roy F. Coppedge III | $ | 34,000 | $ | 17,442 | $ | — | $ | 51,442 | ||||||||
G. Dean Pearce | $ | 34,000 | $ | 17,442 | $ | — | $ | 51,442 | ||||||||
Gary G. Stevens(3) | $ | 68,500 | $ | 35,183 | $ | 8,958 | (4) | $ | 112,641 | |||||||
Warren S. Lada(5) | $ | 17,000 | $ | — | $ | — | $ | 17,000 |
Board Diversity Matrix (As of April 14, 2022) | | ||||||||||||||||||||||||
Total Number of Directors | | | 8 | | |||||||||||||||||||||
| | | Female | | | Male | | | Non-Binary | | | Did Not Disclose | | ||||||||||||
Part I: Gender Identity | | | | | | | | | | | | | | | | | | | | | | | | | |
Directors | | | | | 1 | | | | | | 6 | | | | | | 0 | | | | | | 1 | | |
Part II: Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | |
African American or Black | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Alaskan Native or Native American | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Asian | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Hispanic or Latinx | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Native Hawaiian or Pacific Islander | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
White | | | | | 1 | | | | | | 6 | | | | | | 0 | | | | | | 1 | | |
Two or More Races or Ethnicities | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
LGBTQ+ | | | 0 | | |||||||||||||||||||||
Did Not Disclose Demographic Background | | | 1 | |
Stockholder
SAGA COMMUNICATIONS, INC. 73 KERCHEVAL AVE. GROSSE POINTE FARMS, MI 48236 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 8, 2022. Follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 8, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D75353-P68928 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY SAGA COMMUNICATIONS, INC. The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposal 2. 1. To elect directors for the ensuing year and until their successors are elected and qualified. For Withhold 1a. Michael J. Bergner 1b. Clarke R. Brown, Jr. 1c. Edward K. Christian 1d. Timothy J. Clarke 1e. Roy F. Coppedge III 1f. Warren S. Lada 1g. Marcia K. Lobaito 1h. Gary Stevens For Against Abstain 2. To ratify the appointment of UHY to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2022. Please sign exactly as name(s) appear(s) hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date