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:

Nexstar Media Group, Inc.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

2020

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

2022 Annual Meeting of Stockholders │ Meeting Notice │ Proxy Statement

proxy

YOUR VOTE IS IMPORTANT

NEXSTAR MEDIA GROUP, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 3, 2020[●], [●], 2022

NOTICE IS HEREBY GIVEN that the Annual MeetingTO THE STOCKHOLDERS OF NEXSTAR MEDIA GROUP, INC.:

The 2022 annual meeting of Stockholdersstockholders (the “Annual Meeting”) of Nexstar Media Group, Inc. (the “Annual Meeting”“Company”) will be held on [●], [●], 2022, at Nexstar Media Group, Inc.’s principal executive offices at:

Nexstar Media Group, Inc.

The Summit

545 E. John Carpenter Freeway

Suite 120

Irving, Texas 75062

Wednesday, June 3, 2020

10:00 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.

We intendThe Annual Meeting will be held for the following purposes:

Nexstar Media Group, Inc. is mailing this Proxy Statement and the related proxy materials on or about [●] [●], 2022 to its stockholders of record as of the close of business on [●], 2022. Only stockholders of record at that time are entitled to receive notice of or to vote at the Annual Meeting and any adjournment or postponement thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder 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 our annual meetingits Annual Meeting in person. However, we are actively monitoring the coronavirus (COVID-19) situation and areperson but is sensitive to the public health and travel concerns that our stockholders may have and the protocols that federal, state and local governments have and may impose.continue to impose regarding the COVID-19 pandemic. In the event it is not possible or advisable to hold our annual meetingthe Annual Meeting in person, wethe Company will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication.a virtual-only platform or adding a webcast component to the in-person meeting. If we takethe Company takes this step, wethe 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. WeThe Company will also make thatthis 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 [●], 2022:

The Company’s Proxy Statement for the Annual Meeting, 2021 Annual Report on Form 10-K and Form of Proxy Card are available at http://www.astproxyportal.com/ast/13194/.

TheYour vote is very important. Regardless of whether you plan to attend the Annual Meeting, we encourage you to vote as soon as possible by one of three convenient methods to ensure your shares are represented at the Annual Meeting: (1) accessing the internet site listed on the notice of internet availability of proxy materials or proxy card, (2) calling the toll-free number listed on the notice of internet availability of proxy materials or proxy card, or (3) signing, dating and returning the proxy card in the enclosed postage-paid envelope. Any proxy you give will not be held forused if you attend the following purposes:Annual Meeting and cast your vote during the meeting.

Nexstar Media Group, Inc. is mailing this Proxy Statement and the related proxy on or about May 4, 2020 to its stockholders of record on April 22, 2020. Only stockholders of record at that time are entitled to receive notice of or to vote at the Annual Meeting and any adjournment or postponement thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose germane to the Annual Meeting, at the Annual Meeting and for ten days prior to the Annual Meeting during ordinary business hours at 545 E. John Carpenter Freeway, Suite 700, Irving, Texas 75062.

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

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

The Proxy Statement and the Company’s 2019 Annual Report on Form 10-K are available at

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

PROXY STATEMENT TABLE OF CONTENTS

VOTINGVOTING MATTERS

This Proxy Statement is furnished in connection with the solicitation by and on behalf of the Board of Directors of Nexstar Media Group, Inc., a Delaware corporation (“Nexstar,” the “Company,” “our,” “us,” or “we”), of proxies for use at Nexstar’s Annual Meeting of Stockholders to be held, pursuant to the accompanying Notice of Annual Meeting, on Wednesday, June 3, 2020[●], [●], 2022 at 10:00 a.m., Central Daylight Time, and at any adjournment or postponement thereof (the “Annual Meeting”). Actions will be taken at the Annual Meeting to (1) elect directors to serve as Class II directorsI 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, 2020;2022; (3) advise the Board of Directors on the compensation of our Named Executive Officers; (4) approve an amendment to the Amended and (4)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 meeting.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 2020;2022; (iii) FOR the approval, by non-binding vote, of executive compensation; (iv) FOR the approval of an amendment to the Amended and (iv)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.

This Proxy Statement, the accompanying notice and the enclosed proxy card are first being mailed to stockholders on or about May 4, 2020.[●] [●], 2022.

Voting Securities

Stockholders of record on April 22, 2020[●], 2022 may vote at the Annual Meeting. On that date, there were 45,262,874[●] shares of the Company’s Class A common stock (“Class A Common StockStock”) 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 By-laws,Amended and Restated Bylaws, adopted as of January 30, 2020 (the “bylaws”), the holders of a majority of the voting power of the outstanding shares of commoncapital stock entitled to vote at the Annual Meeting, present in person or represented by proxy, constitute a quorum. There is no cumulative voting. Abstentions, withhold votes and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under NASDAQ rules to vote your shares on the ratification of PricewaterhouseCoopers LLP even if the broker does not receive voting instructions from you. However, your broker does not have discretionary authority to vote on the election of directors, and the approval of executive compensation and the approval of an amendment to the Company’s amended certificate of incorporation without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on these matters.

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/:

Voting Instructions

Stockholders of record may vote their proxies vote:

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. Each proxy that is properly received by Nexstar prior to the Annual Meeting will, unless revoked, be voted in accordance with the instructions given on such proxy. Any stockholder giving a proxy prior to the Annual Meeting has the power to revoke it at any time before it is voted by a written revocation received by the Secretary of Nexstar or by executing and returning a proxy bearing a later date.

Any stockholder of record attending the Annual Meeting may vote in person, whether or not a proxy has been previously given, but the mere presence of a stockholder at the Annual Meeting will not constitute revocation of a previously given proxy. In addition, stockholders whose shares of Common Stock are not registered in their own name, including shares held in a brokerage account, will need to obtain a legal proxy from the record holder of such shares to vote in person at the Annual Meeting.

You may revoke your proxy and change your vote by:

Voting Matters

Votes Necessary to Approve Proposals

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

In an uncontested election, each director shall be elected by a majority of the votes cast, and stockholders may cast their votes may be cast in favor of (i) “for” the nominee, (ii) “against” the nominee or withheld.(iii) abstain. A majority means that the number of shares voted in favor of “for” a nominee’snominee’s election must exceed the number of votes cast “against” that nominee’s election. Votes for and against a nominee’s election will count in the tabulations of votes cast on that nominee’s election. Withhold votesAbstentions 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” or “against” a nominee election and will therefore not affect the outcome of such vote because withhold votes and broker non-votes are not treated as votes cast..

In a contested 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.cast on a nominee’s election.

The ratification of the selection of our independent registered public accounting firm requires the affirmative vote of a majority of the votes castvoting power of the shares of stock present in person or represented by proxy at the meeting.meeting and voting thereon. Votes may be cast for or against such ratification. Stockholders may also abstain from voting. AbstentionsVotes for and against this proposal and abstentions will count in the tabulations of votes cast on this proposal, while broker non-votes are notproposal. 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 effect on the voting results.broker non-votes are expected in connection with this proposal.

This vote is advisory only and non-binding toon 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. AbstentionsVotes 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 arewill 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.

PROPOSAL 1

PROPOSAL 1 – ELECTION OFOF CLASS III DIRECTORS

Our By-lawsbylaws 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, 20202023 and 2021,2024, respectively. At the 2020 Annual Meeting,annual meeting, all of our class II directorsClass I Directors are up for election.

The Board of Directors has nominated Messrs.Ms. Bernadette S. Aulestia, Mr. Dennis A. Miller, John R. MuseJ. FitzSimons, Mr. C. Thomas McMillen, and I. Martin PompadurMs. Lisbeth McNabb as nominees for election as our class II directors.Class I Directors. Once elected, each of our class II directors’Class I Directors’ terms will expire on the date of our 20232025 annual stockholders’ meeting. The persons named in the enclosed proxy will vote to elect as class II directorsClass I Directors the nominees named below, unless the proxy is marked otherwise. If a stockholder returns a proxy without contrary instructions, the persons named as proxies therein will vote to elect as Directors the nominees named below.

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

Proposal 1 - Election of Directors

Proposal 1 - Election of Directors

Proposal 1 - Election of Directors

Proposal 1 - Election of Directors

PROPOSALPROPOSAL 2 –

RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Subject to ratification by the stockholders, the Audit Committee of the Board of Directors has selected the firm of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2020.2022. 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. They will have the opportunity to make a statement if they desire to do soMeeting and will be available to respond to appropriate questions from stockholders.

The Board of Directors believes that the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2020 is in the best interests of the Company and its stockholders and therefore recommends that the stockholders vote FOR this proposal.

PROPOSAL 3 –

ADVISORY VOTE ON EXECUTIVE COMPENSATION

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 expects towill consider the outcome of the vote, along with other relevant factors, when making future compensation decisions. Following the results of the shareholderstockholder 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 wasis 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 officersNamed Executive Officers and the philosophy, policies and procedures described in this Proxy Statement.

ThePROPOSAL 4

APPROVAL FOR THE AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Subject to approval by the stockholders, our Board of Directors believes, based onhas approved the analysis and recommendations performed by the Compensation Committee, as discussed in the Compensation Discussion and Analysis section of this Proxy Statement, that it has provided a reasonable compensation structure foramendment to the Company’s Named Executive Officers, in orderAmended and Restated Certificate of Incorporation to align their personal interests with thateliminate the Company’s Class B Common Stock and Class C Common Stock classes. As of [●], 2022, Nexstar had approximately [●] 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 Company and to attract and retain their talent. The BoardSecurities Act of Directors recommends that1933, as amended, or the stockholders vote FOR such compensation.Exchange Act. Nexstar’s Class A Common Stock has been the only class of shares outstanding since 2013.

DIRECTORSDIRECTORS

The current directors of the Company are:

Directors

Directors

Directors

Directors

Perry A. Sook has served as the Chairman of Nexstar’s Board of

Directors President and Chief Executive Officer and as a director since its inception in 1996. From 1991 to 1996, Mr. Sook was a principal of Superior Communications Group. Mr. Sook currently serves as Chairman of the CBS Affiliates Board and The Ohio University Foundation Board. He is also a Board Member of the National Association of Broadcasters, Broadcasters Foundation of America and the Television Bureau of Advertising, where he also previously served as Chairman of the Board of Directors.

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

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

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

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

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

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

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

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

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

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

Mr. FitzSimon’s 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, as well as a member of the audit committee and compensation committee 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.

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

Mr. McMillen’s qualifications to serve as a director of Nexstar include his over 28 years of political, business and sports experience and leadership. During his career, he has been an active investor, principal and board member in companies in the cellular, paging, healthcare, motorcycle, environmental technology, broadcasting, real estate and insurance industries.

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

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

Board Composition

The following provides information regarding the members of our Board, 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 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.

CORPORATE GOVERNANCEGOVERNANCE

Committees of the Board of Directors

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

Compensation Committee

The purpose of the Compensation Committee is to establish compensation policies for Directors and executive officers of Nexstar, approve employment agreements with executive officers of Nexstar, administer Nexstar’s stock optionstock-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 attract and retain highly qualified executives by providing total compensation opportunities with a combination of elements which are at or above competitive opportunities, (ii) to tie executive compensation to the Company’s general performance and specific attainment of long-term strategic goals, and (iii) to provide long-term incentives for future performance that aligns stockholder interests and executive rewards.

The Compensation Committee telephonically met twice during 2019.2021. The Compensation Committee also passed a number of resolutions in lieu of holding meetings with the Committee during 2019. In addition, succession planning, the negative say on pay vote, and other committee items were discussed as part of full board executive sessions.2021. The Compensation Committee operates under an amendeda written charter adopted by the Board of Directors in April 2017. A copy of such charter is available through our web sitewebsite at www.nexstar.tv. The information contained on or accessible through our web sitewebsite does not constitute a part of this Proxy Statement. All three members of the Compensation Committee are “independent” as that term is defined in the NASDAQ Stock Market Marketplace rules. For more information regarding the Compensation Committee, please refer to the “Compensation Committee Report” in this Proxy Statement.

Audit Committee

The purpose of the Audit Committee is to oversee the quality and integrity of Nexstar’s accounting, internal auditing and financial reporting practices, to perform such other duties as may be required by the Board of Directors, and to oversee Nexstar’s relationship with its independent registered public accounting firm. The Audit Committee met four times during 2019. The2021. All three members of the Audit Committee are “independent” as that term is defined in the NASDAQ Stock Market Marketplace rules. The Board of Directors has determined that Ms. McNabb,Mr. Geoff Armstrong, who served as Chair of the Audit Committee in 2019,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”). The Audit Committee operates under an amendeda written charter adopted by the Board of Directors in April 2017. A copy of such charter is available through our web sitewebsite at www.nexstar.tv. The information contained on or accessible through our website does not constitute a part of this Proxy Statement. For more information regarding the Audit Committee, please refer to the “Audit Committee Report” in this Proxy Statement.

Corporate Governance

Nominating and Corporate Governance Committee

The purpose of the Nominating and Corporate Governance Committee is to identify individuals qualified to serve on Nexstar’s Board of Directors, recommend persons to be nominated by the Board of Directors for election as directors at the annual meeting of stockholders, recommend nominees for any committee of the Board of Directors, develop and recommend to the Board of Directors a set of corporate governance principles applicable to Nexstar and to oversee the evaluation of the Board of Directors and its committees. The Nominating and Corporate Governance Committee operates under an amendeda written charter adopted by the Board of Directors in April 2017. A copy of such charter is available through our web sitewebsite at www.nexstar.tv. The information contained on or accessible through our website does not constitute a part of 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. The Nominating and Corporate Governance Committee did not meet as a committee in 2019met 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 20212023 Annual Meeting” under “Other Information” in this Proxy Statement).

Additional Information Concerning the Board of Directors

During 2019,2021, the full Board of Directors met five times. As summarized in the table below, each incumbent director attended more than 75%100% of the total number of meetings of the Company’s Board of Directors and committees of the Board of Directors on which they serve.

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 20192021 Annual Meeting of Stockholders in person.virtual-only format. Mr. Sook attended and presided over the 20192021 virtual 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, review of succession planning with the Compensation Committee, review of the desirability of term limits of the Board of Directors and establishment of guidelines for removal of directors.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 and the selection of its members. The Nominating and Corporate Governance Committee defines Board diversity broadly to mean that the Board is comprised of individuals with a variety of perspectives, industry experience, personal and professional backgrounds, skills and qualifications. When nominating a Board member, the Nominating and Corporate Governance Committee examines the diversity of the overall board and strives to maintain an appropriate level of diversity (as set forth above) with the addition of each new nominee.

Under the rules and regulations of the NASDAQ Stock Market, we are required to maintain a majority of independent Directors on the Board of Directors and to have the compensation of our executive officers and the nomination of Directors be determined by independent Directors. Our Board of Directors meets these standards.

2022 Stockholder Outreach

In the first quarter of 2022, members of senior management, with support from JCIR, a third-party consultant, targeted the Company’s top 24 non-affiliated institutional investors to discuss 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 of approximately 24.3 million shares, or approximately 59% of the voting shares of Nexstar as of December 31, 2021. Of the 24 institutional investors, conference calls were conducted with 15 who collectively held a combined voting authority of 15 million shares, or approximately 37% of the Company’s voting shares. The remaining nine institutional investors, who collectively held approximately 22% of the Company’s voting shares, either did not require ESG calls, did not respond to our invitations for an ESG call or do not engage with company management about ESG matters. Our President and Chief Operating Officer, Executive Vice President, General Counsel and Secretary and Executive Vice President and Chief Financial Officer participated in these conference calls and discussed matters on ESG and other corporate governance matters. The Chairperson of 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.

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.

Corporate Governance

Below is a summary of the recurring recommendations we received through our 2022 outreach involving ESG and our responses:

Corporate Governance

Board of Directors Leadership Structure

The Board of Directors has the responsibility for selecting the appropriate leadership structure for the Company. In making leadership structure determinations, the Board of Directors considers many factors, including the specific needs of the business and the best interests of the Company’s stockholders. Our current leadership structure is comprised of a combined Chairman of the Board and Chief Executive Officer and Board committees comprised of independent Directors. The Board of Directors believes that Mr. Sook’s service in this combined role is in the best interest of both the Company and its stockholders. Mr. Sook has a vast knowledge of television broadcasting and is seen as a leader in this industry. He understands the issues facing the Company and serving in this dual role he is able to effectively focus the Board of Director’s attention on these matters. In his combined capacity, he can speak clearly with one voice in addressing the Company’s various stakeholders such as customers, suppliers, employees and the investing public.

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

Corporate Governance

Risk Oversight

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

The Company uses computers in substantially all aspects of its business operations. Its revenues are increasingly dependent on digital products. Such use exposes the Company to potential cyber incidents resulting from deliberate attacks or unintentional events. It is not uncommon for a company such as ours to be subjected to continuous attempted cyber-attacks or other malicious efforts to cause a cyber incident. These incidents can include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption. The 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 committeeCybersecurity 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, and employee training.systems.

Corporate Governance

Corporate Social Responsibility

Nexstar strivesWe 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. Since 1958, the Nexstar Media Charitable Foundation and its predecessors have contributed to and worked with public charities and non-profit organizations to improve the local communities in which we operate.  For example, recently the Foundation donated $10,000 to the Kansas City Regional COVID-19 Response and Recovery Fund and $25,000 to food banks in Illinois.  We 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 shareholderstockholder value and delivering exceptional service to our communities. In addition

Our Board of Directors, through its Committees, evaluates and oversees risk areas related to maintaining best practices for corporate governance, as discussed elsewhere in this Proxy Statement, we have begun gathering input from stakeholders to develop aESG. This includes the Company’s overall Corporate Social Responsibility (CSR) Statement,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 adopted policies and procedures to promote ethical practices, fairness, and transparency in the conduct of our business and to demonstrate our commitment to sound ESG principles. 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 disclosure of our ESG performance.

At Nexstar, ESG is an ongoing mission. We are in the early stages of integrating ESG considerations into our media businesses and devoting the time, energy, and resources necessary to keep ESG at the forefront of our thinking. We have always and continue to firmly believe that ESG is good for business and good for Nexstar.

The components of our corporate social responsibility include the following:

Board Leadership Structure, Board Qualifications, Ethics, Risk Oversight, and Stockholder Outreach

Refer to separate sections under “CORPORATE GOVERNANCE.”

Journalistic Integrity

Nexstar prides itself in producing local and national news content that meets the highest standards of journalistic integrity. We aim to produce fact-based and unbiased content and believe that our high standards of journalistic integrity enable us to develop and maintain a trusted relationship with our audiences which willkeeps them engaged. 

We 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. 

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.

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 published once finalizedindustry best practices to protect consumer privacy and adoptedpersonally identifiable information.

Community Involvement

We embrace the communities in which we operate and pride ourselves on our community engagement.

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.

Corporate Governance

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.

Employee Safety / COVID-19

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.

Environmental Improvements

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 reduce our overall carbon footprint by becoming more efficient. Some of our current initiatives include replacing lighting and transmission equipment with more efficient equipment that consumes less power.

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, 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 and its officers and directors. The Code of Ethics was filed as an exhibit to Nexstar’s Annual Report for the year ended December 31, 2003 on Form 10-K filed with the SEC on March 31, 2004, which is incorporated by reference into Nexstar’s Annual Report for the year ended December 31, 20192021 on Form 10-K filed with the SEC on March 2, 2020.February 28, 2022. In October 2017, we adopted an 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.

Compensation Committee Interlocks and Insider Participation

Each of Geoff Armstrong,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 Dennis A. Miller served on the Compensation Committee during 2021. Mr. Geoff Armstrong previously served on the fiscal year 2019. NoneCompensation Committee until his resignation from the Committee on January 27, 2021. During 2021, none of our Directors or executive officers serves, and we anticipate that no member of the Board of Directors or executive officers will serve, as a member of the board of directors or compensation committee of any other company that has one or more executive officers serving as a member of the Board of Directors. Jay M. Grossman, who served as a member of our compensation committee in 2019, was formerly our Vice President and Assistance Secretary from 1997 until March 2002.

Policy on InsiderInsider Trading

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

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

Corporate Governance

Stock OwnershipOwnership Guidelines

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

COMPENSATION OF DIRECTORS

Overview of Compensation and Procedures

Nexstar employees do not receive additional compensation for their services as Directors. Accordingly, Mr. Sook serves on the Board of Directors without additional compensation. In 2019,2021, each non-employee director received compensation of $80,000 for their services as a director. Each non-employee director also received compensation of $15,000, $10,000 and $10,000 for service in the Audit, Compensation and Nominating and Corporate Governance Committee, respectively. The chairs of each of Audit, Compensation and Nominating and Corporate Governance Committee ChairmanChairperson received additional compensation of $12,500, $10,000 and $7,500, respectively. Non-employee directors no longerdo not receive payments for their attendance at Board or Committee meetings. However, we continue to reimburse our directors for business related travel expenses.

20192021 DIRECTOR COMPENSATION TABLE

The following table sets forth information concerning compensation to each of our independent Directors (excluding the Chief Executive Officer disclosed in the Summary Compensation Table) during the year ended December 31, 2019:2021:

The aggregate option awards outstanding and unvested stock awards for each director as of December 31, 20192021 were as follows (in shares):

The above stock options are fully vested and expire ten years from the original date of grant. Stock awards, in the form of restricted stock units, vest over a range of two toone and four years.

EXECUTIVE OFFICERS

The current executive officers of the Company are:

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

Thomas E. Carter has served as Nexstar’swas appointed President and Chief Operating Officer in September 2020. He joined Nexstar in the role of Executive Vice President and Chief Financial Officer sincein August of 2009. Mr. Carter is responsible for coordination of divisional operations, long term strategy and various corporate and administrative functions. Prior to joining Nexstar, Mr. Carter was Managing Director, Media Telecom Corporate Investment Banking at Banc of America Securities, which he joined in 1985. In this position, he acted as the senior banker responsible for delivering bank products and services including M&A, private and public equity, high-yield debt, fixed income derivatives, syndicated financial products and treasury management for selected clients across the broadcasting, cable, publishing and media industries, including Nexstar. Mr. Carter began his banking career in 1980, serving for five years in various roles in Corporate and International Banking at a predecessor to JPMorgan Chase.

Timothy C. BuschLee Ann Gliha was appointed as President of Nexstar Broadcasting, Inc. in January 2017. Prior to that, Mr. Busch served as Nexstar’s Executive Vice President and Co-Chief OperatingChief Financial Officer since 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 May 2008 to January 2017,2016 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.

Andrew Alford was appointed President, Broadcasting in June 2021. He is responsible for the long-term strategy and day-to-day operations of Nexstar’s television stations. Previously, Mr. Alford had served as a Senior Vice President and Regional Manager from October 2002at Nexstar since August of 2017. Prior to May 2008 and as ourthat, 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 WROC (CBS)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, New York from 2000 to October 2002.NY markets.

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 operations of NewsNation, WGN Radio, Antenna TV, Rewind TV and Nexstar programming acquisitions. Prior to joining Nexstar, Mr. BuschCompton 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 General Sales ManagerVice President of programming for 10 years before joining Tribune.

Dana Zimmer was appointed President, Distribution in October 2021. Ms. Zimmer joined Nexstar in September 2019 as Executive Vice President, Chief Distribution and held various other sales management positions at WGRZ (NBC)Strategy Officer in Buffalo, New York from 1993connection with the Company’s acquisition of Tribune Media Company. She oversees all distribution for the Company’s broadcast and television content portfolio to 2000.the cable, satellite, telco and digital media industries and network content deals with partners, Fox, CBS, NBC, ABC and CW. 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 Mr. Busch held variousspearheaded 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 management positions at WGR-AMoperations, data science, social media, sales and FM radio with Taft Broadcasting. Mr. Busch haspartnerships. Previously, she served on various organizational boards in the upstate New York area. He served for 8 years on the CBS Affiliation Association Board with his last role as Chairman.  Mr. Busch currently serves on the NBC Affiliates Board, the Upstate New York Advisory Board for the Federal Reserve Bank of New York, the Television Bureau Board, and the Media Ratings Council Board. Mr. Busch is a native of Ohio and a graduate of Ohio University.