UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)
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☒ Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
Nexstar Media Group, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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☒ No fee required
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☐ Fee paid previously with preliminary materials
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☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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2021PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION
2023 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 Wednesday, June 9, 2021[●], [●], 2023
NOTICE IS HEREBY GIVEN that the 2021 Annual MeetingTO THE STOCKHOLDERS OF NEXSTAR MEDIA GROUP, INC.:
The 2023 annual meeting of Stockholdersstockholders (the “Annual Meeting”) of Nexstar Media Group, Inc. (the “Annual Meeting”“Company”) will be held on Wednesday, June 9, 2021[●], [●], 2023, at 10:00 a.m., Central Daylight Time. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted via a live audio webcast.Time, in the building’s conference center, Suite 120, at the Company’s principal executive offices located at 545 E. John Carpenter Freeway, Irving, Texas 75062.
The Annual Meeting will be held for the following purposes:
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Nexstar Media Group, Inc. is mailing this Proxy Statement and the related proxy materials over the internet under the U.S. Securities and Exchange Commission’s (“SEC”) “Notice and Access” rules. We are mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about May 7, 2021[●], 2023 to itsour stockholders of record as of the close of business on April 26, 2021. [●], 2023 instead of a paper copy of our Proxy Statement and related proxy materials. Employing this distribution process conserves natural resources and reduces the costs of printing and distributing our proxy materials.
Only stockholders of record at that time are entitled to receive notice of or to vote at the Annual Meeting and any adjournment or postponement thereof. The Notice contains instructions on how to access those documents over the Internet and on how to receive our proxy materials in printed form by mail or electronically by email. In addition, the Notice contains instructions on how to receive future proxy materials in printed form by mail or electronically by email on an ongoing basis. If you received our proxy materials by mail, the Notice, Proxy Statement, 2022 Annual Report and proxy card will be enclosed. A list of stockholders entitled to vote at the Annual Meeting will be available to stockholders 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. To review the list of stockholders in the ten days prior to
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON [●] [●], 2023:
The Company’s Proxy Statement for the Annual Meeting, please send your request and provide proof of ownership by e-mail to nxst@jcir.com.
In the interest of the health and well-being of our stockholders and employees, and in light of the ongoing Coronavirus Disease (COVID-19) pandemic, Nexstar will hold the Annual Meeting of stockholders via a live audio webcast. Details on how to participate are included in the proxy statement, which accompanies this notice.
Important Notice Regarding the Availability of Proxy Materials for the virtual Annual Meeting to be held on June 9, 2021:
The Proxy Statement and the Company’s 20202022 Annual Report on Form 10-K and Form of Proxy Card are available at http://www.astproxyportal.com/ast/13194/.
Your vote is very important. Regardless of whether you plan to attend the virtual Annual Meeting, weWe encourage you to vote as soon as possible by one of three convenient methods to ensure your shares are represented at the Annual Meeting:
You may also vote in person at the Annual Meeting. Any proxy you give will not be usedcounted if you attend the Annual Meeting and cast your vote virtually during the meeting.
By Order of the Board of Directors |
/s/ Elizabeth Ryder |
Elizabeth Ryder |
Secretary |
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2023 Proxy Statement |
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 toStockholders. The meeting will be held, pursuant to the accompanying Notice of Annual Meeting, on Wednesday, June 9, 2021[●], [●], 2023 at 10:00 a.m., Central Daylight Time, and at any adjournment or postponement thereof (the “Annual Meeting”). Actions willThe following table summarizes the actions to be taken at the Annual Meeting to (1) elect directors to serve as Class III 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, 2021; (3) advise the Board of Directors on the compensation of our Named Executive Officers; and (4) transact any other business which may properly come before the Annual Meeting.
Number | Proposal | Description | Board Recommendation |
1 | Declassification Amendment | Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended to date (the “Charter”) to provide for the declassification of the Company’s Board of Directors (the “Declassification Amendment”) | FOR |
2 | Federal Forum Selection Amendment | Approve an amendment to the Charter to add a provision (the “Federal Forum Selection Provision”) that provides the federal district courts of the United States shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”), against the Company or any director or officer of the Company unless the Company consents in writing to the selection of an alternative forum (the “Federal Forum Selection Amendment”) | FOR |
3 | Amendment to Reflect New Delaware Law Provisions Regarding Officer Exculpation | Approve an amendment to add a provision (the “Officer Exculpation Amendment”) to the Charter reflecting new Delaware law provisions permitting exculpation of certain Company officers from liability in specific circumstances | FOR |
4 | Updating Amendments | Approve amendments (the “Updating Amendments”) to the Charter to eliminate certain provisions that are no longer effective or applicable | FOR |
5 | Election of Class II Directors | Elect two Class II Directors to serve until the 2024 annual meeting of stockholders if the Declassification Amendment (as defined herein) is approved, or if the Declassification Amendment is not approved, the 2026 annual meeting of stockholders | FOR |
6 | Ratification of Selection of Independent Registered Public Accounting Firm | Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2023 | FOR |
7 | Advisory Vote on Executive Compensation | Advise the Board of Directors on the compensation of our Named Executive Officers | FOR |
8 | Advisory Vote on Frequency of Executive Compensation Voting | Advise the Board of Directors on the frequency of future advisory stockholder voting on Named Executive Officer compensation | TWO YEARS |
9 | Stockholder Proposal | Consider a stockholder proposal (the “Stockholder Proposal”), if properly presented at the meeting, urging the adoption of a policy to require that the Chair of the Board of Directors be an independent director who has not previously served as an executive officer of the Company | AGAINST |
Other | Transact any other business which may properly come before the Annual Meeting |
Shares of Nexstar common stock, par value $0.01 (“Common Stock”), represented by a properly executed proxy that are received by Nexstar prior to the Annual Meeting, will, unless revoked, be voted as directed in the proxy. If a proxy is signed and returned, but does not specify how the shares represented by the proxy are to be voted, the proxy will be voted (i) FOR the election of the nominees named therein; (ii) FOR PricewaterhouseCoopers LLP as Nexstar’s independent registered public accounting firm in 2021; (iii) FOR the approval, by non-binding vote, of executive compensation; proposals 1, 2, 3, 4, 5, 6, 7, TWO YEARS for proposal 8, and (iv) in such manner as the persons named in your proxy card shall decideAGAINST proposal 9.
The Notice containing instructions on any other matters that may properly come before the Annual Meeting.
Thishow to access this Proxy Statement the accompanying notice and the enclosed proxy card materials and how to vote are first being mailed to stockholders on or about May 7, 2021.[●], 2023.
Nexstar Media Group, Inc. | 1 | 2023 Proxy Statement |
Voting Matters
Voting Securities
Stockholders of record as of the close of business on April 26, 2021[●], 2023 may vote at the Annual Meeting. On that date, there were 42,848,809[●] shares of Class Athe Company’s Common Stock outstanding and no shares of Class B Common Stock, Class C Common Stock or Preferred Stock outstanding. The holders of Class A Common Stock are entitled to one vote per share and the holders of Class B Common Stock are entitled to 10 votes per share. Holders of our Class C CommonPreferred Stock, and Preferred Stockof which there are none, have no voting rights.
Under the Company’s By-laws,Second Amended and Restated Bylaws, adopted as of January 26, 2023 (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 virtually or 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 LLPProposal 6 even if the broker does not receive voting instructions from you. However, your broker does not have discretionary authority to vote on any of the election of directorsProposals 1, 2, 3, 4, 5, 7, 8 and the approval of executive compensation9 without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on these matters.
Attending the 2021 Virtual Annual Meeting
To be admitted to the 2021 virtual Annual Meeting, stockholders of record must use the following link: https://web.lumiagm.com/216457180. Stockholders may log into this virtual meeting platform beginning at 9:30 a.m., Central Daylight Time, on June 9, 2021 using the password nexstar2021. The annual meeting will begin promptly at 10:00 a.m., Central Daylight Time.
A stockholder who wishes to vote and/or submit questions at the virtual Annual Meeting must also enter a control number upon logging in the platform. If the stockholder holds the shares with American Stock Transfer & Trust Company, LLC (“AST”), the control number is in the proxy card. If the stockholder holds the shares in street name through an intermediary, such as bank, broker or other nominee, the stockholder must follow the instructions provided by the bank, broker or other nominee in obtaining a control number from AST. The control number to be provided by AST is a different number than what is shown on the voting instruction form. Before obtaining a control number from AST, the stockholder must first obtain proof of “legal proxy” from the stockholder’s bank, broker or nominee. Obtaining a “legal proxy” may take several days and stockholders are advised to request this document as far in advance as possible. Once the legal proxy is obtained, the stockholders’ bank, broker or other nominee must submit the control number request to AST via e-mail to proxy@astfinancial.com and also provide the legal proxy.
If the stockholder holds the shares with AST, and cannot locate the control number, the stockholder must contact AST’s customer services department at 1-800-937-5449 for domestic callers and 1-718-921-8300 for international callers to obtain the control number at least 48 hours in advance of the meeting date and start time.
We have designed the virtual format of the Annual Meeting to ensure that our stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting. After the business portion of the Annual Meeting concludes and the meeting is adjourned, we will hold a Q&A session during which we will answer questions submitted during the meeting that are pertinent to the meeting, as time permits, and in accordance with our Annual Meeting Guidelines and Agenda. On the day of and during the meeting, you can view our Annual Meeting Guidelines and Agenda and submit questions by accessing the platform discussed above.
Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting
The following information can be found at http://www.astproxyportal.com/ast/13194/:
Notice of Annual Meeting and Proxy Statement;
20202022 Annual Report on Form 10-K; and
Form of Proxy Card.
Voting Instructions
Stockholders of record may vote:
by the internet at http://www.voteproxy.com and following the proxy voting instructions listed on your proxy card;
by telephone at 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries as directed on the proxy card;
by paper proxy by signing, dating and returning the proxy card in the enclosed postage-paid envelope via mail; or
by virtually attending the Annual Meeting in person and voting.
Each proxy that is properly received by Nexstar prior to the Annual Meeting will, unless validly revoked, be voted in accordance with the instruction given on such proxy. If a stockholder voted by signing and returning the proxy card via mail and no instructions are indicated, the shares represented by such proxy will be voted according to the recommendations of the Board of Directors.
If aAny stockholder wishes to vote on the day of and during the 2021 virtual Annual Meeting, the stockholder must log in the platform with a control number. Refer to “Attending the 2021 Virtual Annual Meeting” above for more instructions to log in on the virtual Annual Meeting and obtaining a control number. To cast a vote duringrecord attending the Annual Meeting followmay vote in person, whether or not a proxy has been previously given, but the instructions onmere presence of a stockholder at the platform for completing an online ballot and submit the completed ballot along withAnnual Meeting will not constitute revocation of a copypreviously given proxy. Stockholders whose shares of yourCommon Stock are not registered in their own name, including shares held in a brokerage account, will need to obtain a legal proxy via email.from the record holder of such shares to vote in person at the Annual Meeting.
Nexstar Media Group, Inc. | 2 | 2023 Proxy Statement |
Voting Matters
You may revoke your proxy and change your vote by:
signing and properly submitting another paper proxy with a later date that is received before the polls close at the Annual Meeting;
voting by the internet or telephone on or before 11:59 p.m., Eastern Standard Time, on June 8, 2021;
giving written notice of revocation of the stockholder’s proxy to the Company’s Corporate Secretary at the address shown on the cover of this Proxy Statement prior to the Annual Meeting; or
voting virtuallyin-person at the Annual Meeting.
Votes Necessary
Nexstar Media Group, Inc. | 3 | 2023 Proxy Statement |
Voting Matters
CHARTER AMENDMENT PROPOSALS
PROPOSAL 1
APPROVAL OF THE DECLASSIFICATION AMENDMENT
Summary
Current Charter Provision: | The Board of Directors is divided into three classes, with directors serving staggered three‑year terms. |
Recommended Amendment: | Eliminate the classified board structure to provide for the annual election of all directors beginning at the 2024 annual meeting of stockholders. |
Declassification Amendment
If the proposed Declassification Amendment is adopted, all directors will be elected on an annual basis beginning at the 2024 annual meeting of stockholders (the “Declassification”) as follows:
Proposal 1: Electiona one-year term at the 2024 annual meeting of stockholders;
In an uncontested election, eachaddition, in order to conform with Delaware law regarding companies without classified boards, the Charter will be amended to provide that, effective after the Declassification, any director shallor the entire Board of Directors may be electedremoved from office at any time, with or without cause, by the affirmative vote of holders of shares representing at least a majority of the votes cast, and votes mayentitled to be cast in favorby the then outstanding shares of all classes and series of capital stock of the nominee, againstCompany entitled generally to vote on the nomineeelection of the directors of the Company. Currently, the Charter currently provides that any director or withheld. A majority means that the numberentire Board of Directors may only be removed for cause, such removal to require the affirmative vote of shares voted in favorrepresenting at least a majority of a nominee’sthe votes entitled to be cast by the then outstanding shares of all classes and series of capital stock of the Company entitled generally to vote on the election must exceedof the numberdirectors of votes cast againstthe Company.
Background
At the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors reviewed the advantages and disadvantages of maintaining the current classified board structure. The Board of Directors considered the following:
In a contested election where the number of nominees for director exceeds the numberaccountability of directors to be elected, each director shall be electedstockholders because stockholders are unable to evaluate and consider all directors for election on an annual basis;
This election is uncontested.
Proposal 2: Ratificationmajority of the SelectionBoard of Independent Registered Public Accounting Firm
The ratificationDirectors always has prior experience as directors of the selectionCompany; and
Nexstar Media Group, Inc. | 4 | 2023 Proxy Statement |
Voting Matters
Text of the Amendment
Please see Appendix A attached to this Proxy Statement which shows the proposed changes (with deletions indicated by strikeouts and additions indicated by bold and underlining) to the Form of the Second Amended and Restated Certificate of Incorporation. Article V of the Charter contains the provisions affected if this proposal is adopted.
Voting
The approval of the Declassification Amendment requires the affirmative vote of the holders of a majority in voting power of the votes cast at the meeting.outstanding shares of capital stock. Votes may be cast for“for” or against“against” such ratification.amendment. Stockholders may also abstain from voting. Abstentions and broker non-votes will counthave the same effect as votes “against” this proposal.
Board Recommendation
| The Board of Directors recommends stockholders vote FOR this proposal. |
Nexstar Media Group, Inc. | 5 | 2023 Proxy Statement |
Voting Matters
PROPOSAL 2
APPROVAL OF THE FEDERAL FORUM SELECTION AMENDMENT
Summary
Current Charter Provision: | Any complaint asserting a cause of action arising under the Securities Act against the Company or any director or officer (a “Securities Act Complaint”) can be brought in any court across the nation because the current Charter does not include a provision providing a forum for such claims. |
Recommended Amendment: | Provides that the federal district courts shall be the sole and exclusive forum for the resolution of any Securities Act Complaint unless the Company consents in writing to the selection of an alternative forum. |
Federal Forum Selection Amendment
The Federal Forum Selection Provision will add a term to our existing forum selection provision in Article XIII of the Charter providing thatunless the Company consents to an alternative forum, the federal district courts of the United States shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, against the Corporation or any director or officer of the Corporation.
Background
A recent decision in the tabulations of votes cast on this proposal, while broker non-votes are not counted as votes cast and will have no effect on the voting results.
Proposal 3: Advisory Vote on the Compensation of our Named Executive Officers
This vote is advisory only and non-binding on the Board of Directors.Delaware courts authorizes corporation to adopt an exclusive forum provision covering Securities Act claims. The Board of Directors will receiveconsidered the count of votes castbenefits and expects to considerother potential effects from the resultspotential adoption of the vote, alongproposed Federal Forum Selection Amendment.
Benefits of the Federal Forum Selection Amendment considered by the Board of Directors included:
Other potential effects arising from the Federal Forum Selection Amendment considered by the Board of Directors included that the provision:
The Board of Directors also considered the increasing rate of adoption of forum selection provisions by companies in general in response to multi-forum litigation and the Company’s ability to select or consent to an alternative forum, if needed.
Nexstar Media Group, Inc. | 6 | 2023 Proxy Statement |
Voting Matters
After weighing these considerations, the Board of Directors recommends that stockholders approve this Charter amendment because the Company and its assessment of executive compensation. Abstentions will countstockholders would benefit from having any claims arising under the Securities Act resolved in the tabulationsfederal district courts due to their considerable experience and expertise with adjudicating such claims and the potential for avoiding unnecessary expenses associated with the Company potentially being required to defend multiple lawsuits on the same matter in multiple jurisdictions.
Text of votes cast onthe Amendment
Please see Appendix A attached to this Proxy Statement which shows the proposed changes (with deletions indicated by strikeouts and additions indicated by bold and underlining) to the Form of the Second Amended and Restated Certificate of Incorporation. Article XIII of the Charter contains the provisions affected if this proposal whileis adopted.
Voting
The approval of the Federal Forum Selection Amendment 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 amendment. Stockholders may also abstain from voting. Abstentions and broker non-votes are not countedwill have the same effect as votes “against” this proposal.
Board Recommendation
| The Board of Directors recommends stockholders vote FOR this proposal. |
Nexstar Media Group, Inc. | 7 | 2023 Proxy Statement |
Voting Matters
PROPOSAL 3
APPROVAL OF THE AMENDMENT TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION
Summary
Current Charter Provision: | No officer exculpation provision. |
Recommended Amendment: | Reflect the new Delaware law provisions permitting the exculpation of certain Company officers from liability in specific circumstances. |
Amendment to Reflect New Delaware Law Provisions Regarding Officer Exculpation
Under the Amendment to Reflect New Delaware Law Provisions Regarding Officer Exculpation, certain of the Company’s officers will be exculpated from liability in certain circumstances, as permitted by recent amendments to Delaware law. These officers will be exculpated for direct claims (as opposed to derivative claims made by stockholders on behalf of the Company) and such exculpation does not apply to breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit.
Background
The State of Delaware, which is the Company’s state of incorporation, enacted legislation in August 2022 that enables Delaware companies to limit the liability of certain of their officers in limited circumstances. Prior to this, Delaware law permitted Delaware corporations to exculpate directors from personal liability for monetary damages associated with breaches of the duty of care, but that protection did not extend to a Delaware corporation’s officers. As a result, stockholder plaintiffs have employed a tactic of bringing certain claims against officers that would otherwise be exculpated if brought against directors to avoid dismissal of such claims. If approved, the Charter will reflect the new Delaware law provisions and align the protections for our officers with those protections currently afforded to our directors. The Board of Directors believes this Amendment would better position the Company to attract and retain top officer candidates. In the absence of this exculpatory protection, qualified officers might be deterred from serving as officers due to exposure to personal liability and the risk that substantial expense will be incurred in defending lawsuits, regardless of merit.
Accordingly, we propose amending the Charter to add a provision exculpating certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law. The provision strikes a balance between stockholders’ interest in accountability and their interest in the Company’s ability to attract and retain quality officers. The law and our recommended amendment to the Charter permit exculpation for direct claims (as opposed to derivative claims made by stockholders on behalf of the Company) and do not apply to breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit.
The Board of Directors believes officers should remain free of the risk of financial ruin because of an unintentional misstep. The Board of Directors further believes that the proposed provision does not negatively impact stockholder rights. Based on the foregoing, the Board of Directors determined that it is in the best interests of the Company and our stockholders to amend the Charter as described herein.
Text of the Amendment
Please see Appendix A attached to this Proxy Statement which shows the proposed changes (with deletions indicated by strikeouts and additions indicated by bold and underlining) to the Form of the Second Amended and Restated Certificate of Incorporation. Article XV of the Charter contains the provisions affected if this proposal is adopted.
Nexstar Media Group, Inc. | 8 | 2023 Proxy Statement |
Voting Matters
Voting
The approval of the Amendment to Reflect New Delaware Law Provisions Regarding Officer Exculpation 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 amendment. Stockholders may also abstain from voting. Abstentions and broker non-votes will have the same effect as votes “against” this proposal.
Board Recommendation
| The Board of Directors recommends stockholders vote FOR this proposal. |
Nexstar Media Group, Inc. | 9 | 2023 Proxy Statement |
Voting Matters
PROPOSAL 4
APPROVAL OF THE UPDATING AMENDMENTS
Summary
The Board of Directors approved and recommends that stockholders approve the Updating Amendments to the Charter to eliminate certain provisions that are no longer effective or applicable.
Updating Amendments
Under the Updating Amendments certain Charter provisions relating to ABRY Broadcast Partners II, L.P. and ABRY Broadcast Partners III, L.P. and their respective affiliates (collectively, “ABRY”) will be eliminated.
Background
When the Charter was adopted in 2013, ABRY held shares of the Company’s common stock representing greater than 50% of the total voting power of the outstanding shares of common stock. Certain provisions of the Charter provided for (a) ABRY’s ability to take stockholder action by written consent; (b) an exception for ABRY to not be considered an “interested stockholder” as defined in the DGCL; and (c) ABRY’s rights with respect to competition with the Company, ability to take advantage of corporate opportunities, and ABRY’s agreements and transactions with the Company. In 2013, ABRY sold the shares of the Company’s common stock it held at the time. As a result, certain Charter provisions relating to ABRY are no longer effective or applicable. The Updating Amendments remove references to ABRY and the provisions that are no longer effective or applicable.
Text of the Amendment
Please see Appendix A attached to this Proxy Statement which shows the proposed changes (with deletions indicated by strikeouts and additions indicated by bold and underlining) to the Form of the Second Amended and Restated Certificate of Incorporation. Articles VIII, IX, XI and XII of the Charter contain the provisions that will be affected if this proposal is adopted.
Voting
The approval of the Updating Amendments requires the affirmative vote of the holders of at least at least two-thirds of the combined voting power of all shares of common stock then outstanding, voting together as a single class. Votes may be cast “for” or “against” such amendments. Stockholders may also abstain from voting. Abstentions and broker non-votes will have the same effect on the voting results.as votes “against” this proposal.
| The Board of Directors recommends stockholders vote FOR this proposal. |
Nexstar Media Group, Inc. | 10 | 2023 Proxy Statement |
Voting Matters
GOVERNANCE PROPOSAL
PROPOSAL 1 – 5
ELECTION OFOF CLASS IIIII DIRECTORS
Summary
Our By-laws provideCharter currently provides for a classified Board of Directors, divided into three staggered classes – I, II and III. The terms of office for each of these classes are scheduled to expire on the date of our annual stockholders’ meeting in 2022, 2023 and 2021, respectively. At thethis Annual Meeting, all of our class III directorsClass II Directors are up for election.
The Board of Directors has nominated Messrs. Perry A. Sook, Geoffrey D. ArmstrongMr. John R. Muse and Jay M. GrossmanMr. I. Martin Pompadur as nominees for election as our class III directors. Once elected,Class II Directors.
Voting
This election is uncontested. In an uncontested election, each director shall be elected by a majority of the votes cast. Stockholders may cast their votes (i) “for” the nominee, (ii) “against” the nominee or (iii) abstain. A majority means that the number of shares voted “for” a nominee’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. Abstentions and broker non-votes will not count on the tabulations of votes cast on a nominee’s election, will not be counted as a vote cast either “for” or “against” a nominee election and will therefore not affect the outcome of such vote.
The persons named as proxies in the enclosed proxy will vote to elect as class III directorsClass II Directors the nominees named below,in the proxy, 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 Class II Directors the nominees named below.in the proxy.
The
Board of Directors recommends a vote FOR the selection of Messrs. Perry A. Sook, Geoffrey D. Armstrong and Jay M. Grossman to the Board of Directors.Recommendation
| The Board of Directors recommends a vote FOR the selection of Mr. John R. Muse and Mr. I. Martin Pompadur to the Board of Directors. |
Nexstar Media Group, Inc. | 11 | 2023 Proxy Statement |
Voting Matters
CLASS I DIRECTOR NOMINEES | ||||
Principal Occupation and Selected Business Experience | ||||
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Age: 72 Board Tenure: 6 years Independent Director Nexstar Board Committee: Other Current Public Company Boards: | John R. Muse was appointed a
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Mr. Muse has over 25 years of experience in Mr. | |||
I. Martin Pompadur Age: 87 Board Tenure: 19 years Independent Director Nexstar Board Committee: Other Current Public Company Boards: | Martin Pompadur was appointed a member of the Board of Directors of Nexstar in November 2003 and serves as the Mr. Pompadur served as Global Vice Chairman, Media and Entertainment at Macquarie Capital from 2009 to 2016. From 1998 through 2008, Mr. Pompadur worked for News Corporation in a variety of positions including Executive Mr. Pompadur currently serves as a member of the Mr. Pompadur’s qualifications to serve on Nexstar’s Board of Directors include his extensive expertise in considered by Nexstar’s Board of Directors. |
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2023 Proxy Statement |
Voting Matters
PROPOSAL 2 – 6
RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Summary
Subject to ratification by the stockholders, the Audit Committee of the Board of Directors has selected the firm of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2021.2023. 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 virtual Annual Meeting and will be available to respond to appropriate questions from stockholders.
Voting
The Boardratification of Directors believes that the selection of PricewaterhouseCoopers LLP as theour independent registered public accounting firm forrequires the year ending December 31, 2021 isaffirmative vote of a majority of the shares of stock present in person or represented by proxy at the meeting and voting thereon. Votes may be cast “for” or “against” such ratification. Stockholders may also abstain from voting. Votes “for” or “against” this proposal and abstentions will count in the best intereststabulations of votes cast on this proposal. Abstentions will be counted as votes cast on this proposal and will have the Company and its stockholderssame 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 recommends that the stockholders vote FORno broker non-votes are expected in connection with this proposal.
Board Recommendation
| The Board of Directors recommends stockholders vote FOR this proposal. |
Nexstar Media Group, Inc. | 13 | 2023 Proxy Statement |
Voting Matters
COMPENSATION PROPOSALS
PROPOSAL 3 – 7
ADVISORY VOTE ON EXECUTIVE COMPENSATION
Summary
As required by Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board of Directors is asking stockholders to cast an advisory, non-binding vote to approve the compensation of our Named Executive Officers, as disclosed in 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. FollowingThis vote is not intended to address any specific item of compensation, but rather the results of the shareholder advisory vote on the frequency of executive compensation voting at the 2017 annual meeting, the Company’s Board of Directors has approved the Company holding the stockholder advisory vote on theoverall compensation of the Company’sour Named Executive Officers annually untiland 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.
Asphilosophy, policies and procedures described in detail in the Compensation Discussion and Analysis section, thethis Proxy Statement.
Background
The Compensation Committee oversees the executive compensation program and compensation awarded to Company executives,including 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 thethis Proxy Statement demonstrates that Nexstar’s executive compensation program is designed appropriately and is working to ensure that management’s interests are aligned with its stockholders’ interests to support long-term value creation.creation and will attract and retain appropriate talent.
You may vote for or against the following resolution, or you may abstain.
Voting
This vote is not intended to address any specific itemadvisory only and non-binding on the Board of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and procedures described in this Proxy Statement.
Directors. The Board of Directors believes, basedwill receive the vote tally and will consider the results of the vote, along with other relevant factors, in its assessment of executive compensation. Votes may be cast “for” or “against” such proposal. Stockholders may also abstain from voting. Votes “for” or “against” this proposal and abstentions will count in the tabulations of votes cast on this proposal, while broker non-votes will not be counted as votes cast on this proposal and will have no effect on the analysisvoting results.
Board Recommendation
| The Board of Directors recommends stockholders vote FOR such compensation. |
Nexstar Media Group, Inc. | 14 | 2023 Proxy Statement |
Voting Matters
PROPOSAL 8
ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE COMPENSATION VOTING
Summary
Current Say-on-Pay Vote Frequency: | Every year. |
Proposed Say-on-Pay Vote Frequency: | Every two years. |
Background
In accordance with the requirements of Section 14A of the Exchange Act, and recommendations performed by the Compensation Committee, as discussedrelated rules of the United States Securities and Exchange Commission (the “SEC”), our stockholders cast advisory votes to approve the compensation of our Named Executive Officers. This Proposal 8 affords stockholders the opportunity to cast an advisory vote on how often we should include a say-on-pay proposal in our proxy materials for future annual meetings of stockholders or any special meeting of stockholders for which we must include executive compensation information in the Compensation Discussionproxy statement for that meeting (a “say-on-pay frequency proposal”). Stockholders may vote to have the say-on-pay vote every year, every two years or every three years (or to abstain). The Board of Directors values the opinions of Nexstar’s stockholders and Analysis sectionwill consider the outcome of this Proxy Statement,the vote when making a decision on the frequency of say-on-pay proposals.
Currently, a say-on-pay vote occurs every year. After careful consideration, the Board of Directors believes a say-on-pay vote that it has provided a reasonable compensation structureoccurs every two years is preferable for the following reasons:
Stockholders may cast their advisory vote to conduct advisory votes on Named Executive Officer compensation every “One Year,” “Two Years,” or “Three Years” or “Abstain.”
Voting
This vote is advisory and non-binding on the Board of Directors. Stockholders may cast their advisory vote on the frequency of advisory votes on Named Executive Officer compensation to express whether they prefer an advisory vote every “One Year,” “Two Years,” or “Three Years” or whether they wish to “Abstain.” The alternative receiving the greatest number of votes – every “One Year,” “Two Years,” or “Three Years” – will be determined to be the frequency that stockholders prefer. Abstentions will be treated as not expressing a frequency preference. Broker non-votes will not be counted as votes cast on this proposal and will have no effect on the results of this advisory vote.
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Voting Matters
The Board of Directors will receive the vote tally and will consider the results of the advisory vote in its determination of the frequency of taking advisory votes from stockholders on Named Executive Officer compensation.
Board Recommendation
| The Board of Directors recommends stockholders vote to hold an advisory stockholder vote on Named Executive Officer compensation every TWO YEARS. |
Nexstar Media Group, Inc. | 16 | 2023 Proxy Statement |
Voting Matters
STOCKHOLDER PROPOSAL
PROPOSAL 9
STOCKHOLDER PROPOSAL URGING THE ADOPTION OF A POLICY TO REQUIRE THAT THE CHAIR OF THE BOARD OF DIRECTORS SHALL BE AN INDEPENDENT DIRECTOR WHO HAS NOT PREVIOUSLY SERVED AS AN EXECUTIVE OFFICER OF THE COMPANY
Carrie Biggs-Adams, 235 Buchanan St. #3, San Francisco, CA 94102, a beneficial owner of shares of our common stock having a market value of at least $2,000, has submitted the following proposal:
RESOLVED: Shareholders of Nexstar Media Group, Inc. (“Nexstar” or the “Company”) urge the Board of Directors to adopt a policy to require that the Board Chair shall be an independent director who has not previously served as an executive officer of the Company.
This policy should be implemented so as not to violate any contractual obligations, with amendments to the Company’s governing documents as needed. The policy should also specify the process for selecting a new independent Chair if the current Chair ceases to be independent between annual meetings of shareholders. Compliance with the policy may be excused if no independent director is available and willing to be Chair.
SUPPORTING STATEMENT
Nexstar’s Chief Executive Officer (CEO) Perry Sook has served as Board Chair since 1996. While we respect Mr. Sooks’s contributions in building Nexstar, we believe combining these two roles in a single person weakens a corporation’s governance, thereby threatening shareholder value. The Board’s oversight of management can be diminished when the Chair is not an independent director.
An independent Chair will be particularly valuable at Nexstar in the future to provide more robust oversight of risk, including on social and governance issues. Moreover, risks outlined in our company’s annual report of 2021 include the cord-cutting effects on retransmission fees, governmental concerns about the antitrust implications of our footprint, updated FCC policies on media ownership and the UHF discount, and issues relating to our company’s debt.
The Council of Institutional Investors states “The board should be chaired by an independent director.”(1) In Congressional testimony, the former Executive Director of CII stated:
Independent board leadership is the best way to ensure that directors have access to all the information they need to do their jobs well. An independent board chairman sets the agenda and provides relevant information to directors; he or she will include material furnished by members of senior management but will also be able to provide outside perspectives. Where the chairman is also the CEO, by contrast, his or her perspective will dominate and outside information is less likely to be provided to board members.(2)
Indeed, Institutional Shareholder Services notes that “the past decade has witnessed a significant rise in the number of companies with independent Chairs and a corresponding decline in the prevalence of combined CEO-Chairs.”(3) In 2019, 34 percent of S&P 500 companies had an independent Chair, up from 31 percent in the previous year and 16 percent in 2009.(4)
In addition, Glass Lewis asserts that “shareholders are better served when the board is led by an independent chairman who we believe is better able to oversee the executives of the Company and set a pro-shareholder agenda without the management conflicts that exists when a CEO or other executive also serves as chairman.”(5)
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Voting Matters
An independent Chair will strengthen our Board’s ability to provide objective feedback to the CEO and enhance management accountability, thereby protecting value for our company’s stakeholders.
We encourage a YES vote on this proposal.
STATEMENT IN OPPOSITION TO THE STOCKHOLDER PROPOSAL
The Board of Directors, after review by its directors, recommends a vote AGAINST this Stockholder Proposal.
In the context of our business, long-term strategy and industry environment, and developments in corporate governance, the Board of Directors believes that a combined Chairperson and CEO, and Board of Directors committees comprised entirely of independent directors, continues to be in the best interest of the Company and our stockholders.
Implementation of the Stockholder Proposal would preclude Mr. Sook from retaining the position of Chairperson of the Board upon expiration of his current contract and/or upon his retirement as CEO.
Mr. Sook is one of the most successful media industry executives in the sector and is Nexstar’s seventh largest stockholder. Nexstar stockholders have benefited from having a talent like Mr. Sook at the helm.
For additional information on the particular qualities of Mr. Sook and why he is best suited to serve as Chairperson, as well as information on the leadership provided by the Board of Directors’ independent directors, please see “Corporate Governance—Board of Directors Leadership Structure.”
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Voting Matters
The Stockholder Proposal would not take effect until after March 31, 2026.
It cannot be known today that the appointment of an independent director who has never been an executive of the Company as Chairperson would be appropriate in 2026. Our Board of Directors believes that our stockholders are best served by preserving the flexibility to determine the appropriate leadership structure for the Company in light of the circumstances at the relevant time.
Nexstar’s Board leadership structure is consistent with market practice.
As the Stockholder Proposal’s supporting statement notes, there is no singular approach to board of directors leadership across S&P 500 companies. Notably, according to the Spencer Stuart Board Index, as of April 30, 2022, only 36% of companies in the S&P 500 have independent chairpersons.
Institutional investors and research analysts have recognized the effectiveness of the Company’s Board of Directors, naming the Nexstar Board of Directors as the #1 Best Board of Directors in Media in the 2023 MidCap Institutional Investor Survey.
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Voting Matters
Nexstar’s current Board leadership structure and corporate governance practices provide effective, independent oversight of management.
Nexstar has a strong independent Board of Directors that operates under sound principles of corporate governance. See “Corporate Governance” for a description of the Board of Directors’ governance principles.
Although the Chairperson and CEO roles are combined, we ensure independent oversight of the Company through a counterbalancing governance structure, which we have had since 2015. Specifically, each of our current directors other than the CEO is independent (eight out of nine directors), and all standing Board committees are made up solely of independent directors and led by independent committee chairpersons.
Our current governance structure enables us to proactively take measures that provide greater benefits to our stockholders—for example, the Board has recommended voting in favor of proposals that increase stockholder rights and increasing dividend payments to our stockholders.
Our current governance structure enables us to be responsive and accountable to stockholders. To this end, in January 2022 the Board of Directors recommended the elimination of classes of stock that had rights superior to those of our Class A stockholders (which proposal was adopted by our stockholders at our 2022 Annual Meeting) and in July 2022 the Board of Directors recommended the declassification of the Board of Directors, which will be voted on by our stockholders at our 2023 Annual Meeting (see Proposal 1). In addition, the Board of Directors initiated the discussion of, and approved, an increase in the Company’s 2023 quarterly dividend by 50% versus the Company’s historical average annual 25% increase.
For all of these reasons, we believe a policy requiring the Chairperson of the Board of Directors be an independent director who has not previously served as an executive officer of the Company is not necessary and not in the best interests of the Company and its stockholders.
Voting
The approval of the adoption of a policy to require that the Chair of the Board of Directors shall be an independent director who has not previously served as an executive officer of the Company requires the affirmative vote FORof a majority of the shares of stock present in person or represented by proxy at the meeting and voting thereon. Votes may be cast “for” or “against” the adoption of such compensation.policy. Stockholders may also abstain from voting. Votes “for” or “against” this proposal and abstentions will count in the tabulations of votes cast on this proposal. Abstentions will be counted as votes cast on this proposal and will have the same effect as votes “against” this proposal. Broker non-votes will not be counted as votes cast on this proposal and will have no effect on the voting results.
Board Recommendation
✘ | The Board of Directors recommends stockholders vote AGAINSTthis proposal. |
Nexstar Media Group, Inc. | 20 | 2023 Proxy Statement |
Directors
DIRECTORS
On September 30, 2022, Dennis Miller resigned from Nexstar’s Board of Directors in connection with his appointment as President of The CW Network, LLC (“The CW”), an entity in which Nexstar acquired a 75.0% ownership interest on September 30, 2022. Nexstar is conducting a search for a new member of its Board of Directors.
The current directors of the Company are:
Name | Nexstar Position | Class I Directors | Class II Directors | Class III Directors | ||||
Perry A. Sook | Chairman and Chief Executive Officer |
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Geoff Armstrong | Independent Director |
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Bernadette S. Aulestia | Independent Director |
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Dennis J. FitzSimons | Independent Director |
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Jay M. Grossman | Independent Director |
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C. Thomas McMillen | Independent Director |
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Lisbeth McNabb | Independent Director |
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| Independent Director |
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| Independent Director |
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DIRECTORS | ||
Principal Occupation and Selected Business Experience | ||
Perry A. Sook Age: 65 Board Tenure: 27 years Chairman Nexstar Board Committee: None Other Current Public Company Boards: None | Perry A. Sook has served as the Chairman and Chief Executive Officer of Nexstar since its inception in 1996. Mr. Sook founded Nexstar with one local television station in Scranton, PA and led its growth into the leading diversified media company and the largest local broadcaster in the United States it is today. Mr. Sook has over 43 years of professional experience in broadcasting covering all facets of the business, including ownership and M&A, management, sales, on-air talent and news. Mr. Sook serves as Chairman of The Ohio University Foundation Board of Trustees (non-profit), on the Board of Directors of Broadcast Music, Inc. (private), the Broadcasters Foundation of America (non-profit) and as Chairman of the Television Board for the National Association of Broadcasters (non-profit). Mr. Sook’s qualifications to serve on Nexstar’s Board of Directors include his demonstrated leadership skills and extensive operating executive experience in building Nexstar from its founding to $5.2BN of net revenue in 2022. He is highly experienced in driving operational excellence, innovating new strategies, and attaining financial objectives under a variety of economic and competitive conditions. |
Nexstar Media Group, Inc. | 21 | 2023 Proxy Statement |
Directors
DIRECTORS | ||
Principal Occupation and Selected Business Experience | ||
Geoff Armstrong Age: 65 Board Tenure: 19 years Independent Director Nexstar Board Committee: Other Current Public Company Boards: Urban One, Inc. | Geoff Armstrong was appointed a member of the Board of Directors of Nexstar in November 2003, serves as the Chairman of the Audit Committee. He previously served as Chairman of the Compensation Committee and Chairman of the Audit Committee. Mr. Armstrong serves as 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, an NYSE publicly traded company. 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. Prior to that, 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 serves as the chairman of the audit committee of Urban One, Inc. (NASDAQ: UONE) and previously served as board member and chairman of the audit committee of Urban One, Inc. from June 2001 and May 2002, respectively, through November 2020. Mr. Armstrong’s qualifications to serve on Nexstar’s Board of Directors include his extensive experience as the Chief Financial and Chief Operating Officer in the broadcast and communications industry, as well as a board member of other publicly traded companies. His service on the boards of other public companies allows him to offer a broad perspective on corporate governance, risk management and operating issues facing corporations today. | |
Nexstar Media Group, Inc. | 22 | 2023 Proxy Statement |
Directors
DIRECTORS | ||
Principal Occupation and Selected Business Experience | ||
Bernadette S. Aulestia Former President, Global Distribution at HBO Age: 50 Board Tenure: 2 years Independent Director Nexstar Board Committee: Compensation Other Current Public Company Boards: Denny’s Corporation | Bernadette Aulestia was appointed a member of the Board of Directors of Nexstar in January 2021 and serves on the Compensation Committee. Ms. Aulestia served as Chief Revenue and Growth Officer and then as Advisor of Callisto Media (private), a technology and media company which leverages audience data to create high-quality content at scale in 2022. Between her time at HBO and Callisto Media, Ms. Aulestia focused on her role as Board Member of Denny’s which she joined in 2018 among other non-profit board memberships and personal endeavors. From 2018 to 2019 Ms. Aulestia was President, Global Distribution and from 2015 to 2018 was Executive Vice President, Global Distribution at HBO, the premium programming subsidiary of WarnerMedia. Prior to that, she was Executive Vice President, Domestic Network & Digital Distribution at HBO from 2013 – 2015 and Senior Vice President, Domestic Network & Digital Distribution at HBO from 2009 – 2013. Prior to HBO, Ms. Aulestia held positions at Univision Communications, Turner Broadcasting Systems and Kidder Peabody. Ms. Aulestia serves on the board of directors and is chair of the Corporate Governance & Nominating Committee of Denny's Corporation (NASDAQ: DENN), a franchisor and operator of one of America's largest full-service restaurant chains, and Candoo Tech (private), a monthly subscription-based technical customer support service for aging adults and planned communities. Ms. Aulestia’s qualifications to serve on Nexstar’s Board of Directors include her extensive experience as an executive in content and digital businesses which enables her to provide valuable advice on strategic and business matters as it relates to the Company’s own content and digital operations and growth plans. Her service on the boards of other public and private companies allows her to offer a broad perspective on corporate governance, risk management and operating issues facing corporations today. | |
Nexstar Media Group, Inc. | 23 | 2023 Proxy Statement |
Directors
DIRECTORS | ||
Principal Occupation and Selected Business Experience | ||
Dennis J. FitzSimons Chairman of Robert R. McCormick Foundation and Former Chief Executive Officer of Tribune Company Age: 72 Board Tenure: 6 years Independent Director Nexstar Board Committee: Audit Other Current Public Company Boards: None | Mr. FitzSimons was appointed a member of the Board of Directors of Nexstar in January 2017 and serves on the Audit Committee. Mr. FitzSimons serves as Chairman of the Robert R. McCormick Foundation (non-profit), a charitable organization with extensive assets where he has held his position since 2004. Concurrent with and prior to that, Mr. FitzSimons spent 25 years with the Tribune Company, a predecessor company of Tribune Media Company which Nexstar acquired in 2019, serving as the Chief Executive Officer and board member of Tribune Company from 2003 to 2007 and as Chairman of the board of directors from 2004 to 2007. From 2009 until January 2017, Mr. Fitzsimons served on the board of directors of Media General, Inc. (“Media General”) (formerly public), which Nexstar acquired in 2017, as Chairman of Media General’s compensation committee and a member of the audit committee. He also served on the board of directors of Time, Inc. (formerly public) from 2014 until its sale to Meredith Corporation in January 2018 and was a member of the audit committee and the compensation committee. Mr. FitzSimons’ qualifications to serve on Nexstar’s Board of Directors include his extensive experience as the Chief Executive Officer of a publicly traded company in the broadcast industry and service as a member of the audit and compensation committees of several publicly traded companies. His service on the boards of public companies allows him to offer a broad perspective on corporate governance, risk management and operating issues facing corporations today. |
Nexstar Media Group, Inc. | 24 | 2023 Proxy Statement |
Directors
DIRECTORS | ||
Principal Occupation and Selected Business Experience | ||
Jay M. Grossman Age: 63 Board Tenure: 26 years Independent Director Nexstar Board Committee: Other Current Public Company Boards: None | Jay M. Grossman was appointed a member of the Board of Directors of Nexstar in 1997 and serves on the Compensation Committee. On September 30, 2022, Mr. Grossman was appointed as Chairperson of the Compensation Committee. Mr. Grossman serves as Managing Partner and Co-Chief Executive Officer at ABRY Partners, LLC (“ABRY”), a private equity fund focused on media, communications, business and information services, which he joined in 1996. ABRY helped found Nexstar alongside Perry Sook in 1996 and fully exited its ownership position in the Company in 2013. Mr. Grossman has served on the board of directors of a wide variety of private companies including Atlantic Broadband, Caprock Communications, Consolidated Theaters, Cyrus One Networks, Donuts, Executive Health Resources, Grande Communications, Hosted Solutions, Monitronics International, Q9 Networks, RCN Telecom Services, Sidera Networks and WideOpenWest Holdings. Mr. Grossman’s qualifications to serve on Nexstar’s Board of Directors include his long-term experience with Nexstar and his extensive experience in investing in media and communications companies enabling him to provide meaningful insight and guidance to the Company and the Board as Nexstar executes on its growth plan. | |
C. Thomas McMillen President and Chief Executive Officer of LEAD1 Age: 70 Board Tenure: 8 years Independent Director Nexstar Board Committee: Nominating and Corporate Governance Other Current Public Company Boards: Castellum, Inc. | Mr. McMillen was appointed a member of the Board of Directors of Nexstar in July 2014 and serves on the Nominating and Corporate Governance Committee. Mr. McMillen serves as the President and Chief Executive Officer of the LEAD1 Association (formerly the DIA Athletic Directors Association) which he joined in October 2015. He previously served as Timios National Corporation’s (formerly Homeland Security Capital Corporation) Chief Executive Officer and Chairman of the Board from August 2005 and as its President from July 2011 to February 2014. From May 2013 to May 2016, Mr. McMillen served as an independent director of RCS Capital Corporation. 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 was appointed as a member of the Board of Directors of Castellum, Inc. (NYSE: CTM), a technology company focused on leveraging the power of information technology in October 2022. Mr. McMillen’s qualifications to serve on Nexstar’s Board of Directors 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. | |
Nexstar Media Group, Inc. | 25 | 2023 Proxy Statement |
Directors
DIRECTORS | ||
Principal Occupation and Selected Business Experience | ||
Lisbeth McNabb Former Chief Financial Officer and Chief Operating Officer of Linux Foundation Age: 62 Board Tenure: 17 years Independent Director Nexstar Board Committee: Audit Other Current Public Company Boards: NeoGames | Ms. McNabb was appointed a member of the Board of Directors of Nexstar in May 2006, serves on the Audit Committee and is a former Audit Committee Chairperson. Ms. McNabb is an Operating Partner of Springcoast Capital Partners, a growth equity firm focused on software and technology-enabled companies, which she joined in March 2023 and has served on the Board of Directors of Zoomcar (private), the largest car-sharing platform, headquartered in Banglore, India, since June 2022. Ms. McNabb previously served as the Chief Financial Officer and Chief Operating Officer of Linux Foundation, an open-source technology consortium, from 2018 to 2020. In 2017, Ms. McNabb was interim Chief Financial Officer for Illuminate Education and from 2012 to 2015 was Founder of DigiWorksCorp, a digital and data analytics SaaS company for retail and enterprise companies. Prior to that, she held positions with w2wlink, Match, Sodexo, PepsiCo Frito-Lay, American Airlines, AT&T and JP Morgan Chase. Ms. McNabb is also an independent director, chair of audit, and member of the nominating and governance and compensation committees of NeoGames (NASDAQ: NGMS), a global provider of iLottery solutions for national and state-regulated lotteries, and an independent director and chair of the audit committee of Acronis (private), a global leader in cybersecurity and data protection. Previously Ms. McNabb served as a director and chair of the audit committee and on the compensation committee of Tandy Brands (public). She also previously served on the advisory board of American Airlines. Ms. McNab’s qualifications to serve on Nexstar’s Board of Directors include her leadership skills in entrepreneurial and executive roles in media, digital and technology companies. She is an expert at driving finance, strategy, operations, data analytics and revenue strategies at the high growth scaling inflection stage. | |
John R. Muse | Biographical information for Mr. Muse can be found under “Proposal 5 – Election of Class II Directors.” | |
I. Martin Pompadur |
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Nexstar Media Group, Inc. | 26 |
| 2023 Proxy Statement |
Perry A. Sook biographical information for Mr. Sook can be found under “Proposal 1 – Election of Class III Directors.”
Directors
Geoff Armstrong biographical information for Mr. Armstrong can be found under “Proposal 1 – Election of Class III Directors.”Board Composition
Bernadette S. Aulestia was appointed a member of the Board of Directors of Nexstar effective in January 2021. From 2015 to 2019 Ms. Aulestia served as President of Global Distribution for Home Box Office, Inc, a subsidiary of WarnerMedia. She led global revenue and operations for one of the world’s most innovative, premium media brands and led HBO’s digital transformation worldwide. She has extensive P&L experience leading high-growth B2B and B2C brands in the media and entertainment vertical. Prior to that and beginning in 2013, Ms. Aulestia was Executive Vice President, Domestic Network & Digital Distribution where she oversaw affiliate sales and subscriber marketing. Prior to that, Ms. Aulestia served as Senior Vice President of HBO’s Digital Distribution Group. Ms. Aulestia also served on the Board of Directors of HBO Latin America Group from 2015 to 2019. Ms. Aulestia previously held roles at Univision Communications and Turner Broadcasting. She started her career at Kidder, Peabody &Co.
She currently serves as an Independent Board Director for Denny’s Corporation (Nasdaq: DENN) where she is a member of the Nominating and Governance Committee and Executive Sponsor of the Diversity, Equity & Inclusion Council. Ms. Aulestia also serves as an Independent Board Director of Candoo Tech, is as a Member of the Board of Directors of Angeles Investors, and is a Trustee of Brown University. She is an NACD Board Leadership Fellow.
Ms. Aulestia brings to Nexstar’s Board of Directors over 20 years of senior leadership experience in the areas of operations, content distribution, strategic planning, digital transformation, and the development of strategic marketing plans for the Hispanic, African-American, and Asian consumer.
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. 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. FitzSimons’ qualifications to serve on Nexstar’s Board of Directors include his extensive experience as the Chief Executive Officer of a publicly traded company in the broadcast industry, 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.
Jay M. Grossman biographical information for Mr. Grossman can be found under “Proposal 1 – Election of Class III Directors.”
C. Thomas McMillen has served as a director of Nexstar since July 2014 and is currently a member of the Board’s Nominating and Corporate Governance Committee. Mr. McMillen currently serves as Chief Executive Officer and President of the LEAD1 Association (formerly the DIA Athletic Directors Association) since September 2015. He also serves as a Treasurer of National Fitness Foundation. 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 serves on the audit committee and was chair of the audit committee through 2020. Ms. McNabb most recently was the Chief Financial Officer and Chief Operating Officer of Linux Foundation from 2018 to 2020, 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 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 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, an on-site food service and facilities management company, from 2000 to 2005. Prior to that, she held innovation, finance, and strategy leadership roles with PepsiCo Frito-Lay, American Airlines, AT&T, and JP Morgan Chase. Ms. McNabb serves on the board of Neogames (Nasdaq: NGMS) in an observer capacity. Subject to approval by the shareholders at the 2021 annual general meeting, Ms. McNabb will become a full voting member of the Board and will serve as chairperson on the Board’s audit committee and a member of its compensation and nominating and corporate governance committees. Previously Ms. McNabb served as a director and chair of the audit committee of Tandy Brands and served on the advisory board of American Airlines, Southern Methodist Cox School of Business, University of Nebraska College of Business, International Women’s Forum, Bay Area, Dallas Chapter of Financial Executives International, Sammons Art Center, 4Word and The Family Place. After Ms. McNabb’s tenure as a director of Tandy Brands in March 2014, Tandy Brands filed for bankruptcy protection in United States Bankruptcy Court for the Northern District of Texas.
Ms. McNabb brings to Nexstar’s Board of Directors her leadership skills in entrepreneurial and executive roles in media, digital and technology companies and extensive strategy, 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 companies, Ms. McNabb also has had financial leadership roles.
Dennis A. Miller has served as a director of Nexstar since February 2014. From 2013 until April 2014, Mr. Miller served as President of Operations for TV Guide Network, a highly distributed entertainment network owned by CBS Corporation and Lionsgate Entertainment Corporation. From 2011 to 2013, Mr. Miller was working as an independent consultant to MediaLink and Lionsgate. From 2005 to 2011, Mr. Miller was a General Partner at Spark Capital, a venture fund with an investment focus on the conflux of the media, entertainment and technology industries. Prior to joining Spark Capital, Mr. Miller served as Managing Director for Constellation Ventures, the venture arm of Bear Stearns. His portfolio of investments included CSTV (sold to CBS), TVONE (sold to Comcast and Radio One), Capital IQ (sold to McGraw Hill) and K12, which went public in 2007. Before focusing on venture capital investing, Mr. Miller served as Executive Vice President of Lionsgate, a global entertainment company with motion picture, television, home entertainment and digital media operations, which he joined in 1998. From 1995 to 1998, Mr. Miller was the Executive Vice President of Sony Pictures Entertainment, a global motion picture, television and entertainment production and distribution company. He was Executive Vice President of Turner Network Television from 1991 to 1995, during the cable channel’s early inception. Mr. Miller began his career as an attorney with Manatt, Phelps, Rothenberg and Phillips in Los Angeles. He holds a Juris Doctorate from Boalt Law School and a B.A. in political science from the University of California at San Diego. Mr. Miller currently serves as Chairman of Industrial Media.
Mr. Miller brings to Nexstar’s Board of Directors his over 25 years of knowledge and experience in numerous early-stage and established media, entertainment and technology companies.
John R. Muse was appointed a member of the Board of Directors of Nexstar effective January 2017. From 2014 until January 2017, Mr. Muse served on the board of directors of Media General, Inc. (“Media General”). He has over 25 years of experience in private equity and is currently the chair of Lucchese, Inc. and Free Flow Wines, a leading packaging and logistics company serving the wine on tap segment. He is also on the board of directors of CSM Bakery Solutions (private). His philanthropic interests in education, community and human services have inspired him to serve on the Board of Visitors for the UCLA Anderson School of Management. He previously served on the board of directors of Dean Foods (public) until October 2020 and Board of Visitors of the Klyde Warren Park Board. Mr. Muse received his B.S. in Engineering Management from the United States Air Force Academy and his M.B.A. from the University of California, Los Angeles.
Mr. Muse brings to Nexstar’s Board of Directors his leadership skills in entrepreneurial and executive roles in a wide range of industries. Mr. Muse has also had financial leadership roles.
I. Martin Pompadur has served as a director of Nexstar since November 2003. In June of 1998, Mr. Pompadur joined News Corporation as Executive Vice President of News Corporation, President of News Corporation Eastern and Central Europe and a member of News Corporation’s Executive Management Committee. In January 2000, Mr. Pompadur was appointed Chairman of News Corp Europe. Mr. Pompadur resigned from News Corporation in November 2008. Mr. Pompadur served as Global Vice Chairman, Media and Entertainment at Macquarie Capital from 2009 to 2016. Prior to joining News Corporation, Mr. Pompadur was President of RP Media Management and held executive positions at several other media companies. Mr. Pompadur currently serves as the Chairman of Metan Global Entertainment and also serves on the board of directors of Chicken Soup for the Soul Entertainment, Golden Falcon Acquisition Corp., Troika Media Group and RP Coffee Ventures. Previously, Mr. Pompadur served on the boards of IMAX Corporation, ABC, Inc., Ziff Corporation, News Corporation Europe, Sky Italia, News Out of Home, Balkan Bulgarian, BSkyB, Metromedia International Group, Elong, Seatwave Limited, Linkshare Corporation and Truli Media Group.
Mr. Pompadur brings to Nexstar’s Board of Directors his ability to offer a broad international perspective on issues considered by Nexstar’s Board of Directors and his extensive expertise in the media industry.
The following matrix providestables provide information regarding the members of our Board as of [●], 2023, including certain types of knowledge, skills, business experiences, and 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 matrix does not encompass all of the knowledge, skills, experiences or attributes of our directors, and the fact that a particular knowledge, skill, 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, 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 and experience listed below may vary among the members of the Board.
Board Skills Matrix
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| Sook | Armstrong | Aulestia | FitzSimons | Grossman | McMillen | McNabb | Muse | Pompadur |
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Knowledge, Skills and Experience |
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Public Company (Board or Experience) | ● | ● | ● | ● | ● | ● | ● | ● | ● |
Industry (Media, Digital, Technology) | ● | ● | ● | ● | ● |
| ● | ● | ● |
Management (Strategic Oversight, Human Capital) | ● | ● | ● | ● |
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| ● | ● | ● |
Operations | ● | ● | ● | ● |
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ESG | ● | ● |
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| ● | ● | ● | ● |
Regulatory/Legal | ● | ● |
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Financial | ● | ● |
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| ● | ● | ● | ● |
M&A | ● | ● |
| ● | ● | ● | ● | ● | ● |
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Board Tenure |
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Years of Service | 27 | 19 | 2 | 6 | 26 | 8 | 17 | 6 | 19 |
Age | 65 | 65 | 50 | 72 | 63 | 70 | 62 | 72 | 87 |
Board Diversity Matrix
| Female | Male | Non-Binary | Did Not | Total |
Part I: Gender Identity | |||||
Directors | 2 | 7 | — | — | 9 |
Part II: Demographic Background | |||||
Hispanic or Latinx | 1 | — | — | — | 1 |
White or Caucasian | — | 8 | — | — | 8 |
Sook Armstrong Aulestia FitzSimons Grossman McMillen McNabb Miller Muse Pompadur Knowledge, Skills and Experience Public Company Board Experience Financial/Capital Market Risk Management Accounting Corporate Governance/Ethics Legal/Regulatory Human Resources/Compensation Executive Experience Operations Experience Brand Marketing Strategic Planning/Oversight Digital/Technology Mergers and Acquisitions Media/Broadcast Academic/Education Demographics Race/Ethnicity African American Asian/Pacific Islander White/Caucasian Hispanic/Latino Native American Gender Male Female Board Tenure Years of Service Age 25 17 (1) 4 24 6 15 7 4 17 63 63 48 70 61 68 60 63 70 85
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Nexstar Media Group, Inc. | 27 | 2023 Proxy Statement |
Corporate Governance
Committees of the Board of Directors
The Board of Directors currently has three standing committees with the following members:
Compensation | Audit | Nominating and
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Geoff Armstrong | Chairperson | |||||
Bernadette S. Aulestia |
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Dennis J. FitzSimons |
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Jay Grossman(1) |
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C. Thomas McMillen |
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Lisbeth McNabb |
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I. Martin Pompadur | Chairperson |
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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 twiceeight times during 2020. The Compensation Committee also passed a number of resolutions in lieu of holding meetings with the Committee during 2020. In addition, succession planning and other committee items were discussed as part of full board executive sessions.2022. The Compensation Committee operates under a 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 threeThe current members of the Compensation Committee are “independent” as that term is defined in the NASDAQ Stock Market Marketplace rules. Mr. Miller, who resigned from the Board in September 2022, was independent during the tenure of his service as a Board member. For more information regarding the Compensation Committee, please refer to the “Compensation Committee Report” in this Proxy Statement.
Nexstar Media Group, Inc. | 28 | 2023 Proxy Statement |
Corporate Governance
Audit Committee
The purpose of the Audit Committee is to oversee the quality and integrity of Nexstar’s accounting, internal auditing and financial reporting practices, to oversee Nexstar’s relationship with its independent registered public accounting firm, to evaluate the Company’s risks, and to perform such other duties as may be required by the Board of Directors, and to oversee Nexstar’s relationship with its independent registered public accounting firm.Directors. The Audit Committee met five times during 2020. The2022. 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 Mr. Geoff Armstrong, who was appointed as Chair of the Audit Committee effective October 20, 2020, succeeding Ms. Lisbeth McNabb,is Mr. Geoff Armstrong who the Board of Directors has determined is an “audit committee financial expert” in accordance with the applicable rules and regulations of the United States Securities and Exchange Commission (the “SEC”).SEC. The Audit Committee operates under a written charter adopted by the Board of Directors in April 2017.February 2022. 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. For more information regarding the Audit Committee, please refer to the “Audit Committee Report” in this Proxy Statement.
Nominating and Corporate Governance Committee
The purpose of the Nominating and Corporate Governance Committee is to identify individuals qualified to serve on Nexstar’s Board of Directors, recommend persons to be nominated by the Board of Directors for election as directors at the annual meeting of stockholders, recommend nominees for any committee of the Board of Directors, develop and recommend to the Board of Directors a set of corporate governance principles applicable to Nexstar and to oversee the evaluation of the Board of Directors and its committees. The Nominating and Corporate Governance Committee operates under a 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 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 met oncefive times during 2020 because all material committee issues were discussed by the full Board of Directors during executive sessions.2022. Our Nominating and Corporate Governance Committee will consider stockholder nominees for the Board of Directors (see “Stockholder Proposals for the 20222024 Annual Meeting”Meeting of Stockholders” under “Other Information” in this Proxy Statement).
Nexstar Media Group, Inc. | 29 | 2023 Proxy Statement |
Corporate Governance
Additional Information Concerning the Board of Directors
During 2020,2022, the full Board of Directors met four times. As summarized in the table below, each incumbent director attended 100%more than 80% of the total number of meetings of the Company’s Board of Directors and committees of the Board of Directors on which they serve.
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| Compensation |
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| Nominating and |
| Total |
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Perry A. Sook |
| 5 |
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| 5 |
| 100% |
Geoff Armstrong |
| 5 |
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| 4 |
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| 9 |
| 90% |
Bernadette S. Aulestia |
| 4 |
| 8 |
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| 12 |
| 92% |
Jay M. Grossman |
| 5 |
| 6 |
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| 11 |
| 85% |
Dennis A. Miller(5) |
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John R. Muse |
| 5 |
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| 4 |
| 9 |
| 90% |
I. Martin Pompadur |
| 5 |
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| 5 |
| 10 |
| 100% |
Dennis J. FitzSimons |
| 5 |
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| 5 |
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| 10 |
| 100% |
C. Thomas McMillen |
| 5 |
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| 5 |
| 10 |
| 100% |
Lisbeth McNabb |
| 5 |
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| 5 |
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| 10 |
| 100% |
| Meetings Attended |
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| Compensation |
| Audit |
| Corporate Governance |
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| Overall |
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| Full Board |
| Committee(1) |
| Committee(2) |
| Committee(3) |
| Total |
| Attendance |
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Perry A. Sook |
| 4 |
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| 4 |
| 100% |
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Geoff Armstrong |
| 4 |
| 2 |
| 5 |
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| 11 |
| 100% |
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Jay M. Grossman |
| 4 |
| 2 |
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| 6 |
| 100% |
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Dennis A. Miller |
| 4 |
| 2 |
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| 6 |
| 100% |
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John R. Muse |
| 4 |
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| 1 |
| 5 |
| 100% |
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I. Martin Pompadur |
| 4 |
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| 1 |
| 5 |
| 100% |
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Dennis J. FitzSimons |
| 4 |
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| 5 |
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| 9 |
| 100% |
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C. Thomas McMillen |
| 4 |
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| 1 |
| 5 |
| 100% |
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Lisbeth McNabb |
| 4 |
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| 5 |
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| 9 |
| 100% |
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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 20202022 Annual Meeting of Stockholders in virtual-only format.person. Mr. Sook attended and presided over the 2020 virtual2022 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 nominationskills. 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 policygovernance policies would be beneficial to Nexstar, the Board of Directors may in the future adopt ansuch additional nominating policy.policies. The Nominating and Corporate Governance Committee also is responsible for the establishment of guidelines for removal of directors.
The Nominating and Corporate Governance Committee reviews succession planning with the Compensation Committee.
There is no formal policy governing how diversity is considered in the makeup of the Board of Directors and the selection of its members. The Nominating and Corporate Governance Committee defines Board diversity broadly to mean that the Board of Directors is comprised of individuals with a variety of perspectives, industry experience, personal and professional backgrounds, skills and qualifications. When nominating a Board member, the Nominating and Corporate Governance Committee examines the diversity of the overall board and strives to maintain an appropriate level of diversity (as set forth above) with the addition of each new nominee.
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.
Nexstar Media Group, Inc. | 30 | 2023 Proxy Statement |
Corporate Governance
Stockholder Outreach
Annual Stockholder Calls Regarding ESG
In the first quarter of 2021,2023, we contacted our 21 largest stockholders as reported to the SEC (including 20 non-affiliated institutional investors and one affiliated investor) in connection with year-end 2022 filings for our institutional investors, representing an estimated 66% of our shares outstanding as of March 31, 2023, to offer a call with members of senior management with support from third party consultants (JCIR and Innisfree), contactedas well as a member of the Company’s top 29 non-affiliated stockholdersCompensation Committee of the Board of Directors (schedules permitting) to offer them an opportunity to provide feedback regardingdiscuss the Company’s recent and ongoing corporate governance, social responsibility and environmental initiativesactivities (hereinafter collectively referred to as “ESG”) as well as any other issues important to shareholders. These stockholders control approximately 67%stockholders. We received responses from 86% of the voting sharesstockholders contacted of Nexstar as of December 31, 2020. Ofwhich the 29 stockholders, conference calls were conducted with 20 stockholders who collectively heldmajority (representing approximately 48%66% of the Company’s voting shares. The remaining nine stockholders, who collectivelyshares held approximately 19% of the Company’s voting shares, eitherby our top 21 stockholders) responded that they did not require ESG calls, did not respond toa call this year. Stockholders representing approximately 20% of the shares held by our invitations for an ESG call or do not engage with company management about ESG matters. In these stockholder engagement efforts, we attempted to reach individuals responsible for executive pay and governance-related decisions within each investor organization. Our President, Chief Operating Officer and Chief Financial Officer and Executive Vice President, General Counsel and Secretarytop 21 stockholders participated in these conference calls and discussed matters on ESG and executive compensation. The Chairman ofwere generally positive about the Company’s Compensation Committee participatedongoing progress on callsits ESG initiatives. We report the results of our annual stockholder outreach initiative to its Board of Directors which the Board of Directors and management review and use to shape future ESG initiatives.
In response to stockholder feedback in prior years, we have taken a number of actions including:
The majority of theWe are committed to engaging with our investors commented positivelyto ensure that their perspectives on the opportunity to furnish input on ESG, compensation related issuescorporate governance and other items of importance to them. Common themes expressedissues are thoughtfully considered.
Active Investor Relations Function
We maintain an active and accessible investor relations function. In 2022, we participated in 12 investor conferences and organized group investor meetings and met with over 200 investors in total at these meetings. In addition, we maintain an active dialogue with research analysts and investors on an ad hoc basis throughout the year.
Below is a summary of the recurring recommendations we received through our 2021 outreach involving ESG and our responses:
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Corporate Governance
Board of Directors Leadership Structure
Nexstar believes in a strong Board of Directors possessed of deep experience in the technology, media and telecom space that assists in formulating the company’s long-term strategy, advises on potential mergers and acquisitions, and seeks to maximize stockholder value. The Company fosters an environment of strict financial accountability and has policies, procedures, and controls in place to safeguard the Company’s financial performance.
The Board of Directors has the responsibility for selecting the appropriate leadership structure for the Company. In making leadership structure determinations, theThe Board of Directors considers many factors, including the specific needs of the business and the best interests of the Company’s stockholders.stockholders in determining the most appropriate structure for itself and the Company. Our current leadership structure is comprised of a combined ChairmanChairperson of the Board and Chief Executive Officer and Board committees comprised of only independent Directors. The Board of Directors believes that Mr. Sook’s service in thisthe combined Chairperson and Chief Executive Officer role is in the best interest of both the Company and its stockholders. 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 by serving in this dual role he is able to effectively focus the Board of Director’s attention on these matters. In histhis combined capacity, he can speakspeaks clearly with one voice in addressing the Company’s various stakeholders such as customers, suppliers, employees, and the investing public.
All of the Company’s directors, except for the Chairman, are independent. The Board of Directors has voted not to designatedesignated 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 doprefer 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 repeatedlydirectors continually demonstrated the ability to exercise their fiduciary responsibilities in deliberating issues beforeto 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 Mses. Aulestia and McNabb. Mr. Miller was an independent director until his resignation on September 30, 2022.
As described more fully in the “Risk Factors” section to the Company’s Annual Report on Form 10-K, the Company’s management and Board of Directors manage a variety of internal and external risks. The Board of Directors plays a vital role in managing the risks facing our Company.
Nexstar Media Group, Inc. | 32 | 2023 Proxy Statement |
Corporate Governance
Environmental, Social, and Governance Principles and ActionsThe Company uses computers in substantially all aspects
Our Board of Directors, through its business operations. Its revenues are increasingly dependent on digital products. Such use exposesCommittees, evaluates and oversees risk areas related to ESG. This includes 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,Company’s overall ESG reporting as well as our ability to protect against attacks and detect and respond to them quickly. The rapid adoptiondevelopment 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. The results of these incidents could include, but are not limited to, business interruption, disclosure of nonpublic information, decreased advertising revenues, misstated financial data, liability for stolen assets or information, increased cybersecurity protection costs, litigation and reputational damage adversely affecting customer or investor confidence. The Company’s Cybersecurity Committee helps mitigate cybersecurity risks. The role of the committee is to oversee cyber risk assessments, monitor applicable key risk indicators, review cybersecurity training procedures, establish cybersecurity policies and procedures,programs to achieve short-term 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.long-term objectives.
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. A link to the Charity’s activities can be found at https://www.nexstar.tv/our-foundation/. 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.
Our Board of Directors, through its Committees, evaluatescore beliefs and oversees risk areas related to ESG. This includes the Company’s overall Corporate Social Responsibility reporting as well as development ofinternal policies and programs needed to achieve short-term and long-term objectives. In 2020 and 2021,procedures we have put in place over many years provide the Company pursued various new and ongoing initiatives related to community involvement, human capital management, including its launch of Diversity & Inclusion Council and Mentorship Program, as well asframework for our continuing efforts to reduce energy consumption. To further demonstrate our commitment to continuously improve our disclosures surrounding sustainability, we are formalizing our current best practices that are not yet written into policies and Company standards.align the company with sound ESG practices. We are also making progress towards more robust sustainability reporting that aligns our material areas of focus and our long-term strategy with an external framework. We are looking into the Sustainability Accounting Standards Board (“SASB”) as our baseline to establish our performance criteria, measure our progress and identify areas where improvements are needed.
As of April 28, 2021, the Board adopted the following statement, which will be updated in the future as new policies are implemented:
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 have adopted practices in our ordinary course of business in supportmindful of our accountability in social, economicESG priorities and environmental areas. Indeed, we strive for excellence in all endeavors while actively seeking to enhance our operations in waysrecognize that benefit society. ESG is an ongoing process.
The following is aare the summary of our key ESG principles and related action steps:
Environmental | Social | Governance | |
Key Principles: | • Limit our impact on the environment | • Fact-based, unbiased journalism • Community involvement • Diversity, equity and inclusion | • Maximize stockholder value • Provide opportunities for stockholders to make their opinions known • Diversity, equity and inclusion |
Highlights / Selected Actions: | • Began process of collecting data to measure our environmental impact • Plan to establish strategies to reduce/limit our impact in the future | • Continued to produce unbiased content at local level, NewsNation and The Hill as validated by third party watchdog groups • Produced nearly 50 candidate debates for state and federal elective offices • Nationwide community involvement via a number of initiatives including Founder’s Day, Remarkable Women and Project Roadblock • Community involvement by each of our stations (over 1,675 initiatives in 2022) • Focus on treating employees fairly and ethically, and fostering positive work environments o Companywide minimum wage above federal and state requirements o Expansion of parental leave, personal time-off and health benefits o Dedicated Nexstar Employee Assistance Fund o Broad inclusion of management employees in equity awards o Conducted a company-wide survey to enhance employee engagement • Dedicated diversity, equity and inclusion programs, hiring practices and mentorships o We believe our employees reflect the communities we represent(1) o Above-average senior management gender diversity(2) o Effort to increase diversity through expansive recruiting efforts, support of diversity groups inside of Nexstar and mentorship programs | • Single class of stock (eliminated Class B and C shares as a result of the stockholder vote in 2022) • Virtually entirely independent Board of Directors (89%, or 8 of 9*, directors are independent) • Recommending a proposal to declassify the Board of Directors in connection with the 2023 Annual Meeting • Focus on Board diversity (22%, or 2 of 9, directors are women) with ongoing search • Committing to comply with new SEC rules to adopt a formal clawback policy • Active and accessible investor relations function with annual stockholder outreach |
Nexstar Media Group, Inc. | 33 | 2023 Proxy Statement |
Corporate Governance
Environmental
We are committed to limiting our impact on the environment. We are developing processes to track our energy consumption levels to thoughtfully map a plan to reduce overall power consumption and increase the use of sustainable power. We look for ways in which we can reduce our overall carbon footprint through efficiency.
Some current initiatives include:
Social
We understand that operating a media business is a form of public trust, and that we must be responsible and accountable stewards. Every day, our more than 5,500 journalists are out in their local communities, reporting on stories that matter to our viewers. They seek the truth and strive to act independently, transparently, and free from bias.
Journalistic Integrity
We pride ourselves in producing local and national news content that is fact-based and unbiased, and meets the highest standards of journalistic integrity. We strive to be a reliable source for news and information. Balance, fairness and accuracy are fundamental to our news coverage. Our journalism principles are: accuracy and truth, fairness and impartiality, independence, transparency, minimize harm, respect the law and follow Nexstar policy.
We have been awarded for our journalistic integrity, both locally and nationally. Among these awards are as follows:
Local Awards:
National Recognition:
Nexstar Media Group, Inc. | 34 | 2023 Proxy Statement |
Corporate Governance
Consumer Privacy
We respect our audience and customers by utilizing industry best practices in these areas.to protect consumer privacy and personally identifiable information. We are focused on the safety and security of our customer and consumer data. We do not sell first party data that we collect to third parties. With respect to our linear operations, we believe there is minimal consumer risk as broadcast television advertising is non-targeted. With respect to our digital operations, we provide our consumers and advertising clients with transparency and control over their data by providing them with a privacy policy with specific detail on how we collect, share and use customer data.
Community Involvement
We embrace the communities in which we operate and pride ourselves on our community engagement which runs long and deep.
engagement. Every station is tasked with serving its local community through service on non-profit boards, sponsorship of community organizations, promotion of giving and in many other ways.
On a companywide basis, we engage in a variety of community initiatives each year, including:
In 2016, Nexstar implemented itsFounder’s Day of Caring: Nexstar’s Founder’s Day of Caring which occurs each year on the date of the company’s founding, where station staffin June. Staff members at our TV stations receive paid time offtime-off for volunteer work in their communities. The choice of which organizations to support areis made at the local level and covercovers a wide range of organizations. (For past Founder’s Day partners, please see https://www.nexstar.tv/foundersday/). In 2019, our Founder’s Day initiatives provided over 14,800 hours ofcharities and social service in one day to the company’s communities.
Established in 1958, the Nexstar Charitable Foundation awards approximately $350,000 in grants each year to charitable and non-profit organizations serving the communities in which we operate. Information on specific grants can be found here – https://www.nexstar.tv/our-foundation/.
Our stations partner with the Red Cross to solicit donations to assist victims affected by natural disasters in the communities we serve. In 2020, Nexstar’s television stations raised more than $50,000 for the Red Cross to help individuals impacted by hurricanes, tornadoes, and wildfires. Donations can be made via Nexstar’s Red Cross website: https://www.redcross.org/donate/cm/nexstar-pub.html/.
Now moving into its third year, “Remarkable Women” celebrates local women who inspire, lead, and pave the way for other women to succeed. Based on nominations from the public with universally selected criteria, each of Nexstar’s 116 markets selected four local women for consideration. The pool of entries was then narrowed to one finalist per market. The winner, Fonda Bryant, from Charlotte, North Carolina, was announced during an hour-long special program aired nationally on NewsNation and in each of Nexstar’s markets (watch video https://www.youtube.com/watch?app=desktop&v=N5hb3fs299o). Ms. Bryant, who has been very active in the fight against suicide prevention, asked that her $5,000 charitable contribution from Nexstar be divided between three organizations, including Wellness Action Recovery, The National Alliance on Mental Illness, and the American Foundation for Suicide Prevention.
Feeding America: In January 2021, Nexstar announced a comprehensive multi-year partnership with Feeding America®, the nation’s largest domestic hunger relief organization. Nexstar has committedThe ongoing partnership includes a commitment to donate $2 million in television air-time and financial support to the organization overorganization.
Journalistic Integrity
In the era of “fake news,” our journalists pride themselves on providing their communities with relevant, factual and unbiased information; if our viewers have a reason to doubt our credibility, they will go elsewhere.
We maintain high journalistic standards and integrity to provide fair and accurate reporting, including an emphasis on reliable sources, accurately quoting official sources and documents, and seeking both sides of a story. In addition to our ethical principles do not changecompanywide community initiatives across our different platforms200 owned or partner stations in 116 markets, we were actively involved in over 1,675 local community outreach initiatives in 2022. We and media.
Our award-winning journalism bringsour partner stations work with local community groups to light authenticallyincrease awareness, raise money and otherwise assist local storiesgroups with their missions. Stations run promotions and air content related to these initiatives and station employees participate in related local events. Nexstar partners with a focus on issuessignificant number of community groups, including local charities, food banks, hospitals, and abuses incommunity-specific groups/events, as well as the local community. Our job is to be accurate and thorough to permit our viewers to be informed on issueschapters of importance.national organizations.
We annually produce for broadcast company-wide the following special programs Hispanic Heritage, Veterans Voices, Black History Month and Remarkable Women in support of these groups. Our stations
In 2022, we also produce numerous other Town Halls and local specials on significant local matters.
In September 2020, Nexstar launched NewsNation on WGN America, a daily 3-hour primetime news program focused on providing our viewers relevant, factual and unbiased information from around the country.
During 2020, the Company’s stations produced 117nearly 50 candidate debates for federal, state and local candidates, including 12 U.S. Senate debates, 39 U.S. House debates, 4 gubernatorial debates, 26 state legislature debates, 12 other state office debates,federal elective offices.
Nexstar Media Group, Inc. | 35 | 2023 Proxy Statement |
Corporate Governance
Diversity, Equity and 24 debates for local races and issues.
Inclusion (“DEI”)
Human Resource Management
Our guiding principle is to foster work environments that provide personal pride through job satisfaction and a balanced life.
We strive to treat our employees fairly and ethically;ethically, encouraging every individual’s contributions and personal growth. In 2019, Nexstar established a company-wide minimum wage above federal and state requirements and, in 2020, offered its commission-oriented employees salary protections during the ongoing health crisis.
We value diversity and have made a commitment to creating a diverse, innovative and creative workforce to power our stations. In 2020, Nexstar launched its Diversity & Inclusion Council with a focus on increasing gender and racial diversity at all levels of the company. As its first initiative, the Council established six new employee resource groups to bring together employees who share similar cultures, backgrounds, and/or interests, as well as employees who wish to provide support to that group. Future initiatives will focus on personal growth, establishment of accountability metrics and best practices to achieve diversity targets. The Company also offers anti-harassment, diversity and bias training beyond that required by law.
Developed by the Nexstar Diversity & Inclusion Council, the Nexstar Mentorship Program is a 12-month professional development opportunity open to all Nexstar employees with at least one year of tenure. The Company launched its pilot program in 2020 with 17 mentee participants, with the first full-year program launching on March 24, 2021. The Nexstar Mentorship Program will assist underrepresented employees in overcoming challenges in the workplace with inclusion and career development skills. Before implementing the 2020 pilot program, the Council studied the impact of various initiatives on diversity and inclusion efforts and determined that mentoring initiatives, in comparison to other programs such as mandatory diversity training, grievance systems, and employee affinity groups, have a proven record of increasing minority representation among managers in the workplace. Our Program has been designed to support Nexstar’s goals of (i) creating a more diverse mid-level and senior management team, (ii) growing the Company’s leaders of tomorrow, and (iii) motivating our employees to remain with the Company.
The Nexstar Mentorship Program pairs seasoned leaders across the company (the mentors) with less experienced employees (the mentees) to help them develop specific skill sets and knowledge to enhance the mentee’s personal and professional growth. Mentees are connected with a mentor who will offer insight and advice to help the mentee navigate the next stage of his or her career. Mentors have the satisfaction of shaping future managers, refining their own leadership skills, and expanding their network of employee connections.
The Program is administered by Nexstar’s Training & Development Team (which is a subset of the HR leadership team) and includes specific topics for each mentor/mentee pair to work through each month. Mentees are assisted in a variety of areas of professional development, including goal setting, project planning, team building, time management, and understanding failure and success. Mentors are provided with guidance on how to be an effective mentor.
Upon completion of the Nexstar Mentorship Program, each participant is given a certificate of graduation.
Weaddition, we seek to foster our employees’ well-being through our efforts to create safe work environments, open communications, company sponsored employee assistance programs, financial support to employees in times of natural disaster (e.g., hurricanes and tornados), and encouragement to participate in health initiatives.
Nexstar employees experienced no lay-offs, furloughs, or pay-cuts during Examples of our actions include the 2020 COVID-19 pandemic.
Consumer Privacy
We respect our audience and customers by utilizing industry best practices to protect consumer privacy and personally identifiable information.
We restrict all first party collected data from the sale to third parties.
InEstablished a company-wide minimum wage above federal and state requirements in 2019 and periodically reviews its minimum wage with increases occurring in 2021 and 2022.
The company’s digital operations are focused on the safety and securityWe seek to hire a diverse workforce that is representative of the customercommunities we serve.
Environmental Improvements
Although Nexstar does not have a large carbon footprint,
OurCompany’s Chief Diversity Officer since May 2021 responsible for leading the Company’s efforts to reduce our energy consumption include small acts such as the installation of lighting that registers a person’s presenceexpand diversity in the roomhiring, promotion and ensuring our facilities are committed to recycling.
Larger actions have been multi-year in the making.
|
| |
Nexstar Media Group, Inc. | 36 | 2023 Proxy Statement |
Corporate Governance
|
|
Workforce Diversity and Inclusion
We strive to foster a culture of diversity and inclusion, so all of our employees feel respected, and none of themno one feels discriminated against. In 2020, we launched ourWe believe a diverse workforce fosters innovation and cultivates an environment of unique perspectives. We have established several internal committees and groups and undertaken a number of initiatives focused on furthering these objectives:
Our
Nexstar Media Group, Inc. | 37 | 2023 Proxy Statement |
Corporate Governance
Employee Diversity
The table below reflects the demographics of the most recent census of 12,27612,971 total employees, including 155204 management employees (vice presidents and above) as of September 1, 2020, reflect the following demographics. We also have included theDecember 31, 2022, in comparison to national averages sourced from the 2020 United States Census Bureau population dated July 1, 2019 for comparison purposes.
Safetypopulation. As of December 31, 2022, approximately 41% and COVID-19 Response
We value28% of our employees and are committed to providing a safeour management, respectively, were women; and healthy workplace. All employees are required to comply with our safety rulesapproximately 26% 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 have taken, and continue to take, robust actions to help protect the health, safety and well-being12% of our employees to supportand our suppliers and local communities, and to continue to servemanagement, respectively, were racially/ethnically diverse.
|
| Management |
| All Employees |
| National Average |
Ethnicity: |
|
|
|
|
|
|
White or Caucasian |
| 81.9% |
| 68.3% |
| 60.1% |
|
|
|
|
|
|
|
African American |
| 2.4% |
| 10.8% |
| 12.2% |
Hispanic |
| 5.9% |
| 9.1% |
| 18.2% |
Asian |
| 1.0% |
| 2.7% |
| 5.6% |
American Indian |
| 1.4% |
| 0.5% |
| 0.6% |
Pacific Islander |
| 1.0% |
| 0.5% |
| 0.2% |
Two or More |
| — |
| 2.0% |
| 2.8% |
Racially/Ethnically Diverse |
| 11.7% |
| 25.6% |
| 39.6% |
|
|
|
|
|
|
|
Undisclosed/Unknown |
| 6.4% |
| 6.1% |
| 0.3% |
|
| 100.0% |
| 100.0% |
| 100.0% |
Gender: |
|
|
|
|
|
|
Male |
| 72.1% |
| 58.4% |
| 49.2% |
Female |
| 27.9% |
| 41.3% |
| 50.8% |
Wish to decline |
| — |
| 0.3% |
| — |
|
| 100.0% |
| 100.0% |
| 100.0% |
To supplement this filing, our customers.EEO-1 data is available on our website.
Nexstar Media Group, Inc. | 38 | 2023 Proxy Statement |
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 andby its officers and directors. The Code of Ethics was filed as an exhibit to Nexstar’s Annual Report for the year ended December 31, 2003, on Form 10-K filed with the SEC on March 31, 2004, which is incorporated by reference into Nexstar’s Annual Report for the year ended December 31, 20202022 on Form 10-K filed with the SEC on March 1, 2021.February 28, 2023. 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 and Jay M. Grossman andserved on the Compensation Committee during 2022. Dennis A. Miller served on the Compensation Committee during 2020. On January 27, 2021, we announced the appointment of Bernadette S. Aulestia as a member of the Board and Compensation Committee; Mr. Armstrong resigned from the Committeeuntil his resignation on that date.September 30, 2022. 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. On October 21, 2020, Dennis A. Miller was appointed as Chairperson of the Compensation Committee succeeding Geoff Armstrong. Jay M. Grossman, who is currently a member of our Compensation Committee, was formerly our Vice President and Assistant Secretary from 1997 until March 2002.
In October 2017, our Board of Directors adopted an updated insider trading policy.
Our insider trading policy, among other things, prohibits directors, officers and employees from trading or causing trading in the Company’s securities while in possession of material non-public information, subject to certainlimited exceptions.
The insider trading policy prohibits directors, executive officers, employees in the accounting/accounting and finance departmentdepartments with a title of at least vice president, employees in the investor relations department that assist with the preparation of earnings releases, and members of the Disclosure Committee (collectively, “Covered Persons”) and their spouse and minor children, other persons living in their household and entities over which they exercisesexercise control from engaging in the following transactions: (i) the sale of any Company securities of the same class for at least six months after the purchase of such securities, (ii) short selling the Company’s securities, (iii) buying or selling puts or calls or other derivative securities on the Company’s securities, (iv) holding Company securities in margin accounts or pledging Company securities as collateral for a loan and (v) hedging or monetization transactions or similar arrangements with respect to Company securities, in each case, without prior consent of the Company’s General Counsel or Chief Financial Officer. There are no hedging transactions that are specifically permitted.
Nexstar Media Group, Inc. | 39 | 2023 Proxy Statement |
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 thisThe stock ownership guidelines were established to promote a long-term perspective in managing the Company, and to help align the interests of our stockholders, executives and directors.
The policy (i) requires:
Because share prices fluctuate over time, the covered person’s salary or retainer will be divided by the highest share price over the prior 24-month period. Performance-based and time-based restricted stock units (whether vested or unvested) are counted for purposes of meeting the ownership guidelines. Stock options (whether vested or not) are not counted in the ownership calculation. The initial evaluation of compliance will bewas/is 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. In January 2023, we conducted the initial evaluation of shares owned as of December 31, 2022 by officers and directors who served more than five (5) years. All applicable directors and officers were in compliance with the stock ownership guidelines. 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.
Nexstar Media Group, Inc. | 40 | 2023 Proxy Statement |
Compensation of 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 2020,January 2022, the Board of Directors adopted an increase in non-employee director’s annual compensation of $10,000 to provide market-competitive compensation levels. As such, each non-employee director received compensation of $80,000$90,000 for their services as a director. Each non-employee director also received compensation of $15,000, $10,000 andor $10,000 for service in the Audit, Compensation or Nominating and Corporate Governance Committee, respectively. The Audit, Compensation and Nominating and Corporate Governance Committee respectively. The chairs of each of Audit, Compensation and Nominating and Corporate Governance Committee ChairmanChairpersons received additional compensation of $12,500, $10,000 and $7,500, respectively. In 2022, our non-employee directors also received a retainer in the form of restricted stock units as shown in the table below. 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.
20202022 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, 2020:2022:
|
| Fees Earned or |
| Stock Awards(1) |
| Total |
Geoff Armstrong |
| $117,500 |
| $129,183 |
| $246,683 |
Bernadette S. Aulestia |
| 100,000 |
| 129,183 |
| 229,183 |
Dennis J. FitzSimons |
| 105,000 |
| 129,183 |
| 234,183 |
Jay M. Grossman |
| 100,000 |
| 129,183 |
| 229,183 |
C. Thomas McMillen |
| 100,000 |
| 129,183 |
| 229,183 |
Lisbeth McNabb |
| 105,000 |
| 129,183 |
| 234,183 |
John R. Muse |
| 100,000 |
| 129,183 |
| 229,183 |
I. Martin Pompadur |
| 107,500 |
| 129,183 |
| 236,683 |
|
| Fees Earned or Paid in Cash ($) |
|
| Option Awards ($) |
|
| Stock Awards(1) ($) |
|
| Total ($) |
| ||||
Geoff Armstrong |
| $ | 115,000 |
|
| $ | — |
|
| $ | 132,497 |
|
| $ | 247,497 |
|
Dennis J. FitzSimons |
|
| 95,000 |
|
|
| — |
|
| $ | 132,497 |
|
|
| 227,497 |
|
Jay M. Grossman |
|
| 90,000 |
|
|
| — |
|
| $ | 132,497 |
|
|
| 222,497 |
|
C. Thomas McMillen |
|
| 90,000 |
|
|
| — |
|
| $ | 132,497 |
|
|
| 222,497 |
|
Lisbeth McNabb |
|
| 107,500 |
|
|
| — |
|
| $ | 132,497 |
|
|
| 239,997 |
|
Dennis A. Miller |
|
| 90,000 |
|
|
| — |
|
| $ | 132,497 |
|
|
| 222,497 |
|
John R. Muse |
|
| 90,000 |
|
|
| — |
|
| $ | 132,497 |
|
|
| 222,497 |
|
I. Martin Pompadur |
|
| 97,500 |
|
|
| — |
|
| $ | 132,497 |
|
|
| 229,997 |
|
|
|
The aggregate option awards outstanding and unvested stock awards for each director as of December 31, 20202022 were as follows (in shares):
|
| Option Awards Outstanding |
|
| Unvested |
|
| Option Awards Outstanding |
| Unvested | ||||||||
|
| Vested |
|
| Unvested |
|
| Stock Awards |
|
| Vested |
| Unvested |
| Stock Awards | |||
Geoff Armstrong |
|
| — |
|
|
| — |
|
|
| 5,500 |
|
| — |
| — |
| 2,375 |
Bernadette S. Aulestia |
| — |
| — |
| 750 | ||||||||||||
Dennis J. FitzSimons |
|
| — |
|
|
| — |
|
|
| 5,500 |
|
| — |
| — |
| 2,375 |
Jay M. Grossman |
|
| 20,000 |
|
|
| — |
|
|
| 5,500 |
|
| 20,000 |
| — |
| 2,375 |
C. Thomas McMillen |
|
| 10,000 |
|
|
| — |
|
|
| 5,500 |
|
| 10,000 |
| — |
| 2,375 |
Lisbeth McNabb |
|
| 15,000 |
|
|
| — |
|
|
| 5,500 |
|
| 13,500 |
| — |
| 2,375 |
Dennis A. Miller |
|
| 10,000 |
|
|
| — |
|
|
| 5,500 |
| ||||||
John R. Muse |
|
| 21,578 |
|
|
| — |
|
|
| 5,500 |
|
| — |
| — |
| 2,375 |
I. Martin Pompadur |
|
| 20,000 |
|
|
| — |
|
|
| 5,500 |
|
| — |
| — |
| 2,375 |
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 one and four years.
Nexstar Media Group, Inc. | 41 | 2023 Proxy Statement |
Executive Officers
EXECUTIVE OFFICERS
The current executive officers of the Company are:
Name | Age | Nexstar Position | ||
Perry A. Sook |
| Chairman and Chief Executive Officer | ||
Thomas E. Carter |
| President and Chief Operating Officer | ||
|
|
| ||
|
|
| ||
|
| Executive Vice President and Chief | ||
|
| President, | ||
Sean Compton |
| President, Networks | ||
|
| President, Distribution | ||
Brett Jenkins | 52 | Executive Vice President and Chief Technology Officer | ||
|
| Executive Vice President and General Counsel | ||
Blake Russell | 52 | Executive Vice President, Station Operations | ||
|
| Executive Vice President | ||
Gary Weitman |
| Executive Vice President and Chief Communications Officer |
___________________________
|
|
|
|
Perry A. Sook– biographical information forhas served as the Chairman and Chief Executive Officer of Nexstar since its inception in 1996. Mr. Sook can be foundfounded Nexstar with one local television station in Scranton, PA and led its growth into the leading diversified media company and the largest local broadcaster in the United States it is today. Mr. Sook has over 43 years of professional experience in broadcasting covering all facets of the business, including ownership and M&A, management, sales, on-air talent and news. Mr. Sook serves as Chairman of The Ohio University Foundation Board of Trustees (non-profit), on the Board of Directors of Broadcast Music, Inc. (private), the Broadcasters Foundation of America (non-profit) and as Chairman of the Television Board for the National Association of Broadcasters (non-profit). Mr. Sook’s qualifications to serve on Nexstar’s Board of Directors include his demonstrated leadership skills and extensive operating executive experience in building Nexstar from its founding to $5.2BN of net revenue in 2022. He is highly experienced in driving operational excellence, innovating new strategies, and attaining financial objectives under “Directors.”a variety of economic and competitive conditions.
Thomas E. Carterwas appointed as Nexstar’s President and Chief Operating Officer in September 2020. He joined Nexstar in the role of Executive Vice President and Chief Financial Officer in October 2020. Prior to that,August of 2009. Mr. Carter has served as Nexstar’s Chief Financial Officer from August 2009 to September 2020.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. Busch has served as President, Nexstar Broadcasting, Inc. from January 2017 until his retirement on June 1, 2021. Prior to that, Mr. Busch served as Nexstar’s
Lee Ann Glihawas appointed Executive Vice President and Co-Chief OperatingChief Financial Officer in 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.
Nexstar Media Group, Inc. | 42 | 2023 Proxy Statement |
Executive Officers
Andrew Alford was appointed President, Broadcasting in June 2021. He is responsible for the Company’s local television and digital operations including content and sales. 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.
Sean Compton was appointed President, Networks in November 2020. He joined Nexstar Media Group, Inc. as the Executive Vice President of WGN America (now known as NewsNation), WGN Radio and Director of Content Acquisition in connection with the Company’s acquisition of Tribune Media Company in September 2019. He is responsible for the long-term strategy and day-to-day operations of The CW Network, NewsNation, Antenna TV, Rewind TV, Nexstar programming acquisitions, The Hill and WGN Radio. 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 Manager and held various other sales management positions at WGRZ (NBC) in Buffalo, New York from 1993 to 2000. Prior to that, Mr. Busch held various sales and management positions at WGR-AM and FM radio with Taft Broadcasting. Mr. Busch has 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.
Gregory R. Raifman has served asVice President of Nexstar Digital LLC from April 2017 until March 2021. Mr. Raifman was responsibleprogramming for managing the day to day operations of Nexstar Digital LLC., including the development and implementation of the Company’s digital business strategy, leading the integration of existing and recently acquired digital products under the Nexstar Digital brand, and alignment of complementary technologies and capabilities to maximize performance and accelerate revenue and earnings growth. Prior to assuming his role at Nexstar, Mr. Raifman served as President for The Rubicon Project, Inc. (NYSE: RUBI) from January 2013 until March 2017. Mr. Raifman also served as a director of The Rubicon Project from April 2013 until May 2017. Since November 2003, Mr. Raifman has served as the managing member of Momentum Sports Group, LLC, which owns and operates the UnitedHealthcare Pro Cycling Team. From February 2010 to October 2010, Mr. Raifman served as the Executive Chairman of LiveRail, Inc., a video ad exchange and real time bidding company. Mr. Raifman co-founded Mediaplex, Inc., a marketing technology solution company, in 1998, and from 1998 to 2001 Mr. Raifman served as the Chairman, Chief Executive Officer and President of Mediaplex, Inc. Mr. Raifman began his career as an attorney, specializing in M&A and corporate financings.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 Strategy Officer at Nexstar in September 2019.connection with the Company’s acquisition of Tribune Media Company. She oversees all distribution for the Company’s broadcast and television content portfolio to the cable, satellite, telco and digital media industries and network content deals with third-party partners, including CBS, Fox, NBC and ABC. Prior to joining Nexstar, Ms. Zimmer was President of Distribution and Marketing for Tribune Media Company from 2013 to 2019 where she served a similar role of overseeing revenue for the multiplatform broadcast and cable powerhouse consisting of 42 broadcast stations and WGN America.role. She was a former Executive Vice President of TV Networks Distribution for NBCUniversal from 2011 to 2013. Ms. Zimmer also served as Executive Vice President, Affiliate Sales and Marketing for Comcast Networks from 2005 through January 2011. Prior to joining Comcast, Ms. Zimmer played an integral role on the launch teams that spearheaded successful distribution efforts of YES Network and SportsNet New York – the very first team-owned Regional Sports Networks lead by the Yankees and Mets, respectively, in the biggest sports market in the nation. Finally,York. Ms. Zimmer also worked in affiliate sales for Fox Cable Networks and Discovery Communications.
Karen Brophy
Brett Jenkins was appointed as our President, Digital in November 2020 with responsibility for Nexstar’s 121 local websites, programmatic, data science, social media, group sales and partnerships as well as the ongoing streamlining of the Company’s ad tech stack to better align Nexstar with today’s digital environment. Prior to that, she served as Senior Vice President of Nexstar Digital, LLC from February 2018 to October 2020. Before joining Nexstar in 2018, Ms. Brophy served as Senior Vice President of Strategy and Operations at Hearst Newspapers from June 2016 to December 2017 where she led key initiatives in video, audience development and business operations. Prior to that, Ms. Brophy was Vice President of Digital Product at Hearst where she led consumer product, engineering, content strategy and revenue partnerships from July 2010 to June 2016.
Sean Compton was appointed as Executive Vice President of WGN America, WGN Radio and Director of Content Acquisition at Nexstar in September 2019. Prior to that, Mr. Compton was President of Strategic Programming and Acquisitions for Tribune Media Company from 2008 to 2019 where he oversaw programming for 42 Tribune television stations and nationally distributed digital network Antenna TV. He also spent 18 years in radio as VP of programming for Clear Channel Radio & Premiere Radio Networks before joining Tribune.
Brett Jenkins was appointed as our Executive Vice President and Chief Technology Officer in February 2018. Mr. Jenkins is responsible for the Company’s technology, data and digital operations as well as the development and deployment of ATSC 3.0. Prior to that, he served as ourNexstar’s Senior Vice President and Chief Technology Officer from January 2017 to January 2018. From December 2014 to January 2017, Mr. Jenkins served as Vice President and Chief Technology Officer at Media General, overseeing the company’s IT and engineering functions for both broadcast and digital businesses. Prior to Media General, he was Vice President Chief Technology Officer of LIN Media from 2011 to 2014. He also held technology positions at ION Media Networks and executive positions for Thales Broadcast & Multimedia and Thomson. Mr. Jenkins currently serves on the Board of the Advanced Television Systems Committee (ATSC), an international, non-profit organization that develops standards for digital television.
Blake Russell was appointed
Rachel Morgan joined Nexstar as our Executive Vice President Stationand General Counsel in June 2022. Ms. Morgan is responsible for the management of Nexstar’s legal affairs including overseeing the Company’s business transactions, regulatory filings, privacy and data security-related legal concerns, labor and employment issues, as well as intellectual property, real estate, and litigation matters. She also serves on the Nexstar Media Charitable Foundation Board. Prior to joining Nexstar, Ms. Morgan served as Vice President and Associate General Counsel for AT&T Services, Inc. Between 2012 and 2022, Ms. Morgan served in a variety of roles of increasing responsibility in the corporate legal department of AT&T. Before joining AT&T, Ms. Morgan spent almost fifteen years in private practice at two international law firms. Ms. Morgan is a member of The Dallas Bar Association’s Community Service Fund Board of Directors.
Nexstar Media Group, Inc. | 43 | 2023 Proxy Statement |
Executive Officers
Blake Russell was appointed Executive Vice President, Operations and Content Development in February 2018. Mr. Russell is responsible for the Company’s technical and physical operations, including capital deployment. Prior to that, he served as Nexstar’s Senior Vice President, Station Operations and Content Development from November 2008 to January 2018 and has served as Nexstar’s Vice President Marketing and Operations from October 2007 to October 2008. Before that, Mr. Russell served as Vice President and General Manager at KNWA (NBC) and KFTA (FOX) stations in Ft. Smith/Fayetteville, Arkansas from January 2004 to September 2007 and as Nexstar’s Director of Marketing/Operations at KTAL (NBC) station in Shreveport, Louisiana from 2000 to 2003.
Elizabeth Ryder was appointed as our Executive Vice President and General Counsel in January 2017.Prior to that, Ms. Ryder served as Nexstar’s Senior Vice President and General Counsel from November 2013 to January 2017 and served as Secretary since January 2013 and Vice President and General Counsel from May 2009 to November 2013. Prior to joiningMichael Stroberjoined Nexstar Ms. Ryder served as Vice President – Legal Affairs at First Broadcasting Operating, Inc. Prior to that, Ms. Ryder served as Counsel at the law firm of Drinker Biddle & Reath LLP in Washington, D.C.
Gary Weitman has more than 20 years of experience in the field of strategic communication and public relations. He joined as Executive Vice President and Chief CommunicationRevenue Officer at Nexstarin January 2023. Mr. Strober is responsible for leading Nexstar’s national advertising sales organization across its linear and digital platforms. From 2019 until 2023, he served as founder and president of Topwater Advisory Group (private), a strategic consultancy focused on digital transformation for several of the industry’s top media and advertising technology companies. From 2016 to 2019, Mr. Strober served as Executive Vice President, Client Strategy & Ad Innovation for Turner and was co-head of Turner Ignite, the company’s portfolio solutions division.
Gary Weitman was appointed Executive Vice President and Chief Communications Officer in September 2019.2019 in connection with the Company’s acquisition of Tribune Media Company. Mr. Weitman is responsible for all of the Company’s internal and external communications. He also serves as the Chief Operating Officer for the Nexstar Media Charitable Foundation. Prior to this, Mr. Weitman was a Senior Vice President/President, Corporate Relations inat Tribune Media Company from 2008 to 2019 and was vice president/corporate communicationsVice President, Corporate Communications from 2000 to 2008. Prior to his work with Tribune, Mr. Weitman was Executive Director/Director, Corporate Communications at Allied Riser Communications Corp. From 1997 through 1999, he served as senior vice president/media relations, Senior Vice President, Media Relations at Hill and Knowlton, Inc., and earlier in Chicago.his career, Mr. Weitman also spent 15 years in broadcast journalism, holding positions of increasing responsibility at the CBS- and FOX-owned television stations in Chicago, IL from 1982 to 1997. He left journalism in 1997, following three years as Managing Editor at WBBM-TV, where he was responsible for the TV station’s editorial coverage and allIL.
Nexstar Media Group, Inc. | 44 | 2023 Proxy Statement |
Beneficial Ownership of its news broadcasts.Nexstar Common Stock
BENEFICIAL OWNERSHIP OF NEXSTAR COMMON STOCK
The following table sets forth certain information regarding the beneficial ownership of Nexstar’s Common Stock as of March 31, 20212023 (or otherwise denoted in footnote below) by (i) those persons known to Nexstar to be the beneficial owners of more than five percent of the outstanding shares of Common Stock of Nexstar, (ii) each Director of Nexstar, (iii) our Named Executive Officers listed in the Summary Compensation Table and (iv) all Directors and executive officers of Nexstar as a group. Under such rules, beneficial ownership includes any shares as to which the entity or individual has sole or shared voting power or investment power and also any shares that the entity or individual had the right to acquire as of May 30, 20212023 (60 days after March 31, 2021)2023) through the exercise of any stock option or other right. This information has been furnished by the persons named in the table below or in filings made with the SEC. Where the number of shares set forth below includes shares beneficially owned by spouses and minor children, the named persons disclaim any beneficial interest in the shares so included. As of March 31, 2021,2023, there were no shares issued and outstanding of Nexstar’s Class B Common Stock, Class C Common Stock or Preferred Stock. Unless otherwise indicated, a person’s address is c/o Nexstar Media Group, Inc., 545 E. John Carpenter Freeway, Suite 700, Irving, Texas 75062. Beneficial ownership representing less than 1% is denoted with an asterisk (*).
|
| Common Stock | ||
Name of Beneficial Owner |
| Number of Shares |
| Percentage |
Beneficial Owners of More Than 5%: |
|
|
|
|
Vanguard Group, Inc.(1) |
| 3,459,083 |
| 9.4% |
BlackRock, Inc.(2) |
| 3,369,622 |
| 9.2% |
FMR LLC(3) |
| 1,871,205 |
| 5.1% |
Current Directors: |
|
|
|
|
Perry A. Sook(4) |
| 1,726,046 |
| 4.7% |
Geoff Armstrong(5) |
| 13,375 |
| * |
Bernadette S. Aulestia(6) |
| 1,000 |
| * |
Jay M. Grossman(7) |
| 61,500 |
| * |
John R. Muse(8) |
| 25,603 |
| * |
I. Martin Pompadur(9) |
| 14,375 |
| * |
Dennis J. FitzSimons(10) |
| 14,277 |
| * |
C. Thomas McMillen(11) |
| 14,500 |
| * |
Lisbeth McNabb(12) |
| 17,175 |
| * |
Current Named Executive Officers: |
|
|
|
|
Thomas E. Carter(13) |
| 130,052 |
| * |
Lee Ann Gliha(14) |
| 1,891 |
| * |
Andrew Alford(15) |
| 3,519 |
| * |
Sean Compton(16) |
| 9,430 |
| * |
Dana Zimmer(17) |
| 1,792 |
| * |
All current directors and executive |
| 2,089,881 |
| 5.7% |
|
| Class A Common Stock |
| |||||||||||||
Name of Beneficial Owner |
| Direct Ownership |
|
| Vested Options |
|
| Total |
|
| % |
| ||||
Beneficial Owners of More Than 5%: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vanguard Group, Inc.(1) |
|
| 3,751,392 |
|
|
| — |
|
|
| 3,751,392 |
|
|
| 8.7 | % |
FMR LLC(2) |
|
| 3,042,202 |
|
|
| — |
|
|
| 3,042,202 |
|
|
| 7.1 | % |
Neuberger Berman Group, LLC(3) |
|
| 2,200,583 |
|
|
| — |
|
|
| 2,200,583 |
|
|
| 5.1 | % |
Current Directors: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Perry A. Sook(4) |
|
| 1,304,132 |
|
|
| 1,200,000 |
|
|
| 2,504,132 |
|
|
| 5.7 | % |
Geoff Armstrong |
|
| 10,125 |
|
|
| — |
|
|
| 10,125 |
|
|
| 0.0 | % |
Bernadette S. Aulestia |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 0.0 | % |
Jay M. Grossman |
|
| 38,250 |
|
|
| 20,000 |
|
|
| 58,250 |
|
|
| 0.1 | % |
Dennis A. Miller |
|
| 1,000 |
|
|
| 10,000 |
|
|
| 11,000 |
|
|
| 0.0 | % |
John R. Muse |
|
| 11,550 |
|
|
| 21,578 |
|
|
| 33,128 |
|
|
| 0.1 | % |
I. Martin Pompadur |
|
| 11,125 |
|
|
| — |
|
|
| 11,125 |
|
|
| 0.0 | % |
Dennis J. FitzSimons |
|
| 14,027 |
|
|
| — |
|
|
| 14,027 |
|
|
| 0.0 | % |
C. Thomas McMillen |
|
| 3,250 |
|
|
| 10,000 |
|
|
| 13,250 |
|
|
| 0.0 | % |
Lisbeth McNabb |
|
| 3,225 |
|
|
| 15,000 |
|
|
| 18,225 |
|
|
| 0.0 | % |
Current Named Executive Officers: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas E. Carter |
|
| 100,284 |
|
|
| 75,000 |
|
|
| 175,284 |
|
|
| 0.4 | % |
Timothy C. Busch(5) |
|
| 90,909 |
|
|
| — |
|
|
| 90,909 |
|
|
| 0.2 | % |
Gregory R. Raifman(6) |
|
| 46,691 |
|
|
| — |
|
|
| 46,691 |
|
|
| 0.1 | % |
Dana Zimmer(7) |
|
| 1,792 |
|
|
| — |
|
|
| 1,792 |
|
|
| 0.0 | % |
All current directors and executive officers as a group (20 persons) |
|
| 1,699,724 |
|
|
| 1,351,578 |
|
|
| 3,051,302 |
|
|
| 6.9 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act of 1934 requires our Directors, executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reportsby Vanguard Group, Inc. on February 9, 2023 (reporting beneficial ownership as of ownershipDecember 30, 2022), (a) Vanguard Group, Inc. has the shared voting power with respect to 19,156 shares, the sole dispositive power with respect to 3,402,325 shares and reportsthe shared dispositive power with respect to 56,758 shares and (b) the address of changes in ownership of such equity securities of Nexstar. Executive officers, Directors and greater than ten percent beneficial owners are required to furnish NexstarVanguard Group, Inc. is 100 Vanguard Blvd. Malvern, PA 19355.
During 2020, one Form 4 for each director (except Perry A. Sook and Bernadette S. Aulestia) and Brett Jenkins was filedthe SEC by BlackRock, Inc. on February 3, 20202023 (reporting beneficial ownership as of December 31, 2022), (a) BlackRock, Inc. has the sole voting power with respect to report3,174,203 shares and sole dispositive power with respect to 3,369,622 shares and (b) the address of BlackRock, Inc. is 33 East 52nd Street, New York, NY 10055.
Nexstar Media Group, Inc. | 45 | 2023 Proxy Statement |
Beneficial Ownership of Nexstar Common Stock
Nexstar Media Group, Inc. | 46 | 2023 Proxy Statement |
COMPENSATION COMMITTEECOMMITTEE REPORT
The Compensation Committee of the Board of Directors establishes compensation policies for the Directors and executive officers of Nexstar Media Group, Inc. (the “Company”), approves employment agreements with executive officers of the Company, administers the Company’s equity incentive plans and approves grants under such equity incentive plans and makes recommendations regarding any other incentive compensation.
In performing its oversight responsibilities of the design and functioning of the Company’s executive and director compensation program, the Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis for the year ended December 31, 20202022 with the management of the Company. Based on this review and discussion, the Compensation Committee has recommended to the Company’s Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement for the Annual Meeting of Stockholders.
Respectfully submitted, |
|
Bernadette S. Aulestia |
| 47 | 2023 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS
20202022 COMPENSATION EXECUTIVE OVERVIEW
This Compensation Discussion and Analysis describes the material elements of our executive compensation program for our principal executive officer, principal financial officer, and three other most highly compensated executive officers during 20202022, and our President and Chief Operating Officer (collectively, our “Named Executed Officers” or “NEOs”). This section also describes the objectives, principles and policies underlying our executive compensation program for our Named Executive Officers, the compensation decisions we have made under that program, and the factors considered in making those decisions. Our Named Executive Officers for 20202022 are:
Name | Title | |
Perry A. Sook | Chairman and Chief Executive Officer | |
Thomas | President and Chief Operating Officer | |
|
| |
|
| |
| Executive Vice President and Chief Financial Officer | |
Andrew Alford | President, Broadcasting | |
Sean Compton | President, Networks | |
Dana Zimmer | President, Distribution |
|
|
|
|
20202022 and Long-Term Performance
Despite
Fiscal 2022 was a record for Nexstar. Our portfolio of local and national media assets provides nationwide reach on par with other broadcast networks and local activation at a greater scale than any other broadcast network owner, creating a differentiated and attractive value proposition for advertisers, brands and content owners in an increasingly fragmented marketplace. We are focused on the challenging business environmentcontinued expansion of our capabilities and leveraging our linear, digital, mobile and streaming assets in new ways to deliver new levels of monetization, growth and stockholder returns. We anticipate that resulted2023 revenues will benefit from the COVID-19 pandemic, we adapted2022 renegotiation of our distribution contracts representing more than half of our subscribers, and continuedthat 2024 revenues will benefit from presidential election year political advertising and additional distribution contract renewals. We continue to adapt and focus on pursuing and achieving our operational objectives and building long-term value for our stockholders while also keeping our employees and operations safe with strong protocols.
During 2020,2022, we delivered solid results across key financial performance metrics, including:as follows:
NetMarked new financial milestones, delivering full year revenue in excess of $5.0 billion for the first time, as well as full year adjusted EBITDA and attributable free cash flow in excess of $2.2 billion and $1.5 billion, respectively.
Income from operations and net income in 2020 were $1.3752022 of $1.312 billion and $808.1$943.5 million, respectively, were record non-election year performance. Fiscal 2022 net income also exceeded our 2021 net income of $830.4 million.
Adjusted EBITDA before one-time transaction expenses in 2020 was $1.996 billion,record full year attributable free cash flow, which increased 105.3% comparedby 20.0% to 2019 results. In 2020, Adjusted$1.502 billion. Excluding The CW, record full year adjusted EBITDA, was $1.951 billion.
Free Cash Flow before one-time transaction expenses in 2020 was $1.305 billion, which increased 150.5% comparedby 20.0% to 2019 results. In 2020, Free Cash Flow was $1.280 billion.
Income from operations, net income, Adjusted EBITDA$2.286 billion, representing a 44.4% margin, and Free Cash Flow in 2020 increased compared to priorrecord full year due to our accretive acquisition and a record $456.0 million year-over-year increase in political advertising revenue from the recently concluded federal election year. In 2020, our political advertising revenuefree cash flow, which increased by 102.0% compared22.9% to $1.538 billion, representing 67.3% of Adjusted EBITDA.
Extended our network affiliation agreements with ABC.
Nexstar Media Group, Inc. | 48 | 2023 Proxy Statement |
Compensation Discussion and 2018 Analysis
Stockholder Say on Pay Vote
At our Annual Meetingannual meeting of stockholders in June 2020,2022, our stockholders were asked to cast a non-binding advisory vote to approve our Named Executive Officers’ compensation for the year 20192021 (“say-on-pay”). Approximately 81%75% of the votes cast by our stockholders were in support of the compensation of our Named Executive Officers. At our annual meeting of stockholders in June 2019,2021, our stockholders were asked to cast a non-binding advisory vote to approve our Named Executive Officers’ compensation for the year 20182020 (“say-on-pay”). Approximately 46%77% of the votes cast by our stockholders were in support of the compensation of our Named Executive Officers. At our annual meeting ofCertain stockholders in June 2018, our stockholdershave provided feedback to us that the reason they were asked to cast a non-binding advisory vote to approve our Named Executive Officers’ compensation for the year 2017 (“say-on-pay”). Approximately 36% of the votes cast by our stockholders were in supportnot supportive of the compensation of our Named Executive Officers.Officers was due to concerns around the structure of our Chief Executive Officer’s contract.
The increasedcontinued support by our stockholders with respect to compensation of our Named Executive Officers in 2020 is2022 and 2021 was due to the stockholder outreach conducted by senior management in the first quarter of 2019each year and actions taken by our senior management and the Compensation Committee (as discussed in more detail below). To further increase our stockholder approval percentage at the 2021 virtual Annual Meeting, ourOur Board of Directors and senior management carefully considered the results of the 20202022 and the 2019prior years’ say-on-pay votes as well as the shareholdervotes. Our stockholder outreach in 2021 (discussed2023 resulted in more detail inno additional stockholder concerns on executive compensation (see section “2021“2023 Stockholder Outreach” above).
Pursuant to the “Say-on-Frequency Proposal” included in this Proxy Statement, our stockholders will be voting on the frequency of advisory stockholder votes to approve the compensation of our Named Executive Officers, and the Board of Directors is recommending a frequency of once every two years.
Actions Following the 2019 and 2018Past Stockholder Votes on Named Executive Officer Compensation and Past Stockholder Outreach
Selected Actions:
No long-term entitlements to salary increases or specified amounts of variable compensation.In May 2020, upon further consideration of past shareholder engagement and discussion process, and the outcome of the 2019 say-on-pay vote,response to stockholder feedback, the Compensation Committee committed to no longer approve NEOprovides our Named Executive Officers employment agreements which contractually requirewith contractual entitlements to annual salary increases or specific guaranteed payments of any element of variable compensation for multiple years of a contractual period.
Increased useUse of performance-based stock awards to four of the Named Executive Officers.awards. In 20202021 and 2019, approximately 57% of the stock award to our Chief Executive officer and2022, at least 50% of the stock awards made to three other currentour Named Executive Officers are alsowere performance-based compared to 2018, where 50% of the(other than Mr. Carter, who did not receive stock awards were performance-based, and 2017 where only time-based stock was awarded.
Broad inclusionInclusion of management employees and non-employee directors in equity awards. From 2016-2020, 60%2019 to 2022, 63% of the equity awards granted were granted to non-employee directors and management employees and other non-employee directors other than our Named Executive Officers.
Beginning in fiscal year 2019, cash incentives for ourA formulaic short-term incentive program. Our Chief Executive Officer short-term cash incentives are based on a defined formula, with 75 percent75% of the incentive determined based on pre-established financial targets.
Our President, Chief Operating Officer
2022 Renewal of Employment Agreement with Chairman and Chief Financial Officer’s newExecutive Officer, Perry A. Sook:
In connection with the renewal of Mr. Sook’s employment agreement effective in October 2020, contained2022 and in response to past proxy advisor and stockholder concerns, the new compensation practices (see “Employment Agreements” in this Proxy Statement).Compensation Committee made a few changes to his agreement from prior agreements, including no future salary increases and no guaranteed long-term incentive awards.
We have expanded
For additional details about our disclosures around performance-based compensation metrics inelements, see sections “Annual Cash Bonuses,”Bonuses” and “Stock-Based Long-Term Incentive Compensation” below.
Nexstar Media Group, Inc. | 49 | 2023 Proxy Statement |
Compensation” “2020 GRANTS OF PLAN-BASED AWARDS” “2020 OUTSTANDING EQUITY AWARDS AT YEAR-END” Discussion and “2020 OPTION EXERCISES AND VESTED STOCK AWARDS” below.
Analysis
Compensation Philosophy and Objectives
The Company’s executive compensation program has been developed to incorporate a compensation philosophy consistent with the following primary objectives:
Attract and retain talented and highly qualified executives in the competitive television broadcasting industry by providing a total compensation package that includes a combination of elements which are at or above competitive opportunities;
Tie executive compensation, both annualshort and long-term elements, to the Company’s overall performance and specific attainment of long-term strategic goals;
Provide executives with long-term incentive for future performance that aligns with stockholder interests and maximizes stockholders value over the long-term; and
Set executive compensation at responsible levels to promote fairness and equity among all employees within our organization.
The following chart highlights several features of our compensation practices.
What we do: | What we | |
✓ Pay for performance and pay for sustained performance over multi-year performance periods |
| |
✓ Establish challenging performance metrics |
| |
✓ Robust stock ownership guidelines for our Chief Executive Officer, our other executives, and our non-employee directors |
| |
✓ Cap performance-based incentive payouts at a maximum percentage of |
| |
✓ Evaluate officer compensation levels against a peer group of similarly situated media and broadcasting companies |
| |
✓ Substantial percentage of pay is at-risk | ||
✓ Utilize an independent compensation consultant | ||
✓ Prohibit hedging transactions by directors, officers, other employees(2) | ✘ Guarantee increases to base salaries for | employment contracts with Named Executive |
| ✘ Provide excessive perquisites | ✘ Pay dividends on equity-based awards before vesting ✘ Provide gross-ups for severance or change of control payments ✘ Reprice stock options without stockholder approval |
Overview and Role of Compensation Committee
The Compensation Committee of the Board of Directors establishes compensation policies for the Directors and executive officers of Nexstar, including our Named Executive Officers. The Compensation Committee approves the employment agreements with the executive officers of Nexstar, administers Nexstar’s equity incentive plans, approves grants under such plans and makes recommendations regarding other incentive compensation provided to our Named Executive Officers and other executive officers.
The Compensation Committee has the authority to retain and obtain advice of advisors and consultants as necessary and evaluates their independence prior to selection or retention. The Compensation Committee also sets the compensation and oversees the work of advisors and consultants.
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Compensation Discussion and Analysis
Role of Compensation Consultant in Compensation Decisions
The Compensation Committee has retained Hay Korn Ferry as its independent consultant from January until August 2020. Beginning in August 2020, the Compensation Committee engaged Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant to provide advice to and assist the Compensation Committee in designing and administering the structure and mechanics of the Company’s executive compensation program. Meridian also offers guidance to the Compensation Committee on other matters related to officer and director compensation and corporate governance.
Meridian reports directly and exclusively to the Compensation Committee. Meridian does not make compensation-related decisions for the Compensation Committee or otherwise with respect to the Company, and, while theThe Compensation Committee generally reviews and considers information and recommendations provided by Meridian, but the Compensation Committee has the final authority to makemakes all compensation-related decisions. While Meridian generally works only with the Compensation Committee, the Compensation Committee retains the discretion to allow Meridian to work directly with management in preparing or reviewing materials for the Compensation Committee’s consideration.
During 2020,2022, after taking into consideration the factors listed in Section IM-5605-5(d)(3)(D) of the NASDAQ Regulation Manual,listing rules, the Compensation Committee concluded that neither it nor the Company has any conflicts of interest with Meridian, and that Meridian is independent from management. Other than Meridian, no other compensation consultants provided services to the Compensation Committee during 2020.2022.
Defining the Market—Benchmarking
Benchmarking review provides a foundation for ensuring that our executive compensation levels remain competitive in relation to the peer group and is generally refreshed prior to the hiring or replacement of an executive officer or when an existing officer’s employment contract is renewed or as frequently as significant changes in the peer group warrant. One of the primary objectives of the Company’s executive compensation program is to provide compensation near the median market pay level based on our benchmarking review of peer group companies, when warranted bysubject to Company results and individual contribution. We believe that suchSuch benchmarking is useful because we recognize that our compensation practices must be competitive in the media industry. By targeting Named Executive Officer compensation to the compensation practices of the Company’s peer group, the Company enhances its ability to attract and retain talented and highly qualified executives, which is fundamental to the Company’s growth and delivery of value to its stockholders. In addition, peer group information is one of the many factors we consider in assessing the reasonableness of compensation of our Named Executive Officers.
For 2020, in
In making compensation decisions for our Named Executive Officers, the “peer group” is comprised of the following companies:
AMC Networks, Inc. | iHeartMedia, Inc. | |
Clear Channel Outdoor Holdings, Inc. | The Liberty Sirius XM Group | |
|
| |
| Sinclair Broadcast Group, Inc. | |
|
| |
The E.W. Scripps Company |
| |
|
| |
|
|
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Compensation Discussion and Analysis
Compensation Risk Considerations
The Compensation Committee has reviewed our executive and non-executive compensation programs and believes that they do not encourage excessive or unnecessary risk taking. As further explained below, we believe that any risk inherent in our compensation programs is unlikely to have a material adverse effect on us. In designing and administering our award structure, we and the Compensation Committee worked closely with its independent consultantMeridian to mitigate any risks and to minimize the creation of imprudent incentives for our executives. We do not believe that our performance-based compensation encourages unnecessary risks because the executive pay mix is sufficiently diversified over several performance metrics as well as over short- and long-term compensation.
Our compensation program includes the following features to prevent and safeguard against excessive risk taking:
Payments under our short-term cash incentive program are based upon the Compensation Committee’s certification and review of a variety of performance metrics, thereby diversifying the risk associated with any single performance indicator;
Our long-termLong-term equity compensation awards have performance or vesting periods, which encourage our executives to focus on the long-term performance of the Company and its stock price;
OurA compensation mix is balanced among fixed and variable components, annual and long-term compensation, and cash and equity that reward performance in the Company’s and our executives’ long-term best interests;
Our incentiveIncentive compensation plans that cap the maximum payout and have features that discourage excessive risk-taking;
Our Compensation Committee has an appropriate level of discretionDiscretion to reduce payments under our short-term cash incentive program;
Our hedging policy contains aA general prohibition against hedging any Company securities;
We believe that our executive compensation program appropriately rewards our executive officers for sustained performance, without giving unnecessary weight to any one factor or type of compensation, and discourages excessive risk-taking. Our compensation structure is designed to encourage sustained performance over a long-term period. Based on the foregoing, the Compensation Committee has concluded that the risks arising from our compensation policies and programs are not reasonably likely to have a material adverse effect on us.effect.
The Compensation Committee reviewed compensation levels for our Named Executive Officers for 20202022 and considered various factors, including the executive’s performance, the compensation level of competitive jobs at peer companies and the financial performance of the Company. For the executive officers, other than theour Chief Executive Officer, the Compensation Committee considers the recommendations of theour Chief Executive Officer. The Compensation Committee approves (and with respect to our Chief Executive Officer, recommends to the independent members of the Board of Directors for approval), the primary components of compensation for eachthe Named Executive Officer,Officers, including any annual cash bonus and grant of stock options or restricted stock units.stock-based long-term incentive compensation.
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Compensation Discussion and Analysis
Key Metrics Used for Performance Measures
The Company utilizes net revenue(i) Net Revenue growth, Adjusted EBITDA growth and total shareholderstockholder return versus the results of the peer group, and net revenue(ii) Net Revenue and Adjusted EBITDA versus budgetbudgets approved by the Board of Directors and (iii) other similar metrics as quantitative measures to assess performance. Net revenue represents revenue recognized, net of allowances and credits, in accordance with accounting principles generally accepted in the United States. Adjusted EBITDA is defined as net income, plus interest expense (net), loss on extinguishment of debt, income tax expense (benefit), depreciation, amortization of intangible assets and broadcast rights (except with respect to The CW Network), transaction and other one-time expenses, (gain) loss on asset disposal, impairment charges, (income) loss onfrom equity method investments (net), distributions from equity method investments goodwill and intangible assets impairment and other expense (income), minus, reimbursement from the FCC related to station repack and broadcast rights payments. Both measurespayments (except with respect to The CW Network). A reconciliation of Adjusted EBITDA to Net Income for the year ended December 31, 2022 can be found on Company’s Q4 2022 earnings release filed with the SEC on February 28, 2023 (Exhibit 99.1 to Current Report on Form 8-K). The Company uses Net Revenue, Adjusted EBITDA (which is calculated in a manner consistent with the calculation of EBITDA that is referenced in the employment agreement), and total stockholder return for purposes of determining eligibility for annual cash bonus payments and performance vesting under stock-based long-term incentive awards. Adjusted EBITDA and Net Revenue are reported by the Company in its quarterly earnings releases. For additional information on the performance on these and other measures, see discussion in the “Elements of Compensation—Annual Cash Bonuses” section following.and “Elements of Compensation—Stock-Based Long-Term Incentive Compensation”.
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Compensation Discussion and Analysis
ELEMENTS OF COMPENSATION
The principal elements of the Company’s executive compensation consist of the following:
Base Salary;
Annual Cash Bonuses;
Restricted Stock Unitsstock units (performance-based and time-based);
Other Stock-Based Compensation;
Perquisites and Other Compensation;
Health Benefits;benefits, and
Severance Benefitsbenefits and Changechange in Control Provisions.
As of December 31, 2022, the annual base salary of each of the Company’s Named Executive Officers are as follows:
Name | Title | Base Salary | ||
Perry A. Sook | Chairman and Chief Executive Officer | $2,000,000 | ||
Thomas E. Carter | President and Chief Operating Officer | 1,000,000 | ||
Lee Ann Gliha | Executive Vice President and Chief Financial Officer | 700,000 | ||
Andrew Alford | President, Broadcasting | 637,500 | ||
Sean Compton | President, Networks | 660,000 | ||
Dana Zimmer | President, Distribution | 775,000 |
The annual base salary of each of the Company’s Named Executive Officers is established by their respective individual employment agreements (see the “Employment Agreements” section of this Proxy Statement).agreements. The purpose of the base salary is to provide each Named Executive Officer with a set amount of cash compensation that is not variable in nature and that is generally competitive with market practices.our peer group. The base salary is established based on the scope of the executive’s responsibilities, taking into account competitive market compensation paid by peer group companies for similar positions. Generally, we target the executives’ base salaries nearare determined with reference to the median market pay level of our benchmarking review of peer group companies, but individual officer salary levels may fall above or below median for a variety of reasons, including scope of role, experience, tenure, performance, retention concerns or other relevant factors. Under each legacy employment agreement (agreements that were executed prior to May 2020), base salaries are increased on an annual basis. As each agreement renews, there willare no longer be guaranteed increases. Annual salary increases for our Named Executive Officers are generally consistent, on a percentage basis, with those received by non-executive employees. See the “Employment Agreements” section of this Proxy Statement for a discussion of the employment agreements ofwith our Named Executive Officers.
As
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Compensation Discussion and Analysis
Annual Cash Bonuses
Each of December 31, 2020, the annual base salary of each of the Company’sour Named Executive Officers are as follows:
Name |
| Title |
| Base Salary ($) |
| |
Perry A. Sook |
| Chairman and Chief Executive Officer |
| $ | 1,750,000 |
|
Thomas E Carter |
| President, Chief Operating Officer and Chief Financial Officer |
|
| 1,000,000 |
|
Timothy C. Busch(1) |
| President, Broadcasting and Nexstar Media Inc. |
|
| 750,000 |
|
Gregory R. Raifman(2) |
| President, Nexstar Digital LLC |
|
| 700,000 |
|
Dana Zimmer(3) |
| Executive Vice President and Chief Distribution and Strategy Officer |
|
| 725,000 |
|
|
|
|
|
|
|
Theis eligible to earn an annual cash bonus incentive for our Chief Executive Officer, as provided in his Employment Agreement, is based on a formula, with the majority of the incentive determined based on established financial targets. Specifically,quantitative and qualitative criteria described in each Named Executive Officer’s employment agreement and summarized below.
The targets and annual cash bonuses earned by our ChiefNamed Executive Officers’ incentive paymentOfficers for the year 2020 was determined by the following formula:
Twenty-five percent (25%) earned if Nexstar Broadcasting, Inc. exceeds ninety percent (90%) of budgeted EBIDTA for the fiscal year;
Twenty-five percent (25%) earned if Nexstar Digital LLC exceeds eighty percent (80%) of budgeted EBITDA for the fiscal year;
Twenty-five percent (25%) earned if the Company is in the top forty percent (40%) of its peer group (as defined in Mr. Sook’s amended employment agreement) in revenue or EBITDA growth for stations and businesses owned as of the beginning of the fiscal year; and
Twenty-five percent (25%) earned at the discretion of the Committee.
We note that on October 1, 2020, Nexstar Broadcasting, Inc. changed its name to Nexstar Inc.; and on November 1, 2020, Nexstar Digital LLC merged into Nexstar Inc. On April 16, 2021, Nexstar Inc. changed its name to Nexstar Media Inc. Accordingly, the Chief Executive Officer’s first two criteria incentive criteria were modified2022 are as follows:
|
| 2022 Target |
| 2022 Target |
| % of Target |
| 2022 Actual |
Perry A. Sook |
| 200% |
| 4,000,000 |
| 100% |
| 4,000,000 |
Thomas E. Carter |
| 100% |
| 1,000,000 |
| 100% |
| 1,000,000 |
Lee Ann Gliha |
| 75% |
| 525,000 |
| 133% |
| 700,000 |
Andrew Alford |
| 100% |
| 637,500 |
| 78% |
| 500,000 |
Sean Compton |
| 100% |
| 660,000 |
| 91% |
| 600,000 |
Dana Zimmer |
| 100% |
| 775,000 |
| 100% |
| 775,000 |
Twenty-five percent (25%) earned if Nexstar Media Inc.’s broadcast division exceeds ninety percent (90%) of budgeted EBIDTA for the fiscal year; and
Twenty-five percent (25%) earned if Nexstar Media Inc.’s digital division exceeds eighty percent (80%) of budgeted EBITDA for the fiscal year.
The remaining criteria were unaffected by the merger.
For additional information on our ChiefNamed Executive Officer’s amended employment agreement,annual cash bonuses, refer to “Employment Agreements” section below.
Annual Bonus Opportunity and 2022 Actual Results - Mr. Sook
As provided in his employment agreement dated January 15, 2019 (the “Prior Sook Employment Agreement”), Mr. Sook, is eligible to receive an annual bonus with a target amount equal to 200% of his annual base salary as follows:
Criteria | 2022 Results | Criteria Met? |
25% earned if Nexstar Media Inc.’s combined broadcast and networks divisions exceeds 90% of budgeted EBITDA for the fiscal year | EBITDA was 101% of budget (excluding the results of unbudgeted acquisition of The CW) | ✓ |
25% earned if Nexstar Media Inc.’s digital division exceeds 80% of budgeted EBITDA for the fiscal year | EBITDA was 82% of budget | ✓ |
25% earned if the Company is in the top 40% of its peer group (as defined) in Net Revenue or EBITDA growth for stations and businesses owned as of the beginning of the fiscal year | Net Revenue and EBITDA growth were in the top 42% and 36%, respectively, of the peer group | ✓ |
25% earned at the discretion of the Compensation Committee | Approved by the Compensation Committee | ✓ |
Mr. Sook earned the discretionary portion of his bonus as a result of his achievements during 2022 including:
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Compensation Discussion and Analysis
On October 1, 2020, Thomas Carter,
Beginning with fiscal year 2021,Annual Bonus Opportunity and 2022 Actual Results - Mr. Carter
As provided in his employment agreement dated September 25, 2020, for 2022, Mr. Carter is eligible to receive an annual bonus with a target amount equal to 100% of his annual base salary as follows:
Criteria | 2022 Results | Criteria Met? |
50% based on the Company’s performance for each such preceding two-year period equaling or exceeding the midpoint of the peer group companies’ (as defined) reported percentage of Net Revenue and/or EBITDA growth based on the audited financial results | Net Revenue and EBITDA growth were in the 58th percentile and 67th percentile, respectively, of the peer group | ✓ |
50% earned at the discretion of the Chief Executive Officer and the Compensation Committee | Approved by the Compensation Committee | ✓ |
Mr. Carter earned the discretionary portion of his bonus as a result of his achievements during 2022 including:
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Compensation Discussion and Analysis
Annual Bonus Opportunity and 2022 Actual Results - Ms. Gliha
As provided in her employment agreement dated July 26, 2021, Ms. Gliha is eligible to receive an annual bonus with a target amount equal to 75% of her annual base salary as follows:
Criteria | 2022 Results | Criteria Met? |
50% earned if Nexstar Media Inc. exceeds 90% of budgeted Net Revenue or EBITDA for the fiscal year | Net Revenue and EBITDA (excluding the results of unbudgeted acquisition of The CW) were 92% and 104% of budget | ✓ |
50% earned at the discretion of our Chief Executive Officer and/or Compensation Committee | Approved by the Compensation Committee | ✓ |
Ms. Gliha earned the discretionary portion of her bonus as a result of her achievements during 2022 including:
Annual Bonus Opportunity and 2022 Actual Results - Mr. Alford
As provided in his employment agreement dated June 1, 2021, Mr. Alford is eligible to receive an annual bonus with a target amount equal to 100% of his annual base salary as follows:
Criteria | 2022 Results | Criteria Met? |
25% earned if the Broadcasting Division of Nexstar Media Inc. exceeds 90% of budgeted Net Revenue for the fiscal year | Net Revenue was 98% of budget | ✓ |
25% earned if the Broadcasting Division of Nexstar Media Inc. exceeds 90% of budgeted EBITDA for the fiscal year | EBITDA was 100% of budget | ✓ |
25% earned if the Digital Division of Nexstar Media Inc. exceeds 90% of budgeted Net Revenue or EBITDA for the fiscal year | Net Revenue and EBITDA were 89% and 82% of budget, respectively | ✘ |
25% earned at the discretion of the Committee and/or Compensation Committee | Approved by the Compensation Committee | ✓ |
Mr. Alford earned the discretionary portion of his bonus as a result of his achievements during 2022 including:
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Compensation Discussion and Analysis
Annual Bonus Opportunity and 2022 Actual Results - Mr. Compton
As provided in his employment agreement, dated August 26, 2019, as amended on November 1, 2020, Mr. Compton is eligible to receive an annual bonus up to 100% of base salary as follows:
Criteria | 2022 Results | Criteria Met? |
30% earned if the Networks Division of Nexstar Media Inc. exceeds 90% of budgeted Net Revenue for the fiscal year | Net Revenue was 96% of budget (excluding the results of unbudgeted acquisition of The CW) | ✓ |
30% earned if the Networks Division of Nexstar Media Inc. exceeds 90% of budgeted EBITDA for the fiscal year | EBITDA was 104% of budget (excluding the results of unbudgeted 2022 acquisition of The CW) | ✓ |
10% earned if the Digital Division of Nexstar Media Inc. exceeds 90% of budgeted Net Revenue or EBITDA for the fiscal year | Net Revenue and EBITDA was 89% and 82% of budget, respectively | ✘ |
30% earned at the discretion of our Chief Executive Officer and/or Compensation Committee | Approved by the Compensation Committee | ✓ |
Mr. Compton earned the full discretionary portion of his bonus as a result of his achievements during 2022 including:
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Compensation Discussion and Analysis
Annual Bonus Opportunity and 2022 Actual Results - Ms. Zimmer
As provided in her employment agreement dated September 5, 2019, Ms. Zimmer is eligible to receive an annual bonus of up to one hundred percent (100%) of base salary based on overall performance of the Company as well as the executive’s individual performance, including the attainment of budgeted Distribution Revenue, which is directly associated with Ms. Zimmer’s area of responsibility, as determined by the Compensation Committee.
Ms. Zimmer earned 100% of her target bonus as a result of her achievements during 2022 including:
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Compensation Discussion and Analysis
Stock-Based Long-Term Incentive Compensation
The Compensation Committee believes that grants of stock-based awards are the most appropriate form of long-term compensation because they provide incentives to promote the long-term success of the Company in line with stockholders’ interests. The Company’s equity incentive plans are intended to motivate and reward the Company’s officers and to retain their continued services while providing long-term incentive opportunities including the participation in the long-term appreciation of our common stock value.
The Compensation Committee grants stock-based awards to the Named Executive Officers other than our Chief Executive Officer based on the recommendations of the Chief Executive Officer, who evaluates their performance against the goals established at the beginning of each year. The Compensation Committee has allocated performance-based and time-based compensation evenly when determining the stock-based long-term compensation awarded decisions for our Named Executive Officers.
As of December 31, 2022, the Company maintains two equity compensation plans – the 2015 Long-Term Equity Incentive Plan and the 2019 Long-Term Equity Incentive Plan (together, the “Plans”), each of which provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards. Since 2017, awards made under the Company’s equity plans have consisted exclusively of time-based and performance-based restricted stock units (“RSUs”).
During 2022, each of our Named Executive Officers, except our President and COO, received stock awards under the Plans, each comprised 50% of time-based RSUs and 50% performance-based RSUs as described below.
Time-Based RSUs
During 2022, time-based RSUs were granted to the following Named Executive Officers:
Grant Date | # of Time-based | |||
Perry A. Sook | 1/14/2022 | 62,500 | ||
Lee Ann Gliha | 6/3/2022 | 2,625 | ||
Andrew Alford | 6/3/2022 | 3,750 | ||
Sean Compton | 6/3/2022 | 3,750 | ||
Dana Zimmer | 6/3/2022 | 3,750 |
The time-based RSUs granted to Mr. Sook in 2022 vested in full on January 15, 2023.
The time-based RSUs granted to the Named Executive Officers (other than Mr. Sook) in 2022 vest over a four-year period in annual ratable installments on each anniversary of the date of grant, subject to continued employment through the applicable vesting date. In each case, subject to the Compensation Committee’s discretion, all unvested time-based RSUs are forfeited upon the executive’s termination for any reason. In the event of a Change in Control (as defined in the applicable Plan), all unvested time-based RSUs shall immediately vest.
Performance-Based RSUs
Grant Date | # of Performance-based | |||
Perry A. Sook | 8/1/2022 | 62,500 | ||
Lee Ann Gliha | 6/3/2022 | 2,625 | ||
Andrew Alford | 6/3/2022 | 3,750 | ||
Sean Compton | 6/3/2022 | 3,750 | ||
Dana Zimmer | 6/3/2022 | 3,750 |
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Compensation Discussion and Analysis
The performance-based RSUs granted to Mr. Sook in 2022 (target shares of 62,500) are eligible to vest 50% of the award on each of August 1, 2023 (the “first vesting date”) and August 1, 2024 (the “second vesting date”) based upon the Company’s achievement of one-year total stockholder return (“TSR”) against the peer group defined in the award agreement (as shown in the table below)for the period January 1, 2022 to December 31, 2022, and subject to Mr. Sook’s continued employment through the applicable vesting date. No calculation is required on the second vesting date, such shares vest automatically if the shares vested on the first vesting date.
Level | Relative TSR vs Peer Group | Percentage of PSUs to Vest | ||
Below Threshold | <35th Percentile | No vesting | ||
Threshold | 35th to 50th Percentiles | 80% of Target | ||
Target | 51st to 65th Percentiles | 100% of Target | ||
Stretch | 66th to 80th Percentiles | 150% of Target | ||
Maximum | 81st and > Percentiles | 200% of Target |
Because the Company achieved a relative TSR at the maximum level of achievement, the award is expected to vest at maximum (200% of target).
Pursuant to the 2022 Sook Employment Agreement (defined below), in the event of Mr. Sook’s termination for any reason other than by the Company for Cause or by Mr. Sook without Good Reason (each, as defined in the Sook Employment Agreement), any unvested performance-based RSUs will vest at the greater of actual or target level of performance.
The performance-based RSUs granted to the Named Executive Officers (other than Mr. Sook) in 2022 are subject to the same time-vesting conditions as the time-based RSUs described above (annual time-vesting in ratable installments over a four-year period from the date of grant, subject to continued employment through the applicable vesting date), but full vesting of each annual tranche also requires satisfaction of certain financial performance metrics which, if not achieved in any given year, will result in forfeiture of the applicable tranche of the performance-based RSUs. The financial performance metrics set forth in the performance-based RSUs are specific to each NEO, as set forth below:
Vesting Criteria | |
Lee Ann Gliha | The Company’s TSR for the applicable year must exceed the midpoint for TSR ranking within its peer group (as defined in the Company’s Proxy Statement filed with the SEC on April 28, 2022). |
Andrew Alford | The Company’s broadcasting division’s performance for the applicable year must be at or above ninety percent (90%) of its budgeted Net Revenue and/or EBITDA goals for such year. |
Sean Compton | The Company’s networks division’s performance for the applicable year must be at or above ninety percent (90%) of its budgeted Net Revenue and/or EBITDA goals for such year. |
Dana Zimmer | The Company’s distribution revenue for the applicable year must be at or above ninety-five percent (95%) of its budgeted distribution revenue for such year. |
In each case (other than Mr. Sook’s award), subject to the Compensation Committee’s discretion, all unvested performance-based RSUs are forfeited upon the executive’s termination for any reason. In the event of a Change in Control (as defined in the applicable Plan), all unvested performance-based RSUs shall immediately vest.
Perquisites and Other Compensation
Other compensation for our Named Executive Officers includes automobile allowances paid by the Company or the value of the personal use of an automobile, group life insurance paid by the Company and 401(k) matching contributions made by the Company and cellphone reimbursements. In addition, Mr. Sook’s contract provides for the reimbursement for use of an aircraft for personal matters in the amount of $500,000 over the term of his contract.
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Compensation Discussion and Analysis
Health Benefits
All full-time employees, including our Named Executive Officers, may participate in our health benefit program, including medical, dental and vision care coverage, disability insurance and life insurance.
Severance Benefits and Change in Control Provisions
All of our Named Executive Officers have entered into employment agreements with us. These employment agreements, among other things, provide for severance compensation to be paid to the executives if they are terminated upon a change of control of the Company, or for reasons other than cause, or if they resign for good reason, as defined in the agreements. Additionally, as described above our Named Executive Officers have been granted equity awards that vest upon a Change in Control. For additional information, see the “Potential Payments Upon Termination or Change in Control” section.
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Compensation Discussion and Analysis
EMPLOYMENT AGREEMENTS
The Company currently has an employment agreement in place with each of its Named Executive Officers as described below. For information about the termination and change-in-control provisions set forth in each agreement, see “Potential Payments upon Termination or Change In Control.”
Perry A. Sook
Mr. Sook was employed as Chairman of the Board and Chief Executive Officer under an employment agreement with Nexstar dated January 15th, 2019 (the “Prior Sook Employment Agreement”). Under the terms of the Prior Sook Employment Agreement, Mr. Sook’s base salary for fiscal year 2022 was $2,000,000. He was eligible to earn a target annual bonus of $4,000,000 for fiscal year 2022 as described in the section titled “Elements of Compensation - Annual Cash Bonus” and equity awards as described in the section titled “Elements of Compensation - Stock-Based Long-Term Incentive Compensation.”
Pursuant to authorization from the Compensation Committee, the Company entered into an extension and amendment to the Prior Sook Employment Agreement (the “2022 Sook Employment Agreement”). The renewed term under the 2022 Sook Employment Agreement began March 1, 2023 and expires on March 31, 2026 with automatic renewals for successive one-year periods unless either party notifies the other of its intention not to renew the agreement (the “Term”). Under the 2022 Sook Employment Agreement, Mr. Sook’s base salary is $3,000,000 effective on March 1, 2023. The 2022 Sook Employment Agreement also provided for the award of 62,500 performance-based RSUs as described in the section titled “Elements of Compensation - Stock-Based Long-Term Incentive Compensation”. For 2023, he is eligible to earn an annual bonus with a target equal to 200% of base salary, subject to (i) increase or decrease based on the criteria set forth in the table below and (ii) approval of the Compensation Committee. The Compensation Committee may alter the criteria set forth in the table below as circumstances warrant and in consultation with Mr. Sook.
Component | Weight | No Payout | Threshold | Target | Maximum |
Adjusted EBITDA (a) | 35% | <85% of Target | 85% of Target | Budgeted Target (a) | 105% of Target |
Net Revenues (a) | 35% | <85% of Target | 85% of Target | Budgeted Target (a) | 105% of Target |
Individual Performance (b) | 30% | Discretionary | |||
Payout Opportunity | 100% | 0% (no Bonus payout) | 50% of Target (e.g., 100% of Base Salary) | 100% of Target (e.g. 200% of Base Salary) | 200% of Target (e.g., 400% of Base Salary) |
Pursuant to the 2022 Sook Employment Agreement, in March 2023, the Company awarded to Mr. Sook time-based RSUs with a grant date value of $10,000,000 to vest as follows: 50% of the RSUs will vest on each of March 2, 2024 and March 2, 2025, subject to Mr. Sook’s continued employment through the applicable vesting date.
Pursuant to the 2022 Sook Employment Agreement, in March 2023, the Company awarded to Mr. Sook performance-based RSUs with a target value of $10,000,000, of which 50% of that target value will be eligible to vest on each of March 2, 2024 and March 2, 2025. The performance-based RSUs will vest based on the following vesting grid measured by one-year TSR performance against the TSR Peer Group as calculated on the first vesting date. No calculation is required on the second vesting date, as such shares will be deemed to have achieved the same level of achievement as the shares that vested on the first vesting date.
Level | Relative TSR vs Peer Group | Percentage of PSUs to Vest | ||
Below Threshold | <35th Percentile | No vesting | ||
Threshold | 35th to 50th Percentiles | 80% of Target | ||
Target | 51st to 65th Percentiles | 100% of Target | ||
Stretch | 66th to 80th Percentiles | 150% of Target | ||
Maximum | 81st and > Percentiles | 200% of Target |
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Compensation Discussion and Analysis
Beginning on March 1, 2024, and annually thereafter during the Term and any renewal term, Mr. Sook may also participate in additional long-term incentive compensation awards at the discretion of the Compensation Committee.
Pursuant to the 2022 Sook Employment Agreement, the Company shall also provide Mr. Sook with a company car and reimburse Mr. Sook in the amount up to $500,000 for his use of an aircraft for personal matters during the Term.
For information about the termination and change-in-control provisions set forth in the 2022 Sook Employment Agreement, see “Potential Payments upon Termination or Change In Control”.
Thomas E. Carter
Mr. Carter was appointed as President and Chief Operating Officer under an employment agreement with Nexstar dated September 25, 2020 (the “Carter Employment Agreement”). The agreement was effective on October 1, 2020 and expires on December 31, 2023 and automatically renews for successive one-year periods unless either party notifies the other of its intention not to renew the agreement. Under the employment agreement, Mr. Carter is entitled to an annual base salary of $1,000,000 and is eligible to receive an annual bonus in an amount, if any, up to 100% of his annual base salary in effect at the end of that fiscal year (or in excess of such amount, up to a maximum of 200% of his annual base salary in effect at the end of that fiscal year, as the Chief Executive Officer, with the approval of the Compensation Committee of the Board of Directors may determine is appropriate), prorated for any partial fiscal year during which Mr. Carter is employed by the Company based on the following criteria:performance criteria described in the section titled “Elements of Compensation - Annual Cash Bonus”:
50% based on
Mr. Carter is eligible to participate in the Company’s performance for each such preceding two-year period equaling or exceedingequity compensation program on a basis consistent with the midpoint ofother Company executives. He is also entitled to a $750 per month automobile allowance.
For information about the peer group companies’ (as definedtermination and change-in-control provisions set forth in Mr. Carter’s employment agreement) reported percentage of Net Revenue and/or EBITDA growth based on the audited financial results; and
50% discretionary, based on, but not limited to, the following areas: (Strategic Initiatives, Human Capital Initiatives, including succession planning and execution, and Investor Relations Initiatives).
For additional information on Mr. Carter’s employment agreement, refer to “Employment Agreements” section below.
Under the terms of their employment agreements, Mr. Busch, Mr. Raifman and Ms. Zimmer are eligible to earn targeted annual cash bonuses up to 75%, 100% and 100%, respectively, of their base salaries. Mr. Raifman’s employment agreement also includes a bonus matrix that specify his cash incentives based on the level of achievement of his financial and non-financial goals. Refer to “Employment Agreements” below for additional information.
The overall performance of the Company determines what percentage, if any, of the target bonus will be paid out. If the Company attains the annually budgeted amounts for net revenue and Adjusted EBITDA, then it is likely that 100% of the targeted bonus will be paid. However, the Chief Executive Officer may recommend an increase in the annual bonus paid to our other Named Executive Officers with the approval of the Compensation Committee. Likewise, if the Company does not achieve its performance benchmarks, then an amount less than the full bonus may be paid. Ultimately, the payment of cash bonuses is made on a discretionary basis and is determined based on an evaluation of each executive’s individual contribution to the overall performance of the Company.
Historically, when determining the amount of bonus and incentive compensation to be paid to our other Named Executive Officers, the Compensation Committee reviews and considers the following information:
Evaluations of each of our other Named Executive Officers from the full Board of Directors, regarding each of our other Named Executive Officer’s performance;
The Chief Executive Officer’s review and evaluation of each of the other Named Executive Officers, addressing individual performance and the results of operations of the business areas and departments for which such executive had responsibility, which the Compensation Committee discusses with the Chief Executive Officer;
The financial performance of the Company, including its stock price, comparable revenue, Adjusted EBITDA and Free Cash Flow growth, relative to budgeted performance and that of the peer group; and
Total proposed compensation, as well as each element of proposed compensation, taking into account the recommendations of the Chief Executive Officer.
The performance bonus of each of our Named Executive Officers for the year 2020 is shown in the table below.
|
| 2020 Actual |
|
| 2020 Target |
| ||
|
| Cash Bonus |
|
| Cash Bonus |
| ||
|
| ($) |
|
| ($) |
| ||
Perry A. Sook Chief Executive Officer and Director |
| $ | 3,500,000 |
|
| $ | 3,500,000 |
|
Thomas E. Carter President, Chief Operating Officer and Chief Financial Officer |
|
| 618,750 |
|
|
| 618,750 |
|
Timothy C. Busch President, Broadcasting and Nexstar Media Inc.(1) |
|
| 520,000 |
|
|
| 562,500 |
|
Gregory R. Raifman President, Nexstar Digital LLC(2) |
|
| 700,000 |
|
|
| 700,000 |
|
Dana Zimmer Executive Vice President and Chief Distribution and Strategy Officer |
|
| 725,000 |
|
|
| 725,000 |
|
|
|
|
|
The Compensation Committee determined the performance bonus of our Chief Executive Officer based on the formula set forth above.
The following are our Chief Executive Officer’s incentive metrics for the year 2020:
|
|
Result: Fiscal Year 2020 Actual EBITDA was $1.794 billion, or 93% of budget
|
|
Result: Fiscal Year Actual EBITDA was $26.5 million, or 154% of budget
|
|
Results: Revenue was 79% percentile of peer group; EBITDA was 71% percentile of peer group
The budget amounts used in the above calculations were approved by our Board of Directors in January 2020 which are inclusive of inputs prior to the economic effects of the COVID-19 pandemic.
For our other Named Executive officers, the Compensation Committee determined each of their bonus amounts based on the performance of the Company, as well as the individual performance of the executives.
During 2020, the Company delivered solid results across key financial performance metrics. In 2020, net revenue of $4.501 billion exceeded our 2019 revenue of $3.039 billion, with a 48.1% increase, primarily due to the incremental revenue from the television stations we acquired in 2019 through our merger with Tribune Media Company and current year acquisitions, overall increase in our legacy stations’ distribution revenues, due to the combined effect of retransmission consent agreement renewals and scheduled annual rate increases per subscriber, and a record increase in political advertising revenues generated by our legacy stations from the recently concluded federal election year. These increases were partially offset by a decrease in revenue from core advertising and digital businesses of our legacy stations primarily due to business disruptions caused by COVID-19, realigned digital business operations and change in the mix between core and political advertising, and a decrease in net revenue from station divestitures.
Operationally, the Company achieved significant milestones while maintaining discipline in cost management. The combination of the revenue growth and aggressive expense management drove the following in 2020:
Income from operations and net income to $1.375 billion and $808.1 million, respectively, which increased 109.9% and 242.0%, respectively, compared to 2019 results.
Adjusted EBITDA before one-time transaction expenses in 2020 was $1.996 billion, which increased 105.3% compared to 2019 results. In 2020, Adjusted EBITDA was $1.951 billion.
Free Cash Flow before one-time transaction expenses in 2020 was $1.305 billion, which increased 150.5% compared to 2019 results. In 2020, Free Cash Flow was $1.280 billion.
Income from operations, net income, Adjusted EBTIDA and free cash flow in 2020 increased compared to prior year due to our accretive acquisitions and a record $456.0 million year-over-year increase in political advertising revenue from the recently concluded federal election year. In 2020, our political advertising revenue increased by 102.0% compared to the results in 2018.
In calculating the performance bonuses for our other Named Executive Officers, the attainment or substantial attainment of key budgeted amounts is the primary factor considered by our Chief Executive Officer and the Compensation Committee. For the fiscal year 2020, Mr. Carter and Ms. Zimmer each received 100% of their bonus targets in line with the overall performance of the Company. In 2020, our Adjusted EBITDA, exclusive of net pension and other postretirement credits, was $1.905 billion, or 94% of our budget, and our Free Cash Flow was $1.280 billion, or 105% of our budget. For the fiscal year 2020, Mr. Busch received 92% of his bonus target in line with the operating performance of our broadcast division. In 2020, our broadcast division’s actual EBITDA was $1.794 billion, or 93% of our budget. For the fiscal year 2020, Mr. Raifman received 100% of his bonus target in line with the operating performance of our digital division. In 2020, our digital division’s actual EBITDA was $26.5 million, or 154% of budget. The budget amounts used in these calculations were approved by our Board of Directors in January 2020 which are inclusive of inputs prior to the economic effects of the COVID-19 pandemic.
Beginning in fiscal year 2021, our President, COO and CFO will be entitled to receive an annual bonus based on a defined formula, with 50% of the incentive determined based on pre-established financial targets as described above.
The above factors were considered in determining the performance bonuses paid to each of our Named Executive Officers other than the Chief Executive Officer, along with each executive’s individual performance and contribution to achievement of the goals of the Company. Each of our other Named Executive Officer contributed significantly to our 2020 initiatives, including our acquisitions and integration of acquired stations and entities, our organic growth, and our free cash flow growth.
Due to the level of incremental effort arising from these initiatives and their favorable impact to the Company in 2020 and for future operations, the Compensation Committee determined that bonuses were warranted in the amounts set forth in the table above and in the Summary Compensation Table in the “Compensation of Named Executive Officers” in this Proxy Statement.
Stock-Based Long-Term Incentive Compensation
The Company believes that grants of stock-based awards are the most appropriate form of long-term compensation since they provide incentives to promote the long-term success of the Company in line with stockholders’ interests. The Company’s equity incentive plans are intended to motivate and reward the executive officers and to retain their continued services while providing long-term incentive opportunities including the participation in the long-term appreciation of our common stock value.
The Compensation Committee grants stock-based awards to the Named Executive Officers other than our Chief Executive Officer based on the recommendation of the Chief Executive Officer, who evaluates their performance in meeting the goals established at the beginning of each year. In 2020 and 2019, the Compensation Committee increased its emphasis on performance-based compensation in making stock-based award decisions for four of the Named Executive Officers.
The Company currently maintains three equity compensation plans – the 2012 Long-Term Equity Incentive Plan, the 2015 Long-Term Equity Incentive Plan and the 2019 Long-Term Equity Incentive Plan, all of which provide for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards. Awards made under the Company’s equity plans have consisted almost exclusively of non-qualified stock options and restricted stock units. Stock option awards and restricted stock units vest ratably over two to four years, dependent on continued employment and, for performance-based restricted stock units, if certain performance metrics are achieved. The exercise price of stock options may not be less than the market price of the Company’s Class A Common Stock on the date of grant. Stock option awards must be exercised within ten years of the date of grant of the option, subject to earlier expiration upon termination of the individual’s employment. The number of awards that may be granted to any one individual in a calendar year is 1,000,000 shares.
During 2020, each of our top four Named Executive Officers received stock awards in the form of time and performance-based restricted stock units pursuant to the 2012, 2015 and 2019 Long-Term Incentive Plans. The restricted stock units awarded to Mr. Sook in 2020 were approximately 43% time-based and approximately 57% were performance-based. The restricted stock units granted to Messrs. Carter, Busch and Raifman in 2020 were 50% time-based and 50% were performance-based. The restricted stock units granted to Ms. Zimmer in 2020 were all time-based and vest annually over four years. All restricted stock units granted to our NEOs in 2020 vest in full immediately upon a Change in Control (as defined in the 2012, 2015 and 2019 Long-Term Incentive Plans).
The performance-based units granted to Mr. Sook in 2020 will vest in full on January 15, 2022 if the total shareholder return of the Company is at or above the 65th percentile of the compensation peer group performance. The measurement period for Mr. Sook’s performance-based stock award is the last full trading day preceding December 25, 2019 through the last full trading day preceding December 25, 2021. If the performance metric is not achieved, the Compensation Committee may, in its sole discretion based on an analysis of all relevant factors, authorize the vesting of up to 90% of the stock award. The time-based stock awards granted to Mr. Sook in 2020 vest in annual installments over a three-year period from the date of grant, in line with the length of his employment agreement.
For approximately 11% of restricted stock units granted to Mr. Carter in 2020, an annual tranche of the award may vest to Mr. Carter over four years if the two-year growth rate (used to adjust for cyclicality of political advertising revenue) of the Company’s EBITDA growth or net revenue exceeds the median growth rate of the compensation peer group. If neither metric equal or exceed the median of the peer group, then the executive will forfeit that particular tranche of the initial grant. For approximately 39% of restricted stock units granted to Mr. Carter in 2020, an annual tranche of the award may vest to Mr. Carter over three years, consistent with the length of his employment agreement, if the total shareholder return for each such preceding calendar year equals or exceeds the midpoint of the Company’s TSR Peer Group (as defined in Mr. Carter’s employment agreement). If the total shareholder return does not equal or exceed the midpoint of the TSR Peer Group, then the executive will forfeit that particular tranche of the initial grant. The time-based stock awards granted to Mr. Carter in 2020 vest in annual installments over a range of three to four years from the date of grant.
Mr. Busch’s performance-based stock award in 2020 may vest at an annual tranche over four years if the growth rate of the Company’s broadcasting operations exceeds the peer group average as reported by a recognized independent reporting agency. If the metric does not equal or exceed the peer group average, then the executive will forfeit that particular tranche of the initial grant. The time-based stock awards granted to Mr. Busch in 2020 vest in annual installments over a four-year period from the date of grant.
In all instances, there is no additional payment, or upside, above and beyond the target number of units awarded for exceeding the specific operating metric threshold.
The performance-based restricted units scheduled to vest from January 2021 to April 2021 for Messrs. Sook, Carter, Busch and Raifman vested in full as each of their performance metrics for the fiscal year 2020 were met. Refer to “2020 OUTSTANDING EQUITY AWARDS AT YEAR-END” below for additional information. The performance-based restricted units scheduled to vest from January 2020 to April 2020 for Messrs. Sook, Carter and Busch vested in full as each of their performance metrics for the fiscal year 2019 were met. Refer to “2020 OPTION EXERCISES AND VESTED STOCK AWARDS” below for additional information.
On June 1, 2021, Mr. Busch resigned from his position at Nexstar, thus, all unvested restricted stock units granted to Mr. Busch in 2020 and prior will be forfeited as of this date. On March 31, 2021, Mr. Raifman’s employment agreement ended and was not renewed, thus, all unvested restricted stock units granted to Mr. Raifman in 2020 and prior were forfeited as of this date.
Perquisites and Other Compensation
Other compensation for our Named Executive Officers includes automobile allowances paid by the Company or the value of the personal use of an automobile, group life insurance paid by the Company and 401(k) matching contributions made by the Company and cellphone reimbursements.
All full-time employees, including our Named Executive Officers, may participate in our health benefit program, including medical, dental and vision care coverage, disability insurance and life insurance.
Severance Benefits and Change in Control Provisions
All of our Named Executive Officers have entered into employment agreements with us. These employment agreements, among other things, provide for severance compensation to be paid to the executives if they are terminated upon a change of control of the Company, or for reasons other than cause, or if they resign for good reason, as defined in the agreements (see thesee “Potential Payments Uponupon Termination or Change inIn Control” section).
The Company currently has an employment agreement in place with each of its Named Executive Officers. The following is summarized information related to the base salary, annual cash bonus and severance compensation and termination provisions contained in the employment agreement of each Named Executive Officer.
Perry A. SookLee Ann Gliha
Mr. Sook
Ms. Gliha is employed as Executive Vice President and Chief ExecutiveFinancial Officer under an employment agreement with us, last renewed on January 15, 2019.Nexstar dated July 26, 2021. The term of the renewed agreement commenced on August 9, 2021 and expires on February 28, 2023July 31, 2025 and automatically renews for successive one-year periods unless either party notifies the other of its intention not to renew the agreement. Under the agreement, Mr. Sook’sMs. Gliha’s base salary is $1,625,000 from January 15, 2019 to December 31, 2019, $1,750,000 from January 1, 2020 to December 31, 2020, $1,875,000 from January 1, 2021 to December 31, 2021$700,000 and $2,000,000 from January 1, 2022 and thereafter. In addition to his base salary, Mr. Sook is eligible to earn a targetedfor annual bonus of $3,250,000 for 2019, $3,500,000 for 2020, $3,750,000 for 2021 and $4,000,000 for 2022 and thereafter, upon achievement of the Company’s economic targets established by the Board of Directors for each fiscal year and any other goals established by the Board of Directors. The new design of bonus incentive for our Chief Executive Officer is based on a formula, with the majority of the incentive determined based on pre-established financial targets. Specifically, Mr. Sook’s incentive payments will be determined by the following formula:
Twenty-five percent (25%) earned if Nexstar Broadcasting Inc.’s (now Nexstar Media Inc.) broadcast division exceeds ninety percent (90%) of budgeted EBIDTA for the fiscal year;
Twenty-five percent (25%) earned if Nexstar Broadcasting Inc.’s (now Nexstar Media Inc.) digital division exceeds eighty percent (80%) of budgeted EBITDA for the fiscal year;
Twenty-five percent (25%) earned if the Company is in the top forty percent (40%) of its Peer Group (as defined in Mr. Sook’s amended employment agreement) in revenue or EBITDA growth for stations and businesses owned as of the beginning of the fiscal year; and
Twenty-five percent (25%) earnedmerit increases at the discretion of the Committee.
The Company will also grant Mr. Sook time-based and performance-based restricted stock units, as follows:
On January 15, 2021, the Company granted Mr. Sook 62,500 of time-based restricted stock units, vesting in equal annual installments for two years beginning on January 15, 2022 through 2023. On January 15, 2021, the Company also granted Mr. Sook 83,333 performance-based restricted stock units, which will vest in full on January 15, 2023 if the total shareholder return target established by the Compensation Committee is achieved.
On January 15, 2022, the Company will grant Mr. Sook 62,500 of time-based restricted stock units, which will vest in full on January 15, 2023.
|
|
In the event of termination for reasons other than cause, or if Mr. Sook resigns for good reason, as defined in the agreement, heChief Executive Officer. Ms. Gliha is eligible to receive hisan annual bonus, in an amount, if any, up to 75% of her annual base salary and target bonus forin effect at the end of that fiscal year (or in excess of such amount, up to a periodmaximum of two years, plus an additional $20,800. Under150%, as our Chief Executive Officer, with the termsapproval of Mr. Sook’s previous employment agreement dated January 29, 2015, Mr. Sook’s base salary for 2020 was $1,750,000.
On January 15, 2019, the Compensation Committee approved an amendmentof the Company’s board of directors may determine is appropriate), pro-rated for any partial fiscal year during which Ms. Gliha is employed by the Company pursuant to Mr. Sook’s employmentthe agreement that modified certain material terms relateddetailed above, to Mr. Sook’s compensation and severance opportunities. Underbe determined by our Chief Executive Officer, with the termsapproval of Mr. Sook’s renewed employment agreement as of January 15, 2019, Mr. Sook’s base salary for 2020 was $1,750,000 and he is eligible for a targeted annual bonus of $3,500,000. Pursuant to Mr. Sook’s renewed employment agreement as of January 15, 2019,the Compensation Committee, based on the performance criteria described in the eventsection titled “Elements of termination for reasons other than cause, if Mr. Sook resigns for good reason, or upon Mr. Sook’s termination by either Mr. Sook or the Company for any reason in connection with a consolidation, merger or comparable transaction involving the Company, heCompensation - Annual Cash Bonus”.
Ms. Gliha is eligible to receiveparticipate in the Company’s equity compensation program on a lump sum payment equal to the sum of (i) 200% of Mr. Sook’s then current base salary, plus (ii) 200% of Mr. Sook’s then current target bonus opportunity, plus (iii) $20,800.
“Cause” is defined in Mr. Sook’s employment agreement as any of the following activities by Mr. Sook: (i) his conviction for a felony or a crime involving moral turpitude or the commission of any act involving dishonesty, disloyalty or fraud with respect to the Company or any of its subsidiaries or affiliates, in each instance which has caused or is reasonably likely to cause material harm to the Company; (ii) substantial repeated failure to perform material job duties which are reasonably directed by the Board of Directors and which arebasis consistent with the terms of terms ofother Company executives. She is also entitled to a $750 per month automobile allowance.
For information about the termination and change-in-control provisions set forth in Ms. Gliha’s employment agreement, and position with the Company, which is not cured within thirty (30) days after written notice thereof from the Company; (iii) willful misconduct with respect to the Companysee “Potential Payments upon Termination or any of its subsidiaries or affiliates, in each instance which has caused or is reasonably likely to cause material harm to the Company; or (iv) any other willful breach of a material provision of the employment agreement, which is not cured within thirty (30) days after written notice thereof from the Company.Change In Control”.
“Good Reason” is defined in Mr. Sook’s employment agreement as any of the following events: (i) a material reduction in Mr. Sook’s job duties, responsibilities, authority or position, (ii) a material breach by the Company of a material provision of the employment agreement, which has not been cured by the Company within thirty (30) days after written notice of noncompliance has been given by Mr. Sook to the Company; (iii) any reduction or decrease in Mr. Sook’s annual base salary or annual target bonus; (iv) any requirement that Mr. Sook report to someone other than the Board of Directors; or (v) any requirement that Mr. Sook relocate or maintain an office more than one hundred (100) miles from Dallas, Texas.
Perry Sook founded Nexstar and has been its Chairman and Chief Executive Officer since its inception in 1996. Mr. Sook’s employment agreement with Nexstar expired on January 15, 2019. When structuring the terms of Mr. Sook’s new contract, the Compensation Committee was extremely cognizant of new entrants into the media and broadcasting sectors and their aggressiveness in seeking out quality management. A priority objective of Compensation Committee and Board was retention of the founding executive which has led the company’s market leading shareholder returns compared to the universe of publicly traded companies. The renewal of the Sook employment agreement in an increasing competitive landscape required a competitive approach regarding contract terms and equity incentives. The Committee carefully considered the desire to align all non-salary compensation with shareholder return, and to motivate and retain our Chief Executive Officer. The Committee arrived at a contract that provided the required mix of retention (restricted stock awards), and motivation (performance-based stock awards and short-term incentive opportunities) to continue to drive the financial and operational results that are shareholders have become accustomed to.
The Compensation Committee also considered the following factors when determining compensation levels and terms under Mr. Sook’s new employment agreement, effective January 2019:
•The substantial shareholder value Mr. Sook has created as Chief Executive Officer of Nexstar:
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Nexstar Media Group, Inc. | 64 | 2023 Proxy Statement |
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Compensation Discussion and Analysis
| Price Appreciation |
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| Russell |
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| NXST |
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| S&P 500 |
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| NASDAQ |
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| 3000 |
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3 year |
| 145 | % |
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| 38 | % |
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| 59 | % |
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| 38 | % |
5 year |
| 189 | % |
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| 51 | % |
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| 54 | % |
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| 49 | % |
10 year |
| 15837 | % |
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| 255 | % |
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| 406 | % |
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| 262 | % |
Andy Alford
Mr. Sook’s demonstrated track record in distribution and acquisition negotiation and execution
Mr. Sook’s strong institutional knowledge and industry expertise as the Founder of Nexstar
Competitive pressures from new entrants in the market
Thomas E. Carter
Mr. CarterAlford was appointed as President of Nexstar’s Broadcasting division effective June 1, 2021. Prior to Mr. Alford’s promotion, he was Senior Vice President and Chief Operating Officer under a newRegional Manager at Nexstar.
Mr. Alford’s employment agreement with us dated September 25, 2020. Mr. Carter also retains the position of Chief Financial Officer until a new CFO is appointed. The term of the new agreement was effective on Octoberas of June 1, 20202021 and expires on DecemberMay 31, 2023 and2024. The employment agreement automatically renews for successive one-year periodsperiod(s) unless either party notifies the other of its intention not to renew the agreement.
Under the employment agreement, Mr. Carter’sAlford’s annual base salary is $1,000,000 beginning October 1, 2020, subject to$625,000 and is eligible for annual merit increases but not decreases, at the discretion of theour Chief Executive Officer. Effective on June 1, 2022, Mr. Carter was also eligibleAlford’s annual base salary increased to receive an annual bonus$637,500. After the end of $618,750 for the 2020each Company fiscal year or in excessduring the term of such amount as determined by the Chief Executive Officer, with the approval of the Compensation Committee of the Board of Directors, based on, among other things, whetherhis agreement, Mr. Carter achieved the goals established for him by the Chief Executive Officer and/or the Board of Directors. Beginning with fiscal year 2021, Mr. CarterAlford is eligible to receive an annual bonus in thean amount, ofif any, up to 100% of his annual base salary in effect at the end of that fiscal year (or in excess of such amount, up to a maximum of 200% of his annual base salary in effect at the end of that fiscal year,year), as the Chief Executive Officer, with the approval of the Compensation Committee of the BoardCompany’s board of Directorsdirectors may determine is appropriate), prorated for any partial fiscal year during which Mr. Carterhe is employed by the Company based on the following criteria:performance criteria described in the section titled “Elements of Compensation - Annual Cash Bonus”. See the section titled “Annual Cash Bonus” for information about the annual bonus for 2022.
50%
Mr. Alford is eligible to participate in the Company’s equity compensation program on a basis consistent with the other Company executives. He is also entitled to a $750 per month automobile allowance.
For information about the termination and change-in-control provisions set forth in Mr. Alford’s employment agreement, see “Potential Payments upon Termination or Change In Control”.
Sean Compton
Mr. Compton currently serves as President of Nexstar’s Networks division under an employment agreement with Nexstar dated August 26, 2019, as amended effective on November 1, 2020. The term of the agreement expires on September 18, 2023 and automatically renews for successive one-year periods unless either party notifies the other of its intention not to renew the agreement. Under the agreement, Mr. Compton is entitled to an annual base salary of $640,000 from September 19, 2021 to September 18, 2022 and $660,000 thereafter during the term. After the end of each Company fiscal year during the term of his agreement, Mr. Compton is eligible to receive an annual bonus in an amount, if any, up to 100% of his annual base salary in effect at the end of that fiscal year prorated for any partial fiscal year during which Mr. Compton is employed by the Company based on the Company’s performance criteria described in the section titled “Elements of Compensation - Annual Cash Bonus”.
Mr. Compton is also entitled to a $750 per month automobile allowance.
For information about the termination and change-in-control provisions set forth in Mr. Compton’s employment agreement, see “Potential Payments upon Termination or Change In Control”.
Nexstar Media Group, Inc. | 65 | 2023 Proxy Statement |
Compensation Discussion and Analysis
Dana Zimmer
Ms. Zimmer joined Nexstar as Nexstar’s Executive Vice President of Distribution & Chief Strategy Officer under an employment agreement with Nexstar dated September 5, 2019. Ms. Zimmer was promoted to President of Distribution effective in October 2021. The term of Ms. Zimmer’s employment agreement expires on September 18, 2023 and automatically renews for successive one-year periods unless either party notifies the other of its intention not to renew the agreement.
Under the agreement, Ms. Zimmer is entitled to an annual base salary of $750,000 from September 19, 2021 to September 18, 2022, and $775,000 thereafter during the term. After the end of each of our fiscal year during the term of her employment agreement, Ms. Zimmer is eligible to receive an annual bonus, up to 100% of her annual base salary in effect at the end of that fiscal year (or in excess of such amount, as the Chief Executive Officer, with the approval of the Compensation Committee may determine is appropriate), prorated for any partial fiscal year during which she is employed by the Company based on the performance criteria described in the section titled “Elements of Compensation - Annual Cash Bonus.” See the section titled “Annual Cash Bonus” for information about the annual bonus for 2022. Ms. Zimmer is also entitled to a $750 per month automobile allowance.
For information about the termination and change-in-control provisions set forth in Ms. Zimmer’s employment agreement, see “Potential Payments upon Termination or Change In Control”.
Nexstar Media Group, Inc. | 66 | 2023 Proxy Statement |
Compensation Discussion and Analysis
COMPENSATION OF NAMED EXECUTIVE OFFICERS
The following table sets forth information that summarizes compensation for the years ended December 31, 2022, 2021 and 2020 for our Named Executive Officers.
SUMMARY COMPENSATION TABLE
|
| Year |
| Salary |
| Bonus(1) |
| Stock |
| Non-Equity |
| All Other |
| Total |
Perry A. Sook |
| 2022 |
| $1,995,193 |
| $1,000,000 |
| $33,308,029 |
| $3,000,000 |
| $15,670 |
| $39,318,892 |
Chairman and |
| 2021 |
| 1,870,674 |
| 3,750,000 |
| 15,510,127 |
| — |
| 15,052 |
| 21,145,853 |
Chief Executive Officer |
| 2020 |
| 1,746,635 |
| 3,500,000 |
| 18,306,887 |
| — |
| 10,742 |
| 23,564,264 |
Thomas E. Carter |
| 2022 |
| 1,000,000 |
| 500,000 |
| — |
| 500,000 |
| 19,378 |
| 2,019,378 |
President and |
| 2021 |
| 1,000,000 |
| 1,000,000 |
| — |
| — |
| 19,324 |
| 2,019,324 |
Chief Operating Officer |
| 2020 |
| 862,694 |
| 618,750 |
| 7,729,516 |
| — |
| 18,777 |
| 9,229,737 |
Lee Ann Gliha |
| 2022 |
| 700,000 |
| 350,000 |
| 877,607 |
| 350,000 |
| 17,489 |
| 2,295,096 |
Executive Vice President and |
| 2021 |
| 255,769 |
| 208,562 |
| 1,387,800 |
| — |
| 33,782 |
| 1,885,913 |
Chief Financial Officer |
| 2020 |
| — |
| — |
| — |
| — |
| — |
| — |
Andrew Alford |
| 2022 |
| 629,329 |
| 125,000 |
| 1,253,724 |
| 375,000 |
| 21,133 |
| 2,404,186 |
President, Broadcasting |
| 2021 |
| 523,472 |
| 450,834 |
| 1,423,300 |
| — |
| 51,793 |
| 2,449,399 |
|
| 2020 |
| — |
| — |
| — |
| — |
| — |
| — |
Sean Compton |
| 2022 |
| 645,001 |
| 180,000 |
| 1,253,724 |
| 420,000 |
| 18,883 |
| 2,517,608 |
President, Networks |
| 2021 |
| 625,001 |
| 640,000 |
| 1,423,300 |
| — |
| 19,246 |
| 2,707,547 |
|
| 2020 |
| — |
| — |
| — |
| — |
| — |
| — |
Dana Zimmer |
| 2022 |
| 756,250 |
| — |
| 1,253,724 |
| 775,000 |
| 6,734 |
| 2,791,708 |
President, Distribution |
| 2021 |
| 731,250 |
| 750,000 |
| 1,423,300 |
| — |
| 9,266 |
| 2,913,816 |
|
| 2020 |
| 706,250 |
| 725,000 |
| 529,990 |
| — |
| 8,978 |
| 1,970,218 |
Nexstar Media Group, Inc. | 67 | 2023 Proxy Statement |
Compensation Discussion and Analysis
|
| Year |
| Automobile |
| Life |
| Company |
| Miscellaneous(c) |
| Total |
Perry A. Sook |
| 2022 |
| $8,225 |
| $4,395 |
| $3,050 |
| $— |
| $15,670 |
Chairman and |
| 2021 |
| 7,756 |
| 4,396 |
| 2,900 |
| — |
| 15,052 |
Chief Executive Officer |
| 2020 |
| 4,961 |
| 4,000 |
| 1,781 |
| — |
| 10,742 |
Thomas E. Carter |
| 2022 |
| 9,000 |
| 1,228 |
| 9,150 |
| — |
| 19,378 |
President and |
| 2021 |
| 9,000 |
| 1,624 |
| 8,700 |
| — |
| 19,324 |
Chief Operating Officer |
| 2020 |
| 9,000 |
| 1,227 |
| 8,550 |
| — |
| 18,777 |
Lee Ann Gliha |
| 2022 |
| 9,000 |
| 270 |
| 7,019 |
| 1,200 |
| 17,489 |
Executive Vice President and |
| 2021 |
| 3,289 |
| 55 |
| — |
| 30,438 |
| 33,782 |
Chief Financial Officer |
| 2020 |
| — |
| — |
| — |
| — |
| — |
Andrew Alford |
| 2022 |
| 9,000 |
| 1,188 |
| 9,150 |
| 1,795 |
| 21,133 |
President, Broadcasting |
| 2021 |
| 10,269 |
| 1,624 |
| 8,700 |
| 31,200 |
| 51,793 |
|
| 2020 |
| — |
| — |
| — |
| — |
| — |
Sean Compton |
| 2022 |
| 9,000 |
| 279 |
| 8,404 |
| 1,200 |
| 18,883 |
President, Networks |
| 2021 |
| 9,000 |
| 369 |
| 8,677 |
| 1,200 |
| 19,246 |
|
| 2020 |
| — |
| — |
| — |
| — |
| — |
Dana Zimmer |
| 2022 |
| — |
| 428 |
| 6,306 |
| — |
| 6,734 |
President, Distribution |
| 2021 |
| — |
| 566 |
| 8,700 |
| — |
| 9,266 |
|
| 2020 |
| — |
| 428 |
| 8,550 |
| — |
| 8,978 |
2022 GRANTS OF PLAN-BASED AWARDS
The following table sets forth information for each of the Named Executive Officers regarding the non-discretionary portion of their annual bonus opportunities for fiscal year 2022, the performance-based RSUs granted during fiscal year 2022, and the time-based RSUs granted during fiscal year 2022.
|
|
|
| Estimated Potential Payouts Under |
| Estimated Potential Payouts Under |
| All Other |
| Grant Date | ||||||||
|
| Grant Date |
| Threshold ($) |
| Target ($) |
| Maximum ($) |
| Threshold (#) |
| Target (#) |
| Maximum (#) |
| (#) |
| ($) |
Perry A. Sook |
| — |
| — |
| 3,000,000 |
| — |
| — |
| — |
| — |
| — |
| — |
|
| 1/14/2022 |
| — |
| — |
| — |
| — |
| — |
| — |
| 62,500 |
| 10,400,465 |
|
| 8/1/2022 |
| — |
| — |
| — |
| 50,000 |
| 62,500 |
| 125,000 |
| — |
| 22,907,564 |
Thomas E. Carter |
| — |
| — |
| 500,000 |
| 1,000,000 |
| — |
| — |
| — |
| — |
| — |
Lee Ann Gliha |
| — |
| — |
| 262,500 |
| 525,000 |
| — |
| — |
| — |
| — |
| — |
|
| 6/3/2022 |
| — |
| — |
| — |
| — |
| 2,625 |
| — |
| — |
| 438,802 |
|
| 6/3/2022 |
| — |
| — |
| — |
| — |
| — |
| — |
| 2,625 |
| 438,805 |
Andrew Alford |
| — |
| — |
| 478,125 |
| 956,250 |
| — |
| — |
| — |
| — |
| — |
|
| 6/3/2022 |
| — |
| — |
| — |
| — |
| 3,750 |
| — |
| — |
| 626,860 |
|
| 6/3/2022 |
| — |
| — |
| — |
| — |
| — |
| — |
| 3,750 |
| 626,864 |
Sean Compton |
| — |
| — |
| 462,000 |
| — |
| — |
| — |
| — |
| — |
| — |
|
| 6/3/2022 |
| — |
| — |
| — |
| — |
| 3,750 |
| — |
| — |
| 626,860 |
|
| 6/3/2022 |
| — |
| — |
| — |
| — |
| — |
| — |
| 3,750 |
| 626,864 |
Dana Zimmer |
| — |
| — |
| 775,000 |
| — |
| — |
| — |
| — |
| — |
| — |
|
| 6/3/2022 |
| — |
| — |
| — |
| — |
| 3,750 |
| — |
| — |
| 626,860 |
|
| 6/3/2022 |
| — |
| — |
| — |
| — |
| — |
| — |
| 3,750 |
| 626,864 |
Nexstar Media Group, Inc. | 68 | 2023 Proxy Statement |
Compensation Discussion and Analysis
Nexstar Media Group, Inc. | 69 | 2023 Proxy Statement |
Compensation Discussion and Analysis
2022 OUTSTANDING EQUITY AWARDS AT YEAR-END
The following table sets forth information as of December 31, 2022 concerning outstanding equity awards held by our Named Executive Officers. Market value is the closing market price of Nexstar’s common stock as of December 30, 2022 (the last trading day of 2022) of $175.03 multiplied by the number of restricted stock units that have not vested.
|
| Option Awards |
| Stock Awards | ||||||||||||
|
| Number of |
| Number of |
| Option |
| Option |
| Number of |
| Market Value of |
| Equity Incentive Plan Awards: |
| Equity Incentive Plan Awards: |
Perry A. Sook |
| 200,000 |
| — |
| $47.11 |
| 1/14/2025 |
| 338,541 |
| $59,254,831 |
| — |
| $— |
Thomas E. Carter |
| 50,000 |
| — |
| 46.03 |
| 1/15/2024 |
| 33,125 |
| 5,797,869 |
| 8,125 |
| 1,422,119 |
Lee Ann Gliha |
| — |
| — |
| — |
| — |
| 6,375 |
| 1,115,816 |
| 6,375 |
| 1,115,816 |
Andrew Alford |
| — |
| — |
| — |
| — |
| 12,687 |
| 2,220,606 |
| 5,313 |
| 929,934 |
Sean Compton |
| — |
| — |
| — |
| — |
| 17,187 |
| 3,008,241 |
| 5,313 |
| 929,934 |
Dana Zimmer |
| — |
| — |
| — |
| — |
| 17,187 |
| 3,008,241 |
| 5,313 |
| 929,934 |
Mr. Sook:
Mr. Carter:
50% discretionary, based on, but not limited to, the following areas: (Strategic Initiatives, Human Capital Initiatives, including succession planning and execution, and Investor Relations Initiatives)
In connection with Mr. Carter’s appointment as President and Chief Operating Officer and continuation as Chief Financial Officer and entry into a new employment agreement with us, the Company12,500 time-based RSUs awarded on September 25, 2020 also granted will vest on September 25, 2023.
Ms. Gliha:
Mr. Carter 37,500 time-vesting restricted stock unitsAlford:
Nexstar Media Group, Inc. | 70 | 2023 Proxy Statement |
Compensation Discussion and Analysis
Mr. Compton:
Ms. Zimmer:
Mr. Carter:
Ms. Gliha:
Mr. Alford:
Mr. Compton:
Ms. Zimmer:
Nexstar Media Group, Inc. | 71 | 2023 Proxy Statement |
Compensation Discussion and Analysis
2022 OPTION EXERCISES AND VESTED STOCK AWARDS
The following table sets forth information concerning option exercises and stock awards vested for each of our Named Executive Officers during the year ended December 31, 2022:
|
| Option Awards |
| Stock Awards | ||||
|
| Number of Shares |
| Value Realized |
| Number of Shares |
| Value Realized |
Perry A. Sook |
| 620,429 | (3) | $99,636,963 |
| 151,042 | (4) | $24,950,628 |
Thomas E. Carter |
| 25,000 |
| 3,494,229 |
| 36,249 | (5) | 6,277,903 |
Lee Ann Gliha |
| — |
| — |
| 2,500 | (6) | 498,150 |
Andrew Alford |
| — |
| — |
| 6,375 | (7) | 1,140,871 |
Sean Compton |
| — |
| — |
| 7,500 | (8) | 1,355,075 |
Dana Zimmer |
| — |
| — |
| 7,500 | (9) | 1,355,075 |
Nexstar Media Group, Inc. | 72 | 2023 Proxy Statement |
Compensation Discussion and Analysis
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Each of our Named Executive Officers has entered into an employment agreement)agreement with the Company (see “Employment Agreements” in this Proxy Statement). Included in each employment agreement are provisions regarding termination of employment, including termination in connection with a change in control of the Company, as set forth below. Each NEO’s employment agreement also contains a one-year post-employment non-compete and a perpetual non-disclosure obligation.
In
Mr. Sook
Pursuant to the Prior Sook Employment Agreement, through February 28, 2023, in the event of Mr. Carter’s termination of Mr. Sook’s employment (x) by the Company upon a change in control (consolidation, merger or comparable transaction), (y) by the NEO for Good Reason or (z) any other reason other than for Cause, in each case, subject to Mr. Sook’s continued compliance with certain restrictive covenant obligations, Mr. Sook was eligible to receive (i) all accrued and unpaid base salary as of the date of termination, (ii) an amount reflecting all accrued but unused vacation, (iii) any earned but unpaid annual bonus for years preceding the year of termination, (iv) the sum of 200% of Mr. Sook’s base salary in effect on the date of termination, plus target bonus equal to 200% of Mr. Sook’s base salary in effect on the date of termination payable in lump sum, and (v) an additional lump sum payment equal to $20,800. In addition, in the event Mr. Sook’s employment was terminated for any reason other than (i) by the Company for Cause or (ii) by Mr. Sook without Good Reason, all equity (including, but not limited to, any time-based and performance-based RSUs, stock options and/or stock appreciation rights) previously granted or awarded to him by the Company prior to his termination would have become immediately and fully vested without further action by either Mr. Carter’sSook or the Company (the “Sook Equity Treatment”).
Pursuant to the 2022 Sook Employment Agreement, effective as of March 1, 2023, in the event of termination of Mr. Sook’s employment for any reason, subject to Mr. Sook’s continued compliance with certain restrictive covenant obligations, Mr. Sook is eligible to receive (i) all accrued and unpaid base salary as of the date of termination, (ii) an amount reflecting all accrued but unused vacation, (iii) any earned but unpaid annual bonus for years preceding the year of termination, and (iv) the sum of 200% of Mr. Sook’s base salary in effect on the date of termination, plus target bonus equal to 200% of Mr. Sook’s base salary in effect on the date of termination, plus an additional lump sum $29,000. In addition, in the event Mr. Sook’s employment is terminated for any reason other than (i) by the Company for Cause or (ii) by Mr. Sook without Good Reason, Mr. Sook is entitled to the Sook Equity Treatment.
Mr. Carter, Ms. Gliha and Mr. Alford
Pursuant to the employment agreements with Mr. Carter, Ms. Gliha and Mr. Alford, in the event of the NEO’s termination of employment in connection with a Change in Control (as such terms are defined in his employment agreement))(x) by the NEO for Good Reason or (y) any other reason other than for Cause or due to Mr. Carter’s resignation with Good Reason (as defineddeath or disability, in his employment agreement),each case, subject to Mr. Carter’sthe NEO’s execution and non-revocation of a release of claims in favor of the Company and Mr. Carter’sthe NEO’s continued compliance with the restrictive covenants set forth in the Employment Agreement, Mr. Carterrespective employment agreement, the NEO will be eligible to receive severance payments consisting of (i) an amount equal to 12-months hisof the NEO’s then-current annual base salary, in each case, payable in a lump sum within 60 days of such termination of employment, (ii) a prorated portionannual bonus based on (A)(a) actual Company performance if such termination is by the Company for any reason other than for Cause (excluding for Good Reason), or (b) Mr. Carter’sthe NEO’s target bonus opportunity if such termination is by Mr. Carterthe NEO for Good Reason, and (iii) an additional lump sum payment equal to $20,800. The$20,800 with respect to Messrs. Carter and Alford and $29,000 with respect to Ms. Gliha. Their employment agreementagreements also providesprovide that if Mr. Carter’sNEO’s employment is terminated due to his death or disability, Mr. Carterthe NEO will be eligible to receive his or her earned but unpaid annual bonus for the year prior to the year of such termination, as well as payment of a prorated portion of his annual bonus for the year of such termination based on actual performance.
Under
Nexstar Media Group, Inc. | 73 | 2023 Proxy Statement |
Compensation Discussion and Analysis
Mr. Compton; Ms. Zimmer
Pursuant to Mr. Compton’s and Ms. Zimmer’s employment agreements, in the termsevent of Mr. Carter’s previoustermination of the NEO’s employment agreement dated January 1, 2017, Mr. Carter’s(x) by the Company upon a change in control (consolidation, merger or comparable transaction), (y) by the NEO for Good Reason or (z) any other reason other than for Cause or due to death or disability, in eachcase, subject to a release of claims and continued compliance with certain restrictive covenant obligations, the NEO is eligible to receive his base salary for 2020 was $850,000 and he was eligiblea period of one year, plus an additional lump sum payment equal to earn a targeted annual bonus of up to seventy-five percent (75%) of his annual base salary for 2020.$20,800.“
“
Cause” is defined in Mr. Carter’sall NEO employment agreementagreements as any of the following activities by Mr. Carter:the NEO: (i) his conviction for a felony or a crime involving moral turpitude or the commission of any act involving dishonesty, disloyalty or fraud with respect to the Company or any of its subsidiaries or affiliates;affiliates; (ii) substantial repeated failure to perform material job duties which are reasonably directed by the Board of Directors and, for the agreements with NEOs other than the Chief Executive Officer, or the Board of DirectorsChief Executive Officer, and which are consistent with the terms of the employment agreement and position with the Company;Company; (iii) gross negligence or willful misconduct with respect to the Company or any of its subsidiaries or affiliates, in each instance which has caused or is reasonably likely to cause material harm to the Company;Company; or (iv) any other material breach by Mr. Carterthe NEO of a material provision of the employment agreement, which is not cured within thirty (30) days after written notice thereof from the Company.
“Good Reason” is defined in Mr. Carter’sall NEO employment agreementagreements as any of the following events: (i) a material reduction in Mr. Carter’sthe NEO’s duties, responsibilities, authority, or position; (ii) a material breach by the Company of a material provision of the NEO’s employment agreement, which has not been cured by the Company within thirty (30) days after Mr. Carterthe NEO gives written notice of noncompliance to the Company; (iii) with respect to the Prior Sook Employment Agreement and the 2022 Sook Employment Agreement only, any reduction or (iii)decrease in Mr. Sook’s annual base salary or annual target bonus, or any requirement that Mr. CarterSook report to someone other than the Board of Directors; (iv) with respect to the Prior Sook Employment Agreement, the 2022 Sook Employment Agreement and Mr. Carter’s and Mr. Alford’s agreements only, any requirement that the NEO relocate or maintain an office more than one hundred (100) miles from Dallas, Texas.Texas; and (v) with respect to the 2022 Sook Employment Agreement only, Sook’s failure to be renominated to the Board by the Company’s Nominating & Governance Committee.
Timothy C. Busch
|
| Death or |
| Termination |
| Termination |
| Termination |
| Upon a Change in Control |
Perry A. Sook |
|
|
|
|
|
|
|
|
|
|
Cash(2) |
| 4,000,000 | (4) | $12,020,800 |
| $12,020,800 |
| $— |
| $— |
Restricted stock units(1)(3) |
| — |
| 59,254,831 |
| 59,254,831 |
| — |
| 59,254,831 |
Thomas E. Carter |
|
|
|
|
|
|
|
|
|
|
Cash |
| 1,000,000 | (4) | 2,020,800 | (5) | 2,020,800 | (5) | — |
| — |
Restricted stock units(1)(6) |
| — |
| 7,219,988 |
| — |
| — |
| 7,219,988 |
Lee Ann Gliha |
|
|
|
|
|
|
|
|
|
|
Cash |
| 700,000 | (4) | 1,254,000 | (5) | 1,254,000 | (5) | — |
| — |
Restricted stock units(1)(6) |
| — |
| 2,231,633 |
| — |
| — |
| 2,231,633 |
Andrew Alford |
|
|
|
|
|
|
|
|
|
|
Cash |
| 637,500 | (4) | 1,295,800 | (5) | 1,295,800 | (5) | — |
| — |
Restricted stock units(1)(6) |
| — |
| 3,150,540 |
| — |
| — |
| 3,150,540 |
Sean Compton |
|
|
|
|
|
|
|
|
|
|
Cash(7) |
| — |
| 680,800 |
| 680,800 |
| — |
| — |
Restricted stock units(1)(6) |
| — |
| 3,938,175 |
| — |
| — |
| 3,938,175 |
Dana Zimmer |
|
|
|
|
|
|
|
|
|
|
Cash(7) |
| — |
| 795,800 |
| 795,800 |
| — |
| — |
Restricted stock units(1)(6) |
| — |
| 3,938,175 |
| — |
| — |
| 3,938,175 |
Mr. Busch is employed
Nexstar Media Group, Inc. | 74 | 2023 Proxy Statement |
Compensation Discussion and Analysis
“Cause” is defined in Mr. Busch’s employment agreement as any of the following activities by Mr. Busch: (i) his conviction for a felony or a crime involving moral turpitude or the commission of any act involving dishonesty, disloyalty or fraud with respectlump sum payment equal to the Company or any of its subsidiaries or affiliates, in each instance which has caused or is reasonably likely to cause material harm to the Company; (ii) substantial repeated failure to perform duties which are reasonably directed by the Chief Executive Officer or the Board of Directors and which are consistent with the terms of the employment agreement and position with the Company; (iii) gross negligence or willful misconduct with respect to the Company or any of its subsidiaries or affiliates, in each instance which has caused or is reasonably likely to cause material harm to the Company; or (iv) any other material breach by Mr. Busch of a material provision of the employment agreement, which is not cured within thirty (30) days after written notice thereof from the Company.
“Good Reason” is defined in Mr. Busch’s employment agreement as any of the following events: (i) a material reduction in Mr. Busch’s duties or position; or (ii) a material breach by the Company of a material provisions of the employment agreement which adversely affects Mr. Busch and which has not been cured by the breaching entity within thirty (30) days after Mr. Busch gives written notice of noncompliance to the Company.
Gregory R. Raifman
Mr. Raifman was employed as President of Nexstar Digital LLC under an employment agreement with Nexstar dated April 1, 2017. The term of the agreement expired on March 31, 2021. Under the agreement, Mr. Raifman’s base salary is $625,000 from April 1, 2017 to March 31, 2018, $650,000 from April 1, 2018 to March 31, 2019, $675,000 from April 1, 2019 to March 31, 2020, and $700,000 thereafter. After the end of each of our fiscal year during the term of this Agreement, Mr. Raifman was entitled to receive an annual bonus, in an amount, if any, up to one hundred percent (100%) of his annual base salary in effect at the end of that fiscal year (or in excess of such amount, as the CEO, with the approval of the Compensation Committee of the Company’s board of directors may determine is appropriate in their sole discretion), pro-rated for any partial fiscal year during which he is employed by the Company pursuant to the agreement detailed above, to be determined by the CEO, with the approval of the Compensation Committee, based on, among other things, whether the Company achieved the budgeted revenue and profit goals and any specific non-financial goals for such fiscal year. Mr. Raifman’s employment agreement also includes a bonus matrix that specify his cash incentives based on the level of achievement of his financial and non-financial goals, as follows:
|
|
| ||
Nexstar Media Group, Inc. | 75 |
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| |
|
| |||
|
| |||
|
| |||
|
| |||
|
|
| ||
|
| |||
|
| |||
|
| |||
|
|
Compensation Discussion and Analysis
On March 31, 2021, Mr. Raifman’s employment agreement with the Company ended and was not renewed.
Dana Zimmer
Ms. Zimmer is employed as Executive Vice President, Chief Distribution and Strategy Officer under an employment agreement with Nexstar dated September 5, 2019. The term of the agreement expires on September 18, 2023 and automatically renews for successive one-year periods unless either party notifies the other of its intention not to renew the agreement. Under the agreement, Ms. Zimmer’s base salary is $700,000 from September 19, 2019 to September 18, 2020, $725,000 from September 19, 2020 to September 18, 2021, $750,000 from September 19, 2021 to September 18, 2022, and $775,000 thereafter. After the end of each of our fiscal year during the term of her employment agreement, Ms. Zimmer will be entitled to receive an annual bonus, in an amount, if any, up to one hundred percent (100%) of her annual base salary in effect at the end of that fiscal year (or in excess of such amount, as the Chief Executive Officer, with the approval of the Compensation Committee of the Company’s board of directors may determine is appropriate), pro-rated for any partial fiscal year during which she is employed by the Company pursuant to the agreement detailed above, to be determined by the Chief Executive Officer, with the approval of the Compensation Committee, based on, among other things, whether the Company achieved the budgeted revenue and profit goals for such fiscal year. In the event of termination upon a change of control or for reasons other than cause, if Ms. Zimmer resigns for good reason, or upon Ms. Zimmer’s termination by the Company or Ms. Zimmer for any reason in connection with a consolidation, merger or comparable transaction involving the Company, Ms. Zimmer is eligible to receive her base salary for a period of one year, plus an additional $20,800. The definitions of “Cause” and “Good Reason” in Ms. Zimmer’s employment agreement are the same as set forth in Mr. Busch’s employment agreement.
COMPENSATION OF NAMED EXECUTIVE OFFICERS
The following table sets forth information that summarizes compensation for the years ended December 31, 2020, 2019 and 2018 for our Named Executive Officers.
|
| Year |
|
| Salary ($) |
|
| Bonus ($) |
|
| Stock Awards(3)(4) ($) |
|
| Option Awards ($) |
|
| All Other Compensation(6) ($) |
|
| Total ($) |
| |||||||
Perry A. Sook |
|
| 2020 |
|
| $ | 1,746,635 |
|
| $ | 3,500,000 |
|
| $ | 18,306,887 |
|
| $ | — |
|
| $ | 10,742 |
|
|
| 23,564,264 |
|
Chief Executive Officer and |
|
| 2019 |
|
|
| 1,614,578 |
|
|
| 3,250,000 |
|
|
| 11,483,498 |
|
|
| — |
|
|
| 17,621 |
|
|
| 16,365,697 |
|
Director |
|
| 2018 |
|
|
| 1,500,000 |
|
|
| 3,000,000 |
|
|
| 10,068,856 |
|
|
| — |
|
|
| 18,220 |
|
|
| 14,587,076 |
|
Thomas E. Carter |
|
| 2020 |
|
|
| 862,694 |
|
|
| 618,750 |
|
|
| 7,729,516 |
|
|
| — |
|
|
| 18,777 |
|
|
| 9,229,737 |
|
President, Chief Operating Officer and |
|
| 2019 |
|
|
| 797,562 |
|
|
| 1,200,000 |
|
|
| 2,529,568 |
|
|
| — |
|
|
| 19,591 |
|
|
| 4,546,721 |
|
Chief Financial Officer |
|
| 2018 |
|
|
| 774,579 |
|
|
| 1,160,000 |
|
|
| 3,356,285 |
|
|
| — |
|
|
| 17,959 |
|
|
| 5,308,823 |
|
Timothy C. Busch(1) |
|
| 2020 |
|
|
| 738,942 |
|
|
| 520,000 |
|
|
| 1,059,980 |
|
|
| — |
|
|
| 15,266 |
|
|
| 2,334,188 |
|
President, Broadcasting and |
|
| 2019 |
|
|
| 723,471 |
|
|
| 1,000,000 |
|
|
| 2,023,655 |
|
|
| — |
|
|
| 12,522 |
|
|
| 3,759,648 |
|
Nexstar Media Inc. |
|
| 2018 |
|
|
| 678,077 |
|
|
| 700,000 |
|
|
| 3,356,285 |
|
|
| — |
|
|
| 10,946 |
|
|
| 4,745,308 |
|
Gregory R. Raifman(2) |
|
| 2020 |
|
|
| 693,077 |
|
|
| 700,000 |
|
|
| 794,985 |
|
|
| — |
|
|
| 15,466 |
|
|
| 2,203,528 |
|
President, Nexstar |
|
| 2019 |
|
|
| 673,069 |
|
|
| 500,000 |
|
|
| 1,517,741 |
|
|
| — |
|
|
| 11,524 |
|
|
| 2,702,334 |
|
Digital LLC |
|
| 2018 |
|
|
| 643,269 |
|
|
| 500,000 |
|
|
| 2,349,400 |
|
|
| — |
|
|
| 11,015 |
|
|
| 3,503,684 |
|
Dana Zimmer(5) |
|
| 2020 |
|
|
| 706,250 |
|
|
| 725,000 |
|
|
| 529,990 |
|
|
| — |
|
|
| 8,978 |
|
|
| 1,970,218 |
|
Executive Vice President and |
|
| 2019 |
|
|
| 203,995 |
|
|
| 197,534 |
|
|
| 975,127 |
|
|
| — |
|
|
| 363 |
|
|
| 1,377,019 |
|
Chief Distribution and Strategy Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)On June 1, 2021, Mr. Busch will retire from his position at Nexstar.
|
|
|
|
|
|
|
|
|
|
|
| Year |
|
| Automobile Allowance(a) ($) |
|
| Life Insurance Premiums(b) ($) |
|
| Company Contributions to 401(k) Plans ($) |
|
| Miscellaneous(c) ($) |
|
| Total ($) |
| ||||||
Perry A. Sook |
|
| 2020 |
|
| $ | 4,961 |
|
| $ | 4,000 |
|
|
| 1,781 |
|
| $ | — |
|
| $ | 10,742 |
|
|
|
| 2019 |
|
|
| 4,691 |
|
|
| 3,806 |
|
|
| 9,124 |
|
|
| — |
|
|
| 17,621 |
|
|
|
| 2018 |
|
|
| 6,448 |
|
|
| 3,604 |
|
|
| 8,168 |
|
|
| — |
|
|
| 18,220 |
|
Thomas E. Carter |
|
| 2020 |
|
|
| 9,000 |
|
|
| 1,227 |
|
|
| 8,550 |
|
|
| — |
|
|
| 18,777 |
|
|
|
| 2019 |
|
|
| 9,000 |
|
|
| 2,191 |
|
|
| 8,400 |
|
|
| — |
|
|
| 19,591 |
|
|
|
| 2018 |
|
|
| 9,000 |
|
|
| 2,416 |
|
|
| 6,543 |
|
|
| — |
|
|
| 17,959 |
|
Timothy C. Busch |
|
| 2020 |
|
|
| 6,824 |
|
|
| 800 |
|
|
| 7,642 |
|
|
| — |
|
|
| 15,266 |
|
|
|
| 2019 |
|
|
| 3,824 |
|
|
| 1,429 |
|
|
| 7,269 |
|
|
| — |
|
|
| 12,522 |
|
|
|
| 2018 |
|
|
| 4,113 |
|
|
| 1,576 |
|
|
| 4,938 |
|
|
| 319 |
|
|
| 10,946 |
|
Gregory R. Raifman |
|
| 2020 |
|
|
| 9,000 |
|
|
| 1,227 |
|
|
| 4,039 |
|
|
| 1,200 |
|
|
| 15,466 |
|
|
|
| 2019 |
|
|
| 9,000 |
|
|
| 1,324 |
|
|
| — |
|
|
| 1,200 |
|
|
| 11,524 |
|
|
|
| 2018 |
|
|
| 9,000 |
|
|
| 815 |
|
|
| — |
|
|
| 1,200 |
|
|
| 11,015 |
|
Dana Zimmer |
|
| 2020 |
|
|
| — |
|
|
| 428 |
|
|
| 8,550 |
|
|
| — |
|
|
| 8,978 |
|
|
|
| 2019 |
|
|
| — |
|
|
| 363 |
|
|
| — |
|
|
| — |
|
|
| 363 |
|
|
|
|
|
|
|
2020 GRANTS OF PLAN-BASED AWARDS
The following table sets forth information concerning grants of plan-based awards made to each of our Named Executive Officers during the year ended December 31, 2020:
|
| Grant Date |
| All Other Stock Awards: Number of Shares of Stock or Units (Performance-Based) (#) |
|
| All Other Stock Awards: Number of Shares of Stock or Units (Time-Based) (#) |
|
| Grant Date Fair Value of Stock Awards ($)(1) |
| |||
| 1/15/2020 |
|
| 83,333 |
|
|
| 62,500 |
|
| $ | 18,306,887 |
| |
Thomas E. Carter |
| 4/10/2020 |
|
| 10,000 |
|
|
| 10,000 |
|
|
| 1,059,980 |
|
|
| 9/25/2020 |
|
| 37,500 |
|
|
| 37,500 |
|
|
| 6,669,536 |
|
Timothy C. Busch |
| 4/10/2020 |
|
| 10,000 |
|
|
| 10,000 |
|
|
| 1,059,980 |
|
Gregory R. Raifman |
| 4/10/2020 |
|
| 7,500 |
|
|
| 7,500 |
|
|
| 794,985 |
|
Dana Zimmer |
| 4/10/2020 |
|
| — |
|
|
| 10,000 |
|
|
| 529,990 |
|
|
|
The restricted stock units awarded to Mr. Sook in 2020 were approximately 43% time-based and approximately 57% were performance-based. The restricted stock units granted to Messrs. Carter, Busch and Raifman in 2020 were 50% time-based and 50% were performance-based. The restricted stock units granted to Ms. Zimmer in 2020 were all time-based and vest annually over four years. All restricted stock units granted to our NEOs in 2020 vest in full immediately upon a Change in Control (as defined in the 2012, 2015 and 2019 Long-Term Incentive Plans). In all instances, there is no additional payment, or upside, above and beyond the target number of units awarded for exceeding the specific operating metric threshold.
Mr. Sook’s performance-based stock award in January 2020 may vest in full on January 15, 2022 if the total shareholder return of the Company is at or above the 65th percentile of the compensation peer group (as defined in Mr. Sook’s amended employment agreement) performance. The measurement period for Mr. Sook’s 2020 performance-based stock award is the last full trading day preceding December 25, 2019 through the last full trading day preceding December 25, 2021. If the performance metric is not achieved, the Compensation Committee may, in its sole discretion based on an analysis of all relevant factors, authorize the vesting of up to 90% of the stock award. The time-based stock awards granted to Mr. Sook in 2020 vest in annual installments over a three-year period from the date of grant, in line with the length of his employment agreement.
Mr. Carter’s performance-based stock award on April 10, 2020 may vest at an annual tranche over four years if the two-year growth rate (used to adjust for cyclicality of political advertising revenue) of the Company’s EBITDA or net revenue exceeds the median growth rate of the compensation peer group. If neither metric equal or exceed the median of the peer group, then the executive will forfeit that particular tranche of the initial grant. The 2,500 restricted stock units scheduled to vest on April 10, 2021 under this performance-based award vested in full as the performance metric was met. The two-year growth rate (used to adjust for cyclicality of political advertising revenue) of the Company’s EBITDA and net revenue for fiscal year 2020 exceeded the median growth rate of the compensation peer group by approximately 31% and 50%, respectively. The time-based stock awards granted to Mr. Carter in April 2020 vest in annual installments over a four-year period from the date of grant.
Mr. Carter’s performance-based restricted stock units granted on September 25, 2020 may vest at an annual tranche over three years, consistent with the length of his employment agreement, if the total shareholder return for each such preceding calendar year equals or exceeds the midpoint of the Company’s total shareholder return peer group (as defined in Mr. Carter’s employment agreement). If the total shareholder return does not equal or exceed the midpoint of the TSR Peer Group, then the executive will forfeit that particular tranche of the initial grant. The time-based stock awards granted to Mr. Carter in September 2020 vest in annual installments over a three-year period from the date of grant.
Mr. Busch’s performance-based stock award in April 2020 may vest at an annual tranche over four years if the growth rate of the Company’s broadcasting operations exceeds the peer group average as reported by a recognized independent reporting agency. If the metric does not equal or exceed the peer group average, then the executive will forfeit that particular tranche of the initial grant. The 2,500 restricted stock units scheduled to vest on April 10, 2021 under this performance-based award vested in full as the performance metric was met. The growth rate of the Company’s broadcasting operations for fiscal year 2020 exceeded the peer group average, as reported by a recognized independent reporting agency, by approximately 4%. The time-based stock awards granted to Mr. Busch in 2020 vest in annual installments over a four-year period from the date of grant. Mr. Busch will be resigning from his position at Nexstar effective June 1, 2021, thus, all unvested restricted stock units granted in 2020 and prior will be forfeited as of this date.
On March 31, 2021, Mr. Raifman’s employment agreement ended and was not renewed, thus, all unvested restricted stock units granted to Mr. Raifman during 2020 and prior were forfeited as of this date.
2020 OUTSTANDING EQUITY AWARDS AT YEAR-END
The following table sets forth information as of December 31, 2020 concerning outstanding equity awards held by our Named Executive Officers listed in the Summary Compensation Table.
|
| Option Awards |
|
| Stock Awards |
| ||||||||||||||||||||
|
| Number of Securities Underlying Unexercised Options (#) Exercisable |
|
| Number of Securities Underlying Unexercised Options (#) Unexercisable |
|
|
| Option Exercise Price ($) |
|
| Option Expiration Date(1) |
|
| Number of Shares or Units of Stock That Have Not Vested (#) |
|
|
| Market Value of Shares or Units That Have Not Vested(2) ($) |
| ||||||
Perry A. Sook |
|
| 1,000,000 |
|
|
| — |
|
|
| $ | 9.60 |
|
| 9/11/2022 |
|
|
| — |
|
|
| $ | — |
| |
|
|
| 200,000 |
|
|
| — |
|
|
|
| 47.11 |
|
| 1/14/2025 |
|
|
| — |
|
|
|
| — |
| |
|
|
| — |
|
|
| — |
|
|
|
| — |
|
|
| — |
|
|
| 351,042 |
| (3) |
|
| 38,330,276 |
|
Thomas E. Carter |
|
| 75,000 |
|
|
| — |
|
|
|
| 46.03 |
|
| 1/15/2024 |
|
|
| — |
|
|
|
| — |
| |
|
|
| — |
|
|
| — |
|
|
|
| — |
|
|
| — |
|
|
| 142,918 |
| (4) |
|
| 15,605,216 |
|
Timothy C. Busch |
|
| 25,000 |
| (8) |
| — |
|
|
|
| 46.03 |
|
| 1/15/2024 |
|
|
| — |
|
|
|
| — |
| |
|
|
| — |
|
|
| — |
|
|
|
| — |
|
|
| — |
|
|
| 64,168 |
| (5) |
|
| 7,006,504 |
|
Gregory R. Raifman |
|
| — |
|
|
| — |
|
|
|
| — |
|
|
| — |
|
|
| 50,418 |
| (6) |
|
| 5,505,141 |
|
Dana Zimmer |
|
| — |
|
|
| — |
|
|
|
| — |
|
|
| — |
|
|
| 17,500 |
| (7) |
|
| 1,910,825 |
|
|
|
|
|
|
|
25,000 performance-based restricted stock units vested on March 25, 2021 (awarded on March 15, 2018), as the required performance metric was achieved. The two-year growth rate (used to adjust for cyclicality of political advertising revenue) of the Company’s EBITDA and net revenue for fiscal year 2020 exceeded the median growth rate of the compensation peer group by approximately 31% and 50%, respectively.
|
|
83,333 performance-based restricted stock units was awarded to Mr. Sook on January 15, 2020 and will vest in full on January 15, 2022, if certain performance-based metric was achieved. For additional information, refer to “2020 Grants of Plan-Based Awards” table above.
15,625, 20,833, 25,000 and 25,000 time-based restricted stock units vested on January 15, 2021, January 15, 2021, January 17, 2021 and March 15, 2021, respectively.
15,625 and 20,833 time-based restricted stock units will vest on January 15, 2022.
15,625 and 20,834 time-based restricted stock units will vest on January 15, 2023.
|
|
8,334, 3,125 and 2,500 performance-based restricted stock units vested on March 15, 2021 (awarded on March 15, 2018), March 20, 2021 (awarded on March 20, 2019) and April 10, 2021 (awarded on April 10, 2020), respectively, as the required performance metric was achieved. The two-year growth rate (used to adjust for cyclicality of political advertising revenue) of the Company’s EBITDA and net revenue for fiscal year 2020 exceeded the median growth rate of the compensation peer group by approximately 31% and 50%, respectively. 3,125 performance-based restricted stock units will vest on each of March 20, 2022 and 2023 and 2,500 performance-based restricted stock units will vest on each of April 10, 2022, 2023 and 2024, if the same performance metric is achieved as of each vesting dates.
12,500 performance-based restricted stock units will vest on each of September 25, 2021, 2022 and 2023, if the total shareholder return for each respective preceding calendar year equals or exceeds the
|
12,500, 8,334, 3,125 and 2,501 time-based restricted stock units vested on January 17, 2021, March 15, 2021, March 20, 2021 and April 10, 2021, respectively.
3,125 time-based restricted stock units will vest on each March 20, 2022 and 2023.
2,499, 2,501 and 2,499 time-based restricted stock units will vest on April 10, 2022, 2023 and 2024, respectively.
12,500 time-based restricted stock units will vest on each September 25, 2021, 2022 and 2023.
|
|
8,334, 2,500 and 2,500 performance-based restricted stock units vested on March 15, 2021, March 20, 2021 and April 10, 2021, respectively, as the required performance metric was achieved. The growth rate of the Company’s broadcasting operations for fiscal year 2020 exceeded the peer group average, as reported by a recognized independent reporting agency, by approximately 4%.
12,500, 8,334, 2,500 and 2,500 time-based restricted stock units vested on January 17, 2021, March 15, 2021, March 20, 2021 and April 10, 2021, respectively.
On June 1, 2021, Mr. Busch resigned from his position at Nexstar, thus, the remaining 25,000 unvested restricted stock units (performance-based and time-based) were forfeited as of this date.
|
|
5,834 and 1,875 performance-based restricted stock units vested on March 15, 2021 and March 20, 2021, respectively, as the required performance metric was achieved. For the fiscal year 2020, Nexstar Media Inc.’s digital division EBITDA was 154% higher than budget, exceeding the minimum requirement of 90% of EBITDA budget.
5,834 and 1,875 time-based restricted stock units vested on March 15, 2021 and March 20, 2021, respectively.
On March 31, 2021, Mr. Raifman’s employment agreement ended and was not renewed, thus, the remaining 35,000 unvested restricted stock units (performance-based and time-based) were forfeited as of this date.
|
|
2,500 restricted stock units will vest on each September 19, 2021, 2022 and 2023.
2,500 restricted stock units vested on April 10, 2021. Also, 2,500 restricted stock units will vest on each April 10, 2022, 2023 and 2024.
|
|
2020 OPTION EXERCISES AND VESTED STOCK AWARDS
The following table sets forth information concerning option exercises and stock awards vested for each of our Named Executive Officers listed in the Summary Compensation Table during the year ended December 31, 2020:
|
| Option Awards |
|
| Stock Awards |
| ||||||||||
|
| Number of Shares Acquired on Exercise (#) |
|
| Value Realized on Exercise(1) ($) |
|
| Number of Shares Acquired on Vesting (#) |
|
| Value Realized On Vesting(2) ($) |
| ||||
Perry A. Sook |
|
| — |
|
| $ | — |
|
|
| 90,625 |
|
| $ | 8,433,375 |
|
Thomas E. Carter |
|
| 46,337 |
|
|
| 5,466,376 |
|
|
| 35,416 |
|
|
| 2,997,937 |
|
Timothy C. Busch |
|
| 25,000 |
|
|
| 1,678,285 |
|
|
| 34,166 |
|
|
| 2,935,375 |
|
Gregory R. Raifman |
|
| — |
|
|
| — |
|
|
| 20,208 |
|
|
| 1,130,231 |
|
Dana Zimmer |
|
| — |
|
|
| — |
|
|
| 2,500 |
|
|
| 237,825 |
|
|
|
|
|
The number of Class A common stock shares acquired by Mr. Sook in 2020 from vesting of restricted stock units included 25,000 shares that are performance-based and 65,625 shares that are time-based. The number of Class A common stock shares acquired by Mr. Carter in 2020 from vesting of restricted stock units included 11,458 shares that are performance-based and 23,958 shares that are time-based. The performance-based metrics for both Mr. Sook and Mr. Carter were met. The two-year growth rate (used to adjust for cyclicality of political advertising revenue) of the Company’s EBITDA and net revenue for fiscal year 2019 exceeded the median growth rate of the compensation peer group by approximately 2% and 2%, respectively.
The number of Class A common stock shares acquired by Mr. Busch in 2020 from vesting of restricted stock units included 10,833 shares that are performance-based and 23,333 shares that are time-based. The performance-based metrics for Mr. Busch was met. The growth rate of the Company’s broadcasting operations for fiscal 2019 exceeded the peer group average, as reported by a recognized independent reporting agency, by approximately 2%.
The 20,208 Class A common stock shares acquired by Mr. Raifman in 2020 from vesting of restricted stock units are all time-based. There were no performance-based restricted stock units vested for Mr. Raifman in 2020. The 2,500 Class A common stock shares acquired by Ms. Zimmer in 2020 from vesting of restricted stock units were all time-based.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Each of our Named Executive Officers has entered into an employment agreement with the Company (see “Employment Agreements” in this Proxy Statement). Included in each employment agreement are provisions regarding termination of employment, including a change in control of the Company. The circumstances that would result in the payment of severance compensation and other benefits under the employment agreements are identical for each of our Named Executive Officers.
As defined in the employment agreements, there are three different circumstances that would result in the payment of severance compensation, each as defined or referenced in the employment agreements (see also “Employment Agreements” in this Proxy Statement), as follows: (1) a termination by the Company or the executive for any reason upon consolidation, merger or comparable transaction involving the Company; (2) termination by the Company for reasons other than cause; and (3) resignation by the Named Executive Officer with good reason.
In the event of termination for any of the above reasons, as defined in the employment agreements, each Named Executive Officer is eligible to receive his base salary for a period of one year (except for Mr. Sook who would receive two years base salary plus two years target bonus). In addition, upon a termination without Cause or due to the Named Executive Officer’s death or disability at any time following a Change in Control of the Company, all then-outstanding equity-based awards will immediately become vested and exercisable (as applicable) as of the date of the Named Executive Officer’s termination to the extent the Named Executive Officer’s outstanding equity-based awards do not automatically accelerate upon a Change in Control.
The following table sets forth potential payments to our Named Executive Officers under their employment agreements and pursuant to their equity award agreements, for various circumstances involving the termination of employment of our Named Executive Officers or change in control of the Company, assuming a December 31, 2020 termination date.
|
| Death or Disability ($) |
|
| Termination for any Reason Upon a Change in Control, Termination Without Cause / With Good Reason ($) |
|
| Termination With Cause / Without Good Reason ($) |
|
| Upon a Change in Control |
| ||||
Perry A. Sook |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
| $ | — |
|
| $ | 10,520,800 |
|
| $ | — |
|
| $ | — |
|
Restricted stock units(1)(2) |
|
| — |
|
|
| 38,330,276 |
|
|
| — |
|
|
| 38,330,276 |
|
Thomas E. Carter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
| — |
|
|
| 1,639,550 |
|
|
| — |
|
|
| — |
|
Restricted stock units(1)(2) |
|
| — |
|
|
| 15,605,216 |
|
|
| — |
|
|
| 15,605,216 |
|
Timothy C. Busch |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
| — |
|
|
| 770,800 |
|
|
| — |
|
|
| — |
|
Restricted stock units(1)(2)(3) |
|
| — |
|
|
| 7,006,504 |
|
|
| — |
|
|
| 7,006,504 |
|
Gregory R. Raifman |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
| — |
|
|
| 720,800 |
|
|
| — |
|
|
| — |
|
Restricted stock units(1)(2)(4) |
|
| — |
|
|
| 5,505,141 |
|
|
| — |
|
|
| 5,505,141 |
|
Dana Zimmer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
| — |
|
|
| 745,800 |
|
|
| — |
|
|
| — |
|
Restricted stock units(1)(2) |
|
| — |
|
|
| 1,910,825 |
|
|
| — |
|
|
| 1,910,825 |
|
|
|
|
|
|
|
|
|
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the total annual compensation of our median employee and the total annual compensation of our President and Chief Executive Officer for 2020:2022:
The total annual compensation of the median employee identified at our Company, other than our Chief Executive Officer, was $59,240$57,229 using the definition of total annual compensation in accordance with Item 402(c)(2)(viii)(x) under the Securities Act of 1933.
As indicated in the Summary Compensation Table above, our Chief Executive Officer’s annual total compensation was $23,564,264,$39,318,892, using the same definition of total annual compensation we used to calculate the median employee’s total annual compensation.
The ratio of the annual total compensation of our president and Chief Executive Officer to the total annual compensation of our median employee was 398687 to 1.
In order to identify the median employee for 2020,2022, the following were considered:
We selected November 27, 202025, 2022 as the date on which to determine our median employee, which is a date within the last three months of 2020.
We included all 12,08412,953 of our full-time, part-time and temporary workers employed on November 27, 202025, 2022 to determine our employee population, all located in the United States.
We identified the median employee on the basis of our employee population’s gross taxable compensation and wages, as compiled from our payroll records. No adjustments were applied for purposes of determining the median employee, such as employees who were only employed for only part of the year or on unpaid leave of absence at some point during the year. We selected base salary and base wages as base pay represents the principal form of compensation delivered to all of our employees and this information is readily available. We believe these pay components reasonably reflect the annual compensation of our employees.
The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Nexstar Media Group, Inc. | 76 | 2023 Proxy Statement |
Compensation Discussion and Analysis
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and with Item 402(v) of Regulation S-K, we provide the following disclosure regarding “executive compensation actually paid” (CAP), calculated in accordance with the SEC rules, and certain Company performance for the years listed below.
This disclosure was prepared in accordance with the requirements of Item 402(v) and does not necessarily reflect the value actually realized by our executives, how our executives’ compensation relates to Company performance, or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. For example, the Compensation Committee does not use CAP as a basis for making compensation decisions, nor does it use net income (as reflected below) for purposes of determining our executive’s incentive compensation. Please refer to our Compensation Discussion and Analysis for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its compensation decisions.
The information provided under this Pay versus Performance section will not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates it by reference.
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|
|
|
| Value of Initial Fixed $100 Investment Based On: |
|
| |
Year | Summary | Compensation | Average Summary | Average | Total | Peer Group | After Tax | Adjusted |
2022 | $39,318,892 | $44,590,917 | $2,405,595 | $3,205,364 | $159 | $66 | $944 | $2,223 |
2021 | $21,145,853 | $36,963,649 | $2,395,200 | $4,041,589 | $135 | $89 | $830 | $1,905 |
2020 | $23,564,264 | $17,368,770 | $3,934,418 | $3,771,789 | $95 | $88 | $808 | $1,996 |
2022 | 2021 | 2020 |
Thomas E. Carter | Thomas E. Carter | Thomas E. Carter |
Lee Ann Gliha | Lee Ann Gliha | Timothy C. Bush(4) |
Andrew Alford | Andrew Alford | Gregory R. Raifman(5) |
Sean Compton | Sean Compton | Dana Zimmer |
Dana Zimmer | Dana Zimmer |
|
| PEO |
| Non-PEO NEOs | ||||
Year | 2022 | 2021 | 2020 |
| 2022 | 2021 | 2020 |
Summary Compensation Table | $39,318,892 | $21,145,853 | $23,564,264 |
| $2,405,595 | $2,395,200 | $3,934,418 |
Less: Grant date fair value of equity awards made during the applicable year and unvested at applicable year end | (33,308,029) | (15,510,127) | (18,306,887) |
| (927,756) | (1,131,540) | (2,528,617) |
Plus: Year-end fair value of equity awards made during the applicable year and unvested at applicable year end | 32,378,979 | 21,697,552 | 15,597,050 |
| 933,377 | 1,167,755 | 3,684,712 |
Change in fair value of equity awards made in prior years and unvested at applicable year end | 3,960,129 | 6,777,536 | (1,424,081) |
| 442,343 | 924,521 | (251,802) |
Change in fair value of equity awards made in prior years and vested during applicable year | 2,240,946 | 2,852,835 | (2,061,576) |
| 351,805 | 685,653 | (844,385) |
Less: Fair value of equity awards made in prior years that are forfeited during applicable year | — | — | — |
| — | — | (222,537) |
Compensation Actually Paid | $44,590,917 | $36,963,649 | $17,368,770 |
| $3,205,364 | $4,041,589 | $3,771,789 |
Nexstar Media Group, Inc. | 77 | 2023 Proxy Statement |
Compensation Discussion and Analysis
The illustrations below provide a graphical description of the relationship between CAP (as calculated in accordance with SEC rules) and the information presented in the Pay versus Performance table.
Compensation Actually Paid and Company Cumulative TSR Compensation Actually Paid (in millions) $60 $45 $30 $15 $- $200 $160 $120 $80 $40 $- 2020 2021 2022 Cumulative TSR (value of initial $100 investment) PEO Average for Non-PEO NEOs Company Cumulative TSR
Compensation Actually Paid and Company Cumulative TSR
mpany Cumulative TSR and Peer Group Cumulative TSR Cumulative TSR (value of initial $100 investment) $200 $160 $120 $80 $40 $- 2019 2020 2021 2022 Company Cumulative TSR Peer Group Cumulative TSR
Company Cumulative TSR and Peer Group Cumulative TSR
Nexstar Media Group, Inc. | 78 | 2023 Proxy Statement |
Compensation Discussion and Analysis
Compensation Actually Paid and Adjusted EBITDA(1) Compensation Actually Paid (in millions) $50 $40 $30 $20 $10 $- 2020 2021 2022 $2,250 $2,100 $1,950 $1,800 $1,650 Adjusted EBITDA (in millions) PEO Average for Non-PEO NEOs Adjusted EBITDA
Compensation Actually Paid and Adjusted EBITDA(1)
mpensation Actually Paid and Net Income(1) Compensation Actually Paid (in millions) $50 $40 $30 $20 $10 $- 2020 2021 2022 $1,000 $900 $800 $700 Net Income (in millions) PEO Average for Non-PEO NEOs Net Income
Compensation Actually Paid and Net Income(1)
Company Selected Measures (“CSM”)
In our assessment, the most important financial performance measures used to link CAP (as calculated in accordance with the SEC rules) to our NEOs in 2022 to our performance was Adjusted EBITDA. For purposes of determining eligibility for annual cash bonus payments and performance vesting under performance-based restricted stock units, the Company uses its calculation of Adjusted EBITDA (which is calculated in a manner consistent with the calculation of EBITDA that is referenced in the employment agreement) which is the primary financial metric it uses in its annual and quarterly earnings releases. AUDIT reconciliation of Adjusted EBITDA to Net Income for the year ended December 31, 2022 can be found on the Company’s Q4 2022 earnings release filed with the SEC on February 28, 2023 (Exhibit 99.1 to Current Report on Form 8-K).
The Company does not consider any performance measures other than Adjusted EBITDA and Net Revenue as the most important performance measures used by us to link CAP to the NEOs to company performance for 2022
Nexstar Media Group, Inc. | 79 | 2023 Proxy Statement |
AUDIT COMMITTEE REPORT
The financial statements of Nexstar Media Group, Inc. (the “Company”) are prepared by management, which is responsible for their objectivity and integrity and their preparation in accordance with accounting principles generally accepted in the United States of America. The Audit Committee has reviewed and discussed with management the audited financial statements and management’s assessment of the effectiveness of internal controls of the Company for the year ended December 31, 2020.2022.
The Audit Committee has discussed with PricewaterhouseCoopers LLP (“PwC”), the independent registered public accounting firm who audited the Company’s December 31, 20202022 financial statements, the matters required to be discussed in Public Company Accounting Oversight Board (“PCAOB”), Auditing Standard No. 16, “Communication with Audit Committees.” Additionally, the Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding communications with the Audit Committee concerning independence and has discussed with them their independence from the Company and its management. Finally, the Audit Committee has considered whether the provision of non-audit services to the Company by PwC is compatible with their independence.
Based on the reviews and discussions, referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements and management’s assessment of the effectiveness of internal controls be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20202022 for filing with the Securities and Exchange Commission.SEC.
Respectfully submitted, |
Geoff Armstrong, Chair |
Dennis J. FitzSimons |
Lisbeth McNabb |
Nexstar Media Group, Inc. | 80 | 2023 Proxy Statement |
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS
In addition to having retainedretaining PwC to audit the financial statements of Nexstar for the years ended December 31, 20202022 and 20192021 and review the financial statements included in Nexstar’s Quarterly Reports on Form 10‑Q during such years, Nexstar retained PwC to provide advice oncertain audit related and tax compliance matters.services as further described in the accompanying table. A representative of PwC is expected to be present at the Annual Meeting and will have the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions of stockholders. PWCPwC has served as the Company’s independent registered public accounting firm since 1997. The aggregate fees, including expenses, billed for professional services incurred by Nexstar and rendered by PwC in the years ended December 31, 20202022 and 20192021 were:
Type of Fees |
| 2022 |
| 2021 |
Audit Fees(1) |
| $3,610,000 |
| $3,496,000 |
Audit Related Fees(2) |
| 572,000 |
| 292,000 |
Tax Fees(3) |
| 807,000 |
| 852,500 |
Total |
| $4,989,000 |
| $4,640,500 |
Type of Fees |
|
| 2020 |
|
|
| 2019 |
|
Audit Fees(1) |
| $ | 3,530,000 |
|
| $ | 5,202,000 |
|
Audit Related Fees(2) |
|
| 532,450 |
|
|
| 4,450 |
|
Tax Fees(3) |
|
| 1,432,000 |
|
|
| 857,500 |
|
All Other Fees(4) |
|
| — |
|
|
| — |
|
Total |
| $ | 5,494,450 |
|
| $ | 6,063,950 |
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The Audit Committee has established policies and procedures for the approval and pre-approval of audit services and permitted non-audit services. The Audit Committee pre-approves all services relating to PwC.
Nexstar Media Group, Inc. | 81 | 2023 Proxy Statement |
In October 2017, our Board of Directors adopted a related partyperson transactions policy. The Board of Directors is responsible for the review and, if appropriate, approval or ratification of “related-person transactions” involving us or our subsidiaries and related persons. Under SEC rules, a related person is a director, nominee for director, executive officer or a beneficial owner of 5% or more of our ordinary shares, and their immediate family members. The Board of Directors has adopted written policies and procedures that apply to any transaction or series of transactions in which we or one of our subsidiaries is a participant, the amount involved exceeds $120,000 and a related person has a direct or indirect material interest.
All employees sign a conflict of interest statement annually, and we require our directors and executive officers to complete annually a directors’ and officers’ questionnaire which requires disclosure of any related-partyrelated-person transactions. As required under SEC rules, transactions that are determined to be directly or indirectly material to the Company or a related person are disclosed in our periodic filings as appropriate.
Under
In 2022, Nexstar had entered a transaction relationship with a company owned by Mr. Sook which provides Nexstar a private aircraft for business travel of Nexstar employees and business guests at a favorable rate. During the NASDAQ Listing Standards, our independent Directors are Messrs. Armstrong, Grossman, Pompadur, Miller, Muse, FitzSimons and McMillen and Mses. McNabb and Aulestia. All ofyear ended December 31, 2022, the committees of the Board of Directors are comprised solely of independent directors.Company incurred $341,335 expense for such services.
Nexstar Media Group, Inc. | 82 | 2023 Proxy Statement |
OTHER INFORMATION
Other Matters
As of the date of this Proxy Statement, the Board of Directors does not intend to present any matter for action at the Annual Meeting other than as set forth in the Notice and Proxy Statement for the Annual Meeting. If any other matters properly come before the meeting, it is intended that the holders of the proxies will act in accordance with their best judgment.
Annual Report to Stockholders
Nexstar’s Annual Report to Stockholders for the year ended December 31, 2020,2022, including Nexstar’s financial statements, management’s assessment of the effectiveness of internal controls and PricewaterhouseCoopers LLP’s report on the financial statements is being mailedavailable electronically with this Proxy Statement but is not part of the proxy solicitation materials. We will mail upon written request, without charge, to each of Nexstar’s stockholders of record as of April 26, 2021.the close of business on [●] [●], 2023, a copy of Nexstar’s Annual Report to Stockholders for the year ended December 31, 2022. Exhibits will be provided at no charge to any stockholder upon written requestrequest. Any such requests should be directed to Nexstar Media Group, Inc., attention: Tom Carter, President, COO andLee Ann Gliha, CFO.
Stockholder Proposals for the 20222024 Annual Meeting of Stockholders
Proposals of stockholders to be presented at the 20222024 Annual Meeting pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended, must be received by us no later than the close of business on January 7, 2022[●] [●], 2024 in order that they may be included in the proxy statement and form of proxy relating to that meeting. Proposals should be addressed to Elizabeth Ryder, Secretary, Nexstar Media Group, Inc., 545 E. John Carpenter Freeway, Suite 700, Irving, TX 75062.
In addition, our By-lawsBylaws require that we be given advance notice of other business that stockholders wish to present for action at an Annual Meeting of Stockholders (other than matters included in our Proxy Statement in accordance with Rule 14a-8), including stockholder nominations for the election to the Board of Directors. Such proposals and nominations for the 2022 Annual Meeting,2024 annual meeting of stockholders, other than those made by or on behalf of the Board of Directors, shall be made by notice in writing delivered or mailed by first class United States mail, postage prepaid, to our executive offices, and received no earlier than February 9, 2022the close of business on [●] [●], 2024 and no later than March 11, 2022.the close of business on [●] [●], 2024. In the event that the 2022 Annual Meeting2024 annual meeting of stockholders is held before May 10, 2022[●] [●], 2024 or after September 7, 2022,[●] [●], 2024, notice to be timely must be so delivered not earlier than the close of business on the 120th day prior to such 2022 Annual Meeting2024 annual meeting of stockholders and not later than the later of the close of business on the 90th day prior to such 2022 Annual Meeting2024 annual meeting of stockholders and the close of business on the 10th day following the day on which the public announcement of the meeting date is made. Our By-lawsBylaws require that such notice contain certain additional information. Copies of the By-lawsBylaws can be obtained without charge by writing our Corporate Secretary at the address shown on the cover of this Proxy Statement.
Any such notice must also comply with the timing, disclosure, procedural and other requirements as set forth in our Bylaws, and, for any stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees, such notice must also include the information required by Rule 14a-19 under the Exchange Act.
Nexstar Media Group, Inc. | 83 | 2023 Proxy Statement |
Cost of Proxy Solicitation and Annual Meeting
The cost of the solicitation of proxies will be borne by us. In addition to the solicitation of proxies by mail,this distribution, certain of our officers and employees, without extra remuneration, may solicit proxies personally, by telephone, mail or facsimile. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of Common Stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.
Householding of Annual Meeting Materials
Some banks, brokers and other nominee record holders may be participating in the practice of “householding” Proxy Statements and Annual Reports.“householding.” This means that only one copy of the Notice or, if applicable, one paper copy of our proxy statement or annual report may have been sent to multiple stockholders in a stockholder’s household. We will promptly deliver a separate copy of the Notice or, if applicable, a separate, paper copy of either document to any stockholder upon written or oral request to Nexstar Media Group, Inc., 545 E. John Carpenter Freeway, Suite 700, Irving, TX 75062, Attention: Tom Carter, President, Chief Operating Officer andLee Ann Gliha, Chief Financial Officer, (972) 373-8800. If any stockholder wants to receive a separate copy of the Notice or, if applicable, separate copies of the Annual Report and Proxy Statement in the future, or if any stockholder is receiving multiple copies and would like to receive only one copy for his or her household, such stockholder should contact his or her bank, broker, or other nominee record holder, or such stockholder may contact us at the above address and telephone number.
Stockholder Communications
The Company has adopted a procedure by which stockholders may send communications, as defined within Item 407(f) of Regulation S-K, as promulgated under the Securities Exchange Act of 1934, as amended, to one or more members of the Board of Directors by writing to such director(s) or to the whole Board of Directors in care of Elizabeth Ryder, Secretary, Nexstar Media Group, Inc., 545 E. John Carpenter Freeway, Suite 700, Irving, TX 75062. Any such communications will be promptly distributed by the Secretary to such individual director(s) or to all directors if addressed to the full Board of Directors.
By Order of the Board of Directors, |
/s/Elizabeth Ryder |
Elizabeth Ryder |
Secretary |
|
Nexstar Media Group, Inc. | 84 | 2023 Proxy Statement |
APPENDIX A
CERTIFICATE
OF
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
NEXSTAR MEDIA GROUP, INC.
The undersigned, being an authorized officer of Nexstar Media Group, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:
FIRST: The name of the Corporation is Nexstar Media Group, Inc.
SECOND: The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on May 17, 2001.
THIRD: The original name of the Corporation was Nexstar Equity Corp.
FOURTH: The Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on April 15, 2013, amended by the Certificate of Amendment filed with the Secretary of State of the State of Delaware on January 17, 2017 and further amended by the Certificate of Amendment No. 2 filed with the Secretary of State of the State of Delaware on June 27, 2022 (as so amended, the “Amended and Restated Certificate of Incorporation”).
FIFTH: The Board of Directors of the Corporation, pursuant to Sections 141, 242 and 245 of the General Corporation Law of the State of Delaware, duly adopted resolutions proposing the Corporation to amend, integrate and restate the Corporation’s Amended and Restated Certificate of Incorporation in its entirety to read as set forth in Exhibit A attached hereto and made a part hereof (the “Second Amended and Restated Certificate of Incorporation”).
SIXTH: The required holders of the Corporation’s issued and outstanding capital stock approved and adopted the Second Amended and Restated Certificate of Incorporation in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware.
*********
Nexstar Media Group, Inc. | 85 | 2023 Proxy Statement |
INWITNESS WHEREOF, the undersigned, for the purpose of amending and restating the Amended and Restated Certificate of Incorporation of the Corporation pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury does hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly has hereunto signed this Second Amended and Restated Certificate of Incorporation this [●] day of [●], 2023.
NEXSTAR MEDIA GROUP, INC.
By:
Name:Elizabeth Ryder
Title:Secretary
Nexstar Media Group, Inc. | 86 | 2023 Proxy Statement |
EXHIBIT A
SECONDAMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
NEXSTAR MEDIA GROUP, INC.
The name of the corporation is Nexstar Media Group, Inc. (hereinafter called the “Corporation”).
SignatureThe address of Shareholder Date: Signaturethe Corporation’s registered office is located at 2711 Centerville Road, Suite 400, in the City of Shareholder Date: Note: Please sign exactlyWilmington, in the County of New Castle, in the state of Delaware. The name of its registered agent at such address is Corporation Service Company.
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”). The Corporation is to have perpetual existence.
The number of authorized shares of Preferred Stock or Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of Preferred Stock or Common Stock voting separately as your namea class shall be required therefor. The Preferred Stock and the Common Stock shall have the rights, preferences and limitations set forth below. Capitalized terms used but not otherwise defined in this Second Amended and RestatedCertificate of Incorporation (this “Certificate of Incorporation”)are defined in Article XII.
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SECTION 11.01 Certain Acknowledgments. In recognition and anticipation that (a) the directors, officers and/or employees of ABRY may serve as directors and/or officers of the Corporation, (b) ABRY and Affiliated Companies thereof engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, and (c) that the Corporation and Affiliated Companies thereof will engage in material business transactions with ABRY and Affiliated Companies thereof and that the Corporation is expected to benefit therefrom, the provisions of this Article XI are set forth to regulate and define the conduct of certain affairs of the Corporation as they may involve ABRY or Affiliated Companies and its officers and directors, and the powers, rights, duties and liabilities of the Corporation and its officers, directors and stockholders in connection therewith.
SECTION 11.02 Competition and Corporate Opportunities. Neither of ABRY or any of its Affiliated Companies shall have any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Corporation or any of its Affiliated Companies, and neither ABRY nor any officer or director thereof (except as provided in Section 11.03 below) shall be liable to the Corporation or its stockholders for breach of any fiduciary duty solely by reason of any such activities of ABRY or any of its Affiliated Companies. In the event that ABRY or any of its Affiliated Companies acquires knowledge of a potential transaction or matter which may be a corporate opportunity for itself and the Corporation or any of its Affiliated Companies, neither of ABRY or any of its Affiliated Companies shall have any duty to communicate or offer such corporate opportunity to the Corporation or any of its Affiliated Companies and shall not be liable to the Corporation or its stockholders for breach of any fiduciary duty as a stockholder of the Corporation solely by reason of the fact that ABRY or any of its Affiliated Companies pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to the Corporation.
SECTION 11.03 Allocation of Corporate Opportunities. In the event that a director or officer of the Corporation who is also a director or officer of ABRY acquires knowledge of a potential transaction or matter which may be a corporate opportunity for the Corporation or any of its Affiliated Companies and ABRY or any of its Affiliated Companies, such director or officer of the Corporation shall have fully satisfied and fulfilled the fiduciary duty of such director or officer to the Corporation and its stockholders with respect to such corporate opportunity, if such director or officer acts in a manner consistent with the following policy:
(a) A corporate opportunity offered to any person who is a corporation, please sign fulldirector or officer of the Corporation, and who is also a director or officer of ABRY, shall belong to the Corporation if such opportunity is expressly offered to such person in writing solely in his or her capacity as a director or officer of the Corporation.
(b) Otherwise, such corporate nameopportunity shall belong to ABRY.
SECTION 11.01 SECTION 11.04 Certain Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this Article XI, aA corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity that the Corporation is not permitted to undertake under the terms of Article III or that the Corporation is not financially able or contractually permitted or legally able to undertake, or that is, front its nature, not in the line of the Corporation’s business or is of no practical advantage to it or that is one in which the Corporation has no interest or reasonable expectancy.
SECTION 11.06Agreements and Transactions with ABRY. In the event that ABRY or any of its Affiliated Companies enters into an agreement or transaction with the Corporation or any of its Affiliated Companies, a director or officer of the Corporation who is also a director or officer of ABRY shall have fully satisfied and fulfilled the fiduciary duty of such director or officer to the Corporation and its stockholders with respect to such agreement or transaction, if:
Nexstar Media Group, Inc. | 94 | 2023 Proxy Statement |
(a) The agreement or transaction was approved, after being made aware of the material facts of the relationship between each of the Corporation or an Affiliated Company thereof and ABRY or an Affiliated Company thereof and the material terms and facts of the agreement or transaction, by duly(i) an affirmative vote of a majority of the members of the Board of Directors of the Corporation who are not persons or entities with a material financial interest in the agreement or transaction (“Interested Persons”), (ii) an affirmative vote of a majority of the members of a committee of the Board consisting of members who are not Interested Persons or (iii) one or more of the Corporation’s officers or employees who are not Interested Persons and who were authorized officer, giving full titleby the Board or a committee thereof in the manner set forth in (i) and (ii) above;
(b) The agreement or transaction was fair to the Corporation at the time the agreement or transaction was entered into by the Corporation; or
(c) The agreement or transaction was approved by an affirmative vote of a majority of the shares of the Corporation’s Common Stock entitled to vote, excluding ABRY, any Affiliated Company or Interested Person.
Section 11.07 Termination. The provisions of this Article XI shall have no further force or effect for ABRY at such time as such. If signerABRY and any company controlling, controlled by or under common control with ABRY shall first cease to be the owner, in the aggregate, of Common Stock representing 5% or more of the votes entitled to be cast by the holders of all the then outstanding shares of Common Stock; provided, however, that such termination shall not terminate the effect of such provisions with respect to (i) any agreement between the Corporation or an Affiliated Company thereof and ABRY or an Affiliated Company thereof that was entered into before such time or any transaction entered into in the performance of such agreement, whether entered into before or after such time, or (ii) any transaction or agreement entered into between the Corporation or an Affiliated Company thereof and ABRY or an Affiliated Company thereof.
SECTION 11.02Section 11.09Deemed Notice. Any person or entity purchasing or otherwise acquiring any interest in any shares of the Corporation shall be deemed to have notice and to have consented to the provisions of this Article XI.
(a) “ABRY” means ABRY Broadcast Partners II, L.P. and ABRY Broadcast Partners III, L.P.
(a) (b) “Affiliate” means, with respect to any Person, any other Person, entity or investment fund controlling, controlled by or under common control with such Person and, in the case of a Person which is a partnership, please signany partner of such Person.
(c) “Affiliated Company” means, in respect of ABRY, any company which is controlled by ABRY (other than the Corporation and any company that is controlled by the Corporation) and, in respect of the Corporation, shall mean any company controlled by the Corporation.
(b) (d) “Beneficial Ownership” shall have the meaning set forth in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, or any successor rule, and shall also include (to the extent not provided for in Rule 13d-3) (i) the possession of any direct or indirect interest in any Encumbrance with respect to any security, and (ii) the possession or exercise, directly or indirectly, of any rights of a security holder with respect to any security.
(c) (e) “Closing Price” shall mean, with respect to a share of the Corporation’s capital stock of any class or series on any day, the reported last sales price regular way or, in case no such sale takes place, the average of the reported closing bid and asked prices regular way on the New York Stock Exchange Composite Tape, or, if stock
Nexstar Media Group, Inc. | 95 | 2023 Proxy Statement |
of the class or series in question is not quoted on such Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such exchange, on the principal United States registered securities exchange on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing sales price or bid quotation for such stock on The Nasdaq Stock Market or any system then in use, or if no such prices or quotations are available, the fair market value on the day in question as determined by the Board of Directors in good faith;
(d) (f) “Contract” shall mean any note, bond, mortgage, indenture, lease, order, contract, commitment, agreement, arrangement or instrument, written or otherwise.
(e) (g) “Disqualified Person” shall mean any stockholder, other Owner or Proposed Transferee as to which clause (a) or (b) of Section 10.02 is applicable.
(f) (h) “Encumbrance” shall mean any security interest, pledge, mortgage, lien, charge, option, warrant, right of first refusal, license, easement, adverse claim of Ownership or use, or other encumbrance of any kind.
(g) (i) “Fair Market Value” shall mean, with respect to a share of the Corporation’s capital stock of any class or series, the average (unweighted) Closing Price for such a share for each of the 45 most recent days on which shares of stock of such class or series shall have been traded preceding the day on which notice of redemption shall be given pursuant to Section 10.03; provided that if shares of stock of such class or series are not traded on any securities exchange or in the over-the-counter market, “Fair Market Value” shall be determined by the Board in good faith; and provided, further, that “Fair Market Value” as to any Disqualified Person that has purchased its stock within 120 days of a Redemption Date need not (unless otherwise determined by the Board of Directors) exceed the purchase price paid by such Disqualified Person.
(h) (j) “Governmental Body” shall mean any government or governmental, judicial, legislative, executive, administrative or regulatory authority of the United States, or of any State, local or foreign government or any political subdivision, agency, commission, office, authority, or bureaucracy of any of the foregoing, including any court or arbitrator (public or private), whether now or hereinafter in existence.
(i) (k) “Law” shall mean any law (including common law), statute, code, ordinance, rule, regulation, standard, requirement, guideline, policy or criterion, including any interpretation thereof, of or applicable to any Governmental Body, whether now or hereinafter in existence.
(j) (l) “Legal Requirement” shall mean any Order, Law or Permit, or any binding Contract with any Governmental Body.
(k) (m) “Order” shall mean any judgment, ruling, order, writ, injunction, decree, decision, determination or award of any Governmental Body.
(l) (n) “Ownership” shall mean, with respect to any shares of capital stock of the Corporation, direct or indirect record ownership or Beneficial Ownership. The term “Owner” shall mean any Person that has or exercises Ownership with respect to any shares of capital stock of the Corporation.
(m) (o) “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a Governmental Body or any department, agency or political subdivision thereof.
(n) (p) “Permit” shall mean any permit, authorization, consent, approval, registration, franchise, Order, waiver, variance or license issued or granted by any Governmental Body.
(o) (q) “Proceeding” shall mean any Order, action, claim, citation, complaint, inspection, litigation, notice, arbitration or other proceeding of or before any Governmental Body.
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(p) (r) “Proposed Transferee” shall mean any person presenting any shares of capital stock of the Corporation for Transfer into such Person’s name or that otherwise is or purports to be a Transferee with respect to any shares of capital stock of the Corporation.
(q) (s) “Redemption Date” shall mean the date fixed by the Board for the redemption of any shares of stock of the Corporation pursuant to this Article X.
(r) (t) “Redemption Securities” shall mean any debt or equity securities of the Corporation, any Subsidiary or any other corporation or other entity, or any combination thereof, having such terms and conditions as shall be approved by the Board and which, together with any cash to be paid as part of the redemption price, in the opinion of any nationally recognized investment banking firm selected by the Board (which may be a firm which provides other investment banking, brokerage or other services to the Corporation), has a value, at the time notice of redemption is given pursuant to Section 10.03, at least equal to the Fair Market Value of the shares to be redeemed pursuant to this Article X (assuming, in the case of Redemption Securities to be publicly traded, such Redemption Securities were fully distributed and subject only to normal trading activity).
(s) (u) “Subsidiary” shall mean any corporation, limited liability company, partnership or other entity in which a majority in voting power of the shares or equity interests entitled to vote generally in the election of directors (or equivalent management board) is owned, directly or indirectly, by the Corporation.
(t) (v) “Transfer” shall mean, with respect to any shares of capital stock of the Corporation, any direct or indirect issuance, sale, gift, assignment, devise or other transfer or disposition of Ownership of such shares, whether voluntary or involuntary, and whether by merger or other operation of law, as well as any other event or transaction (including, without limitation, the making of, or entering into, any Contract, including any proxy or nominee agreement) that results or would result in the Ownership of such shares by a Person that did not possess such rights prior to such event or transaction. Without limitation as to the foregoing, the term “Transfer” shall include any of the following that results or would result in a change in Ownership: (i) a change in the capital structure of the Corporation; (ii) a change in the relationship between two or more Persons; (iii) the making of, or entering into, any Contract, including any proxy or nominee agreement; (iv) any exercise or disposition of any option or warrant, or any event that causes any option or warrant not theretofore exercisable to become exercisable; (v) any disposition of any securities or rights convertible into or exercisable or exchangeable for such shares or any exercise of any such conversion, exercise or exchange right; and (vi) Transfers of interests in other entities. The term “Transferee” shall mean any Person that becomes an Owner of any shares of capital stock of the Corporation as a result of a Transfer.
(u) (w) “Violation” shall mean (i) any violation of, or any inconsistency with, any Legal Requirement applicable to the Corporation or any Subsidiary; (ii) the loss of, or failure to secure or secure the reinstatement of, any Permit held or required by the Corporation or any Subsidiary; (iii) the creation, attachment or perfection of any Encumbrance with respect to any property or assets of the Corporation or any Subsidiary; (iv) the initiation of a Proceeding against the Corporation or any Subsidiary by any Governmental Body; (v) the effectiveness of any Legal Requirement that, in the judgment of the Board, is adverse to the Corporation or any Subsidiary or any portion of the business of the Corporation or any Subsidiary; or (vi) any circumstance or event giving rise to the right of any Governmental Body to require the sale, transfer, assignment or other disposition of any property, assets or rights owned or held directly or indirectly by the Corporation or any Subsidiary.
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SECTION 13.02 Unless the Corporation, as authorized by the Board, selects or consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, against the Corporation or any director or officer of the Corporation.
Article XV
SECTION 15.01 Limitation of Officer Liability.
(a) To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), and except as otherwise provided in the Corporation’s Bylaws, no officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages arising from a breach of fiduciary duty owed to the Corporation or its stockholders.
(b) Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of an officer of the Corporation existing at the time of such repeal or modification with respect to any act, omission or other matter occurring prior to such repeal or modification.
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ANNUAL MEETING OF STOCKHOLDERS OF Nexstar MEDIA GROUP, INC. [ ][ ], 2023 PROXY VOTING INSTRUCTIONS INTERNET -Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. TELEPHONE -Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call. PRELIMINARY PROXY CARD SUBJECT TO COMPLETION Vote online/phone until 11:59 PM EST the day before the meeting. MAIL -Sign, date and mail your proxy card in the envelope provided as soon as possible. IN PERSON -You may vote your shares in person by attending the Annual Meeting. GO GREEN -e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. COMPANY NUMBER ACCOUNT NUMBER NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, Proxy Statement and Proxy Card are available at http://www.astproxyportal.com/ast/13194/ If voting by mail, Please detach along perforated line and mail in the envelope provided. 00033330033330430000 4 061523 THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS (1), (2), (3), (4), (5), (6) AND (7). THE BOARD OF DIRECTORS ALSO RECOMMENDS A VOTE FOR “TWOYEARS” ON PROPOSAL (8). THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL (9). PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD. FOR AGAINST ABSTAIN 1. To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended to date (the “Charter”), to provide for the declassification of the Board of Directors (the “Declassification Amendment”) 2. To approve an amendment to the Charter to add a federal forum selection provision. 3. To approve an amendment to the Charter to reflect new Delaware law provisions regarding officer exculpation. 4. To approve amendments to the Charter to eliminate certain provisions that are no longer effective or applicable. 5. To elect the following Class II members of the Board of Directors to serve until the 2024 annual meeting of stockholders if the Declassification Amendment is approved, or if the Declassification Amendment is not approved, the 2026 annual meeting of stockholders. Nominees: John R. Muse and I. Martin Pompadur FOR AGAINST ABSTAIN 6. To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. 7. To conduct an advisory vote on the compensation of our Named Executive Officers. ONE YEAR TWO YEARS THREE YEARS ABSTAIN 8. To conduct an advisory vote on the frequency of future advisory stockholder voting on Named Executive Officer compensation. 9. To consider a stockholder proposal, if properly presented at the meeting, urging the adoption of a policy to require that the Chair of the Board of Directors be an independent director who has not previously served as an executive officer of the Company. FOR AGAINST ABSTAIN 10. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment(s) or postponement(s) thereof. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. JOHN SMITH 1234 MAIN STREET APT. 203 NEW YORK, NY 10038 PROXY VOTING INSTRUCTIONS If voting by mail, please detach along perforated line and mail in the envelope provided. x COMPANY NUMBER ACCOUNT NUMBER NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, Proxy Statement and Proxy Card are available at http://www.astproxyportal.com/ast/13194/ ANNUAL MEETING OF SHAREHOLDERS OF June 9, 2021 1. To elect the following nominees as Class III members of the Board of Directors (except as marked below), for a term of three years. O Perry A. Sook O Geoffrey D. Armstrong O Jay M. Grossman FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: NOMINEES: THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS (1), (2) AND (3). PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE 20330300000000000000 3 060921 2. To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. 3. Approval, by an advisory vote, of executive compensation. 4. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment(s) or postponement(s) thereof. TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD. FOR AGAINST ABSTAIN INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries and follow the instructions. Have your proxy card available when you call. Vote online/phone until 11:59 PM EST the day before the meeting. MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible. VIRTUALLY AT THE MEETING - The Company will be hosting the meeting live via the Internet. On the day of the meeting, please visit https://web.lumiagm.com/216457180 (password: nexstar2021) and be sure to have your control number available. GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy materials, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.
Signature of Stockholder Date: Signature of Stockholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
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PRELIMINARY PROXY CARD -SUBJECT TO COMPLETION ANNUAL MEETING OF STOCKHOLDERS OF Nexstar MEDIA GROUP, INC. [ ][ ], 2023 GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, Proxy Statement and Proxy Card are available at http://www.astproxyportal.com/ast/13194/ Please sign, date and mail your proxy card in the envelope provided as soon as possible. Please detach along perforated line and mail in the envelope provided. 00033330033330430000 4 061523 THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS (1), (2), (3), (4), (5), (6) AND (7). THE BOARD OF DIRECTORS ALSO RECOMMENDS A VOTE FOR “TWOYEARS” ON PROPOSAL (8). THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL (9). PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD. FOR AGAINST ABSTAIN 1. To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended to date (the “Charter”), to provide for the declassification of the Board of Directors (the “Declassification Amendment”) 2. To approve an amendment to the Charter to add a federal forum selection provision. 3. To approve an amendment to the Charter to reflect new Delaware law provisions regarding officer exculpation. 4. To approve amendments to the Charter to eliminate certain provisions that are no longer effective or applicable. 5. To elect the following Class II members of the Board of Directors to serve until the 2024 annual meeting of stockholders if the Declassification Amendment is approved, or if the Declassification Amendment is not approved, the 2026 annual meeting of stockholders. -Nominees: John R. Muse and I. Martin Pompadur FOR AGAINST ABSTAIN 6. To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. 7. To conduct an advisory vote on the compensation of our Named Executive Officers. ONE YEAR TWO YEARS THREE YEARS ABSTAIN 8. To conduct an advisory vote on the frequency of future advisory stockholder voting on Named Executive Officer compensation. 9. To consider a stockholder proposal, if properly presented at the meeting, urging the adoption of a policy to require that the Chair of the Board of Directors be an independent director who has not previously served as an executive officer of the Company. FOR AGAINST ABSTAIN 10. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment(s) or postponement(s) thereof. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. 1. To elect the following nominees as Class III membersSignature of the BoardStockholder Date: Signature of Directors (except as marked below), for a term of three years. O Perry A. Sook O Geoffrey D. Armstrong O Jay M. Grossman 2. To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. 3. Approval, by an advisory vote, of executive compensation. 4. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment(s) or postponement(s) thereof. TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD. FOR AGAINST ABSTAIN FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: NOMINEES: THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS (1), (2) AND (3). PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x Please detach along perforated line and mail in the envelope provided. 20330300000000000000 3 060921 ANNUAL MEETING OF STOCKHOLDERS OF June 9, 2021 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, Proxy Statement and Proxy Card are available at http://www.astproxyportal.com/ast/13194/Stockholder Date: Note: Please sign date and mailexactly as your proxy cardname or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in the envelope provided as soon as possible. GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.partnership name by authorized person.
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1 ------------------ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ---------------- 14475 COMMENTS:PRELIMINARY PROXY CARD -SUBJECT TO COMPLETION NEXSTAR MEDIA GROUP, INC. 20212023 Annual Meeting of Stockholders This Proxy is solicited on behalf of the Board of Directors The undersigned, revoking all prior proxies, hereby appoints Perry A. Sook, Elizabeth Ryder and Thomas E. Carter,Lee Ann Gliha, and each of them, each with the power to appoint his or her substitute, as proxy or proxies to represent and to vote, as designated on the reverse side, all shares of common stock of Nexstar Media Group, Inc. (the “Company”) which the undersigned would be entitled to vote at the Annual Meeting of Stockholders of the Company to be held at 10:00 a.m., Central Daylight Time, on Wednesday, June 9, 2021 via live audio webcast at https://web.lumiagm.com/216457180,[ ] [ ], 2023, or at any adjournment(s) or postponement(s) thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS AS DISCLOSED IN THE PROXY STATEMENT. (Continued and to be signed on the reverse side) COMMENTS: 1.1 14475
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