UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant  x

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Definitive Proxy Statement

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Soliciting Material Pursuant to §240.14a-12

Entercom Communications Corp.

(Name of Registrant as Specified In Its Charter)

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

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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

Filed by the Registrant     ☒        Filed by a Party other than the Registrant ☐


Check the appropriate box:
☒ 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

AUDACY, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
☒    No fee required.
☐    Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)     Title of each class of securities to which transaction applies:


(2)     Aggregate number of securities to which transaction applies:

ENTERCOM COMMUNICATIONS CORP.


(3)     Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

401 City Avenue, Suite 809


(4)     Proposed maximum aggregate value of transaction:

Bala Cynwyd,


(5)     Total fee paid:


☐ Fee paid previously with preliminary materials.





☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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(4)    Date Filed:




Audacy, Inc.
2400 Market Street, 4th Floor
Philadelphia, Pennsylvania 19004

19103


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


To Our Shareholders:


NOTICE IS HERBYHEREBY GIVEN that the Annual Meeting of Shareholders of Entercom Communications Corp.Audacy, Inc. (the “Company”) will be held at the Crowne Plaza Philadelphia Main Line Hotel, 4100 Presidential Boulevard, Philadelphia, Pennsylvania 19131a virtual meeting conducted via live webcast on Tuesday, May 12, 200924, 2023 at 9:008:30 a.m., Eastern Daylight Time, (the “Annual Meeting”), for the following purposes:


1.To elect twothree Directors, in Board Class A DirectorsIII, each for a onethree year term expiring at the 2010 Annual Meeting;

2026 annual meeting of shareholders or until each such Director’s successor is duly elected and qualified;

2.To elect five Directors, in addition to Class A Directors, each for a one year term expiring at the 2010 Annual Meeting;

3.                                       To consider the approval ofapprove an amendment of the Entercom Equity Compensation Plan to permit the Company to offer a one-time exchange of certain options outstanding under the Entercom Equity Compensation Plan for restricted stock units;

4.                                       To consider the approval of two amendments to the Company’sour Amended and Restated Articles of Incorporation to Opt-Outpermit us to effect a reverse stock split of certain anti-takeover provisionsour outstanding Class A and Class B Common Stock, at a ratio within a range between one-for-two and one-for-30, subject to and as determined by a committee appointed by our Board of Directors;

3.To conduct an advisory vote on executive compensation;
4.To conduct an advisory vote on the Pennsylvania Business Corporation Law;

frequency of future advisory votes on executive compensation;

5.To ratify the selection of PricewaterhouseCoopersGrant Thornton, LLP as the Company’sCompany's independent registered public accounting firm for the year ending December 31, 2009;2023; and

6.To transact such other business as may properly come before the Annual Meeting and/or any adjournments thereof.


    The virtual Annual Meeting will be accessible at: https://web.lumiagm.com/290521398 (Passcode: audacy2023). If you were a shareholder of record of our Class A Common Stock, par value $0.01 per share, or Class B Common Stock, par value $0.01 per share, at the close of business on March 13, 2009,17, 2023, you may vote in connection with this Annual Meeting as described in our 2023 Proxy Statement. Please note that this is a virtual Annual Meeting; there is no in-person annual meeting for you to attend.
To participate during the virtual Annual Meeting, you will need the 11-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card. We encourage you to allow ample time for online check-in, which will begin at 8:15 a.m., Eastern Daylight Time. If you wish to listen to the meeting, but not vote at the Annual Meeting.

meeting, you do not need to check-in in advance and you do not need an 11-digit control number.

In the event a quorum is not present at the Annual Meeting and such meeting is adjourned to a later date at least fifteen (15) days after the initial date of the Annual Meeting, then those shareholders who attend the adjourned meeting shall nevertheless constitute a quorum for the purpose of acting upon the matters to be considered.

By Order of the Board of Directors,

John C. Donlevie

Secretary

Bala Cynwyd, Pennsylvania

March    , 2009

Please promptly complete, date, sign and return the enclosed proxy card

Board of Directors,
etm-20230324_g1.jpg
Andrew P. Sutor, IV
Secretary
Philadelphia, Pennsylvania
April 11, 2023


PRELIMINARY COPY DATED MARCH 24, 2023, SUBJECT TO COMPLETION
Audacy, Inc.
2400 Market Street, 4th Floor
Philadelphia, Pennsylvania 19103

whether or not you plan to attend the meeting.



ENTERCOM COMMUNICATIONS CORP.

401 City Avenue, Suite 809

Bala Cynwyd, Pennsylvania 19004

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

May 12, 2009

24, 2023


The Annual Meeting of Shareholders of Entercom Communications Corp.Audacy, Inc. will be held at the Crowne Plaza Philadelphia Main Line Hotel, 4100 Presidential Boulevard, Philadelphia, PA 19131by a live webcast on Tuesday, May 12, 200924, 2023 at 9:008:30 a.m, Eastern Daylight Time.
    The virtual Annual Meeting will be accessible at:    https://web.lumiagm.com/290521398
    Passcode:    audacy2023
Please note that this is a virtual Annual Meeting; there is no in-person annual meeting for you to attend. To participate during the virtual Annual Meeting, you will need the 11-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card. We encourage you to allow ample time for online check-in, which will begin at 8:15 a.m.

, Eastern Daylight Time. If you wish to listen to the meeting, but not vote at the meeting, you do not need to check-in in advance and you do not need an 11-digit control number.

ABOUT THIS PROXY STATEMENT

Our Board of Directors has sent youprepared this proxy statement to solicit your vote at the 20092023 Annual Meeting of Shareholders, including any adjournment or postponement thereof (the “Annual Meeting”). We will pay all expenses incurred in connection with this proxy solicitation. In addition to mailingpreparing this proxy statement, to you, we have hired Georgeson ShareholderD.F. King & Co., Inc., a division of American Stock Transfer & Trust Company, LLC, to be our proxy solicitation agent for a fee of approximately $6,500$8,500 plus expenses. We also may make solicitations by telephone, facsimile or other forms of communication. Brokers, banks and other nominees who hold our stock for other beneficial owners will be reimbursed by us for their expenses related to forwarding our proxy materials to the beneficial owners.
    In this proxy statement we summarize information that we are required to provide to you under the Securities and Exchange Commission rules. This proxy statement is designed to assist you in voting your shares. The proxy materials are first being mailed on or about March     , 2009April 11, 2023 to all shareholders of record of our Class A and Class B Common Stock, par value $0.01 per share, at the close of business as of March 13, 2009.17, 2023. Unless the context requires otherwise, all references in this proxy statement to Entercom Communications Corp.Audacy, Inc., “Entercom,“Audacy,” “we,” “us,” “our” and similar terms, refer to Entercom Communications Corp.Audacy, Inc. and its consolidated subsidiaries.

INTERNET AVAILABILITY OF PROXY MATERIAL

Important Notice Regarding Thethe Availability Ofof Proxy Materials For Thefor the Shareholder Meeting To Be Held on May 12, 2009.24, 2023. The Proxy Statement and Annual Report are available at www.entercom.comwww.audacyinc.com/investors. Click on theSelect “Investors” TabAnnual Meeting and select “Proxy MaterialMaterials.”

PROPOSALS

At the Annual Meeting, our shareholders will be asked to vote upon the following Proposals:

·


•Proposal 1: Election of three Directors in Board Class A DirectorsIII. Our Board of Directors has nominated the following two persons to stand for election as Class A Directors with one year terms expiring at the 2009 Annual Meeting: David J. Berkman and Daniel E. Gold.

·Proposal 2:  Election of Directors Other Than Class A Directors.  Our Board of Directors has nominated the following five persons to stand for election as Directors in Board Class III each with onea three year termsterm expiring at the 20092026 Annual Meeting:  Meeting or until each such Director’s successor is duly elected and qualified: David J. Field, Joseph M. Field, and David J. Field, John C. Donlevie,Robert S. Wiesenthal and Michael J. Wolf.

—Berkman.


•Proposal 32: Approval of an amendment of the Entercom Equity Compensation Plan.  Upon the recommendation of the Compensation Committee, ourReverse Stock Split. The Board of Directors has approved and is submitting to theour shareholders, of the Company for their approval, an amendment to the Entercom Equity Compensation Planour Amended and Restated Articles of Incorporation to permit us to effect a one-time option exchange program pursuantreverse stock split of
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our outstanding Class A and Class B Common Stock, at a ratio within a range between one-for-two and one-for-30, subject to which the Company will offer to exchange certain options outstanding under the Entercom Equity Compensation Plan for restricted stock units.

—Proposals 4 and 5:  Approval of two amendments to the Entercom Articles of Incorporation.  Upon the recommendation of the Nominating / Corporate Governance Committee,as determined by a committee appointed by our Board of Directors.

•Proposal 3: Say on Pay. The Board of Directors has approved and is submitting to theour shareholders, of the Company for their approval, an amendmentadvisory vote on executive compensation.

•Proposal 4: Say When on Pay. The Board of Directors is submitting to our shareholders, for their approval, an advisory vote on the Entercom Articlesfrequency of Incorporation to opt out of two anti-takeover provisions of the Pennsylvania Business Corporation Law relating to: (a) Control Transactions; and (b) Business Combinations.

·future advisory votes on executive compensation.


•Proposal 65:Ratification of the Selection of Independent Registered Public Accounting Firm. The Audit Committee of our Board of Directors has selected PricewaterhouseCoopersGrant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 20092023, and is proposing that the shareholders ratify such selection.

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INFORMATION ABOUT VOTING

Record Holders. If you are a shareholder of record of our Class A Common Stock as of the close of business on March 13, 2009,17, 2023, you may vote your shares:

·

•By Proxy: You may vote your shares via a toll-free telephone number (1-800-PROXIES (1-800-776-9437)) or over the Internet (www.voteproxy.com) as instructed in the Notice of Internet Availability of Proxy Materials. If you provide a proxy without indicating how you wish to vote, all of your shares will be voted at the discretion of your proxies on any matter that may be properly brought before the Annual Meeting, except to the extent such discretionary voting is not permitted by any applicable rules or regulations.
•In Person (virtually / on-line): To participate during the virtual Annual Meeting, you will need the 11-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card. We encourage you to allow ample time for online check-in, which will begin at 8:15 a.m., Eastern Daylight Time.

    If you are a shareholder of record of our Class B Common Stock as of the close of business on March 17, 2023, you may vote your shares:
•By Proxy: You can vote by completing, signing and dating the enclosed proxy card and returning it to us by mail in the envelope provided. The instructions for voting are contained on the enclosed proxy card. The individuals named on the card are your proxies. They will vote your shares as you indicate. If you sign your cardprovide a proxy without indicating how you wish to vote, all of your shares will be voted:

®                                  FOR all ofvoted at the nominees of our Board of Directors as Class A Directors;

®                                   FOR all of the nominees of our Board of Directors as Directors other than Class A Directors;

®                                   FOR the approval of an amendment to the Entercom Equity Compensation Plan;

®                                   FOR the approval of each of the two amendments to the Entercom Articles of Incorporation;

®                                   FOR the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2009; and

®                                   At the discretion of your proxies on any other matter that may be properly brought before the Annual Meeting;Meeting, except to the extent such discretionary voting is not permitted by any applicable rules or

· regulations.

•In Person (virtually / on-line): You may attendTo participate during the virtual Annual Meeting, and vote in person.

If you are a shareholder of record of our Class B Common Stock aswill need to provide your ballot to the Corporate Secretary of the close of business on March 13, 2009, you may vote your shares:

·By Proxy:  You can vote by completing, signing and dating the enclosed proxy card and returning it to us by mail in the envelope provided.  The instructions for voting are contained on the enclosed proxy card.  The individuals named on the card are your proxies.  They will vote your shares as you indicate.  If you sign your card without indicating how you wish to vote, all of your shares will be voted:

®FOR all of the nominees of our Board of Directors as Directors other than Class A Directors;

®                                   FOR the approval of an amendment to the Entercom Equity Compensation Plan;

®                                   FOR the approval of each of the two amendments to the Entercom Articles of Incorporation;

®                                   FOR the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2009; and

®At the discretion of your proxies on any other matter that may be properly brought before the Annual Meeting; or

·In Person:  You may attend the Annual Meeting and vote in person.

Company.

You may revoke your proxy before it is voted at the meeting if you: (i) send a written notice of revocation dated after the proxy date to our Corporate Secretary; (ii) send our Corporate Secretary a later dated proxy for the same shares of Common Stock; or (iii) attend the virtual Annual Meeting and vote in person.

online.

The address for our Corporate Secretary is Entercom Communications Corp.Audacy, Inc., 401 City2400 Market Street, 4th Floor, Philadelphia, Pennsylvania 19103, Attention: Andrew P. Sutor, IV, Secretary.
Beneficial Owners: shares registered in the name of a broker or bank. If your Class A Common Stock is registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner, you should receive a proxy card and voting instructions from the actual record holder (i.e., your bank, broker or other agent), rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. Many of these institutions offer telephone and Internet voting.
To participate during the virtual Annual Meeting and cast a vote, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Annual Meeting. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a legal proxy form.
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After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the virtual Annual Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to American Stock Transfer & Trust company, LLC. Requests for registration should be directed to proxy@astfinancial.com or to facsimile number 718-765-8730. Written requests can be mailed to:

American Stock Transfer & Trust Company LLC
Attn: Proxy Tabulation Department
6201 15th Avenue Suite 809, Bala Cynwyd, Pennsylvania, 19004, Attention:  John C. Donlevie, Secretary.

Brooklyn, NY 11219

Requests for registration must be labeled as "Legal Proxy" and be received no later than 5:00 p.m., Eastern Daylight Time, on Friday May 19, 2023. You will receive a confirmation of your registration by email after we receive your registration materials.
VOTING SECURITIES

Our Amended and Restated Articles of Incorporation (the “Charter”) provide that each share of Class A Common Stock is entitled to one vote and that each share of Class B Common Stock is entitled to ten votes, except: (i) any share of Class B Common Stock not voted by either Joseph M. Field or David J. Field, in their own right or pursuant to a proxy, is entitled to one vote; (ii) the holders of Class A Common Stock, voting as a single class, are entitled to elect two Class A Directors; (iii) each share of Class B Common Stock is entitled to one vote with respect to certain “Going Private Transactions” (as defined in the Charter); and (iv) as required by law. Therefore:

·

•Shareholders of our Class A Common Stock at the close of business on March 13, 2009,17, 2023 will be entitled to vote on Proposals 1 2, 3, 4, 5 and 6.

·through 5.

•Shareholders of our Class B Common Stock at the close of business on March 13, 200917, 2023 will only be entitled to vote on Proposals 2, 3, 4, 5 and 6.

1 through 5.


At the close of business on March 13, 2009,17, 2023, there were 147,067,534 outstanding shares of Class A Common Stock, which include 11,811,211 shares that are either unvested restricted stock or vested but deferred shares of restricted stock (neither of which has the right to vote). As a result, as of the close of business on March 13, 2009,17, 2023, there were 135,256,323 shares of our

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outstanding shares of Class A Common Stock entitled to vote at the Annual Meeting. In addition, at the close of business on March 13, 200917, 2023, there were 4,045,199 outstanding shares of our Class B Common Stock and no outstanding shares of our Class C Common Stock. Each share of Class B Common Stock voted by Joseph M. Field or David J. Field with respect to any proposal other than Proposal 1(at the 2023 Annual Meeting) is entitled to ten votes. Holders of our Class C Common Stock, of which there are none, would not be entitled to vote on these proposals.

INFORMATION ABOUT QUORUM AND REQUIRED VOTES

The presence in person (virtually) or by proxy of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter or proposal to be acted upon at the meeting shall constitute a quorum for the purposes of consideration and action on the matter or proposal. Assuming a quorum is present, votes on the proposals will be tallied as follows:

·

•Proposal 1: Election of three Directors in Board Class A DirectorsIII. The two persons nominated as Class A Directors receivingSubject to the most votes from shares of Class A Common Stock will be elected.

·Proposal 2:  Election of Directors Other Than Class A Directors.  The five“Plurality Plus” voting requirements described below, the three persons nominated as Directors other thanin Board Class A DirectorsIII receiving the most votes from all shares of Class A Common Stock and Class B Common Stock will be elected.

·


•Proposal 32: Approval of amendment to the Entercom Equity Compensation PlanReverse Stock Split. The approvalApproval of an amendment to our Amended and restatementRestated Articles of the Entercom Equity Compensation PlanIncorporation to permit us to effect a reverse stock split of our outstanding Class A and Class B Common Stock requires the affirmative vote from a majority of the votes of all shares of Class A Common Stock and Class B Common Stock that are present in person or by proxy and are voting on such proposal.

·Proposals 4 & 5


•Proposal 3: Say on Pay. Approval of two amendments to the Entercom Articles of Incorporation.  The approval of each amendment to the Entercom Articles of Incorporationadvisory vote on executive compensation requires the affirmative vote from a majority of the votes of all shares of Class A Common Stock and Class B Common Stock that are present in person or by proxy and are voting on such proposal.

·


•Proposal 64: Say When on Pay. Shareholders will have an opportunity to vote on the frequency of advisory votes on executive compensation of every one, two or three years. The frequency receiving the most votes from shares of Class A Common Stock and Class B Common Stock that are present in person or by proxy and are voting on such proposal will prevail as the advisory selection of our shareholders.

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•Proposal 5: Ratification of the Selection of Independent Registered Public Accounting Firm. The ratification of the selection of PricewaterhouseCoopersGrant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 20092023, requires the affirmative vote from a majority of the votes of all shares of Class A Common Stock and Class B Common Stock that are present in person or by proxy and are voting on such proposal.

In the event a quorum is not present at the meeting and such meeting is adjourned to a later date at least fifteen (15) days after the initial date of the meeting, then those shareholders who attend the adjourned meeting shall nevertheless constitute a quorum for the purpose of acting upon the matters to be considered.

Unless otherwise required by our Bylaws or by applicable law, approval of any other matter properly presented for a vote at the meeting will require the affirmative vote of a majority of the votes cast by all holders of Class A Common Stock and Class B Common Stock present in person (virtually) or by proxy; provided that if any shareholders are entitled to vote thereon as a class, such approval will require the affirmative vote of a majority of the votes cast by the shareholders entitled to vote as a class who are present in person (virtually) or by proxy.

Shares of our common stock represented by proxies that are marked “withhold authority” or are marked “abstain,” or which constitute broker non-votes will be counted as present at the meeting for the purpose of determining a quorum. Broker non-votes occur when a nominee holding shares of our common stock for a beneficial owner has not received voting instructions from the beneficial owner and such nominee does not possess, or choosechooses to not exercise, discretionary authority with respect thereto. With
    Generally, with respect to any matter to be decided by a plurality (such as the election of Directors) or a majority of the votes cast at the meeting, proxies marked “withhold authority” or marked “abstain,” or which constitute broker non-votes will not be counted for the purpose of determining the number of votes cast at the meeting and will have no effect on the outcome of such vote.

Plurality Plus Requirement – Election of Directors
    In 2020, our Board of Directors approved an amendment to our Bylaws to implement a Plurality Plus voting standard. In connection therewith, each person who is nominated to stand for election as Director must, as a condition to such nomination, tender an irrevocable conditional resignation in advance of the meeting for the election of directors. Each of the Board of Directors' nominees has submitted the required irrevocable conditional resignation. In an uncontested election of directors, where the number of nominees does not exceed the number of Directors to be elected:
•If any nominee who is not an incumbent director receives a plurality of the votes cast but does not receive a majority of the votes cast, the resignation of such nominee referenced above will be automatically accepted.
•If the nominee is an incumbent director who is standing for re-election and such nominee receives a plurality of the votes cast but does not receive a majority of the votes cast, the Nominating and Corporate Governance Committee will make a recommendation to the Board of Directors on whether to accept the director’s resignation or whether other action should be taken. Each Director standing for reelection at such meeting of shareholders not receiving a majority of the votes cast must recuse themselves and not participate in the Committee’s recommendation or the Board of Directors’ decision regarding the tendered resignation; provided that, if in the event of such recusal(s) the Committee has less than one voting participant, then the Committee shall make no recommendation. The Board of Directors will consider the Committee’s recommendation (if any) and publicly disclose the Board of Directors’ decision and the basis for that decision within 90 days from the date of the certification of the final election results.
    For purposes of this Plurality Plus voting standard, a majority of the votes cast means that the number of shares voted “for” must exceed the number of shares voted “withhold” with respect to a director’s election. Votes cast shall not include abstentions or broker non-votes. In a contested election where the number of nominees exceeds the number of directors to be elected, the directors shall be elected by a plurality of the votes cast.

QUESTIONS
The Annual Meeting of Shareholders will be a live virtual meeting affording our shareholders the same rights and access as if the meeting were held in person, including the ability to ask questions electronically during the meeting. In addition, all guests attending the meeting will also be provided the opportunity to ask questions electronically.
INFORMATION TO RELY UPON WHEN CASTING YOUR VOTE

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You should rely only on the information contained in this proxy statement. We have not authorized anyone to give any information or to make any representations in connection with this proxy solicitation other than those contained in this proxy statement. You should not rely on any information or representation not contained in this proxy statement. You should not infer under any circumstances that because of the delivery to you of this proxy statement there has not been a change in the facts set forth in this proxy statement or in our affairs since the date of this proxy statement. This proxy statement does not

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constitute a solicitation by anyone in any jurisdiction in which the solicitation is not authorized or in which the person making the solicitation is not qualified to do so or to anyone to whom it is unlawful to make a solicitation.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and the accompanying material may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.amended (the “Exchange Act”). Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future results and events. You can identify these forward-looking statements by our use of words such as “anticipates,” “believes,” “continues,” “expects,” “intends,” “likely,” “may,” “opportunity,” “plans,” “potential,” “project,” “will,” and similar expressions, whether in the negative or the affirmative. We cannot guarantee that we actually will achieve these plans, intentions or expectations. These forward-looking statements are subject to risks, uncertainties and other factors, some of which are beyond our control, which could cause actual results to differ materially from those forecasted or anticipated in such forward-looking statements.

You should not place undue reliance on these forward-looking statements, which reflect our view only as of the date of this proxy statement. We undertake no obligation to update these statements or publicly release the result of any revisions to these statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

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PROPOSALS


Proposals


PROPOSAL 1

ELECTION OF CLASS A DIRECTORS

ELECTION OF THREE DIRECTORS IN BOARD CLASS III
DESCRIPTION OF PROPOSAL

Two


    Presently, there are nine members of our Board of Directors (including two Class A Directors and seven other directors). Proxies cannot be voted for a greater number of persons than the number of nominees named.

    Three Directors in Board Class III will be elected at the 20092023 Annual Meeting to serve until the 20102026 Annual Meeting.Meeting or until each such Director’s successor is duly elected and qualified. The two nominees to Board Class III of our Board of Directors are David J. BerkmanField, Joseph M. Field and Daniel E. Gold.  Both David J. Berkman and Daniel E. Gold are incumbent Class A Directors.  These nominees haveBerkman. Each such nominee has consented to serve if elected, but should anysuch nominee be unavailable to serve, your proxy will vote for the substitute nominee recommended by our Board of Directors.

BOARD OF DIRECTORS’ NOMINEES FOR CLASS A DIRECTORS

·David J. Berkman - Director.  David J. Berkman (age 47) has served as one of our Directors since the consummation of our initial public offering in January 1999.  Since January 2000, Mr. Berkman has served as the Managing Partner of Liberty Associated Partners, LP, a venture capital firm primarily engaged in the telecommunications, media and internet market segments.  He also serves on the boards of directors of Internet Capital Group, Inc., Current Communications Group, LLC and Jingle Networks, Inc.  Civically, Mr. Berkman serves on the board of overseers of the University Of Pennsylvania School Of Engineering, and on the Board of Trustees of The Franklin Institute.  Mr. Berkman has a B.S. from the Wharton School of the University of Pennsylvania.

·Daniel E. Gold - Director.  Daniel E. Gold(age 73) has served as one of our Directors since May 2003.  Since January 1997, Mr. Gold has served as President and CEO of Leonard Whitcup, Inc., a music publisher.  During his career, Mr. Gold has served as Chairman and Director of Dynamic Broadband, Inc., CEO of the American Society of Composers, Authors and Publishers (ASCAP), President and Director of Century Communications Inc., President of Knight Ridder Broadcasting, Inc., and President of Comcast Cable, Inc. He also served as a Vice President and General Manager of CBS and Post-Newsweek Stations’ radio and television stations in Washington, D.C., Philadelphia, PA, and Hartford, CT.  Mr. Gold also served as General Counsel of Westinghouse Broadcasting Company (Group W).  Mr. Gold had been a member of the boards of directors of the National Association of Broadcasters, the National Cable Television Association, the Television Bureau of Advertising and C-SPAN.  Mr. Gold has a B.A. from Stanford University and a J.D. from Harvard Law School.

RECOMMENDATIONIII OF THE BOARD OF DIRECTORS

Our Board of Directors unanimously recommends that you vote “FOR” each of the nominees listed above.

PROPOSAL 2

ELECTION OF OTHER DIRECTORS

DESCRIPTION OF PROPOSAL

Five other Directors will be elected at the 2009 Annual Meeting to serve until the 2010 Annual Meeting.  The five nominees are Joseph M. Field,


•David J. Field John C. Donlevie, Robert S. Wiesenthal and Michael J. Wolf.  Each of the nominees is an incumbent director.  These nominees have consented to serve if elected, but should any nominee be unavailable to serve, your proxy will vote for the substitute nominee recommended by our Board of Directors.

BOARD OF DIRECTORS’ NOMINEES FOR OTHER DIRECTORS

·Joseph M. Field -– Director, Chairman, President & Director.  Joseph M. Field (age 77) founded Entercom in 1968 and has served as Chairman of our Board of Directors since our inception.  Mr. Field served as our Chief Executive Officer from our inception until 2002 and as our President from our inception until 1998. Before entering the broadcasting business, he practiced law for 14 years in New York (including service as an Assistant United States Attorney) and Philadelphia. Mr. Field served on the board of directors of the National Association of Broadcasters for the years 1992 through 1996.  Mr. Field currently serves on the boards of directors of the Broadcasters’ Foundation, the Philadelphia Orchestra Association, The Mary Louise Curtis Bok Foundation, the Settlement Music School, the American Interfaith Institute, the National Liberty Museum, the Philadelphia Chamber Music Society, the Joseph and Marie Field Foundation and the Joseph and Marie Field Family Environmental Foundation.  In addition, he serves on the Advisory Board of the University of Pennsylvania’s Field Center for

5


Children’s Policy, Practice & Research.  Mr. Field has a B.A. from the University of Pennsylvania, an L.L.B. from Yale Law School and a D.M from the Curtis Institute of Music. Mr. Field is the father of David J. Field.

·David J. Field - President and Chief Executive Officer. David J. Field (age 46)60) has served as our Chairman since 2017, our Chief Executive Officer since 2002, our President since 1998, and one of our Directors since 1995. Mr. Field is our Principal Executive Officer. He also served as our Chief Operating Officer from 1996 to 2002 and Chief Financial Officer from 1992 to 1998. Mr. Field joined us in 1987 and served as our Director of Finance and Corporate Development from 1987 to 1988, Vice President-Finance and Corporate Development from 1988 to 1992, Vice President-Operations and Chief Financial Officer from 1992 to 1995 and Senior Vice-President-Operations and Chief Financial Officer from 1995 to 1996. Prior to joining us, he was an investment banker with Goldman, Sachs & Co.  Mr. Field served as Chairman of the Radio Board of the National Association of Broadcasters from 2005 to 2007. Mr. Field also currently serves on the boards of directors of the Ad Council,National Association of Broadcasters, the Radio Advertising Bureau, the Philadelphia ZooNational Constitution Center, and The Wilderness Society. He has a B.A. from Amherst College and an M.B.A. from the Wharton School of the University of Pennsylvania. Mr. Field was named the 2006 and 2017 Radio Executive of the Year by Radio Ink Magazine, and was also recognized as onea “Giant in Broadcasting” in 2017 by the International Radio & Television Society. In 2017, Mr. Field received the National Association of the bestBroadcasters’ National Radio Award. He is a three-time recipient of Institutional Investor Magazine’s “Best CEOs in America by Institutional Investor Magazine in 2006 and 2007.America.” Mr. Field is the son of Joseph M. Field.

·John C. Donlevie - Executive Vice President, Secretary, and General Counsel.  John C. Donlevie


•Joseph M. Field – Chairman Emeritus & Director. Joseph M. Field (age 62) has91) founded the Company in 1968, served as President, Chief Executive Officer and Chairman from formation until 1998, as Chief Executive Officer and Chairman from formation until 2002, as Chairman until 2017, and as a Director at all times since our Executive Vice President, General Counsel and one of our Directors since 1989, our Secretary since 1998 and was our Vice President-Legal and Administrative from 1984 to 1989. Prior to joining us in 1984,inception. Before entering the broadcasting business, Mr. DonlevieField practiced law for 1114 years most recentlyin New York (including service as Corporate Counselan Assistant United States Attorney for the Southern District of Ecolaire Incorporated in Malvern, Pennsylvania. He has a B.S. in Engineering from Drexel UniversityNew York) and a J.D. from Temple University School of Law.Philadelphia. Mr. Donlevie is a member of the board of directors of the Joseph and Marie Field Foundation and is a member ofserved on the Board of ManagersDirectors of the National Association of Broadcasters Traffic Consortium, LLC.

·Robert S. Wiesenthalfor the years 1992 through 1996. At present Mr. Field serves on the Boards of Directors of the Broadcasters’ Foundation of America, the Philadelphia Orchestra Association, the Mary Louise Curtis Bok Foundation, the Settlement Music School, the Philadelphia Chamber Music Society and the Foreign Policy Research Institute. In addition, he serves on the Advisory Board of the University of Pennsylvania’s Field Center for Children’s Policy, Practice & Research. Mr. Field has a B.A. from the University of Pennsylvania, an L.L.B. from Yale Law School and a D.M. from the Curtis Institute of Music. Mr. Field is the father of David J. Field.


•David J. Berkman - Director.  Robert S. WiesenthalDavid J. Berkman (age 42)61) has served as one of ourAudacy’s Directors since April 2004.our initial public offering in January 1999. Mr. Berkman served as our Independent Lead Director from October 2017 until May 2021. Since January 2002,2000, Mr. WiesenthalBerkman has been servingserved as Executive Vice President and Chief Financial Officerthe Managing Partner of Sony Corporation of America.  In addition, since July 2005, Mr. Wiesenthal has been serving as Executive Vice President and Chief Strategy Officer, Sony Entertainment.  Prior to joining Sony Corporation of America, Mr. Wiesenthal was Managing Director at Credit Suisse First Boston from 1999 to 2000,Associated Partners, LP, a member of its Media Group from 1993 to 1999 and a member of its Mergers and Acquisition Group from 1986 to 1993.  Mr. Wiesenthal presentlyprivate equity firm primarily engaged in telecommunications infrastructure investments. He also serves on the boards of directors of Metro-Goldwyn-Mayer Inc (MGM), Sony Music Entertainment,Hamilton Lane Inc., Sony Ericsson Mobile CommunicationsChemimage Corporation and Sony/ATV Music Publishing LLC.Watchbox Holdings US. Mr. WiesenthalBerkman has a B.A.B.S. from the Wharton School of the University of Rochester.

·Michael J. Wolf - Director.  Michael J. Wolf (age 47) has served as one of our Directors since February 2008.  Since March 2007, Mr. Wolf has been serving as president of Farallon Point Inc., a strategic advisory provider.  From October 2005 to February 2007, Mr. Wolf was the President and Chief Operating Officer of MTV Networks, Inc. (“MTVN”). Prior to assuming this role at MTVN, Mr. Wolf was a Senior Director at McKinsey & Company and Global Leader of its Media, Entertainment and Information Practice from 2001 to 2005.  Previously, Mr. Wolf was a Senior Partner, member of the board of directors and leader of the Media and Entertainment Group at Booz Allen Hamilton, Inc. which he joined in 1989.  Mr. Wolf serves as a board member of the Educational Broadcasting Corporation.  Mr. Wolf has a B.A. from Columbia University.

Pennsylvania.

RECOMMENDATION OF THE BOARD OF DIRECTORS


Our Board of Directors unanimously recommends that you vote “FOR” each of the nominees listed above.

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PROPOSAL 3

APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE

ENTERCOM EQUITY COMPENSATION PLAN

DESCRIPTION OF PROPOSAL

The BoardIn nominating the present slate of Directors uponto be considered at the recommendation2023 Annual Meeting, our Board and our Nominating/Corporate Governance Committee considered the following specific experience, qualifications, attributes or skills in concluding that each such nominee should continue to serve as a Director of the Compensation CommitteeCompany:


David J. Field has served as our Chairman of the Board of Directors (the “Committee”),since 2017, our Chief Executive Officer since 2002 and a Director since 1995. In addition to having served in various operating and financial capacities for the Company, Mr. Field has determined that it would be
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previous experience in the best interestinvestment banking industry. Further, Mr. Field has experience in serving in a leadership capacity within the radio broadcast industry.

Joseph M. Field is the founder of the Company to implement a stock option exchange program (the “Option Exchange Program”).  On February 10, 2009,Company. Mr. Field had served as our Chairman of the Board since our founding in 1968 until our merger with CBS Radio in 2017. Formerly, Mr. Field served as our President/CEO for 30 years and as our CEO for 33 years.

David J. Berkman has served as one of our Directors uponsince the recommendationconsummation of our initial public offering in January 1999. Mr. Berkman previously served as our Independent Lead Director. Mr. Berkman has served as an executive officer and director of a number of public/private companies including several directly involved in the Committee, approvedmedia and communication industries. As a director of these companies, Mr. Berkman serves on various board committees.

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PROPOSAL 2
APPROVAL OF A REVERSE STOCK SPLIT
DESCRIPTION OF PROPOSAL

We are asking that our shareholders approve an amendment to the Entercom Equity Compensation Planour Amended and Restated Articles of Incorporation to permit us to effect a reverse stock split of our outstanding Class A and Class B Common Stock at a reverse stock split ratio ranging from any whole number between one new share for every two existing shares and one new share for every 30 existing shares (the “PlanReverse Stock Split”) to permit the Option Exchange Program,, subject to and as determined by a committee (the “Committee”) appointed by the Board consisting of David J. Field, Joel Hollander and Sean R. Creamer. Our Board has unanimously approved and declared advisable the amendment effecting the Reverse Stock Split and recommends that our shareholders approve the amendment. The language of the amendment, which amends and restates Article EIGHTH of our Amended and Restated Articles of Incorporation, is attached to this proxy statement as Appendix A.

The primary reason we are seeking shareholder approval.  The Board believes thatapproval of the Option Exchange Program, if approved by shareholders, will benefitReverse Stock Split is to attempt to increase the Company by: (i) reducing overhang and decreasing the potential shareholder dilution; (ii) restoring incentive to key employees; (iii) making it easier to meet industry standards and shareholder expectations for linking compensation with performance; and (iv) generally maximizing the alignment of employee and director interests with the Company’s shareholders.

Under the Option Exchange Program, the Company will offer Company employees and non-employee directors a one-time opportunity to exchange all of their outstanding stock options, with exercise prices equal to or greater than $11.80 per share (“Eligible Options”), for a lesser numberclosing price of shares of restrictedour Class A Common stock ofStock to meet the Company (“minimum average closing price requirement for continued listing on the New SharesYork Stock Exchange (the “NYSE”). The New Shares would be granted promptly followingWe believe that if the expiration of a tender offer to be made to holders of Eligible Options (“Eligible Holders”).  All New SharesReverse Stock Split proposal is not approved by our shareholders, it is likely that our Class A Common Stock will be granted underdelisted from the Plan.  The exchange ratio underNYSE.


If our shareholders approve the Option Exchange Programamendment, then the Committee will as follows:

Option

Exchange Ratio

Strike Price

(Options For RSUs)

At least $11.80 but less than $30.00

2.25 for 1

$30.00 or more

4.50 for 1

In order to effect the Option Exchange Program, the Company will offer to holders of Eligible Options, upon the terms and subject to the conditions set forth in certain “tender offer” documents and related materialscause it to be filed with the SEC and distributed to all holdersDepartment of Eligible Options (the “Offer to Exchange”).

The $11.80 per share price represents the Company’s fifty-two week closing high as of February 28, 2009.  The exercise prices of all Eligible Options range between $12.31 and $52.05.

The following are summaries of: (i) the amendment to the Plan; (ii) the Option Exchange Program; and (ii) the Plan as amended.  The statements made herein concerning terms and provisionsState of the Plan are summariesCommonwealth of Pennsylvania (the “Pennsylvania Department of State”) and do not purporteffect the Reverse Stock Split only if the Committee subsequently determines that the Reverse Stock Split is in the best interests of the Company. The number of outstanding shares of Class A and Class B Common Stock to be a complete recitationcombined into one share of our Class A and Class B Common Stock, respectively, at the Plan provisions.  Such statements are qualifiedratio determined by express reference to the Plan.  A copy of the Plan, as amended, is attached hereto as Appendix A and is incorporated by reference herein.

PLAN AMENDMENT

Background.  NYSE rule 303A(8) defines “repricing” to include “canceling an option at a time when its strike price exceeds the fair market value of the underlying stock, in exchange for another option [or] restricted stock.”  Under NYSE rules, an equity compensation plan that does not contain a provision that specifically permits repricing of options is considered as prohibiting repricing.  The Plan does not expressly permit repricing, accordingly the Plan is deemed under NYSE Rules to prohibit repricing.

The Amendment.  In order to permit the Company to implement the Option Exchange Program, the Board of Directors, upon the recommendation of the Committee within the range approved an amendment to the Plan.  The Amendment to the Plan is as follows:

21(f)       One-time Option Exchange Program.  The Company may affect a one-time option exchange program (the “Option Exchange Program”), toby our shareholders will be commenced at the discretion of the Compensation Committee of the Board of Directors, pursuant to which the Company may offer such option holders under the Plan, as the Compensation Committee may determine, a one-time opportunity for such option holders to voluntarily exchange all (but not less than all) of their outstanding stock options at a ratio of: (i) for options with a strike price of $30 per share or more - one (1) restricted stock unit for each 4.5 eligible options surrendered; and (ii) for options with a strike price of equal to or greater than $11.80 per share but less than

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$30 per share – one (1) restricted stock unit for each 2.25 eligible options surrendered.  All Options surrendered in connection with the Option Exchange Program shall not be available for re-issuance under the Plan.  All restricted stock units issued under this Option Exchange Program shall not count against the 3,000,000 share restricted stock sub-limit set forth in Section 3(a)a Current Report on Form 8-K filed by the Company prior to the effective time of the Plan.

THE OPTION EXCHANGE PROGRAM

Overview.  UnderReverse Stock Split (the “Effective Time”). Following the Option Exchange Program,shareholders’ approval of this Proposal 2, no further action on the Companypart of the shareholders will offerbe required to either implement or abandon the Reverse Stock Split and the Committee may effect and implement the Reverse Stock Split at any time.


The Committee also may determine, in its sole discretion, not to effect the Reverse Stock Split and not to file the related amendment. Although we presently intend to effect the Reverse Stock Split to regain compliance with the NYSE’s minimum average closing price requirement, the Committee has the right, notwithstanding our shareholders’ approval of the proposed amendment, to abandon it at any time (without further action by our shareholders) before it is filed with the Pennsylvania Department of State. The Committee may consider a variety of factors in determining whether or not to proceed with the proposed amendment, including overall trends in the stock market, recent changes and anticipated trends in the per-share market price of our Class A Common Stock, rule changes and/or guidance by the NYSE, business developments, and our actual and projected stock price performance. In particular, if the closing price of our Class A Common Stock on the NYSE is at least $1.00 as of the last trading day of any calendar month and has an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month, as discussed more fully below, the Committee may decide to abandon the filing of the proposed amendment.

As of March 17, 2023, there were 147,067,534 shares of our Class A Common Stock and 4,045,199 shares of our Class B Common Stock issued and outstanding. Based on these numbers of our outstanding Class A and Class B Common Stock, immediately following the effectiveness of the Reverse Stock Split, we will have, depending on the Reverse Stock Split ratio selected by the Committee, issued and outstanding shares of Class A and Class B Common Stock as illustrated by the table under the caption “Effects of the Reverse Stock Split – Effect on Shares of our Class A and Class B Common Stock.”

The Reverse Stock Split will not change the number of authorized shares of our Class A or Class B Common Stock or the relative voting power of holders of options issued pursuant to the Plan a one-time opportunity to exchange all (but not less than all) of theirour outstanding Eligible Options for a lesserClass A or Class B Common Stock. The relative number of New Shares.  The New Shares would be granted followingauthorized but unissued shares of our Class A and Class B Common Stock will materially increase as a consequence of the expirationamendment, and these shares of a tender offer to be made to the Eligible Holders.  The exchange ratio under the Option Exchange ProgramClass A Common Stock will be at a ratio of: (i) for options with a strike price of $30 per share or greater - one (1) restricted stock unit for each 4.5 eligible options surrendered; and (ii) for options with a strike price of equal to or greater than $11.80 per share but less than $30 per share — one (1) restricted stock unit for each 2.25 eligible options surrendered.  All Eligible Options surrendered in connection with the Option Exchange Program will not be available for issuance underby the Plan.  All restricted stock units issued under this Option Exchange Program shall not count against the 3,000,000 share restricted stock sub-limit set forth in Section 3(a) of the Plan.

Process.  In order to effect the Option Exchange Program, the CompanyCompany. The Reverse Stock Split, if effected, will commence an offer to Eligible Holders, upon the terms and subject to the conditions set forth in certain “tender offer” documents and related materials to be filed with the SEC and distributed toaffect all holders of Eligible Options.  Whileour Class A and Class B Common Stock uniformly.


No fractional shares of our Class A or Class B Common Stock will be issued as a result of the Company intendsReverse Stock Split. Instead, any shareholders of Class A or Class B Common Stock who would have been entitled to makereceive fractional shares as a result of the Offer to ExchangeReverse Stock Split will instead receive cash payments in lieu of such fractional shares. Each holder of our Class A or Class B Common Stock will hold the same percentage of our outstanding Class A or Class B Common Stock, respectively, immediately following the Reverse Stock Split as that shareholder did immediately prior to the May 12, 2009Reverse Stock Split, except to the extent that the Reverse Stock Split results in shareholders receiving cash in lieu of fractional shares. The par value of our Class A and Class B Common Stock will continue to be $0.01 per share (see “Effects of the Reverse Stock Split – Reduction in Stated Capital”).


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Reasons for the Reverse Stock Split

Our primary objective in effectuating the Reverse Stock Split is to attempt to raise the per-share trading price of our Class A Common Stock to continue our listing on the NYSE. To maintain our listing, the NYSE requires, among other things, that our Class A Common Stock have a closing price of at least $1.00 as of the last trading day of any calendar month and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month.

On August 1, 2022, we were notified by the NYSE that we were not in compliance with Rule 802.01C of the NYSE’s Listed Company Manual (“Rule 802.01C”) relating to the minimum average closing price of our Class A Common Stock required over a consecutive 30 trading-day period. Under the NYSE’s rules, in addition to an initial six-month cure period which is no longer applicable to the Company, because we determined that we will seek to regain compliance, if necessary, by effecting a reverse stock split if we obtain shareholder approval at our next annual meeting such offerof shareholders, the minimum price condition will be conditioned upondeemed cured if the shareholdersprice promptly exceeds $1.00 per share after such approval, ofand the amendment to the Plan to permit the Option Exchange Program.  Each Eligible Holder will be givenprice remains above that level for at least twenty (20) business days to decide whether to surrender all of their Eligible Options in exchangethe following 30 trading days.

Since August 1, 2022, the average closing price for New Shares.  If the Proposal to approve the amendment to the Plan to permit the Option Exchange Program is not approved by the shareholders of the Company, the Option Exchange Program will not be consummated.  Even if approved by the shareholders, the Board will retain the authority, in its sole discretion, to terminate, modify or postpone the Option Exchange Program at any time prior to the closing date thereof.

Outstanding Options Eligible For The Option Exchange Program.  As of February 26, 2009, options to purchase approximately 3,324,955 shares ofour Class A common stock were outstanding under the Plan.  Approximately 2,224,830 of these options, with exercise prices ranging from $12.31Common Stock, over a consecutive 30 trading-day period, has remained below $1.00 per share. We strongly encourage you to $52.05, would be eligible for exchange under the Option Exchange Program.  There are approximately 207 holders of Eligible Options.  The following table shows the number of Eligible Options outstanding by price range as of February 26, 2009:

Eligible Option
Exercise Price

Range

 

Maximum
Number of
Eligible Options

 

Weighted
Average
Exercise Price

 

Weighted Average
Remaining Life
(Years)

 

$12.31 - $22.50

 

300,775

 

$

13.72

 

8.76

 

$23.87 - $23.87

 

400,000

 

$

23.87

 

8.43

 

$27.75 - $27.75

 

431,619

 

$

27.75

 

1.72

 

$28.19 - $34.44

 

76,250

 

$

32.48

 

3.25

 

$35.05 - $35.05

 

857,500

 

$

35.05

 

5.65

 

$36.25 - $52.05

 

158,686

 

$

45.55

 

3.05

 

$12.31 - $52.05

 

2,224,830

 

$

29.40

 

5.54

 

Effect on Equity.  If all of the Eligible Options outstanding as of February 26, 2009 were exchanged for New Shares: (i) the total number of options outstanding under the Plan would decrease from approximately 3.3 million to approximately 1.1 million; and (ii) the total number of restricted stock units outstanding under the Plan would increase from approximately 1.4 million to approximately 2.1 million.

All Eligible Options surrendered in connection with the Option Exchange Program will not be available for issuance under the Plan.  New RSUs granted under the Plan will not count against the 3,000,000 share restricted stock sub-limit set forth in Section 3(a) of the Plan.  Accordingly, assuming all eligible options were surrendered, such sublimit will be effectively increased to 3,750,216 shares of restricted stock / RSUs.

While the Option Exchange Program will not increase the number of shares available for future issuance under the Plan, the Option Exchange Program is expected to reduce the number of shares subject to outstanding options.  For example, if all Eligible Options were surrendered in the Option Exchange Program: (i) the Company would issue approximately 750,216

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New Shares; (ii) the Company would have approximately 1,474,614 fewer shares of common stock subject to outstanding awards (i.e., options and restricted stock); and (iii) the number of shares available for issuance under the Plan would not change.  The actual net reduction in options outstanding and options outstanding as a percentage of total shares outstanding will depend on a variety of factors, including the level of participation in the Option Exchange Program and any forfeitures or new grants under the Plans.

The Exchange Ratio.Holders will be permitted to surrender Eligible Options at an exchange ratio which is a function of the strike price of each Eligible Option.  Specifically, the ratios are: (i) for options with a strike price of $30 per share or more - one (1) restricted stock unit for each 4.5 eligible options surrendered; and (ii) for options with a strike price of equal to or greater than $11.80 per share but less than $30 per share — one (1) restricted stock unit for each 2.25 eligible options surrendered.  The number of New Shares to be received by each participant in the Exchange Offer will be rounded (up or down) to the nearest whole number.

Election To Participate.  Under the Option Exchange Program, holders of Eligible Options will be given a one-time opportunity to exchange all (but not less than all) of their Eligible Options for a lesser number of New Shares at the Exchange Ratio.  Participation in the Option Exchange Program will be voluntary.  Holders of Eligible Options will not be permitted to exchange only a portion of their Eligible Options for New Shares.  Votingvote in favor of this Proposal 2 to increase the likelihood that compliance may be achieved prior to action being taken to delist us from the NYSE.


We are seeking shareholder approval for the authority to effectuate the Reverse Stock Split as a means of increasing the share price of our Class A Common Stock to be at or above $1.00 per share in order to attempt to avoid delisting by the NYSE. We expect that the Reverse Stock Split will increase the closing price per share of our Class A Common Stock to be above the $1.00 per share minimum price for the required number of days, thereby satisfying this listing requirement. However, there can be no assurance that the Reverse Stock Split will have that effect, initially or in the future, or that it will enable us to maintain the listing of our Class A Common Stock on the NYSE. We are not aware of any present efforts by anyone to accumulate our Class A Common Stock, and the proposed Reverse Stock Split is not intended to be an anti-takeover device.

In addition, we believe that the low per-share market price of our Class A Common Stock impairs its marketability to, and acceptance by, institutional investors and other members of the investing public and creates a negative impression of the Company. Theoretically, decreasing the number of shares of our Class A Common Stock outstanding should not, by itself, affect the marketability of the shares, the type of investor who would be interested in acquiring them or our reputation in the financial community or with our customers. In practice, however, many investors, brokerage firms and market makers consider low-priced stocks as more speculative in nature and, as a matter of policy may avoid investment and trading in such stocks. Moreover, the analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of lower-priced stocks. The presence of these factors may be adversely affecting, and may continue to adversely affect, not only the price of our Class A Common Stock but also its trading liquidity. In addition, these factors may affect our ability to raise additional capital through the sale of our Class A Common Stock.

We believe that the decrease in the number of shares of our outstanding Class A Common Stock because of the Reverse Stock Split, and the anticipated increase in the price per share, will possibly promote greater liquidity for our shareholders with respect to their shares. However, liquidity may be adversely affected by the reduced number of shares that will be outstanding if the Reverse Stock Split is effected, particularly if the Committee decides on a greater ratio for the Reverse Stock Split or if the price per share of our Class A Common Stock begins a declining trend after the Reverse Stock Split is effectuated.

There can be no assurance that the Reverse Stock Split will achieve any of the desired results. There also can be no assurance that the price per share of our Class A Common Stock immediately after the Reverse Stock Split will increase proportionately with the Reverse Stock Split, or that any increase will be sustained for any period of time.

We believe the Reverse Stock Split is the best way to support the price of our Class A Common Stock to achieve the minimum average closing price level required by the NYSE, although effecting the Reverse Stock Split cannot guarantee that we will be in compliance with the minimum bid price requirement for even the minimum 30-day trading period. In addition, the Reverse Stock Split cannot guarantee we will be in compliance with the other criteria required to maintain our listing on the NYSE.

In evaluating whether to seek shareholder approval for the Reverse Stock Split, our Board took into consideration negative factors associated with reverse stock splits. These factors include: the negative perception of reverse stock splits that investors, analysts and other stock market participants may hold; that the stock prices of some companies that have effected reverse stock splits have subsequently declined, sometimes significantly, following their reverse stock splits; the possible adverse effect on liquidity that a reduced number of outstanding shares could cause; and the costs associated with implementing a reverse stock split.

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Even if our shareholders approve the Reverse Stock Split, the Committee reserves the right not to effect the Reverse Stock Split if, in the Committee’s opinion, it would not be in the best interests of the Company to effect such Reverse Stock Split.

Criteria the Committee May Use to Determine Whether to Implement the Reverse Stock Split

When determining whether to implement the Reverse Stock Split, and which Reverse Stock Split ratio to implement, if any, following the receipt of shareholder approval, the Committee may consider various factors, including:

•the historical trading price and trading volume of our Class A Common Stock;
•the then-prevailing trading price and trading volume of our Class A Common Stock and the expected impact of the Reverse Stock Split on the trading market for our Class A Common Stock in the short- and long-term;
•the listing requirements, other rules and guidance from the NYSE;
•the number of shares of our Class A and Class B Common Stock outstanding;
•the anticipated impact of a particular ratio on our ability to reduce administrative and transactional costs; and
•prevailing general market, legal and economic conditions.

Certain Risks and Potential Disadvantages Associated with a Reverse Stock Split

We cannot assure you that the Reverse Stock Split will increase our stock price and for the required time period. We expect that, if implemented, the Reverse Stock Split will increase the market price of our Class A Common Stock; however, the effect of the Reverse Stock Split on the market price of our Class A Common Stock cannot be predicted with any certainty, and the history of reverse stock splits for other companies in our industry is varied. Some investors may view a reverse stock split negatively. It is possible that the per share price of our Class A Common Stock after the Reverse Stock Split will not increase in the same proportion as the reduction in the number of our outstanding shares of Class A Common Stock following the Reverse Stock Split. Furthermore, the Reverse Stock Split may not result in a per share price that will attract investors who do not trade in lower priced stocks.

In addition, although we believe the Reverse Stock Split will enhance the marketability of our Class A Common Stock to certain potential investors, we cannot assure you that, if implemented, our Class A Common Stock will be more attractive to investors. Even if we implement the Reverse Stock Split, the market price of our Class A Common Stock may decrease due to factors unrelated to the Reverse Stock Split, including our future performance or general market trends. If the Reverse Stock Split is consummated and the trading price of our Class A Common Stock declines, the percentage declines as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Stock Split.

If implemented, the proposed Reverse Stock Split may decrease the liquidity of our Class A Common Stock and result in higher transaction costs. The liquidity of our Class A Common Stock may be negatively impacted by the Reverse Stock Split, given the reduced number of shares that will be outstanding after the Reverse Stock Split, particularly if the stock price does not increase as a result of the Reverse Stock Split. Additionally, if the Reverse Stock Split is implemented, it will increase the number of our shareholders who own “odd lots” of fewer than 100 shares of Class A Common Stock. Brokerage commissions and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100 shares of common stock. Accordingly, the Reverse Stock Split may not achieve the desired results of increasing marketability of our Class A Common Stock as described above.

The Reverse Stock Split will not decrease our authorized shares. Although the Reverse Stock Split will not have any dilutive effect on our shareholders, the Reverse Stock Split will reduce the proportion of shares owned by our shareholders relative to the number of shares authorized for issuance, resulting in an effective increase in the relative number of authorized shares of Class A Common Stock available for issuance in the discretion of the Board. The Board from time to time may deem it to be in our best interests to enter into transactions and other ventures that may include the issuance of shares of our Class A Common Stock. If the Board authorizes the issuance of additional shares of Class A Common Stock subsequent to the Reverse Stock Split, the dilution to the ownership interest of our existing shareholders may be greater than would occur had the Reverse Stock Split not been effected.

Effective Time

The Effective Time of the Reverse Stock Split, if approved by shareholders and implemented by the Committee, will be the business day following the date the Articles of Amendment to our Amended and Restated Articles of Incorporation are filed with the Pennsylvania Department of State.

If, at any time before the filing of this amendment with the Pennsylvania Department of State, the Committee, in its discretion, determines that it is in our best interests to delay the filing of such amendment or abandon the Reverse Stock Split, the Reverse Stock Split may be delayed or abandoned, without any further action by our shareholders.
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Fractional Shares

Shareholders will not receive fractional shares of Class A or Class B Common Stock in connection with the Reverse Stock Split. Instead, any holder of Class A or Class B Common Stock who would otherwise be entitled to a fractional share of Class A or Class B Common Stock as a result of the Reverse Stock Split will instead be entitled to receive a cash payment equal to the product obtained by multiplying (a) the fraction of the share of Class A or Class B Common Stock which such shareholder would otherwise be entitled to receive by (b) the closing price per share of our Class A Common Stock on the NYSE at the annual meeting doesclose of business on the date prior to the Effective Time.

Shareholders will not constitute an electionbe entitled to participatereceive interest for the period of time between the Effective Time and the date payment is made for their fractional share interest. You should also be aware that, under the escheat laws of certain jurisdictions, sums due for fractional interests that are not timely claimed after the funds are made available may be required to be paid to the designated agent for each such jurisdiction. Thereafter, shareholders otherwise entitled to receive such funds may have to obtain the funds directly from the state to which they were paid.

If you believe that you may not hold sufficient shares of our Class A Common Stock at the Effective Time to receive at least one share in the Option Exchange Program.

Terms And Conditions Of The NewReverse Stock Split and you want to continue to hold our Class A Common Stock after the Reverse Stock Split, you may do so by either:


•purchasing a sufficient number of shares of our Class A Common Stock; or
•if you have shares of our Class A Common Stock in more than one account, consolidating your accounts;

in each case, so that you hold a number of shares of our Class A Common Stock in your account before the Reverse Stock Split that will entitle you to receive at least one share of Class A Common Stock in the Reverse Stock Split. We will announce the ratio determined by the Committee within the range approved by our shareholders in a Current Report on Form 8-K filed by the Company prior to the Effective Time. Shares.  The New Shares of our Class A Common Stock held in registered form and shares of our Class A Common Stock held in “street name” (that is, through a broker, bank or other holder of record) for the same shareholder will be granted underconsidered held in separate accounts and will not be aggregated when effecting the Plan promptly following the endReverse Stock Split.

Effects of the OfferReverse Stock Split

General

After the Effective Time of the Reverse Stock Split, should the Committee elect to Exchangeimplement it, each shareholder will own fewer shares of Class A or Class B Common Stock. The Reverse Stock Split will affect all of our shareholders uniformly, however, and will be subjectnot affect any shareholder’s percentage ownership interests in the Company, except to the termsextent that the Reverse Stock Split results in any of our shareholders owning a fractional share that is paid in cash as described above. Voting rights and conditionsother rights and preferences of the Plan.  The New Sharesholders of our Class A and Class B Common Stock will not be unvested ataffected by the time of grant, regardless of the vesting schedule of the Eligible Options.  The New Shares will vest over four years as follows: (i) 50% two years after the grant date; (i) 25% three years after the grant date; and (i) the remaining 25% four years after the grant date.  If the employment of a holder of New Shares is terminatedReverse Stock Split (other than as a result of death), such New Sharesthe payment of cash in lieu of fractional shares). For example, a holder of two percent of the voting power of the outstanding shares of our Class A and Class B Common Stock immediately before the Reverse Stock Split will not continue to vest and will be forfeited.  In the case of a non-employee director, if such director’s services to the Company is terminated (other than as a result of death), such New Shares will not continue to vest and will be forfeited.  Other restrictions regarding the New Shares and the vesting thereof will be set forth in the Offer to Exchange and grant instrument to be issued as of the grant date thereof.

Accounting Treatment.  Under the provisions of Statement of Financial Accounting Standards No. 123 (as revised in 2004), “Share-Based Payment,” or SFAS 123R, modification accounting for stock-based compensation will apply to an exchange of share-based awards.  The Company will recognize additional share-based compensation expense since, at the time the Company first makes the Offer to Exchange, the fair value of the New Shares is anticipated to be greater than the fair value of the surrendered Eligible Options.  This difference in fair value will be recognized as an expense on a straight-line basis over the vesting period of the New Shares.  Based upon the Company’s current Class A common stock price (as reported on the NYSE) and assuming thathold two percent (assuming there is no material change in the variables used to determine the fair value of the surrendered Eligible Options, the Company expects to recognize $0.3 million in share-based compensation expenseimpact as a result of the Option Exchange Program.

U.S. Federal Income Tax Consequences.  As a general rule, a recipientpayment of restricted stock / restricted stock unitscash in lieu of issuing fractional shares) of the voting power of the outstanding shares of our Class A and Class B Common Stock immediately after the Reverse Stock Split. The number of shareholders of record will not recognize taxable income until such time as the restricted stock / restricted stock unit is transferablebe affected by the participant or no longer subject to a substantial risk of forfeiture for federal tax purposes, whichever occurs earlier.  When the  restricted stock / restricted stock unit is either transferable or is no longer subject to a substantial risk of forfeiture, the participant will recognize ordinary income in an amount equalReverse Stock Split (except to the fair market valueextent that any shareholder holds only a fractional share interest and receives cash for such interest after such Reverse Stock Split).


The principal effects of the shares at that time.  The Company generallyReverse Stock Split will be entitledthat:

•each two to 30 existing shares of our Class A or Class B Common Stock owned by a deduction inshareholder (depending on the same amount.  Accordingly, a participant inReverse Stock Split ratio selected by the Option Exchange Program will generally recognize taxable income as the restricted stock units vest.

Potential Modifications Of Terms To Comply With Governmental Or Other Requirements.  The terms of the Option Exchange ProgramCommittee), will be described in an Offer to Exchange which will be filed with the SEC. It is possible that the SEC will require material modification of the terms of the Option Exchange Program. Consequently, the Company may be required to alter the terms of the Option Exchange Program to comply with SEC comments.  The Company also reserves the right, in its sole discretion, to suspend, modify or terminate the Option Exchange Program at any time for any reason prior to the Closing Date.

SUMMARY OF PLAN

Overview.  The purpose of the Plan is to attract and retain our employees, employeescombined into one new share of our subsidiaries (including employees who are Named Executive OfficersClass A or Directors) and to provide incentives to our non-employee Directors and certain advisors and consultants who perform services for us and our subsidiaries.  The Plan provides for grants of: (i) options intended to qualify as incentive stock options (“ISOs”) within the meaning of Section 422 of the Code; (ii) “nonqualified stock

9

Class B Common Stock, respectively;

options” that are not intended to so qualify (“NQSOs”); (iii) restricted stock; / restricted stock units; and (iv) stock appreciation rights (“SARs”).

Shares.  As of February 26, 2009, an aggregate of 7.9 million•no fractional shares of Class A or Class B Common Stock are authorized for issuance underwill be issued in connection with the Plan,Reverse Stock Split; instead, holders of which 1.6 million remain available for issuance.  The Plan initially authorized 8.5 million shares, plus an additional 1,500,000 shares per year (effective each January 1).  For January 1, 2007 and 2008, our BoardClass A or Class B Common Stock who would otherwise receive a fractional share of Directors determined that no additional shares would be addedClass A or Class B Common Stock, respectively, pursuant to the Plan, while for January 1, 2006 and 2009 the additional shares were added to the Plan.  In addition, as a resultReverse Stock Split will receive cash in lieu of the Company’s 2006 Option Exchange Program (pursuant to which options surrendered net of restricted stock issued were not available for reissuance)fractional share as explained above;

•by reducing the number of shares that can be issued underof Class A and Class B Common Stock outstanding without reducing the Plan wasnumber of shares of available but unissued common stock, the Reverse Stock Split will effectively reduced by 3.6 million.  Accordingly,increase the follow table showsrelative number of authorized but unissued shares, which, in the shares that have been authorized issuance undercase of the Plan:

Initial Authorized Amount

8,500,000

Annual Increases

January 1, 2006 Increase

1,500,000

January 1, 2007 Increase

—

January 1, 2008 Increase

—

January 1, 2009 Increase

1,500,000

2006 Option Exchange Decrease

(3,574,376

)

TOTAL

7,925,624

Only shares of Class A Common Stock, the Board may use in connection with future financings or other issuances;

•based upon the Reverse Stock Split ratio selected by the Committee, proportionate adjustments will be issued undermade to the Plan.  The number of shares for which ISOs may be issued under the Plan may not exceed 1,850,000 shares, subject to adjustment,per share exercise price and the number of shares issuable upon the exercise or vesting of restricted stock/ restricted stock units that may be issued under the Plan may not exceed 3,000,000 shares, subject to adjustment as provided in the Plan.  If andall then outstanding equity
11


awards with respect to the extent grants awarded under the Plan expire or are terminated for any reason without being exercised, thenumber of shares of Class A Common Stock subject to such grant will again be available for purposes ofaward and the Plan.  Since New Shares to be issued under the Plan will not count against the restricted stock / restricted stock units sublimit, upon approval of the amendmentexercise price thereof, in each case to the Plan,extent applicable, subject to the terms of such sublimit would effectively be increased by awards;
•the number of New Shares issuedshares of Class A Common Stock authorized under the Option Exchange Program.

AdministrationAudacy 2022 Equity Compensation Plan and the Amended and Restated Audacy Employee Stock Purchase Plan (together, the “Plans”) will be proportionately adjusted for the Reverse Stock Split ratio selected by the Committee; and

•the number of shareholders owning “odd lots” of less than 100 shares of our Class A Common Stock may potentially increase; odd lot shares may be more difficult to sell and brokerage commissions and other costs of transactions in odd lots generally are proportionately higher than the costs of transactions in “round lots” of even multiples of 100 shares.

We believe that any potential negative effects are outweighed by the benefits of the PlanReverse Stock Split.

Effect on Shares of Our Class A and Class B Common Stock

For the purposes of providing examples of the effect of the Reverse Stock Split on our Class A and Class B Common Stock, the following table contains information, based on share information as of March 17, 2023, of the effect of a Reverse Stock Split at certain ratios within the range of the proposed Reverse Stock Split ratios on the number of shares of our Class A and Class B Common Stock authorized, outstanding, reserved for future issuance and not outstanding or reserved:

StatusClass of StockNumber of Shares of Common Stock AuthorizedNumber of Shares of Common Stock Issued and OutstandingNumber of Shares of Common Stock Underlying Outstanding RSUs and Options
Number of Shares of Common Stock Reserved for Future Issuance (1)
Number of Shares of Common Stock Authorized but Not Outstanding, Underlying or Reserved (2)
Present State
No-Reverse Stock Split
Class A200,000,000135,256,32312,420,5684,355,66747,967,442
Class B75,000,0004,045,1990070,954,801
Post-Reverse Stock Split
Split Factor of 1:2
Class A100,000,00067,628,1616,210,2842,177,83323,983,722
Class B37,500,0002,022,5990035,477,401
Post-Reverse Stock Split
Split Factor of 1:5
Class A40,000,00027,051,2642,484,113871,1339,593,490
Class B15,000,000809,0390014,190,961
Post-Reverse Stock Split
Split Factor of 1:10
Class A20,000,00013,525,6321,242,056435,5664,796,746
Class B7,500,000404,519007,095,481
Post-Reverse Stock Split
Split Factor of 1:15
Class A13,333,3339,017,088828,037290,3773,197,831
Class B5,000,000269,679004,730,321
Post-Reverse Stock Split
Split Factor of 1:20
Class A10,000,0006,762,816621,028217,7832,398,373
Class B3,750,000202,259003,547,741
Post-Reverse Stock Split
Split Factor of 1:30
Class A6,666,6664,508,544414,018145,1881,598,916
Class B2,500,000134,839002,365,161

(1) Excludes amounts shown in Column titled “Number of Shares of Common Stock Underlying Outstanding RSUs and Options.” Presently includes:
(a) 3,820,709 available under the Audacy 2022 Equity Compensation Plan; and (b) 534,958 shares available under the Audacy Employee Stock Purchase Plan.
(2) Under our Amended and Restated Articles of Incorporation, we are generally not authorized to issue additional shares of Class B Common Stock.
Additional shares of Class B Common Stock could only be issued to existing holders upon a future stock dividend, forward stock split or similar action that impacts the Class B Common Stock.

After the Effective Time of the Reverse Stock Split that the Committee elects to implement, our Class A and Class B Common Stock will have new CUSIP numbers.

Effect on our Authorized Preferred Stock and Class C Common Stock

The Reverse Stock Split, if implemented, will not affect the total authorized number of shares of our preferred stock or Class C Common Stock or the par value of our preferred stock or Class C Common Stock.

Effect on Outstanding Equity Awards, Equity Plans, and Employee Stock Purchase Plan

12


If the Reverse Stock Split is administeredapproved by our shareholders and interpretedthe Committee decides to implement the Reverse Stock Split, as of the Effective Time, based on the Reverse Stock Split ratio selected by the Compensation Committee, (the “proportionate adjustments will be made to all then-outstanding equity awards with respect to the number of shares of Class A Common Stock subject to such awards and the exercise price thereof.In addition, the number of shares of Class A Common Stock available for issuance under the Plans will be proportionately adjusted for the Reverse Stock Split ratio selected by the Committee,”) such that fewer shares will be subject to the Plans.

Reduction in Stated Capital

Pursuant to the Reverse Stock Split, the par value of our Class A and Class B Common Stock will remain $0.01 per share.As a result of the BoardReverse Stock Split, at the Effective Time, the stated capital on our balance sheet attributable to our Class A and Class B Common Stock will be reduced in proportion to the size of Directors.  the Reverse Stock Split, subject to a minor adjustment in respect of the treatment of fractional shares, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced.Our shareholders’ equity, in the aggregate, will remain unchanged.

Shares Held in Book-Entry and Through a Broker, Bank or Other Holder of Record

The combination of, and reduction in, the number of our outstanding shares of Class A and Class B Common Stock as a result of the Reverse Stock Split will occur automatically at the Effective Time without any additional action on the part of our shareholders.

Upon the Reverse Stock Split, we intend to treat shareholders holding shares of our Class A Common Stock in “street name” (that is, through a broker, bank or other holder of record) in the same manner as registered shareholders whose shares of our Class A Common Stock are registered in their names.Brokers, banks or other holders of record will be instructed to effect the Reverse Stock Split for their beneficial holders holding shares of our Class A Common Stock in “street name”; however, these brokers, banks or other holders of record may apply their own specific procedures for processing the Reverse Stock Split.If you hold your shares of our Class A Common Stock with a broker, bank or other holder of record, and you have any questions in this regard, we encourage you to contact your holder of record.

If you hold registered shares of our Class A or Class B Common Stock in a book-entry form, you do not need to take any action to receive your post-Reverse Stock Split shares of our Class A or Class B Common Stock, respectively, in registered book-entry form or your cash payment in lieu of fractional shares, if applicable.If you are entitled to post-Reverse Stock Split shares of our Class A or Class B Common Stock, a transaction statement will automatically be sent to your address of record as soon as practicable after the Effective Time indicating the number of shares of our Class A or Class B Common Stock you hold.In addition, if you are entitled to a payment of cash in lieu of fractional shares, a check will be mailed to you at your registered address as soon as practicable after the Effective Time.By signing and cashing this check, you will warrant that you owned the shares of our Class A or Class B Common Stock for which you received a cash payment (see “Fractional Shares”).

If you hold any of your shares of our Class A or Class B Common Stock in certificate form, you will receive a transmittal letter from our transfer agent as soon as practicable after the Effective Time. The transmittal letter will be accompanied by instructions specifying how you can exchange your certificate representing the pre-Reverse Stock Split shares of our Class A or Class B Common Stock for either: (1) a certificate representing the post-Reverse Stock Split shares of our Class A or Class B Common Stock, as applicable, or (2) post-Reverse Stock Split shares of our Class A or Class B Common Stock, as applicable, in a book-entry form, evidenced by a transaction statement that will be sent to your address of record indicating the number of shares of our Class A or Class B Common Stock you hold, in each case together with any payment of cash in lieu of fractional shares to which you are entitled.Beginning at the Effective Time of the Reverse Stock Split, each certificate representing pre-Reverse Stock Split shares of our Class A or Class B Common Stock will be deemed for all corporate purposes to evidence ownership of post-Reverse Stock Split shares.If you are entitled to a payment of cash in lieu of fractional shares, payment will be made as described under “Fractional Shares.”








Shareholders should not destroy any share certificate(s) and should not submit any share certificate(s) until requested to do so.
13



Interests of Certain Persons in Matters to be Acted Upon

No officer or director has any substantial interest, direct or indirect, by security holdings or otherwise, in the Reverse Stock Split that is not shared by all of our other shareholders.

Reservation of Right to Delay the Filing of the Amendment, or Abandon the Reverse Stock Split

The Committee shall consistreserves the right, notwithstanding shareholder approval of two this Proposal 2 and without further action by the shareholders, to elect not to proceed with the Reverse Stock Split if the Committee, in its sole discretion, determines that it is no longer in our best interests to proceed with the Reverse Stock Split.Such determination will be based upon factors the Committee then deems appropriate, including our then current Class A Common Stock price, the existing and expected marketability and liquidity of our Class A Common Stock, prevailing market conditions, rule changes and/or more persons who mayguidance by the NYSE, and the likely effect on the market price of our Class A Common Stock.

Required Vote; Effect of Proposal

The affirmative vote of a majority of the votes cast by all Class A and Class B Common Stock holders entitled to vote on this item at the Annual Meeting, voting as a single class, is required for approval of this Proposal 2.Proxies solicited by our Board will be “outside directors” asvoted for approval of this Proposal 2 unless otherwise specified.

No Dissenters’ Rights

Under Pennsylvania law, shareholders have no rights to exercise dissenters’ rights of appraisal with respect to the Reverse Stock Split.

No Going Private Transaction

Notwithstanding the decrease in the number of outstanding shares following the proposed Reverse Stock Split, our Board does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

Material U.S. Federal Tax Consequences of the Reverse Stock Split

The following discussion is a summary of material U.S. federal income tax consequences of an implemented Reverse Stock Split to U.S. Holders (as defined under Section 162(m) ofbelow). This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”) and related, Treasury regulations promulgated thereunder, published rulings and “non-employee directors” as defined under Rule 16b-3 underadministrative pronouncements of the Securities Exchange ActInternal Revenue Service (the “IRS”), and judicial decisions in each case in existence on the date hereof, all of 1934, as amended.  Subjectwhich are subject to ratificationchange. Any such change could apply retroactively and could adversely affect the tax consequences described below. No assurance can be given that the IRS will agree with the consequences described in this summary, or approvalthat a court will not sustain any challenge by the Board (ifIRS in the Board retains such right)event of litigation. No advance tax ruling has been or will be sought or obtained from the Committee shall haveIRS regarding the sole authority to: (i) determine the individuals to whom grants shall be made under the Plan; (ii) determine the type, size and termstax consequences of the grants to be made to each such individual; (iii) determine the time when grants will be made and the commencement and durationtransactions described herein.

For purposes of any applicable exercise or restriction period, including the criteria for exercisability and the acceleration of exercisability; and (iv) deal with any other matters arising under the Plan.

Eligibility for Participation.  The following are eligible to be participants in the Plan (“Participants”): (i) all employees of us and our subsidiaries (“Employees”), including Employees who are officers or members of the Board; (ii) members of the Board who are not Employees (“Non-Employee Directors”); and (iii) those consultants and advisors who perform services for us or any of our subsidiaries (“Key Advisors”) if the Key Advisors are natural persons rendering bona fide services and such services are not in connection with the offer or sale of securities inthis summary, a capital-raising transaction.  The aggregate number“U.S. Holder” is a beneficial owner of shares of our stockClass A or Class B Common Stock that is (a) an individual who is a citizen of the United States or who is resident in the United States for U.S. federal income tax purposes, (b) an entity that is classified for U.S. federal income tax purposes as a corporation and that is organized under the laws of the United States, any state thereof, or the District of Columbia, or is otherwise treated for U.S. federal income tax purposes as a domestic corporation, (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (d) a trust (i) whose administration is subject to the primary supervision of a court within the United States and all substantial decisions of which are subject to the control of one or more United States persons as described in Section 7701(a)(30) of the Code (“United States persons”), or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a United States person.


This summary does not discuss all U.S. federal income tax considerations that may be grantedrelevant to any individual during any calendar year may not exceed 925,000 shares.

Options.  The exercise priceU.S. Holders in light of any ISO granted under the Plan will not be less than the fair market value of the underlying shares of Common Stock on the date of grant. The exercise price of an ISO granted to an employee who owns more than 10% of the Common Stock may not be less than 110% of the fair market value of the underlying shares of Common Stock on the date of grant. The exercise price of an NQSOtheir particular circumstances or that may be greater than, equalrelevant to or less than the fair market value of the underlying shares of Common Stock on the date of grant.  The Committee will determine the term of each option; provided, however,certain beneficial owners that the exercise period may not exceed ten years from the date of grant, and the exercise period of an ISO granted to an employee who owns more than 10% of the Common Stock may not exceed five years from the date of grant.  The Participant may pay the exercise price: (i) in cash; (ii) with the approval of the Committee, by delivering shares of Common Stock owned by the Participant and having a fair market value on the date of exercise equal to the exercise price; or (iii) by such other method as the Committee approves.  The Participant may instruct us to deliver the shares of Common Stock due upon the exercise to a designated broker instead of to the Participant.

10


Restricted Stock / Restricted Stock Units.  The Committee may issue restricted stock / restricted stock units pursuant to the Plan.  Restricted stock / restricted stock units may be issued for consideration or for no consideration, as the Committee determines.  The number of shares of restricted stock / restricted stock units granted to each Participant shall be determined by the Committee (subject to the maximum limitations).  Grants of restricted stock / restricted stock units will be made subject to such performance requirements, vesting provisions, transfer restrictionsspecial treatment under U.S. federal income tax law (for example, tax-exempt organizations, S corporations, partnership and other pass through entities (and investors therein), mutual funds, insurance companies, banks and other financial institutions, dealers in securities, brokers or other restrictions and conditions as the Committee may determinetraders in its sole discretion.

Stock Appreciation Rights.  The Committee may grant SARs alonesecurities, commodities or in tandem with any stock option pursuantcurrencies, that elect to the Plan.  The base priceuse a mark-to-market method of an SAR will be either: (i) the exercise price of any related stock option; or (ii) if no related stock option,the fair market value of a share of Common Stock on the date of grant of the SAR.  The value of an SAR is the amount by which the fair market value of the underlying stock on the date of exercise of the SAR exceeds the base amount of the SAR.  The Committee shall determine whether the appreciation in an SAR shall be paid in the form of cash,accounting, real estate investment trusts, regulated investment companies, individual retirement accounts, qualified pension plans, persons who hold shares of our stock, or a combination of the two, in such proportionClass A Common Stock as the Committee deems appropriate.  To the extent a Participant exercises a tandem SAR, the related option shall terminate. Similarly, upon exercisepart of a stock option,straddle, hedging, constructive sale, conversion, or other integrated

14


transaction, U.S. Holders that have a functional currency other than the related or tandem SAR, if any, shall terminate.

AmendmentU.S. dollar, and Termination of the Plan.  The Board may amend or terminate the Plan at any time; provided, however, that the Board shall not amend the Plan without shareholder approval if: (i) such approval is required in order for Incentive Stock Options granted or to be granted under the Plan to meet the requirements of Section 422 of the Code; or (ii) such approval is required in order to exempt compensation under the Plan from the deduction limit under Section 162(m) of the Code.  No additional Grants shall be made under the Plan after January 20, 2015 or such earlier date as may be determined by the Board.  The Plan may be extended by the Board with the approval of the shareholders.

Adjustment Provisions.  If there is any change in the number or kind ofpersons who acquired shares of our stock outstanding by reason of: (i) a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares; (ii) a merger, reorganization or consolidation in which we are the surviving corporation; (iii) a reclassification or change in par value; or (iv) any other extraordinary or unusual event affecting our stock outstanding without our receipt of consideration, or if the value of outstanding shares of our stock is substantially reducedClass A Common Stock as a result of the exercise of employee stock options or otherwise as compensation or through a spinofftax-qualified retirement plan).Furthermore, this summary does not discuss any alternative minimum tax consequences or our paymentthe Medicare contribution tax on net investment income and does not address any aspects of an extraordinary dividendU.S. state or distribution, the maximum number oflocal or non-U.S. taxation.This summary only applies to those beneficial owners that hold shares of our stock availableClass A or Class B Common Stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for Grants, the maximum number ofinvestment).


If an entity classified for U.S. federal income tax purposes as a partnership owns shares of our stock that any individual participating in the Plan may be granted in any year, the number of shares covered by outstanding Grants, the kind of shares issued under the Plan, and the price per share of such Grants may be appropriately adjusted by the Committee.

Change of Control.  Upon a Change of Control, unless the Committee determines otherwise: (i) each Grantee with outstanding Grants shall receive written notice of such Change of Control: (ii) all outstanding Options and SARs shall automatically accelerate and become fully exercisable; and (iii) the restrictions and conditions on all outstanding restricted stock shall immediately lapse.  Upon a Change of Control where we are not the surviving corporation (or survive only as a subsidiary of another corporation), unless the Committee determines otherwise, all outstanding Options and SARs that are not exercised shall be assumed by, or replaced with comparable options and rights by, the surviving corporation.

A change of control is defined as: (i) any “person” becoming a “beneficial owner” of securities of us representing more than 50% of all votes required to elect a majority of the Board, provided that a Change of Control shall not be deemed to occur as a result of a change of ownership resulting from the death of a shareholder; (ii) the consummation by us of: (a) a merger or consolidation where our shareholders will not own more than 50% of all votes required to elect a majority of the board of directors of the surviving corporation, or (b) the consummation of an agreement providing for the sale or disposition by us of all or substantially all of our assets; (iii) a liquidation or dissolution of us; or (iv) any person completing a tender offer or exchange offer for shares representing more than 50% of all votes required to elect a majority of our Board.

Section 162(m).  Under Section 162(m) of the Code, we may be precluded from claiming a federal income tax deduction for total remuneration in excess of $1,000,000 paid to the Chief Executive Officer or to any of the other four most highly compensated officers (other than the Chief Financial Officer) in any one year.  Total remuneration would include amounts received upon the exercise of stock options or SARs granted under the Plan and the value of shares received when the shares of restricted stock became transferable (or such other time when income is recognized). An exception exists, however, for “performance-based compensation,” which meets certain requirements.  The Plan allows for “performance-based compensation” to Section 162(m) participants.

Other Effects Of Option Exchange Programs.  Other than the estimated $0.3 million in additional share-based compensation expense (assuming full participation in the Option Exchange Program) and the effect on our capitalization described above, we do not anticipate that the Option Exchange Program will have a material impact on our financial statements or results of operations.  You should consider this proposal together with “Management’s Discussion and Analysis

11


of Financial Conditions and Results of Operations” and our financial statements and the notes related thereto included in our Annual Report on Form 10-K for the year ended December 31, 2008, which accompanies this Proxy Statement, and which portions of our Annual Report are incorporated herein by reference.

Market Value of Class A Common Stock.  On February 26, 2009, the closing price of the Company’s Class A common stock, as reported on the New York Stock Exchange, was $1.08.

Existing Options Under Plan / New Plan Benefits For Option Exchange Program

Name and Title

 

Total
Options
Outstanding

 

Eligible
Options

 

RSUs
Granted
Assuming
Full
Participation

 

Dollar Value
of RSUs To
Be Granted
(1)

 

 

 

 

 

 

 

 

 

 

 

Executive Officers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

David J. Field
President and Chief Executive Officer & Director

 

765,000

 

625,000

 

250,000

 

$

270,000

 

 

 

 

 

 

 

 

 

 

 

Joseph M. Field
Chairman of the Board & Director

 

106,000

 

100,000

 

44,444

 

$

48,000

 

 

 

 

 

 

 

 

 

 

 

Stephen F. Fisher
Executive Vice President -Operations & Chief Financial Officer

 

435,000

 

400,000

 

133,333

 

$

144,000

 

 

 

 

 

 

 

 

 

 

 

John C. Donlevie
Executive Vice President, Secretary and General Counsel

 

81,250

 

50,000

 

16,667

 

$

18,000

 

 

 

 

 

 

 

 

 

 

 

Eugene D. Levin
Vice President, Treasurer & Controller

 

29,250

 

12,500

 

3,889

 

$

4,200

 

 

 

 

 

 

 

 

 

 

 

Executive Group Total

 

1,416,500

 

1,187,500

 

448,333

 

$

484,200

 

 

 

 

 

 

 

 

 

 

 

Non-Executive - Director Group

 

26,500

 

17,500

 

4,444

 

$

4,800

 

 

 

 

 

 

 

 

 

 

 

Non-Executive Officer - Employee Group

 

1,881,955

 

1,019,830

 

297,439

 

$

321,233

 

 

 

 

 

 

 

 

 

 

 

Total

 

3,324,955

 

2,224,830

 

750,216

 

$

810,233

 

(1)                                 The dollar value of Restricted Stock Units to be granted is computed based upon the closing price of the Company’s Class A Common Stock, the tax treatment of $1.08 asa member of the closeentity will depend on the status of businessthe member and the activities of the entity and such member.The tax treatment of such an entity, and the tax treatment of any member of such an entity, are not addressed in this summary.Any entity that is classified for U.S. federal income tax purposes as a partnership and that owns shares of our Class A Common Stock, and any members of such an entity, are encouraged to consult their tax advisors.


BENEFICIAL OWNERS OF SHARES OF OUR CLASS A OR CLASS B COMMON STOCK ARE ENCOURAGED TO SEEK ADVICE FROM THEIR OWN TAX ADVISORS REGARDING THE INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TAKING INTO ACCOUNT THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT ARISING UNDER THE U.S. FEDERAL INCOME, ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

We intend to take the position that the Reverse Stock Split constitutes a recapitalization for U.S. federal income tax purposes pursuant to Section 368(a)(1)(E) of the Code.Assuming the Reverse Stock Split qualifies as a recapitalization:

•a U.S. Holder will not recognize gain or loss on February 26, 2009.

the Reverse Stock Split, except with respect to any cash received in lieu of a fractional share of our Class A or Class B Common Stock;

•the aggregate tax basis of the shares of our Class A or Class B Common Stock received by a U.S. Holder in the Reverse Stock Split will be equal to the aggregate tax basis of the shares exchanged therefor (excluding any portion of such basis allocable to a fractional share);
•the holding period of the shares of our Class A or Class B Common Stock received by a U.S. Holder in the Reverse Stock Split will include the holding period of the shares exchanged therefor;
•a U.S. Holder that receives cash in lieu of a fractional share of our Class A or Class B Common Stock pursuant to the Reverse Stock Split will be treated as having received the fractional share pursuant to the Reverse Stock Split and then as having sold such fractional share for cash to a third party and accordingly should recognize taxable gain or loss in an amount equal to the difference, if any, between the amount of cash received and the portion of such U.S. Holder’s aggregate adjusted tax basis in the shares of our Class A or Class B Common Stock surrendered that is allocated to such fractional share; and
•such capital gain or loss will be short term if the pre-reverse split shares were held for one year or less at the Effective Time of the Reverse Stock Split and long term if held for more than one year.
U.S. Treasury regulations provide detailed rules for allocating the tax basis and holding period among shares of common stock which were acquired by a shareholder on different dates and at different prices.U.S. Holders that acquired shares of our Class A or Class B Common Stock on different dates or at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period among such shares.

Payments of cash made in lieu of a fractional share of our Class A or Class B Common Stock may, under certain circumstances, be subject to information reporting and backup withholding.To avoid backup withholding, each holder of our Class A or Class B Common Stock that does not otherwise establish an exemption should furnish on applicable IRS forms its taxpayer identification number and comply with the applicable certification procedures.

Backup withholding is not an additional tax and amounts withheld will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided the required information is timely furnished to the IRS.Holders of our Class A or Class B Common Stock should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to them.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The


Our Board of Directors unanimously recommends that you vote “FORFOR” approval of an amendment to our Amended and Restated Articles of Incorporation to effect a Reverse Stock Split, at the Committee’s discretion.
15


PROPOSAL 3
ADVISORY VOTES ON EXECUTIVE COMPENSATION

DESCRIPTION OF PROPOSAL

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires that the Company’s shareholders have the opportunity to cast a non-binding advisory vote regarding the approval of the amendmentcompensation disclosed in this proxy statement of the Company's executive officers who are named in the Summary Compensation Table (the “Named Executive Officers”).

The Company believes that the compensation policies for the Named Executive Officers are designed to attract, motivate and retain talented executive officers and are aligned with the long-term interests of the Company's shareholders. This advisory shareholder vote, commonly referred to as a “Say On Pay” vote, gives shareholders the opportunity to approve or not approve the compensation of the Named Executive Officers that is disclosed in this proxy statement by voting for or against the following resolution (or by abstaining with respect to the Entercom Equityresolution):

RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Plan.

12

Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”


PROPOSALS 4 & 5

APPROVAL OF

AMENDMENTS TO ENTERCOM ARTICLES OF INCORPORATION

On February 10, 2009,Because your vote is advisory, it will not be binding on either the Board of Directors uponor the recommendationCompany. The Company's Compensation Committee will, however, consider the outcome of the Nominating/Corporate Governance Committee, approved an amendment to the Entercom Articles of Incorporation (the “Articles”), subject to shareholder approval.  The following is a summary of the two components of the amendment to the Articles (the “Charter Amendments”), which components must be separately considered for approval.  Specifically, the Amendments effect an “opt out” of certain anti-takeover provisions of the Pennsylvania Business Corporation Law relating to: (a) Control Transactions; and (b) Business Combinations.

The text of the proposed Charter Amendments are as follows:

Add a new Article TWENTY FIRST that reads as follows:

TWENTY FIRST: Applicability of Pennsylvania’s Anti-Takeover Provisions.

(a)                                 The Control Transaction Provisions contained in Sections 2541 to 2548 of the Pennsylvania Business Corporation Law of 1988, as it may be amended, shall not be applicable to the Corporation.

(b)                                 The Business Combination provisions contained in Sections 2551 to 2556 of the Pennsylvania Business Corporation Law of 1988, as it may be amended, shall not be applicable to the Corporation.

While the text of the Charter Amendments is contained in one new Article TWENTYFIRST, in accordance with Securities Exchange Act Rule 14a-4(a)(3), shareholders will have an opportunity to vote separately on each of the two components of the Charter Amendments.  Either one, both or neither of the proposed amendments may be approved by the shareholders.  In the event that only one (and not both) of Proposals 4 and 5 is approved by our shareholders, the adoptedthis proposal will be designated as Article Twenty First sub-clause (a) and there will be no sub-clause (b).

PROPOSAL 4 - DESCRIPTION OF PROPOSAL

Subchapter E of Chapter 25 of the Pennsylvania Business Corporation Law (the “PABCL”) generally provides that, upon the occurrence of a “Control Transaction” with respect to a Pennsylvania registered corporation, such as the Company, the shareholders of the corporation who object to the transaction have the right to receive payment in cash for the “fair value” of their voting shares.  The “fair value” is determined as of the date on which the control transaction occurred, and is to take into account all relevant factors including any control premium.

A “control transaction” is defined generally as the acquisition by a person or group of persons acting in concert of 20% or more of the voting power represented by the voting shares of the corporation.  Shares issued by the corporation directly to a person or group in a transaction that is exempt from registration under the Securities Act of 1933, however, do not count in determining whether that person or group has reached the 20% voting power threshold.  The PABCL applies to any “control transaction” regardless of whether the “control transaction” was approved in advance by the corporation’s board of directors and regardless of the price or other terms being offered in the transaction.

The PABCL gives a company and its shareholders the right to elect not to have the Control Transaction provisions of the PABCL apply towhen making future “control transactions” involving that company.  In order for such provisions to become inapplicable to future “control transactions,” the board of directors must approve and recommend to the company’s shareholders an amendment to its articles of incorporation specifying that the Control Transaction provisions of the PABCL will no longer apply and the shareholders of the company must approve the amendment in accordance with the requirements of Pennsylvania law and the articles of incorporation and bylaws of the company.

On February 10, 2009, our Board of Directors approved the Charter Amendments to our Articles of Incorporation, subpart (a) of which is to opt out of the Control Transaction provisions of the PABCL.  The Board of Directors recommends that our shareholders approve such amendment.  Under the provisions of applicable law and the Articles of Incorporation, the affirmative vote of a majority of the votes cast at the meeting is required to approve this portion of the Charter Amendment.

13

executive compensation arrangements.


In making its recommendation, our Board of Directors considered, among other things, that:

·

the PABCL does not permit either our Board of Directors or our shareholders to take action to make the Control Transaction provisions of the PABCL inapplicable to any person on a case by case basis, even if our Board of Directors believes that a transaction is in our best interests and the best interests of our shareholders;

·

many other corporations incorporated in the Commonwealth of Pennsylvania have elected to “opt out” of the Control Transaction provisions of the PABCL;

·

some institutional investors look unfavorably upon public companies which avail themselves of state corporate law anti-takeover statutes such as the Control Transaction provisions of the PABCL;

·

the Control Transaction provisions of the PABCL may have a potentially chilling effect on takeover activity and investment activity in us due to the uncertainty and unpredictability that may arise for a prospective bidder or investor with respect to cost if the provisions of the Control Transaction provisions of the PABCL are triggered;

·

as evidenced by litigation in the Commonwealth of Pennsylvania, the language of the Control Transaction provisions of the PABCL can be difficult to interpret and apply in a given fact situation;

·

under our current voting structure, Joseph M. Field controls approximately 65% of our voting power on most matters presented for vote of our shareholders and on many of the types of transactions that could be affected by the applicability of the Control Transaction provisions of the PABCL. Therefore such a transaction cannot occur without his consent whether or not the Control Transaction provisions of the PABCL are applicable. Accordingly, the Control Transaction provisions of the PABCL do not currently afford any significant additional anti-takeover protection; and

·

the Control Transaction provisions of the PABCL can affect transactions other than the takeover type transactions for which they were primarily designed. For example, additional investment by Joseph M. Field, our Chairman, who already controls most votes of our shareholders, could trigger the Control Transaction provisions of the PABCL.

PROPOSAL 5 - DESCRIPTION OF PROPOSAL

Subchapter F of Chapter 25 of the PABCL generally provides for a delay of five years and imposes certain conditions upon a “Business Combination” between an “interested shareholder” and the corporation.  The Business Combination provisions of the PABCL apply to Pennsylvania registered corporations, such as the Company.  A “business combination” is defined broadly to include a merger, share exchange, sale of assets and various transactions utilizing a corporation’s assets for purchase price amortization or refinancing purposes.  For purposes of this provision, an “interested shareholder” is defined generally as the beneficial owner of at least 20% of a corporation’s voting shares (subject to multiple exclusions).  The PABCL does not apply to any “business combination” that was approved in advance by the corporation’s board of directors prior to the acquiring party’s becoming an interested shareholder.

The PABCL gives a company and its shareholders the right to elect not to have the Business Combination provisions of the PABCL apply to a future “business combination” involving that company.  In order for such provisions to become inapplicable to a future “business combination,” (prior to the person becoming an “interested shareholder”) the board of directors must approve and recommend to the company’s shareholders an amendment to its articles of incorporation specifying that the Business Combination provisions of the PABCL will no longer apply and the shareholders of the company must approve the amendment in accordance with the requirements of Pennsylvania law and the articles of incorporation and bylaws of the company.  Such amendment, however, is not effective until eighteen (18) months following the shareholders’ approval.

On February 10, 2009, our Board of Directors approved an amendment to our Articles of Incorporation to opt out of the Business Combination provisions of the PABCL and recommended that our shareholders approve such amendment.  Under the provisions of applicable law and the Articles of Incorporation, the affirmative vote of a majority of the votes cast at the meeting is required to approve this portion of the Charter Amendment.

14


In making its recommendation, our Board of Directors considered, among other things, that:

·

many other companies incorporated in the Commonwealth of Pennsylvania have elected to “opt out” of the Business Combination provisions of the PABCL;

·

some institutional investors look unfavorably upon public companies which avail themselves of state corporate law anti-takeover statutes such as the Business Combination provisions of the PABCL;

·

the Business Combination provisions of the PABCL may have a potentially chilling effect on takeover and investment activity in us due to the potential for restrictions and a substantial delay that may be required thereafter in completing a Business Combination;

·

under our current voting structure, Joseph M. Field controls approximately 65% of our voting power on most matters presented for vote of our shareholders and on many of the types of transactions that could be affected by the applicability of Business Combination provisions of the PABCL. Therefore such a transaction cannot occur without his consent whether or not the Business Combination provisions of the PABCL are applicable. Accordingly, the Business Combination provisions of the PABCL do not currently afford any significant additional anti-takeover protection for the Company;

·

the Business Combination provisions of the PABCL can affect transactions other than the takeover type transactions for which they were primarily designed. For example, additional investment by Joseph M. Field, our Chairman, who already controls most votes of our shareholders, could trigger the Business Combination provisions of the PABCL. Thus, the Business Combination provisions of the PABCL do not currently afford any significant additional anti-takeover protection; and

·

while the Board of Directors can approve a Business Combination in advance and exempt it from the Business Combination provisions of the PABCL, such approval must be obtained before an investor becomes an “interested shareholder”. Investors are not always cognizant of the Business Combination provisions of the PABCL and thus may become subject to its provisions and then be precluded from participating in a Business Combination for a substantial period of time.

RECOMMENDATIONSRECOMMENDATION OF THE BOARD OF DIRECTORS

The


Our Board of Directors unanimously recommends that you vote “FOR” eachthe adoption of the above stated Resolution.

16


PROPOSAL 4
ADVISORY VOTE ON THE FREQUENCY OF
FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

DESCRIPTION OF PROPOSAL

The Dodd-Frank Act also requires the Company's shareholders to have the opportunity to cast a non-binding advisory vote regarding how frequently the Company conducts a non-binding advisory vote (similar to Proposal 4 & 5.

15

No. 3 above) on the compensation disclosed in the Company's proxy statement of its Named Executive Officers.
This advisory shareholder vote, commonly referred to as a "Say When On Pay” vote gives shareholders the opportunity to indicate whether they would prefer that the advisory vote on the compensation of the Company's Named Executive Officers occur every one, two or three years. Shareholders may also abstain from voting on the proposal.
The option receiving the greatest number of votes (every one, two or three years) will be considered the frequency approved by shareholders. Because your vote is advisory, it will not be binding on either the Board of Directors or the Company. The Company's Nominating / Corporate Governance Committee will, however, take into account the outcome of the shareholder vote on this proposal when considering its recommendation to the Board of Directors, and the Board of Directors itself will consider when determining how often to hold an advisory vote on the frequency of future advisory votes on executive compensation.

PROPOSAL 6

RATIFICATION

RECOMMENDATION OF THE SELECTIONBOARD OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

DIRECTORS


Our Board of Directors unanimously recommends that you vote for the Company to conduct an advisory vote on executive compensation every “THREE YEARS.”

PROPOSAL 5
RATIFICATION OF THE SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

DESCRIPTION OF PROPOSAL


The Audit Committee of our Board of Directors has selected PricewaterhouseCoopersGrant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for the year ending December31, 20092023, and is proposing that the shareholders ratify such selection.Although ratification is not required by law, the Audit Committee believes that our shareholders should be given an opportunity to express their views on the subject.SEC Rule 10A-3(b)2 requires that the audit committeeAudit Committee “must be directly responsible for the appointment . . . of any registered public accounting firm.”Since the Audit Committee cannot abdicate this authority to the shareholders, the ratification of the selection is not binding.Any failure of the shareholders to ratify the appointment of PricewaterhouseCoopers LLPGrant Thornton as our independent registered public accounting firm would, however, be considered by the Audit Committee in determining whether to continue the engagement of PricewaterhouseCoopers LLP.

Grant Thornton.

17


INFORMATION CONCERNING INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP (“PwC”) has served as our independent registered public accounting firm since June 2002.  Our Audit Committee has appointed PwC to serve as our independent registered public accounting firm for the year ending December 31, 2009.  It is anticipated that a representative of PwC will attend the annual meeting.  Such representative will have an opportunity to make a statement, if he or she desires, and will be available to respond to appropriate questions of shareholders.

Principal Accounting Firm Fees Andand Expenses.  The following table sets forth the aggregate fees and expenses billed to us by PwC,Grant Thornton, our principal accounting firm for the fiscal yearsyear ended December 31, 20082022 and December 31, 2007:

 

 

December 31, 2008

 

December 31, 2007

 

Audit Fees

 

$

862,308

(1)

$

807,442

(1)

Audit-Related Fees

 

$

14,104

(2)

$

245,459

(2)(3)

All Other Fees

 

$

1,500

(4)

$

1,500

(4)

TOTAL

 

$

877,912

 

$

1,054,401

 

2021.

 December 31, 2022 December 31, 2021
 
Audit Fees$1,171,300(1) $1,353,000 (1)
Audit-Related Fees$53,000 $—
Tax Fees$23,653(2) $54,000(2)
All Other Fees$— $—
TOTAL  $1,247,953 $1,407,000

(1)              ��                 The    Audit fees for professional services rendered for 2008in 2022 and 20072021 included: (i) the audit of our annual financial statements and our internal control over financial reporting; and (ii) reviews of the financial statements included in our Quarterly Reports on Form 10-Q.10-Q; and (iii) services that only the independent registered public accounting firm can reasonably be expected to provide, including procedures related to the Form S-8 filings and the issuance of comfort letters. Amounts includealso included the reimbursement of expenses incurred by our accounting firm in connection with their performance of such professional services.

(2)                                 Represents consulting    Tax fees for professional services relating to new accounting pronouncementsrendered in 2022 and existing accounting guidance.

(3)                                 Represents2021 included tax compliance services relating to an acquired entity’s audited financial statements.

(4)                                 A subscription service for PwC’s accounting guidance.

rendered by Grant Thornton in connection with the acquisition of QL Gaming Group, the acquisition of Podcorn Media, Inc., and tax compliance services rendered in connection with debt refinancing activities.

Utilization of De MinimusMinimis Approval Exemption. Zero percent of the Principal Accounting Firm Fees listed above were approved under the approval provisions of Rule 2-01(c)(7)(i)(C) of Regulation S-K.

S-X.

Pre-Approval Policies. The Audit Committee maintains policies and procedures for the pre-approval of work performed by the independent auditors in thatregistered public accounting firm since, under the amended and restated Audit Committee Charter, all auditor engagements must be approved in advance by the Audit Committee.

RECOMMENDATION OF THE BOARD OF DIRECTORS

Our Board of Directors unanimously recommends that you vote “FOR” the ratification of the selection of PricewaterhouseCoopers LLPGrant Thornton as our independent auditorsregistered public accounting firm for the year ending December 31, 2009.

16

2023.
18


MANAGEMENT INFORMATION

BOARD OF DIRECTORS


Management Information
BOARD OF DIRECTORS
Presently, there are sevennine members onof our Board of Directors, including each of the three nominees named herein.  FourSeven of the sevenour nine Directors are neither our officers nor employees.

On October 13, 2022, David Levy provided notice to the Company that he was resigning as a director due to time constraints. On December 6, 2022, our Board of Directors decreased the number from ten members to nine members, thereby eliminating the vacancy on the Board resulting from the departure of David Levy (a Class A director) in October 2022.
In accordance with the Company’s bylaws, Mark R. LaNeve (a Class A director) appointed Monique L. Nelson as a Class A director to fill the Class A director vacancy resulting from Mr. Levy’s departure. In addition, the Board reclassified Mr. LaNeve from a Class II director to a Class I director (with a term expiring in 2024), in order to keep the number of directors in each of the three director classes as nearly equal as possible.

We believe it is important that our Board is composed of individuals reflecting the diversity represented by our employees, our patients, and our communities. In recent years, our Nominating and Governance Committee has taken this priority to heart in its nominations process, and the diversity of our Board has grown significantly.

David J. FieldJoseph M. FieldDavid J. BerkmanSean R. CreamerJoel HollanderLouise C. KramerMark R. LaNeveSusan K. NeelyMonique L. Nelson
Board Tenure / Independence / Classification / Class A
Years2854.5245.59.5394.52
Independent per NYSE & SEC Rules●●●●●●
Board Classification (Class I, II or III)IIIIIIIIIIIIIIIIII
Term Expires at Annual Meeting In‘23‘23‘23‘25‘25‘24‘24‘24‘25
Class A Director●●
Board Committee Assignments
Audit CommitteeMCM
Compensation CommitteeCMM
Nominating/Corporate Governance CommitteeCMM
Executive CommitteeCMMM
Gender
Male●●●●●●
Female●●●
Race / Ethnicity
African American or Black●
Alaskan Native or American Indian
Asian
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White●●●●●●●●

About our Directors:
•David J. Field – Director, Chairman, President & Chief Executive Officer.  See Proposal 1 above.

•Joseph M. Field – Chairman Emeritus & Director. See Proposal 1 above.

•David J. Berkman - Director. See Proposal 1 above.

•Sean R. Creamer - Director. Sean R. Creamer (age 58) has served as one of Audacy’s directors since November 2017. From April 2016 until August 2021, Mr. Creamer served as an Executive Vice President and a member of the board of directors of Merkle Inc. From April 2016 through July 2020 he also served as Chief Financial Officer. Formerly, he was Executive Vice President and Chief Financial Officer of The Madison Square Garden Company (“MSG”) from 2014 to 2015. Prior to that, he served as President and Chief Executive Officer of Arbitron Inc. (now known as Nielsen Audio) from
19


2012 to 2014, its Executive Vice President and Chief Operating Officer from 2011-2012, and various other financial leadership positions (including Chief Financial Officer) at Arbitron beginning in 2005. Mr. Creamer has an MST (Masters of Science in Taxation) from Georgetown University and a BS in accounting from St. Joseph’s University. Mr. Creamer serves on the Board of Directors of Walden University (a wholly owned subsidiary of Adtalem Global Education Inc.

•Joel Hollander - Director and Independent Lead Director. Joel Hollander (age 67) has served as one of Audacy’s directors since November 2013 and has served as Audacy's Independent Lead Director since May 2021. Since May 2007, Mr. Hollander has been serving as President and Chief Executive Officer of 264 Echo Place Partners, an investment advisory firm. Mr. Hollander previously served as President and Chief Executive Officer of CBS Radio from 2002 until 2007. Prior to joining CBS Radio, Mr. Hollander was Chairman and Chief Executive Officer of Westwood One, a radio program syndication company. Mr. Hollander also currently serves on the Merrill Lynch Client Advisory Board, as well as on the boards of directors of The C. J. Foundation for SIDS, the Salem Red Sox, RiverSpring Health Center and the Hackensack Hospital Network. Mr. Hollander has a B.S. in Communication and Media Studies from Indiana State University.
•Louise C. Kramer - Director. Louise C. Kramer (age 67) has served as one of Audacy's Directors since March 2020. Ms. Kramer served as the Company’s Chief Operating Officer from May 2015 through May 5, 2020. She continued to serve as an Executive Vice President of the Company until retiring in December 2020. Ms. Kramer previously served as the Company’s Station Group President from April 2013 through May 2015, one of the Company’s Regional Presidents from December 2007 through April 2013 and one of the Company’s Regional Vice Presidents from January 2000 through December 2007. Prior to joining the Company in January 2000, Ms. Kramer served as General Manager for CBS Radio in Chicago.
•Mark R. LaNeve - Class A Director. Mark R. LaNeve (age 64) has served as one of Audacy’s directors since March 2014. Mr. LaNeve is currently employed as the President of Charge Enterprises, a publicly traded company that focuses on Electric vehicle charging and 5G data infrastructure. Mr. LaNeve also serves as the non-executive Chairman of KeyFetch Automotive, a privately held company that sells a portfolio of Finance and Insurance products to auto retailers, and as Chairman of Franchise Equity Partners, a privately held investment fund that seeks minority positions in large franchise holders in various verticals, including dealerships. He previously served as Vice President, Marketing, Sales and Service U.S. & Canada of the Ford Motor Company from January 2015 until January 2021. From August 2012 through January 2014 Mr. LaNeve served as Chief Operating Officer of Global Team Ford, an agency that serves as the marketing and advertising agency for the Ford Motor Company and the Ford and Lincoln brands on a global basis, which is part of the WPP Group, a multinational advertising and public relations company. Mr. LaNeve was previously with Allstate Insurance Corporation where he served as Senior Executive Vice President (January 2011–February 2012) and Chief Marketing Officer (October 2009 -February 2012). Prior to joining Allstate, Mr. LaNeve was Vice President of Sales, Service and Marketing at General Motors Corporation (September 2004–January 2009). Mr. LaNeve is involved with various organizations that assist people affected by autism and serves on the board of Angel’s Place, a non-profit organization that provides people-centered services, including homes and professional support for adults with developmental disabilities. Mr. LaNeve has a B.A. in Marketing from the University of Virginia.

•Susan K. Neely - Director. Susan K. Neely (age 66) has served as one of Audacy’s directors since December 2018. Since September 2018, Ms. Neely has served as the President and Chief Executive Officer of the American Council of Life Insurers. Formerly, she was the President and CEO of the American Beverage Association from May 2005 through August 2018. Ms. Neely is a director of American Bureau of Shipping. She presently serves as Chair of the Congressional Coalition on Adoption Institute and President of the Global Federation of Insurance Associations. In addition, Ms. Neely is a director of the Global Child Nutrition Foundation and a member of the B20 Task Force on Finance & Economic Recovery. She was named one of the most influential people in Washington in 2022 and Trade Association CEO of the Year by two separate national organizations 2014 and 2018. Ms. Neely holds a master’s degree in Public Administration from Drake University and a bachelor’s degree from the University of Iowa.

•Monique L. Nelson -Class A Director. Monique L. Nelson (age 48) has served as one of Audacy’s directors since February 2021 and has served as a Class A Director since December 2022. In October 2022, Ms. Nelson became Chair of the Board of UWG, the country’s longest-standing multicultural advertising and marketing agency, after serving as the Chair and Chief Executive Officer of UWG from May 2012 through October 2022. From June 1999 to February 2007, Ms. Nelson was the Global Lead for Entertainment Marketing at Motorola. She sits on the Advertising Week Global Board, AdWeek Diversity & Inclusion Council, The Brandeis Board of Trustees, The Eagle Academy Board as well as the New York Advisory Board for The Posse Foundation, of which she is an alumna. She is also a member of the Brooklyn Chapter of Links, Inc., an international, not-for-profit corporation established in 1946, which is the nation’s oldest and largest volunteer service organization of extraordinary women who are committed to enriching, sustaining and ensuring the cultural and economic survival of African Americans and other persons of African ancestry, and contributes to many organizations and charities. Ms. Nelson has a BS in Human and Organizational Development from Vanderbilt University and an MBA in International Marketing and Finance from Kellstadt Graduate School of Business at DePaul University.
20


Director Independence.
    Our Board of Directors met nine times in 2008.  Our Board of Directors has adopted certain standing committees including: (i) an Audit Committee; (ii) a Compensation Committee; (iii) a Nominating/Corporate Governance Committee; and (iv) an Executive Committee.

Director Independence.

In accordance with the commentary to Section 303A.02 of the listing standards of the New York Stock Exchange, our Board of Directors has adopted certain categorical standards to assist it in making determinations of independence (the “Independence Standards”).  A copy of the Independence Standards is posted on the Corporate Governance page of our website located at www.entercom.com.  Our Board of Directors has determined that each of David J. Berkman, Daniel E. Gold, Robert S. WiesenthalSean R. Creamer, Joel Hollander, Mark R. LaNeve, Susan K. Neely, and Michael J. Wolf meetMonique L. Nelson has no material relationship with the Independence StandardsCompany and each is therefore an “independent director” as defined by Section 303A.02 of the listing standards of the New York Stock Exchange. We have not made any charitable contributions to any charitable organization in which a Director serves as an executive officer where, within the preceding three years, contributions in any single year exceeded the greater of $1 million or 2% of such charitable organization’s consolidated gross revenues.

Committees of our Board of Directors.

·

•Audit Committee. The Audit Committee consists of Daniel E. Gold,Sean R. Creamer, Chairman, David J. Berkman and Michael J. Wolf.Joel Hollander. The Audit Committee met five times in 2008.2022. The Audit Committee informally engages in discussions with management throughout the year. A copy of the Amended and Restated Audit Committee Charter is posted on the Corporate Governance page of our website located at www.entercom.com.www.audacyinc.com/investors/corporate-governance. Each member of the Audit Committee is independent as defined in Section 303A.02 of the listing standards of the New York Stock Exchange. No audit committee member simultaneously serves on the audit committees of more than three public companies.

Audit Committee Financial Expert. Our Board of Directors has determined that Daniel E. GoldJoel Hollander is an Audit Committee Financial Expert. Mr. GoldHollander is “independent” as such term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.

·

•Compensation Committee. The Compensation Committee consists of David J. Berkman, Chairman, Daniel E. GoldMark R. LaNeve and Robert S. Wiesenthal.Monique L. Nelson. The Compensation Committee met twicefour times in 2008.2022. The Compensation Committee informally engages in discussions with management throughout the year. A copy of the Amended and Restated Compensation Committee Charter is posted on the Corporate Governance page of our website located at www.entercom.com.www.audacyinc.com/investors/corporate-governance. Each member of the Compensation Committee is independent as defined in Section 303A.02 of the listing standards of the New York Stock Exchange.

The Compensation Committee conducts a general review of our compensation plans to ensure that they meet corporate objectives, including review and approval of all compensation paid to our executive officers. The responsibilities of the Compensation Committee also include administering and interpreting our Employee Stock Purchase Plan and the EntercomAudacy Equity Compensation Plan, including selecting the officers, employees and other qualified recipients who will be granted awards under the Entercom Equity Compensation Plan.thereunder. A narrative description of our Compensation Committee’s processes and procedures for the consideration and determination of executive and directorDirector compensation is contained in the Compensation Discussion and Analysis in this Proxy Statement.

        Since 2019, the Committee has utilized the services of Exequity LLP to assist in evaluating our compensation practices including those relating to our Named Executive Officers as well as in structuring compensation in connection with a new employment agreement for our Chief Executive Officer in 2021.
Compensation Committee Interlocks Andand Insider Participation. None of the members of the Compensation Committee was at any time one of our officers or employees. None of our executive officers serves as a member of the boardBoard of directorsDirectors or compensation committee of any entity that has one or more executive officers serving as members of our Board of Directors or Compensation Committee.

·

•Nominating/Corporate Governance Committee. The Nominating/Corporate Governance Committee consists of Michael J. Wolf,Joel Hollander, Chairman, David J. BerkmanSusan K. Neely and Robert S. Wiesenthal.Monique L. Nelson. The Nominating/Corporate Governance Committee met onceone time in 2008.2022. The Nominating/Corporate Governance Committee informally engages in discussions with management throughout the year. A copy of the Amended and Restated Nominating/Corporate Governance Committee Charter is posted on the Corporate Governance page of our website located at www.entercom.com.

www.audacyinc.com/investors/corporate-goverance.

The Nominating/Corporate Governance Committee is responsible for the recommendation of criteria for selection of Board members and assisting our Board of Directors in identifying candidates. The Nominating/Corporate Governance Committee will consider nominees recommended by shareholders. Shareholders should submit any such recommendations to our Corporate Secretary. In addition, shareholders may make their own director nominations in

17


accordance with the procedures for Shareholder Director Nominations described in this Proxy Statement under the heading “Shareholder Proposals For 20102024 Annual Meeting.”

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The Nominating/Corporate Governance Committee has not established any specific minimum qualifications that the Committee believes must be met by a Committee-recommended nominee for a position on our Board of Directors. WhileOur Corporate Governance Guidelines provide: “In selecting a person to become a director, the Nominating/Nominating/Corporate Governance Committee has not established any specific qualities or skills that the Committee believes are necessary for one or more of our Directors to possess, the Committee maywill consider the following criteria in recommending candidates for election to our Boarddiversity of Directors: (i) experience in corporate management, such as servingeach potential candidate, including without limitation, diversity of background, gender, race, ethnic or having served as an officer of a publicly-held company; (ii) experience in the media, communication and/or radio broadcasting industries; (iii) experience as a board member of another publicly-held company; (iv) academic expertise in the media, communicationnational origin, age, and/or radio broadcasting industries or in specific areas of our operations; and (v) financial experience necessary to assist in meeting our corporate governance requirements.

experience.”

The Nominating/Corporate Governance Committee identifies prospective candidates for recommendation to our Board of Directors upon recommendations from other Directors, management and our shareholders. In addition, the Nominating/Corporate Governance Committee has in the past retained the services of a professional search firm to identify prospective candidates. The Nominating/Corporate Governance Committee does not have a formal review policy for prospective Committee-recommended nominees.

Each

Our Board of Directors has charged our Board's Nominating/Corporate Governance Committee with overseeing our Environmental, Social and Governance efforts. As of 2022, this Committee's Charter now includes the nominees wasfollowing Duties and Responsibilities: "The Committee is responsible for overseeing and reviewing the Company's practices relating to corporate responsibility, including environmental, sustainability and social matters and discussing with management the Company's (i) progress on social responsibility matters and (ii) communications with investors and other stakeholders regarding these matters."
        Nominees David J. Field, Joseph M. Field and David J. Berkman were elected by the shareholders at the previous2020 annual meeting of shareholders.

·

•Executive Committee. The Executive Committee consists of David J. Field, Chairman, Joseph M. Field, Chairman, David J. FieldBerkman and David J. Berkman.Joel Hollander. The Executive Committee did not meetin 2008.2022. The Executive Committee has the authority to approve upon unanimous consent of such committee, acquisitions and expenditures for certain radio and radioaudio related synergistic investments subject to pre-defined size limits.


Board Leadership Structure and Risk Oversight
    Joseph M. Field served as our Chairman since our inception in 1968 through the completion of our merger with CBS Radio Inc. on November 17, 2017 (the “CBS Radio Merger”). Joseph M. Field served as our Chief Executive Officer from our inception until 2002. Upon completion of the CBS Radio Merger, David J. Field was elected as our Chairman. David J. Field was elected as our Chief Executive Officer in 2002. While the roles of CEO and Chairman were split from 2002 through 2017, we do not have a policy requiring the bifurcation of these two positions.
    Joel Hollander has served as our Independent Lead Director since May 2021. Prior to that, David J. Berkman served as our Independent Lead Director from October 2017 through May 2021. The responsibilities of the Lead Director will include, but are not limited to: presiding at all meetings of the Board at which the Chairman is not present, chairing executive sessions of the Board, serving as the principal liaison between the Chairman and the independent directors, approving information sent to the Board, approving meeting agendas for the Board, and approving Board meeting schedules to ensure that there is sufficient time for discussion of all agenda items. The Lead Director shall have the authority to call meetings of the independent directors. If requested by major shareholders, the Lead Director shall ensure that he or she is available for consultation and direct communication.
    As of March 17, 2023, David J. Field, our Chairman, President and Chief Executive Officer, beneficially owned 5,452,584 shares of our Class A common stock and 2,749,250 shares of our Class B common stock, representing approximately 17.7% of the total voting power of all of our outstanding common stock.
As of March 17, 2023, Joseph M. Field, our Chairman Emeritus, and the father of David J. Field, beneficially owned 14,647,153 shares of our Class A common stock and 1,295,949 shares of our Class B common stock, representing approximately 15.7% of the total voting power of all of our outstanding common stock. David J. Field and Joseph M. Field, beneficially own all outstanding shares of our Class B common stock. Other members of the Field family and trusts for their benefit also own shares of Class A common stock.
    In accordance with NYSE requirements, our Audit Committee’s charter provides that it is responsible for discussing with management our policies with respect to risk assessment and risk management. In addition, our Audit Committee also discusses with management our significant risk exposures (including financial and cyber risks) and the actions management has taken to limit, monitor or control such exposures. While the Audit Committee has primary responsibility for overseeing risk management, our entire Board of Directors is actively involved in overseeing risk management for the Company. The full Board also engages in periodic discussions with our CEO, CFO, and other Company officers as the Board may deem appropriate. In addition, each of our Board committees considers the risks within its area of responsibilities. We believe that the leadership structure of our board supports the Board’s effective oversight of the Company’s risk management.
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Director Meeting Attendance.

·

•Committee and Board Meetings. Our Board met five times in 2022. Each directorincumbent Director who served during the last full year attended at least 75% of the aggregate of the meetings of both our Board of Directors and the meetings of the committee(s) on which such directorDirector served during 2008.

·2022.

•Annual Shareholders’ Meetings. We do not maintain a policy regarding directorDirector attendance at theour Annual Meeting of shareholders.Shareholders. At the 20082022 Annual Meeting of shareholders,Shareholders, all but one of the Directors elected at such meetingour directors other than Louise C. Kramer were present.

Non-Management Directors

·

•Meetings. Our non-management Directors regularly meet at regularly scheduledin executive sessions. At these meetings, oneJoel Hollander, as our Independent Lead Director, presides.  The role of presiding Director rotates among the chairpersons of the following committees of our Board of Directors, in the following order: (i) Nominating/Corporate Governance Committee, (ii) Compensation Committee, and (iii) Audit Committee; provided that, if any such chairperson is absent, then such absent Director is skipped in the rotation and the next chairperson in the foregoing order serves as the presiding Director at such meeting.

·

•Communications Withwith Non-Management Directors. We have established a process for interested parties to make their concerns known to the non-management Directors. See below under “Communications With Directors.”

Communications Withwith Directors

We have established a mechanism to facilitate the ability of interested parties to make their concerns known to our Board of Directors, our non-management Directors or any other group or specific individual director(s)Director(s). Specifically, any interested party desiring to so communicate can either: (i) Sendsend an email to “d i r e c t o r s” followed by the extension “@ e n t e ra u d a c o my . c o m”. In order to enable spam filtering, only email with the subject line: “ETMAUD Board Message” will be read; or (ii) Sendsend a letter to Entercom Communications Corp.Audacy, Inc., 401 City Avenue, Suite 809, Bala Cynwyd,2400 Market Street, 4th Floor, Philadelphia, Pennsylvania 19004,19103, Attn: Director Communication. Each correspondence sent in the foregoing manner (other than mail regarding matters that are not in the province of our Board of Directors) is distributed in print formmade available to our Directors or such other sub-group thereof as may be specified by the sender.

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23


EXECUTIVE OFFICERS


EXECUTIVE OFFICERS
The table below sets forth certain information regarding those persons currently serving as our Named Executive Officers. Biographical information on David J. Field, our President and Chief Executive Officer, Joseph M. Field, our Chairman, and John C. Donlevie, our Executive Vice President, Secretary and General Counsel, is included above in the section entitled “Board of Directors’ Nominees For Other Directors.”

Officers:

NAME AND TITLE

AGE

PRIOR BUSINESS EXPERIENCE

Name and Title

Background
David J. Field
Chairman, President and Chief Executive Officer

46

See “Board of Directors Nominees For Other Directors” Directors” above.

Joseph M. Field
Chairman of the Board

Emeritus

77

See “Board of Directors Nominees For Other Directors”Directors” above.

Stephen F. Fisher

Susan R. Larkin
Executive Vice President, - Operations and Chief FinancialOperating Officer

Principal Financial Officer

56

Stephen F. Fisher

Susan R. Larkin (age 58) has served as our Chief Financial Officer since 1998 and our Executive Vice President - Operations since December 2007. He also served as our Executive Vice President and Chief Operating Officer of Audacy since May 2020. Ms. Larkin previously served as our Corporate Regional President and Senior Vice President/Market Manager of our New York Market from 2000April 2018 until May 2020. From October 2017 through April 2018, Ms. Larkin served as a Corporate Regional Vice President and Senior Vice President/Market Manager for our San Francisco Market.  Prior to 2007joining us in July 2017, Ms. Larkin served as Regional Vice President for Cox Media Group as well as Vice President and Market Manager in their Orlando and Jacksonville markets.  Ms. Larkin currently serves on the Executive Committee of the Board of Directors of The Radio Advertising Bureau. Ms. Larkin holds a B.A in Broadcast Communications from State University of New York at Oswego. Ms. Larkin has been named to Radio Ink’s Most Powerful People and Most Influential Women the last several years.
Richard J. Schmaeling
Executive Vice President, and Chief Financial Officer

Richard J. Schmaeling (age 58) has served as our Executive Vice President and Chief Financial Officer since April 2017. Prior to that, he served as Chief Financial Officer of Travel Leaders Group, LLC, the largest travel agency company in the United States since July 2016. From August 2015 through June 2016, Mr. Schmaeling was Chief Financial Officer of MediaMath, Inc., a private equity controlled advertising technology company. From January 2015 through August 2015, Mr. Schmaeling provided integration consulting to Media General, Inc., a TV and digital media company, which acquired LIN Media, LLC, a local TV and digital media provider serving 23 markets and approximately 10% of U.S. households, where Mr. Schmaeling was Chief Financial Officer from 2008 through December 2014. Mr. Schmaeling is a Certified Public Accountant and has a B.S. in Accounting from Rutgers University.
J.D. Crowley
Chief Digital Officer & President - Podcast and Streaming
J.D. Crowley(age 41) currently serves as our Chief Digital Officer (since November 17, 2017) and President - Podcast and Streaming (since January 2023). Mr. Crowley previously served as our Executive Vice President - Digital Media (since November 17, 2017). Mr. Crowley oversees and leads the strategy and execution for our digital portfolio, including the Audacy direct-to-consumer platform, our Podcast Network and studios, and the QL Gaming Group. Prior to joining us in 2017, Mr. Crowley held various roles at CBS Corporation, including Executive Vice President of Digital for CBS Radio (from October 1, 2016 to November 17, 2017), and Senior Vice President from 1998and General Manager of Digital Media for CBS Television Distribution (from 2014 to 2000. Prior to joining us, Mr. Fisher was a Managing Director with a private equity firm located in Bala Cynwyd, Pennsylvania. From 1978 to 1994, Mr. Fisher held numerous operational2016). He also co-founded and financial management positions with Westinghouse Broadcasting Company (now partserved as the Senior Vice President of CBS Inc.)Brand Studio, an in-house digital video and branded content studio (from 2012 to 2014). Previously, Mr. Crowley served as Senior Supervising Producer at "Entertainment Tonight" and "The Insider" for Paramount Domestic Television and then CBS (From 2005 to 2010), includingand as a producer at KCAL/KCBS Television in Los Angeles (from 2003 to 2005). Mr. Crowley attended the positionsUniversity of Corporate Southern California.
Andrew P. Sutor, IV
Executive Vice President, General ManagerCounsel & Secretary
Andrew P. Sutor, IV (age 50) currently serves as our Executive Vice President (since November 17, 2017), General Counsel (since January 2013) and Secretary (since January 2014). Mr. Sutor has oversight of their Los Angeles news radio stationour Legal Department, Technical Operations Department, Human Resources Department, and ControllerReal Property/Facilities Department. Mr. Sutor previously served as our Senior Vice President (January 2013-November 2017), Vice President (September 2010-December 2012) and Corporate Counsel (2007-2010).  Prior to joining Audacy in 2002, Mr. Sutor was an associate in the Business Law Department of Saul Ewing, LLP, a law firm based in Philadelphia, Pennsylvania.  Mr. Sutor serves on the Board of Directors of the Radio Group. HeNational Association of Broadcasters and the Board of Managers of the Broadcaster Traffic Consortium (BTC). Mr. Sutor has an M.A.a J.D. from Bob Jonesthe Villanova University School of Law and an M.B.A.a B.A. in both Economics and Political Science from the University of South Carolina. Mr. Fisher presently serves on the board of directors of Knoll, Inc. and iBiquity Digital Corporation.

Pennsylvania.
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John C. Donlevie
Executive Vice President, Secretary and General Counsel

62

See “Board of Directors Nominees For Other Directors” above.

Eugene D. Levin
Vice President, Treasurer & Controller

Principal Accounting Officer

58

Eugene D. Levin currently serves as our Principal Accounting Officer (since February 2007), Vice President (since May 2006), Controller (since 1977), Treasurer (since 1988) and Assistant Secretary (since 1988). Prior to joining us, Mr. Levin was a senior accountant for Laventhal and Horwath, and an operational/financial auditor and divisional controller for After-Six Inc. Mr. Levin has a B.S. from Pennsylvania State University and is a certified public accountant. Mr. Levin currently serves on the board of directors of the Radio Music Licensing Committee and the Delaware Valley Earth Force.

TRANSACTIONS WITH RELATED PERSONS

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2022 Transactions

TRANSACTIONS WITH RELATED PERSONS

2008 Transactions.

During 20082022 there were no, and currently there are no currently proposed, transactions in which we were or are to be a participant where the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest, which would be required to be disclosed herein pursuant to Item 401(b)404(a) of regulationRegulation S-K.

Policies Andand Procedures Forfor Review, Approval, Oror Ratification.

Our Board of Directors, upon the recommendation of our Nominating and Nominating/Corporate Governance Committee, adopted a Related Party Transactions Policy. This policy provides that Interested Transactions with Related Parties, as those defined in the policy, are subject to approval or ratification.

For purposes of the policy:

·

•an “Interested Transaction” is any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which: (i) the aggregate amount involved will or may be expected to exceed $100,000 in any calendar year; (ii) we are a participant; and (iii) any Related Party has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10ten percent beneficial owner of another entity).

·

•a “Related Party” is any: (i) person who is or was (since the beginning of the last fiscal year for which we have filed a Form 10-K and proxy statement, even if they do not presently serve in that role) an executive officer, directorDirector or nominee for election as a director;Director; (ii) beneficial owner of greater than 5five percent of our common stock; or (iii) immediate family members of any of the foregoing. Immediate family membermembers include a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law and anyone not falling into one of the foregoing categories who resides in such person’s home (other than a tenant or employee).

Under this policy, our Nominating and Nominating/Corporate Governance Committee reviews the material facts relating to all Interested Transactions that require the Committee’s approval and either approves or disapproves of our entry into the Interested Transaction, subject to certain exceptions. If advance Committee approval of an Interested Transaction by the Nominating/Corporate Governance Committee is not feasible, then the Interested Transaction shall be considered and, if the Committee determines it to be appropriate, ratified at the Committee’s next regularly scheduled meeting. In determining whether to approve or ratify an Interested Transaction, the Nominating/Corporate Governance Committee will take into account, among other factors it deems appropriate, whether the Interested Transaction is on terms no less favorable to us than terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the Related Person’s interest in the transaction.

Standing Pre-Approval for Certain Interested Transactions.

Under the policy, certain transactions are deemed to be pre-approved by the Nominating/Corporate Governance Committee, even if the aggregate amount involved will exceed $100,000. These transactions include:

·                                          Employment (i) employment of executive officers;

·                                          Director (ii) director compensation;

·                                          Certain (iii) certain transactions with other companies;

·                                          Certain (iv) certain charitable contributions;

·                                          Transactions (v) transactions where all shareholders receive proportional benefits; and

·                                          Transactions (vi) transactions involving competitive bids.

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COMPENSATION INFORMATION

COMPENSATION DISCUSSION AND ANALYSIS

OVERVIEW.  The Compensation Committee (or the “Committee”) of our Board of Directors consists of David J. Berkman, Chairman, Daniel E. Gold and Robert S. Wiesenthal.  Our Committee is responsible for managing and annually reviewing all annual bonus, long-term incentive compensation, equity compensation, employee pension and welfare benefit plans.  For executive officers, our Committee evaluates performance and determines compensation policies and levels.  Our Committee’s duties are memorialized in its charter, which is available on our website at www.entercom.com.


Compensation Information
COMPENSATION DISCUSSION AND ANALYSIS

OVERVIEW

Our executive officer compensation programs are comprised of the following elements: (i) base salary; (ii) incentive compensation including (a)(including annual discretionarycash incentive bonuses of both cash and equity; (b) incentive compensation contemplated under employment agreements, and (c) compensation pursuant to the Entercom Annual Incentive Plan;equity grants); and (iii) other compensation such as employee benefit plans, including our 401(K)401(k) plan, employee stock purchase plan, deferred compensation plan, health insurance and life/disability insurance. Our executive officer compensation programs are designed to motivate our executive officers and management employees to attain financial, operational and strategic objectives. These programs generally provide incentives to achieve both annual and longer-term objectives. In making executive compensation determinations, we assess both the performance of our business and the performance of our executives relative to those objectives.


Our compensation policy has been to provide competitive compensation while also seeking to align the financial goals of our executives and management with those of our shareholders. To ensure that pay is competitive, we regularly compare our pay practices with thoseThe Compensation Committee (or the “Committee”) of our competitorsBoard of Directors selectively utilizes equity awards to further this alignment.

Our Named Executive Officers (“NEOs”) are:
David J. FieldChairman, President and Chief Executive Officer
Richard J. SchmaelingExecutive Vice President - Strategic Initiatives and Chief Financial Officer
Susan R. LarkinExecutive Vice President and Chief Operating Officer
J.D. Crowley
President - Podcast and Streaming and Chief Digital Officer
Andrew P. Sutor, IVExecutive Vice President, General Counsel and Secretary


SHAREHOLDER OUTREACH AND RESPONSIVENESS

We have continued our engagement efforts to solicit shareholder feedback regarding our executive compensation programs and other matters of importance to the general competitive marketCompany and our shareholders.

Scope of Our Outreach. We generally meet with all shareholders who request discussions with us. Throughout these meetings, we requested specific feedback on any issues these shareholders raised about our compensation program, our governance practices, and their thoughts on how we could address these issues. Our most recent Say-on-Pay advisory vote on executive compensation was in 2020. At the 2020 Annual Meeting of Shareholders, 94% of the votes cast (either for or against) in the Say-on-Pay advisory vote on executive talent.compensation were in support of the Company’s compensation policies for the Named Executive Officers.

Engagement and Response Efforts. Our shareholder engagement included top members of management. Feedback received was shared regularly with the Board, including the Committee, for review and discussion. We also considerhistorically take comprehensive and decisive actions in response to the performanceinput of our business as comparedshareholders.

Key Issues of Discussion. In our meetings with shareholders, in addition to executive compensation, we discussed our governance record, Board leadership, composition and diversity.

BEST COMPENSATION PRACTICES

We believe firmly that it is our responsibility to follow best compensation practices. The table below highlights the compensation practices we embrace and those that we do not follow.
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Things We Do
Things We Do Not Do

•Pay for performance: For 2022, incentive compensation was significantly reduced in light of our performance conditions and our company stock value.
•Align executive compensation with shareholder value creation: 100% of executives’ long-term incentive compensation is denominated in company stock.
•Utilize a mix of performance metrics: NEOs’ incentive pay is tied to an array of financial and individual performance goals.
•Maintain stock ownership guidelines for our NEOs and directors.
•Routinely engage with shareholders and solicit expansive feedback on our executive compensation program and our governance practices.
•Align incentives with our business strategy.
•Maintain a robust compensation clawback policy.
•The Company has an Independent Lead Director.
•Monitor and mitigate risks associated with our compensation programs.
•Directors and executive officers are prohibited from hedging or pledging Company securities.
•No repricing or cashing-out of underwater stock options or stock appreciation rights without shareholder approval.
•No tax gross-ups.
•No payment of dividends on unvested equity awards.
•No new deferrals under deferred compensation plans.
•No payment of above-market interest on deferred compensation.
•No excessive perquisites.
•No defined benefit pension plan.
•No single trigger of equity awards upon a change in control.


PROCESS FOR ESTABLISHING COMPENSATION

Our Committee reviews and approves the corporate goals and objectives with respect to the performancecompensation of our competitors.

PROCESS.  Chief Executive Officer. Our Committee is responsible for evaluating our Chief Executive Officer’s performance in light of these goals and objectives and, based upon this evaluation, sets our Chief Executive Officer’s compensation. In addition, our Committee reviews and sets the compensation of the executive officers other than our Chief Executive Officer. Finally, our Committee reviews and makes recommendations to our Board regarding our incentive compensation and equity-based plans and arrangements. Our Committee’s duties are memorialized in its charter, which is available on our website at www.AudacyInc.com.


Our Committee meets on a regularly scheduled basis at least two times per year, (as required under its charter) and typically more frequently as our Committee deems necessary or desirable. MembersIn 2022, the Committee met four times. In addition, members of our Committee alsomonitor executive compensation trends and discuss compensation matters with our Chief Executive Officer, our Chief Financial Officer and among themselves informally throughout the year. This informal process facilitates the on-going monitoring of the appropriateness of our executive compensation packages and serves to prepare our Committee members for the formal meetings so that definitive compensation decisions can be more easilyefficiently made at such meetings.

Although no formal process In addition, our Committee from time to time has utilized and relied upon the analysis and recommendations of independent compensation consultants. For example, in 2021, the Committee utilized the services of Exequity LLP to assist with structuring a new employment agreement for compensation determination is prescribed in our Committee’s charter or otherwise, an informal process has evolved.  WhileChief Executive Officer and evaluating our incentive pay designs.


Our Committee is involved in compensation considerations throughout the year, theyear. The process for annual compensation changes and incentive compensation grants typically includes aCommittee deliberation as well as reports and recommendations made by management report and recommendation.at the request of the Committee. Specifically, following the end of each year, our Chief Executive Officer presents a report to our Committee which highlights our performance as a company as well asand the performance of our Chief Executive Officer during the preceding year.year, as well as compensation previously earned by senior management in prior years. Our Chief Executive Officer then provides our Committee with a recommendation for: (i) Chief Executive Officer compensation; (ii) senior management compensation; and (iii) a level of authority for our Chief Executive Officer to make annual equityexecutive officer compensation grants to other management and key employees.

Thethan his own compensation. While no formal process for determining executive compensation determination also involves ouris prescribed in the Committee’s consideration of peer compensation levels.  While our Committee does not have a policy regarding benchmarking, our Committee does consider peer compensation when establishing our compensation levels.

Our Committee also receives a report which details compensation previously earned by senior management in prior years.

charter or otherwise, this informal process has evolved over time.


Once it receives and considers the various pieces of information, reports and presentations described above, our Committee then meets without our Chief Executive Officer or other management present to considerdetermine the appropriate level of compensation. Our Committee sets the compensation of our Chief Executive Officer as well as the other namedNamed Executive Officers.

As part of the process of amending and restating the employment agreement and compensation terms applicable to David J. Field, in 2021 management worked with Exequity to identify a compensation benchmarking peer group of 12 companies that are comparable to Audacy in terms of operational complexion and scale of business. The companies were identified through a process that included a review of companies serving as competitors for executive officers.

Finally,talent, a financial analysis of comparability to Audacy, and a review of companies that serve as compensation benchmarking peers of these companies. These companies are

27


AMC Networks Inc.; Beasley Broadcast Group, Inc.; Cinemark Holdings, Inc.; Cumulus Media Inc.; Gray Television, Inc.; iHeartMedia, Inc.; Meredith Corporation; Nexstar Media Group, Inc.; Sinclair Broadcast Group, Inc.; Sirius XM Holdings Inc.; Townsquare Media, Inc.; and Urban One, Inc.

While the Compensation Committee has opted to remain flexible with respect to aligning the target pay of Named Executive Officers in prior years our Committee from timerelation to time has utilized and relied uponthat of the analysis and recommendationspeer executives, the prospective total target pay arrangement of independent compensation consultants.

David J. Field established as part of his contract renewal was set at a level that is below the median peer total target pay level of the CEOs of the above peer companies.


ELEMENTS OF COMPENSATION.

COMPENSATION


Base Salary.  Salary. In setting base salaries for our Named Executive Officers, our Committee generally considers (i) the experience, capabilities, qualities, performance record and relative effectiveness of the individual, (ii) the scope and complexity of the position, and (iii) our size and the compensation paid by our competitors.  In particular,

21


we attempt to set base salaries at levels that are competitive in the industry and in relationrelative to the particular job functionrevenue of the executive officer.

other media companies.


The annual base salary is intended to reward the executive officer for the day-to-day demands, complexities and difficulties of such officer’s job. The objective is to set base salaries at levels that wethe Committee and the applicable executive officer believe are fair, given the job functions and their individual performance and experience in relation to those job functions. We attemptThe Committee attempts to provide annual base salaries that will help to retain the executives and discourage them from seeking or accepting other employment opportunities.

We


Annual Incentive Compensation. The annual incentive compensation opportunities are partydesigned to an employment agreement with eachprovide a meaningful motivation for executives to accomplish critical objectives over the coming year.

In response to shareholder feedback, 75% of our Named Executive Officers, other than Eugene D. Levin.  Specifically, we have employment agreements with: (i) David J. Field, Chief Executive Officer; (ii) Joseph M. Field, Chairman; (iii) Stephen F. Fisher, Executive Vice President - OperationsNEOs’ 2022 annual cash incentives were directly tied to a pay-for-performance grid comprised of pre-established objective goals relating to Adjusted EBITDA. The remaining 25% of the NEOs’ 2022 cash incentive opportunity was tied to targeted goals and Chief Financial Officer; and (iv) John C. Donlevie, Executive Vice President and General Counsel.  Eacha qualitative assessment of these agreements provides for a contractual levelperformance within the responsibility of each NEO. The 2022 annual incentive awards targets were maintained at either the same percentage of base salary.  For calendar year 2009,salary or a set dollar amount for each of our name executive officers agreed to freeze the level of their base salary and waived any contractual increase due in 2009.

Incentive Compensation.  Our Committee has historically utilized two forms of incentive compensation: cash and equity awards.  The cash component is designed to convey an immediate recognition of services performed by the recipient, while the equity component is tied to vesting requirements and is designed to not only compensate for past service but to also motivate and retain the recipient.

·Cash Bonus Awards.  All of our Named Executive Officers (to the extent they are not already entitled to receive a bonus under their respective employment agreements) are eligible to receive bonuses which are determined after a review of our overall performance as well as the individual performance of each such executive officer.  For 2008, each Named Executive Officer (other than Joseph M. Field) received a discretionary cash bonus as described in the Summary Compensation Table and below in this Compensation Discussion and Analysis under the heading “Named Executive Officer Compensation.”

Our Committee has significant flexibility in awarding cash bonuses.  NEO.


The decision to increase or decrease cash bonuses from year to year is generally based on a variety of factors that our Committee deems appropriate, including our overall performance, the individual executive’s performance, the business environment which existed during the year and any extraordinary events that arose during the course of the year. We believe this flexibility and our history of appropriately rewarding performance provide a strong incentive to our executive officers to perform in a manner that will allow us to achieve our corporate objectives.

·


The Committee established the 2022 annual incentive opportunities based on a combination of factors, including each executive’s role and responsibilities, experience and skills, expected contribution to the Company and potential impact on Adjusted EBITDA. In the case of David J. Field’s target bonus, the Compensation Committee also established the prospective levels in partial reliance on the pay practices and levels of the peer companies referenced above. The bonus calculation for Adjusted EBITDA purposes is consistent with our publicly disclosed Adjusted EBITDA measure.

Our NEOs’ total 2022 annual incentive opportunities were established at the following levels:

ExecutiveBelow Threshold (% of Base Salary)Threshold Bonus (% of Base Salary)Target Bonus (% of Base Salary)Maximum Bonus
(% of Base Salary)
David J. Field-%67%200%300%
Richard J. Schmaeling-%30%90%135%
Susan R. Larkin-%22%67%100%
J.D. Crowley-%19%57%86%
Andrew P. Sutor, IV-%18%53%80%

2022 Company-Wide Financial Goals. Our Committee structured the 2022 annual cash incentive program to include a combination of company-wide, business unit and individual performance goals, as appropriate, for the NEOs. In response to shareholder input in our outreach efforts, starting in 2021 we tied 75% of our NEOs’ annual bonus opportunities to a pre-established pay-for-performance grid covering Adjusted EBITDA.

The table below reflects the Adjusted EBITDA grids covering our NEOs for the financial portion of the 2022 bonus. The Committee assigned weightings to these metrics according to each executive’s primary accountability, as follows:


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2022 Annual Incentive Financial Goals (dollars in millions)

Below ThresholdThresholdTargetMaximum
LevelBonus PayableLevelBonus PayableLevelBonus PayableLevelBonus Payable
Adjusted EBITDA<$269.90%$270.033.0%$341.0100%≥$400.0150%


2022 Financial Performance (dollars in millions)

2022 ResultsBonus Payout %
$% vs. Threshold% vs. Target
Adjusted EBITDA$137.951.1%40.4%0%

2022 Additional Bonus Objectives and Accomplishments. The remaining 25% of NEOs’ 2022 annual bonus opportunity was tied to the particular area of expertise and responsibilities of each executive, and a subjective evaluation of their performance in achieving those objectives.

Determination of CEO 2022 Annual Incentive Compensation. At the beginning of calendar year 2022, our Committee identified certain goals and objectives relating to the performance of our Chief Executive Officer. Specifically, for 2022 our Committee identified the following goals and objectives as follows:

• 75% of the CEO’s annual incentive compensation for 2022 was tied to the achievement of the pre-established Adjusted EBITDA goal.

–The Company’s 2022 Adjusted EBITDA performed at 40.4% of Target and 51.1% of the Threshold, resulting in the financial component of Mr. Field’s 2022 bonus paying at 0% of the Targeted level ($0).

• 25% of the CEO’s annual incentive compensation for 2022 was tied to a subjective and qualitative assessment of our CEO’s performance. In assessing this component, our Committee considered the Company’s performance together with the Committee’s evaluation of our 2022 CEO Goals and Objectives, as contemplated by NYSE Rule 303A.05(b)(i)(A).

–In light of these factors and the factors described below (under “NYSE CEO 2022 Goals and Objectives Evaluation), Mr. Field volunteered, and the Committee agreed, that Mr. Field would receive none of the 25% “subjective and qualitative” component of his 2022 Targeted annual bonus ($0).

NYSE CEO 2022 Goals and Objectives Evaluation.

• At the beginning of 2022, our Committee identified the following CEO Goals and objectives for 2022:

Achieve 2022 Adjusted EBITDA Target (#)

Exceed peer operating performance (*)

Exceed peer group stock performance (*)

Manage Leverage (*)

Execute Strategic Plan (*)
◦Enhance Audacy's competitive position and future growth opportunities.
◦Drive innovation and improvement across the company's businesses.
◦Maintain an excellent leadership team and winning culture.

# Represents 75% of CEO Aggregate Bonus Target
* Collectively represents 25% of CEO Aggregate Bonus Target

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For purposes of operating performance, we considered the performance of commercial radio stations within each market where we operate. For purposes of the stock performance analysis, we considered our Radio Peers: Beasley Broadcast Group, Inc. Cumulus Media Inc. and iHeartMedia, Inc.; and our public company TV Peers: Nexstar Media Group, Inc. and Tegna, Inc.

Adjusted EBITDA is a “Non-GAAP Financial Measure.”

We calculate Adjusted EBITDA as net income (loss) available to common shareholders, adjusted to exclude: income taxes (benefit); income from discontinued operations, net of income taxes or benefit; total other income or expense; net interest expense; depreciation and amortization; time brokerage agreement fees (income); non-cash compensation expense (which is otherwise included in station operating expenses and corporate G&A expenses); other expenses related to refinancing; impairment loss, merger and acquisition costs, preferred stock dividends; COVID-19 related expenses (income); liability management expense; non-recurring expenses/recoveries, otherwise included in corporate or station expenses; non-recurring expense recognized for restructuring charges or similar costs, including transition and integration costs, net (gain) loss on early extinguishment of debt, and net (gain) or loss on sale or disposition of assets.


• With respect to our 2022 CEO Goals and Objectives, our Committee found:

–We did not achieve our 2022 Adjusted EBITDA target.

–With respect to exceeding our peer group’s operating performance, the Committee found that the Company did not exceed its peer group. In making this determination, the Committee considered the Company's revenue share versus our markets.

–With respect to exceeding our peer stock price performance, the Committee found that the Company’s 2022 stock performance did not exceed that of our public company Radio Peers (listed above) and our public company TV Peers (listed above).

–With respect to managing our leverage, the Committee found this goal was partially achieved. The Committee noted that the Company maintained compliance with 1st lien maintenance covenant and receivables facility’s liquidity minimum throughout 2022.

–With respect to executing our strategic plan, the Committee found this goal was partially achieved for the following reasons:

◦The Company’s 2022 operating results fell well short of performance objectives, significantly impacted by macroeconomic deterioration and challenging ad market headwinds.

◦The Company successfully pivoted to an aggressive action plan to navigate the emerging ad recession. Specifically, the Company faced deep challenges beginning in the second quarter as advertising conditions deteriorated significantly at a time when Adjusted EBITDA was still recovering and the Company was in the midst of a significant acceleration of both capital expenses and operating expenses driven by various transformational investments and initiatives. The Company moved quickly to develop and execute an aggressive strategic action plan to address the crisis and to be in the best possible position to navigate the storm.

◦The Company successfully monetized several non-strategic assets to bolster liquidity.

•Final Determination of CEO 2022 Annual Incentive Compensation. Based on the above factors, Mr. Field received no cash bonus for 2022 (i.e., $0).











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Determination of Other NEOs’ 2022 Annual Incentive Compensation.

75% Financial Bonus Component. The approach to determining the 75% financial bonus component for the remaining NEOs was the same as described above for the CEO. Since the Adjusted EBITDA goal was not achieved, there was no bonus attributable to this metric.
75% - Adjusted EBITDA Based Bonus Component
ExecutiveBonus Target
(Adjusted EBITDA Based)
75% of Total Target		% of Bonus Target
(Adjusted EBITDA Based)
Earned		Amount
Earned
David J. Field$2,025,0000%$0
Richard J. Schmaeling$550,8290%$0
Susan R. Larkin$375,0000%$0
J.D. Crowley$300,0000%$0
Andrew P. Sutor, IV$243,7500%$0


25% Non-Financial Bonus Component. Based on the same Company-wide performance results cited above in this Compensation Discussion and Analysis and the Committee’s assessment of the additional 25% bonus factor the final 2022 bonus amounts were determined at the following levels:
25% - Non-Financial Bonus Component
ExecutiveBonus Target
(Non-Financial Based)
25% of Total Target		% of Bonus Target
(Non-Financial Based)
Earned		Amount
Earned
David J. Field$675,0000%$0
Richard J. Schmaeling$183,610100%$183,610
Susan R. Larkin$125,00050%$62,500
J.D. Crowley$100,00075%$75,000
Andrew P. Sutor, IV$81,250100%$81,250

2022 Total Bonuses Earned. Accordingly, the 2022 total cash bonuses earned by our NEOs were as follows:
2022 Total Bonus
Earned
ExecutiveTotal
Bonus Target		% of Bonus
Total
Target Earned		Total
Amount
Earned
David J. Field$2,700,0000%$0
Richard J. Schmaeling$734,43925.0%$183,610
Susan R. Larkin$500,00012.5%$62,500
J.D. Crowley$400,00018.8%$75,000
Andrew P. Sutor, IV$325,00025.0%$81,250

Equity Compensation. To promote our long-term objectives, the EntercomAudacy 2022 Equity Compensation Plan permits awards to our employees, employees of our subsidiaries, non-employee directors and certain advisors and consultantsexecutive officers who are in a position to make a significant contribution to our long-term success. Such equity awards are permitted to be made in the form of nonqualified stock options, incentive stock options, stock appreciation rights and restricted stock / restricted stock unit awards.

awards and dividend equivalents.


In order to ensure that2022 we again deferred our typical first quarter equity compensation grants achievefor a full year until the desired effectfirst quarter of serving as long term incentive compensation our Committee generally utilizes the following vesting schedules:  (i)2023. On February 23, 2023, we granted restricted stock units (“RSUs”) to our NEOs. We awarded RSUs in order to align executive pay with shareholder value creation and to promote the retention of senior executive talent. Given the reduced incentive levels resulting from the impact of the present macroeconomic climate the and lingering impacts of the pandemic, retention of critical talent is especially vital.
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Specifically, on February 23, 2023, the Committee granted two tranches of equity awards to our NEOs including: (i) the deferred 2022 equity awards; and (ii) the 2023 annual awards (returning us to a normalized grant cycle).

The Deferred 2022 Equity Awards
Named Executive OfficerContractual Target# of Shares Underlying
Deferred 2022 RSU Grant		Grant Date Value
(@$0.23 p/share)		Value as a Percent of Target
David J. FieldNo Target125,000$28,750N/A
Richard J. Schmaeling (FN1)
$509,200 (FN2)
210,000$48,3009.5%
Susan R. Larkin$500,000185,000$42,5508.5%
J.D. Crowley
N/A (FN3)
----N/A
Andrew P. Sutor, IV$300,000100,000$23,0007.7%

FN1: In light of the Company’s stock price (i.e., $0.23 per share on the date of grant), the Committee elected to grant equity compensation
to Mr. Schmaeling solely in the form of time-based RSUs, rather than a mix of performance-based and time-based RSUs.
FN2: The target for Mr. Schmaeling was $500,000 plus 40,000 RSUs (or $9,200 assuming a grant date market closing price of $0.23).
FN3: Mr. Crowley entered into an employment agreement on January 9, 2023 which included an initial equity grant of 300,000 RSUs in lieu
of any deferred 2022 equity Grant.

These grants typicallyare time-based RSU awards that vest: 50% - two years from the grant date;on March 31, 2024; 25% - three years from the grant dateon March 31, 2025; and the remaining 25% - four years from the grant date; and (ii) option grants typically vest 25% per year over four years.

The number of shares available for issuance under the Entercom Equity Compensation Plan increases by 1.5 million shares, or a lesser number as may be determined by our Board of Directors, on January 1st each year.  Our Board of Directors elected to forego the January 1, 2007 and January 1, 2008 automatic annual increases of 1.5 million shares under the Entercom Equity Compensation Plan.  On January 1, 2009, the number of available shares under the Plan automatically increased by 1.5 million shares.

·Entercom Annual Incentive Plan.

On February 19, 2008, our Board of Directors approved the Entercom Annual Incentive Plan (the “AI Plan”), subject to shareholder approval.  Our shareholders approved the AI plan at the 2008 annual meeting of shareholders.  The purpose of the AI Plan is to provide designated employees with the opportunity to receive cash incentive awards.  We believe that the AI Plan enhances the incentive for participants to contribute materially to our growth, thereby benefiting us and our shareholders.  All of our employees are eligible to participate in the AI Plan.  Subject to the limitations in the AI Plan, the Committee determines the amount of any award under the AI Plan.  The Committee has the authority to adjust the amount of any award to take into account such factors as it may deem relevant.  The maximum cash award that may be earned for any

22


fiscal year by any individual is $3,000,000.  The Committee may also determine whether an award is to qualify as performance-based compensation pursuant to Section 162(m)(4)(C) of the Code.

To the extent necessary to comply with Section 162(m)(4)(C) of the Code, no later than ninety (90) days following the commencement of any fiscal year in question or any other designated fiscal period or period of service (or such other time as may be required or permitted by Section 162(m) of the Code), the Committee: (i) designates one or more Section 162(m) Participants; (ii) selects the Performance Criteria applicable to the Performance Period; (iii) establishes the various Performance Targets and amounts which may be earned for such Performance Period; and (iv) specifies the relationship between the Performance Criteria and the Performance Targets and the amounts which may be earned by each Section 162(m) Participant for such Performance Period.

For purposes of the AI Plan, the term “Performance Criteria” means the following business criteria with respect to us, any subsidiary or any division or operating unit of us: (i) net income, (ii) pre- or after-tax income (loss), (iii) operating income (loss), (iv) fixed expenses, (v) cash flow, (vi) earnings per share, (vii) return on equity, (viii) return on invested capital or assets, (ix) cost reductions or savings, (x) funds from operations, (xi) funds from operations per share, (xii) appreciation in the fair market value of our stock, (xiii) revenue, (xiv) net revenue, (xv) market share, (xvi) cash available for distribution, (xvii) cash available for distribution per share, (xviii) total shareholder return, (xix) return on invested capital, (xx) economic value added, (xxi) improvement in cash flow (before or after tax), (xxii) successful capital raises, (xxiii) confidential business unit objectives, (xxiv) free cash flow, (xxv) free cash flow per share, (xxvi) adjusted free cash flow, (xxvii) adjusted free cash flow per share, (xxviii) broadcast cash flow, (xxix) adjusted broadcast cash flow, and (xxx) earnings before any one or more of the following items: interest, taxes, depreciation or amortization; each as determined in accordance with generally accepted accounting principles and/or subject to such adjustments as may be specified by the Committee.  The preceding criteria may also be evaluated, where appropriate: (a) on a same-station basis; (b) on the basis of growth in any of these criteria; (c) on a comparison basis with a peer group; and/or (d) as a percentage of revenue.

Determination of Compensation.  In order to determine the cash and equity incentive compensation for our senior executive officers (including David J. Field, our Chief Executive Officer), our Committee considered a number of factors including those detailed below.

(i)                                     Our Committee considered our operating performance versus our 2008 business plan.  In this regard, our Committee recognized that while a number of the plan objectives were not achieved, the 2008 advertising environment was far weaker than expected, which created a more difficult marketplace.  Specifically, our 2008 business plan was based upon an assumption of flat industry revenue growth compared to an estimated (as of January 15, 2009) actual industry revenue decline of 9.2%.  In this context the Committee noted that our estimated (as of January 15, 2009) revenue decline of 8.0%, exceeded the general industry’s performance.

(ii)                                  Further, in considering our operating performance versus our 2008 business plan, our Committee noted that while we experienced negative same station net revenue growth, our performance exceeded a peer group of public company radio station operators.  Specifically, our same-station revenue decreased by 4% for the September 30, 2009 year-to-date period compared to an estimated weighted average decrease of 6% for selected peers over the same period.  The peer group included: CBS Radio, Clear Channel, Citadel Broadcasting Corporation, Cox Radio, Inc., Cumulus Media, Inc., Emmis Communications Corp. and Radio One, Inc.

(iii)                               Our Committee considered that for 2008 our stock performance failed to exceed that of the peer group identified in the 2008 CEO Goals and Objectives.  Specifically, the total shareholder return of our common stock was a decline of 87% compared to a decline of 76% for a peer group of publicly traded radio broadcast companies.  This group includes: Cox Radio, Inc., Emmis Communications Corp., Citadel Broadcasting Corporation and Cumulus Media, Inc.

(iv)                              Our Committee considered that our Free Cash Flow Per Share increased to $2.56 in 2008 from $2.38 in 2007.  While this represents a 7.6% increase from 2007, it was less than the Free Cash Flow Per Share goal of $2.62 per share.  We calculate Free Cash Flow as operating income: (a) plus depreciation and amortization, non-cash compensation expense (which is otherwise included in station operating expenses and corporate general and administrative expenses), loss on impairment and income from discontinued operations before depreciation and amortization expense and income taxes; and (b) less net interest expense (excluding amortization of deferred financing costs), gains (loss) on sale of assets, taxes paid (refunded) and capital expenditures.  To calculate Free Cash Flow Per Share, we divide Free Cash Flow by Weighted Average Shares - Diluted.

(v)                                 Our Committee considered that for 2008, we were able to maintain compliance with the financial covenants contained in our credit facility.  Specifically, as of DecemberMarch 31, 2008 our Leverage Ratio (as defined in our Credit Facility) was estimated to be 5.2X while our Interest Coverage Ratio (as defined in our Credit Facility) was estimated to be

23

2026.
The Annual 2023 Equity Awards
Named Executive OfficerContractual Target# of Shares Underlying
Annual 2023 Equity Award		Grant Date Value
(@$0.23 p/share)		Value as a Percent of Target
David J. FieldNo Target125,000$28,750N/A
Richard J. Schmaeling (FN1)
$506,900 (FN2)
210,000$48,3009.5%
Susan R. Larkin$500,000185,000$42,5508.5%
J.D. Crowley$500,000160,000$36,8007.4%
Andrew P. Sutor, IV$300,000100,000$23,0007.7%


3.7X.  Under our Credit Facility, our Leverage Ratio must not exceed 6.0X and our Interest Coverage Ratio must not be less than 2.0X.

(vi)                              Our Committee considered our capital structure management inFN1:In light of the difficult economic conditions during 2008.  Specifically, we reduced our total indebtedness by $140 million which reduced our Leverage Ratio from 5.6X atCompany’s stock price (i.e., $0.23 per share on the beginningdate of 2008grant), the Committee elected to an estimated 5.2X asgrant equity compensation

to Mr. Schmaeling solely in the form of the endtime-based RSUs, rather than a mix of 2008.  performance-based and time-based RSUs.
FN2:The Committee also noted the Company’s repurchasetarget for Mr. Schmaeling was $500,000 plus 30,000 RSUs (or $6,900 assuming a grant date market closing price of $67 million of high yield debt at a significant discount to face value.

(vii)                           Our Committee considered our initiatives to enhance shareholder value including: (a) our share repurchases of 2 million shares of stock; and (b) our dividends paid during 2008 of $0.58 per share.

(viii)                        Our Committee considered our efforts towards further digital growth including enhancements to content, sales and infrastructure / technology platforms.  The Committee noted$0.23).


These grants are time-based RSU awards that digital revenues increased significantly during 2008.  In addition, during 2008, the Company entered into agreements which enabled iPhone and Blackberry streaming of Company radio stations.  Further, our Committee considered our 2008 initiatives to enhance www.weei.com including site development effortsvest: 50% on February 16, 2025; 25% on February 16, 2026; and the increased staffing of key personnel.

(ix)                                Our Committee considered actions taken towards the enhancement of future growth through: (a) business development efforts and training; (b) new and enhanced brands (including two internally developed syndicated programs and the syndication of the WEEI sports network); (c) leadership and people by means of increased training and key hires; and (d) industry initiatives and leadership.

·                                        2008 Annual Determination -Entercom Annual Incentive Plan.  In accordance with the Entercom Annual Incentive Plan, the Committee adopted a “Section 162(m) Compliance Document” so that compensation provided under such Plan for 2008 will be considered “performance-based compensation” and tax deductible by Entercom.  The Committee determined that for purposes of the 2008 incentive cash compensation under the Plan, fixed expense growth, revenue growth, returnremaining 25% on invested capital and free cash flow per share would be the performance measures.  The Committee also established a target (the “Target”) with respect to such performance measures (with regard to the combined performance of the Company and its subsidiaries, after eliminations).  Specifically, the Target for 2008 was the satisfaction of at least two of the following criteria (the “Criteria”) computed in a manner consistent with past practice:

1.Fixed expense growth of less than 2% over 2007 (computed on a same-station basis).

2.Revenue growth greater than national industry growth over 2007 as measured by the Radio Advertising Bureau (the “RAB”) (computed for Entercom on a same-station basis).

3.Return on invested capital greater than 4% .

4.Free cash flow per share growth of greater than 5% over 2007.

If in 2008 any two of the Criteria for the above performance measures are satisfied, the Target shall have been met and the Company shall make an incentive payment of up to $3,000,000 to David J. Field, subject to the negative discretion of the Committee to reduce such payments.  [As described below, for 2008, the Committee did reduce the amount of such incentive payment to David J. Field to $450,000.]

For 2008, the Committee determined that at least three of the four Criteria had been satisfied and that the Target had been met.  Specifically, the Committee found that:

1.Fixed expenses declined by 3.7%, thus satisfying the Criteria.

2.Return on invested capital was 4.6%, thus satisfying the Criteria.

3.Free cash flow per share growth was 7.6%, thus satisfying the Criteria.

The Committee noted that information was not yet available from the RAB to confirm whether the Criteria which required “Revenue growth greater than national industry growth over 2007 as measured by the Radio Advertising Bureau,” had been satisfied.  The Committee noted, however, that as of September 30, 2008, the Company’s revenue growth for the year-to-date 2008 period over the year-to-date 2007 period was greater than national industry’s growth as measured by the RAB (computed for the Company on a same-station basis).

·Determination of CEO Incentive Compensation.  In addition to the factors detailed above, at the beginning of calendar year 2008, our Committee identified certain goals and objectives relating to the performance of our Chief Executive Officer, David J. Field.  Specifically, for 2008 our Committee identified a number of goals and objectives as follows:

24

February 16, 2027.


-  50% of Mr. Field’s bonus was to be based upon our actual performance with respect to the following metrics:

~                 Achieving our 2008 business plan

~                 Exceeding peer group operating performance with respect to: market share; and same-station revenue growth.

~                 Exceeding peer group stock performance.

~                 Achieving 2008 Free Cash Flow Per Share goal (exclusive of extraordinary events).

~                 Maintaining compliance with our credit facility financial covenants

For purposes of the same-station revenue growth analysis we considered a peer group of public companies engaged in the business of operating radio stations.  This group includes: CBS Radio, Clear Channel, Citadel Broadcasting Corporation, Cox Radio, Inc., Cumulus Media, Inc., Emmis Communications Corp. and Radio One, Inc.

For purposes of the stock performance analysis we considered a peer group of public companies whose principal business is the operation of radio stations.  This group includes: Cox Radio, Inc., Emmis Communications Corp., Citadel Broadcasting Corporation and Cumulus Media, Inc.

-  15% of Mr. Field’s bonus was to be based upon enhancing shareholder value through: (i) acquisitions, divestitures, and station exchanges; (ii) monetizing non-strategic assets; and (iii) capital structure management.

-  35% of Mr. Field’s bonus was to be based upon the enhancement of future growth potential through operational initiatives and improvements, with particular attention to: (i) digital platforms; (ii) business development capabilities; (iii) new and enhanced brands; (iv) leadership / people; and (v) industry initiatives and leadership.

In order to assist our Committee in determining the level of Mr. Field’s incentive compensation for 2008, our Committee met with Mr. Field to review his performance in light of such goals and objectives.  In conducting such a review, our Committee considered the specific target levels against our actual results and Mr. Field’s performance.  Many of these considerations are discussed above under “Determination of Incentive Compensation.”

It is worth noting that our Committee did not adopt, nor did it employ, any objective quantifiable standards.  Instead, the analysis was based upon a subjective consideration of the relevant factors identified for consideration in 2008.  For example, the Committee identified achieving the 2008 free cash flow per share goal of $2.62 as a component to be considered.  In considering this metric, the Committee noted that our Free Cash Flow Per Share increased to $2.56 in 2008 from $2.38 in 2007.  While this represents a 7.6% increase from 2007, it was less than the Free Cash Flow Per Share goal.  The Committee, however, viewed this increase positively given the difficult 2008 economic conditions.

In addition, the Committee noted that for the third consecutive year, Mr. Field was named by Institutional Investor magazine as among “The Best CEOs in the Country” and was the top CEO recognized in the category of Radio and TV Broadcasting.

Pursuant to his employment agreement, Mr. Field was eligible for a bonus of up to $870,895 (representing 110% of his base salary).  Pursuant to the Entercom Annual Incentive Plan, Mr. Field was eligible for a bonus of up to $3,000,000.  In awarding Mr. Field a bonus of $450,000, the Committee noted that the bonus represented approximately 51.7% of his contractual bonus potential and 15.0% of the bonus potential under the Entercom Annual Incentive Plan.

Other Compensation. Our Committee has provided for a number of additional elements of benefit based compensation. These components are designed to accomplish a variety of objectives including: (i) maximizing the full benefit under applicable tax regulations (e.g., our 401(K) and employee stock purchase401(k) plan); (ii) providing for the health and welfare of our employeesexecutives and their families (e.g., our employee benefitmedical, disability and life insurance plans); (iii) conveying a level of security in the context of any possible change of control (e.g., our general severance policy as well as any employee specific agreed upon severance orand change of control agreements); and (iv) providing executives with an appropriate level of perquisites (e.g., our aircraft usage policy and car allowances)allowance policy).

-  Employee Stock Purchase


401(k) Plan.  We maintain an Employee Stock Purchase Plan which is generally available to all of our full-time employees.  Executive officer participation in these plans is on the same basis as our other employees.  Under our Employee Stock Purchase Plan, employees are permitted to participate in the purchase of stock through a plan administrator four times a year at a 15% discount to the NYSE market price.  All of our Named Executive Officers other than David F. Field and Joseph M. Field participate in our Employee Stock Purchase Plan.  Effective as of March 31, 2009, the employee stock purchase plan will expire.

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-  401(K) Plan. We maintain a 401(K)401(k) Plan which is generally available to all of our full-time employees. Executive officer participation in this plan is on the same basis as our other employees. Our 401(K) Plan previously included a matching component with contributions vesting 20% per year for each year of service, such that after five years an employee is 100% vested in our matching contributions.  Effective as of October 16, 2008, we suspended indefinitely our matching contributions under our 401((k) Plan.  All of our Named Executive Officers participatedparticipate in our 401(K)401(k) Plan.

- 


Deferred Compensation Plans. We maintain deferred compensation plans for our non-employee directorscorporate and station management employees as well as our management employees.non-employee directors. Under each plan, participants arewere permitted to defer a portion of their incomecompensation for specific time periods. Our obligations under such plans are unsecured. Under our management employee deferred compensation plan, we had matched employees’ contributions of up to 4% of an employee’s compensation at a rate of fifty cents on the dollar with such matching contributions vesting 20% per year for each year of service, such that after five years of service an employee is 100% vested in our matching contributions.  Effective as of October 16, 2008, we suspended indefinitely our matchingJanuary 1, 2018, further contributions under our Deferred Compensation Plan.  All of our Named Executive Officers other than David F. Field and Joseph M. Field participate in our Deferred Compensation Plan.

-  these plans have been frozen beginning with any contribution elections covering the 2018 year.

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Employee Benefit Plans. We have a number of benefit plans which are applicableavailable to all of our full timefull-time employees. These benefits include Medical Insurance, Dental Plan, VoluntaryInsurance, voluntary Short-Term Disability Insurance, Long-Term Disability Plan,Insurance, Life Insurance and Accidental Death and Dismemberment Insurance, Plans,a MEDEX Travel Assist Program and a Voluntary Vision Insurance Plan.  AllInsurance.

Employee Stock Purchase Plan. In order to promote alignment with shareholder value creation, we maintain an Employee Stock Purchase Plan pursuant to which participating employees can purchase up to $25,000 of our executive officers participate in these plans on the same basis asClass A common stock per year at a discount of up to 15%. Purchases are made four times per year and are funded through payroll deductions. Effective January 1, 2023, we suspended our other employees except that we pay such medical insurance premiums in full.

-  Employee Stock Purchase Plan.


Severance and Change-of-Control Benefits. We have a severance policy, which is applicable to all of our employees. Under this policy, full-time employees are eligible for up to fifteen weeks of severance (subject to certain requirements). John C. Donlevie and Eugene D. Levin are eligible to participate in our severance policy.  Our employment agreements with David J. Field, Joseph M. Field and Stephen F. Fishereach of our Named Executive Officers govern severance for suchthose officers.  In addition, each of these three agreements contains provisions which are effective upon a change of control. The applicable severance and change of control provisions for each such officer isare described below.

- 


Personal Aircraft Usage. of Jet Card. We have an interestparticipate in two aircraft through a fractional ownership program which operates the aircraft under the FAA Commercial Part 135 Rules.  As permitted by the aircraft operator, welimited jet card program. We permit our Chairman, CEO/President, Chairman Emeritus and other executive officers approved by our CEO/President to use the aircraftour jet card for personal use, subject to the terms of our Aircraft Usage Policy. Under this policy, our executives must pay directly to the aircraft operator (for our account)reimburse us for all usage and other incremental charges relating to any such flight(s). While thethis personal usage of the aircraft is by definition a perquisite, as it is not generally available to all of our employees, there is no associated dollar value of compensation since the executives each payreimburse us for the aircraft operator (for our account) an amount at least equal to our incrementalentire cost for each personal flight.

- 


Car Allowance. EachTwo of our Named Executive Officers, isDavid J. Field and Richard J. Schmaeling, are provided with either a car allowance or use of a company-owned vehicle.

TAX ISSUES RELATING TO EXECUTIVE COMPENSATION.  Section 162(m) of the Internal Revenue Code of 1986, as amended, imposes limitations upon the federal income tax deductibility of certain compensation paid to our Chief Executive Officer and to each of our other four most highly compensated executive officers (excluding our Chief Financial Officer).  Under these limitations, we may deduct such compensation only to the extent that during any year the compensation paid to any such officer does not exceed $1,000,000 or meets certain specified conditions (such as certain performance-based compensation that has been approved by our shareholders).  While our Board desires to maximize our tax deductions, some elements of executive compensation may not be tax deductible, and our compensation plans and policies may be modified if our Committee determines that such action is in the best interest of us and our shareholders, even if such action may result in some loss of deductibility.  An aggregate of approximately $0.8 million in compensation expense in 2008 was over the Section 162(m) limits and therefore not deductible for tax purposes.

SECURITY OWNERSHIP REQUIREMENTS / GUIDELINES.  The Corporate Governance Guidelines adopted by our Board encourage directors to purchase shares of our stock.  Our Board, however, recognizes that the number of shares of our stock owned by any director is a personal decision, and our Board determined not to adopt a policy requiring ownership by Directors of a minimum number of our shares.  Similarly, we do not have a requirement relating to Named Executive Officer ownership of our shares.

26

allowances.



NAMED EXECUTIVE OFFICER COMPENSATION.

EMPLOYMENT AGREEMENTS AND SEVERANCE


David J. Field, Chairman, President and Chief Executive Officer. Officer. Our Principal Executive Officer is David J. Field. Mr. Field serves as our President and Chief Executive Officer pursuant to an amended and restated employment agreement dated August 2, 2007, which agreement was amended on December 15, 2008 to conform to Section 409A14, 2021 (but effective as of the Internal Revenue Code.January 1, 2022). This agreement has an initial term of three years with automatic one year extensions following the initial term unless either party provides prior notice of non-extension. Mr. Field’s employment agreement provides forfor: (i) an annual base salary of $760,000, subject to annual increase based upon the percentage increase in the Consumer Price Index for all Urban Consumers,$1,350,000 and for(ii) an annual cash performance-based bonus target of up to 110%200% of his annual base salary. Mr. Field’s salary for the year 20082022 was $775,862.  In addition,$1,349,255.

•Incentive Compensation. For services during 2022, our Committee did not award any bonus to Mr. Field receives certain other benefits as provided from time to time to our senior executive officers as described above.

·


•Equity Incentive Compensation. In recognition of his services during 2008, and2022, in light of the considerations described abovelingering impact of the COVID-19 pandemic and the termspresent macroeconomic climate, the Company again postponed making its annual equity incentive awards until the first quarter of his employment agreement, on2023. On February 10, 2009,23, 2023, our Committee awarded Mr. Field: (i) anField the equity award of 37,500 restricted stock units which vest over four yearsawards described in accordance with the terms of his employment agreement; (ii) options to purchase 140,000 shares of our Class A Common Stock at a price of $1.34 per share which vest in four equal annual installments beginning on February 10, 2010; and (iii) a discretionary cash bonus of $450,000.  In addition, on February 10, 2009, an aggregate of 110,000 shares of restricted stock units which were subject to vesting on the achievement of specified stock market prices for our Class A Common Stock were modified to provide for time vesting over two years.

·tables above.


Termination / Severance Compensation.  If Mr. Field’s employment agreement may be terminated by either party. In the event that Mr. Field is terminated by us without cause (as defined in histhe agreement) or he resigns for good reason (as defined in his agreement) prior to the execution of a binding agreement which would result in a change in control (as defined in his agreement), if consummated, or more than two years following a change in control, subject to his execution of a release of claims against us, all of Mr. Field’s outstanding equity compensation awards that vest on the basis of our performance shallwill become fully vested and we shallwill pay him a lump sum payment in an amount equal to the greater of: (i) the sum of two years’ annual base salary and two times the highest annual bonus paid during the preceding three yearthree-year period, or (ii) the sum of the base salary and annual bonuses that would otherwise have been payable through the end of the then current term of the agreement. If such termination occurs (a) following the execution of a binding agreement which would result in a change in control if consummatedconsummated; or (b) prior to two years followingthe two-year anniversary of a change in control,control; in each case subject to his execution of a release of claims against us, all of Mr. Field’s outstanding equity compensation awards shallwill become fully vested, and we shallwill pay him a lump sum payment in an amount equal to the sum of three years’ annual base salary and three times the highest annual bonus paid to him during the preceding three yearthree-year period. We shallwill also pay his COBRA premiums for continued health coverage, to the extent he elects such coverage, for a period of up to 18eighteen months.  Additionally, should any of these payments become subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, we shall make an additional payment in an amount sufficient to place Mr. Field in the same after-tax position as if the excise tax had not applied.


Furthermore, in the event that David J.Mr. Field dies or becomes disabled, then all of Mr. Field’s outstanding equity compensation awards that vest on the basis of our performance shallwill become fully vested and we shallwill pay him (or his estate, if applicable) a lump sum payment in an amount equal to the sum of two years’ annual base salary and two times the highest annual bonus paid during the preceding three yearthree-year period, and we shallwill also pay his COBRA premiums for continued health coverage, to the extent he elects such coverage, for a period of up to 18eighteen months.


33


Finally, Mr. Field’s agreement also provides that in the event of a change in control (as defined in the agreement)where Mr. Field’s employment is terminated within 24 months thereof, all of Mr. Field’s then outstanding equity compensation awards shallwill become fully vested and exercisable.

Joseph M. Field, Chairman of the Company. Joseph M. Field serves as our Chairman pursuant to an employment agreement dated August 2, 2007, which agreement was amended on December 15, 2008 to conform to Section 409A of the Internal Revenue Code.  This agreement provides that for so long as Mr. Field serves as the Chairman of our Board of Directors, he shall receive an annual retainer in an amount equal to three times the annual retainer payable to non-employee members of the Board of Directors, as in effect from time to time.  This annual retainer shall be payable either in cash or in restricted stock units which vest over the one year period following the date of grant.  For 2008, Mr. Field received $105,000 in base compensation.  Additionally, we shall grant him annual equity compensation awards of the same type and for an underlying number of shares equal to three times the number of shares underlying the awards granted to each non-employee member of the Board of Directors pursuant to our non-employee director compensation policies as in effect from time to time.  Accordingly, in 2008 Mr. Field received an equity award of 6,000 restricted stock units which vest over four years and options to purchase 3,000 shares of our Class A Common Stock at a price of $11.78 per share which vest in four equal annual installments.  Under this employment agreement, Mr. Field will also receive certain other benefits as provided from time to

27



time to our senior executive officers.  Further, Mr. Field and his spouse are also entitled to medical insurance coverage for the duration of their respective lives.

·Incentive Compensation.  Mr. Field did not receive any incentive compensation for 2008.

·Termination / Severance Compensation.  If Mr. Field ceases to serve as Chairman of our Board of Directors for any reason other than a removal from his position as Chairman of the Board for cause (as defined in the agreement), all of his outstanding equity awards and rights shall become vested, exercisable and payable with respect to all of the equity subject thereto.  In the event that Mr. Field dies or becomes disabled, he shall be deemed to have completed his then current term on the Board of Directors and we shall pay him or his estate a lump sum payment equal to his then current annual retainer.  In addition, upon his termination of employment for any reason, we shall provide for continued medical insurance coverage for him and his spouse for the duration of their respective lives.  Finally, Mr. Field’s agreement provides that in the event that any payments made pursuant to the agreement become subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, we agree to make an additional payment to Mr. Field in an amount equal to two-thirds of the amount required to fully compensate him for the additional tax obligations arising under Section 280(g) of the Internal Revenue Code.

Stephen F. Fisher,Richard J. Schmaeling, Executive Vice President - Operations and Chief Financial Officer. Our Principal Financial Officer is Stephen F. Fisher.  Mr. FisherRichard J. Schmaeling serves as our Executive Vice President - OperationsStrategic Initiatives and Chief Financial Officer pursuant to an employment agreement dated December 19, 2007, which agreement was amended on December 15, 2008 to conform to Section 409A of the Internal Revenue Code.  This agreement has an initialApril 12, 2021 (but effective May 1, 2021). The term of approximately three years (through February 28, 2011) with automatic one year extensions following the initial term unless either party provides at least 120 days prior notice of non-renewal.this agreement extends through April 30, 2025. Mr. Fisher’s salary for the year 2008 was $533,333.  TheSchmaeling’s agreement provides forfor: (i) an annual base salary; (ii) an annual cash performance-based bonus target of up to $400,000 with respect to 2008,90% of his annual base salary; and (iii) annual equity grants with a CPI-U adjustment for subsequent years during the term.  In addition,target of $500,000 (including a target of $350,000 of time based equity compensation and $150,000 of performance based equity compensation) plus 50,000 RSUs in 2021, 40,000 RSUs in 2022, 30,000 RSUs in 2023, and 20,000 RSUs in 2024. Mr. Fisher is eligible to participate in our benefit plans generally available to our officers as described above.

·Incentive Compensation.  In recognition of his services during 2008, and in light of the considerations described above and the terms of his employment agreement, on February 10, 2009, our Committee awarded Mr. Fisher: (i) a discretionary equity award of 35,000 restricted stock units which vest over two years and options to purchase 80,000 shares of our Class A Common Stock at a price of $1.34 per share which vest in four equal annual installments beginning on February 10, 2010; and (ii) a discretionary cash bonus of $275,000.

·Termination / Severance Compensation. Mr. Fisher’s employment agreement may be terminated by either party.  Specifically, Mr. Fisher may terminate the agreement for any reason effective on or after August 31, 2009 upon 120 days prior written notice.  We may terminate Mr. Fisher’s employment for cause or at our convenience.  In the event of termination by us for cause, our obligations under the agreement cease.  In the event of a termination by us without cause, we must pay Mr. Fisher a one-time bonus of $400,000, plus an amount equal to the annual bonus paid in the immediately preceding year prorated from January 1 through the termination date.  In addition, we must continue to pay the salary and auto allowance for a specified period.  Further, all grants of options and restricted stock made through the effective date of termination continue to vest through February 28, 2011 and such options may be exercised for a specified period.

John C. Donlevie, Executive Vice President, Secretary and General Counsel.  John C. Donlevie serves as our Executive Vice President, Secretary and General Counsel pursuant to an employment agreement dated December 23, 1998.  Mr. Donlevie’sSchmaeling’s salary for the year 20082022 was $330,597.  In addition,$815,692. Mr. DonlevieSchmaeling is eligible to participate in our benefit plans generally available to our senior executive officers as described above.

·


•Incentive Compensation. In recognition of his services during 2008,2022, and in light of the considerations described above and in accordance with the terms of his employment agreement, on February 10, 2009,23, 2023, our Committee awarded Mr. Donlevie:Schmaeling a bonus of $183,610.

•Equity Incentive Compensation. In 2022, in light of the lingering impact of the COVID-19 pandemic and the present macroeconomic climate, the Company again postponed making its annual equity incentive awards until the first quarter of 2023. On February 23, 2023, our Committee awarded Mr. Schmaeling the equity awards described in the tables above.

Termination / Severance Compensation. In the event that Mr. Schmaeling’s employment is terminated either by the Company without “cause” (other than due to disability) or by him for “good reason,” in either case prior to the execution of a binding agreement which would result in a “change in control” (each as defined in his employment agreement) if consummated, or more than twelve months following a change in control, then, subject to his execution of a general release of claims and continued compliance with the restrictive covenants and other covenants set forth in his employment agreement, Mr. Schmaeling will be entitled to receive the following severance payments and benefits: (i) a discretionary equity awardcontinued payment of options to purchase 25,000 shareshis annual base salary for one year following the date of our Class A Common Stock at a price of $1.34 per share which vest in four equal annual installments beginning on February 10, 2010; andtermination; (ii) a discretionary cashone-time bonus payment equal to the pro-rata portion of $97,500.  In addition,the amount of annual bonus received for the year immediately preceding the year of termination (or target annual bonus if such termination occurs before any annual bonus has been paid); and (iii) all of Mr. Schmaeling’s then-outstanding equity awards will continue to vest through the first anniversary of the date of termination as if he had remained employed through such date.

If Mr. Schmaeling’s employment is terminated either by the Company without cause (other than due to disability) or by him for good reason, in either case, during the period commencing on February 10, 2009,the date of execution of a binding agreement which would result in a change in control, if consummated, and ending on the twelve-month anniversary of a change in control, then Mr. Schmaeling will be entitled to receive the severance payments and benefits described in the immediately preceding paragraph (subject to his execution of a general release of claims and continued compliance with the restrictive covenants and other covenants set forth in this employment agreement), except that all of Mr. Schmaeling’s then-outstanding equity awards that vest solely on the basis of time will become fully vested and immediately exercisable or settled as of the date of such termination of employment (which shall be in lieu of any continued vesting).

Finally, if his agreement terminates at the end of the term and the Company made a “Qualified Offer” (i.e., an aggregateoffer to continue employment with a salary and bonus package that is equal to or greater than Mr. Schmaeling’s then current salary and annual incentive bonus package) not later than April 1, 2025, then Mr. Schmaeling will not be entitled to any severance. However, if the Company has not made a Qualified Offer and Mr. Schmaeling’s employment terminates at the end of 20,000 sharesthe term, then he will receive his base salary for one year following the date of restricted stock units which weretermination, subject to vesting onhis execution of a general release of claims and continued compliance with the achievement of specified stock market prices for our Class A Common Stock were modified to provide for time vesting over two years.

Eugene D. Levin,restrictive covenants and other covenants set forth in the Employment Agreement.


Susan R. Larkin, Executive Vice President Treasurer and Controller.  Eugene D. LevinChief Operating Officer. Susan R. Larkin serves as our Executive Vice President Treasurer, Controller and Principal Accounting Officer.  Mr. Levin’sChief Operating Officer pursuant to an employment agreement dated as of March 4, 2020 (but effective May 5, 2020) and amended on December 14, 2021. The term of this agreement continues through May 4, 2023. Ms. Larkin’s agreement provides for: (i) an annual base salary; (ii) an annual cash performance-based bonus target of $500,000; and (iii) annual equity grants with a target grant value of $500,000. Ms. Larkin’s salary for the year 20082022 was $191,835.  In addition, Mr. Levin$750,000. Ms. Larkin is eligible to participate in our benefit plans generally available to our senior executive officers as described above.

·


•Incentive Compensation. In recognition of hisher services during 2008,2022, and in light of the considerations described above and in accordance with the terms of her employment agreement, on February 10, 2009,23, 2023, our Committee awarded Ms. Larkin a bonus of $62,500.

•Equity Incentive Compensation. In 2022, in light of the lingering impact of the COVID-19 pandemic and the present macroeconomic climate, the Company again postponed making its annual equity incentive awards
34


until the first quarter of 2023. On February 23, 2023, our Committee awarded Ms. Larkin the equity awards described in the tables above.

Termination / Severance Compensation. In the event that Ms. Larkin’s employment is terminated by the Company without “cause” (as defined in her employment agreement), Ms. Larkin will be entitled to receive, as severance: (i) the continued payment of her annual base salary for twelve months following the date of termination; (ii) a one-time bonus in an amount equal to the annual incentive bonus that she was paid in the year immediately preceding the year in which the termination occurs, prorated in accordance with the number of quarters (whole or partial) in which she worked in the year in which such termination occurs; and (iii) all grants of equity made through the effective date of such termination will continue to vest through the period ending on the one-year anniversary of such termination, as if she had remained employed hereunder through that date.

Ms. Larkin’s employment agreement provides that either party may provide notice of non-renewal. If the Company gives notice of non-renewal and Ms. Larkin’s employment is therefore terminated, Ms. Larkin will be entitled to receive, as severance, the items specified in Clause (i) and (ii) in the prior paragraph. If Ms. Larkin gives notice of non-renewal and Ms. Larkin’s employment is therefore terminated, Ms. Larkin will be not be entitled to additional compensation.

J.D. Crowley, President - Podcast and Streaming and Chief Digital Officer. J.D.Crowley serves as our Chief Digital Officer and President - Podcast and Streaming pursuant to an employment agreement dated as of January 9, 2023. The term of this agreement continues through March 31, 2026 with automatic one-year extensions unless either party provides prior notice of non-extension. Mr. Crowley’s agreement included a signing bonus of $325,000 and an initial equity award of 300,000 restricted stock units. These RSUs vest: (i) fifty percent (50%) on March 31, 2025; and (ii) fifty percent (50%) on March 31, 2026, in each case subject to Mr. Crowley's employment on the vesting date. Mr. Crowley’s agreement provides for: (i) an annual base salary; (ii) an annual cash performance-based bonus target of 80% of his annual base salary; and (iii) annual equity grants with a target of $500,000 or such other amount as determined at the discretion of the Committee. Mr. Crowley’s salary for 2022 was $700,000. Under this agreement, Mr. Crowley also received certain other benefits as provided from time to time to our senior executive officers. See below under the heading “Termination or Change-In-Control Payments.”

•Incentive Compensation. In recognition of his services during 2022, and in light of the considerations described above and in accordance with the terms of his employment agreement, on February 23, 2022, our Committee awarded Mr. Levin: (i)Crowley a discretionarybonus of $75,000.

•Equity Incentive Compensation. In 2022, in light of the lingering impact of the COVID-19 pandemic and the present macroeconomic climate, the Company again postponed making its annual equity incentive awards until the first quarter of 2023.On February 23, 2023, our Committee awarded Mr. Crowley the equity award described in the table above.

Termination / Severance Compensation. In the event that Mr. Crowley’s employment is terminated either by the Company without “cause” (other than due to disability) or by him for “good reason,” Mr. Crowley will be entitled to receive the following severance payments and benefits: (i) continued payment of his annual base salary for one year following the date of termination; (ii) a one-time bonus payment equal to the pro-rata portion of the amount of annual bonus received for the year immediately preceding the year of termination (or target annual bonus if such termination occurs before any annual bonus has been paid); and (iii) all of Mr. Crowley’s then-outstanding equity awards will continue to vest through the first anniversary of the date of termination as if he had remained employed through such date the (“Severance Benefits”).

If Mr. Crowley’s employment is terminated by the Company without Cause, by Mr. Crowley for “good reason” or Mr. Crowley’s employment agreement is not renewed by the Company as a result of a Change of Control, during the period commencing on the date of execution of a binding agreement which would result in a Change in Control if consummated and ending on the twelve (12) month anniversary of the consummation of such Change in Control, then Mr. Crowley would be entitled to the Severance Benefits. In addition, all of Mr. Crowley’s then-outstanding equity grants, to the extent not previously vested, which are subject to vesting solely on the basis of time, would fully vest and become immediately exercisable or settled as of the date of such termination of employment.

Andrew P. Sutor, IV, Executive Vice President, General Counsel and Secretary. Andrew P. Sutor, IV serves as our Executive Vice President, General Counsel and Secretary pursuant to an employment agreement dated as of May 15, 2017, and amended on February 20, 2020. The term of this agreement continues through December 31, 2023, with automatic one-year extensions following the initial term unless either party provides prior notice of non-extension. Mr. Sutor’s agreement provides for: (i) an annual base salary of $575,000; (ii) an annual cash performance-based bonus target of $325,000; and (iii) annual equity grants with a target of $300,000. Mr. Sutor’s salary for 2022 was $609,676.

•Incentive Compensation. In recognition of his services during 2022, and in light of the considerations described above and in accordance with the terms of his employment agreement, on February 23, 2023, our Committee awarded Mr. Sutor a bonus of $81,250.
35



•Equity Incentive Compensation. In 2022, in light of the lingering impact of the COVID-19 pandemic and the present macroeconomic climate, the Company again postponed making its annual equity incentive awards until the first quarter of 2023. On February 23, 2023, our Committee awarded Mr. Sutor the equity awards described in the tables above.

Termination / Severance Compensation. In the event that Mr. Sutor’s employment (i) is terminated by the Company without “Cause”; or (ii) terminates as of December 31, 2023, or any December 31 thereafter due to a notice of non-renewal by the Company and the Company has not made an offer of continued employment at the same then current salary and bonus opportunity, Mr. Sutor will be entitled to receive, as severance, the continued payment of his annual base salary for twelve months following the date of termination (subject to his execution of a general release of claims and continued compliance with the restrictive covenants and other covenants set forth in his employment agreement). In addition, in the event of a termination of his agreement without Cause, where the Company has not made a Qualified Offer, or by the Company in breach of his Agreement, then: (i) all of Mr. Sutor’s then-outstanding Company stock based rights which are subject to vesting, shall become vested, exercisable and payable with respect to all of the equity subject thereto; and (ii) all of Mr. Sutor’s options and similar rights shall remain exercisable with respect to such equity for up to an additional two (2) years from the termination date, but in no event longer than for the original term of the options.

STOCK OWNERSHIP GUIDELINES

Director Stock Ownership Guidelines. Our Corporate Governance Guidelines require each of the Company’s non-employee directors to acquire and continually hold equity interests representing at least three times the annual cash retainer paid to each director by the third anniversary of director service. Once the required objective ownership has been achieved the target will be deemed to be continuously met regardless of future share price fluctuations and provided that the ownership of the shares utilized to meet the target are maintained.

Name Executive OfficerStock Ownership Guidelines. In response to the input of our shareholders in our outreach process, our Corporate Governance Guidelines require each of our NEOs to acquire and continually hold the following levels of Company shares:


ExecutiveMultiple of Annual Cash Salary
CEO6x
Other NEOs2x

For NEOs as of January 1, 2019, the initial test is as of such date. To the extent an NEO had not satisfied the criteria as of such date, such NEO(s) shall have until the later of: (a) the third anniversary of an individual becoming an NEO (or three years from an individual becoming our CEO with respect to the heightened six times threshold); or (b) three years from October 22, 2019. Once the required objective ownership has been achieved the target will be deemed to be continuously met regardless of future share price fluctuations or salary increases, provided that the ownership of the shares utilized to meet the target are maintained. All of our NEOs are either currently in compliance with these new guidelines, or are on track to comply within the compliance timeline.

PROHIBITION ON HEDGING AND PLEDGING OF COMPANY SECURITIES

Our Directors, NEOs and “Covered Persons” (as defined in our Securities Trading Policy) are prohibited from(1) pledging Company securities as collateral for a loan, purchasing Company securities on margin (i.e., borrowing money to purchase 15,000 sharesthe securities) or placing Company securities in a margin account; and (2) directly or indirectly hedging Company securities (that is, making an investment in another security in order to reduce the risk of a loss or gain on any Company Security), whether via forward contracts, equity swaps, collars, exchange funds or otherwise. The above prohibitions do not apply to cashless exercises of stock options under the Company’s equity plans or to situations approved in advance by the Company’s General Counsel.

COMPENSATION CLAWBACK POLICY

In response to shareholder feedback, we added a clawback policy applicable to our executive officers. The policy provides that the Committee may require reimbursement or forfeiture of all or a portion of any incentive compensation awarded to an executive officer in the event of the following circumstances:

36


•The Company’s financial statements are required to be restated as a result of material non-compliance with any financial reporting requirements under the federal securities laws due to an act of embezzlement, fraud, breach of fiduciary duty, misconduct, or gross negligence;

•As a result of such restatement, a performance measure or specified performance target which was a material factor in determining the amount of incentive compensation previously earned by an executive is restated; and

•The Committee determines in its discretion that a lower amount of incentive compensation would have been earned by such executive based upon the restated financial results.

We continue to monitor this policy to ensure that it is consistent with applicable laws, and will review and modify the policy as necessary to reflect the final New York Stock Exchange listing rules adopted to implement the compensation recovery requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

TAX AND ACCOUNTING ISSUES RELATING TO EXECUTIVE COMPENSATION

Section 162(m) of the Code imposes limitations upon the federal income tax deductibility of certain compensation paid to our Chief Executive Officer, our Chief Financial Officer and to each of our Class A Common Stock at a price $1.34 per share which vestother three most highly compensated executive officers. Under these limitations, we may deduct such compensation only to the extent that during any year the compensation paid to any such officer does not exceed $1,000,000 or meets certain limited conditions. The Committee believes that it is in four equal annual installments beginning on February 10, 2010;our best interests to retain flexibility and (ii) a discretionary cash bonusdiscretion to make compensation awards to foster achievement of $25,000.

28

goals the Committee deems important to our success, including for example encouraging employee retention, rewarding achievement of non-quantifiable goals, and achieving progress with specific projects.

Our Committee also takes accounting considerations, including the impact of Accounting Standards Codification (“ASC”) Topic 718, into account in structuring compensation programs and determining the form and amount of compensation awarded.






37


EXECUTIVE OFFICER COMPENSATION


EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE

The following table provides summary information concerning compensation paid to or earned by our Chief Executive Officer, our Chief Financial Officer, and our othernext three most highly compensated executive officers (the “(“Named Executive Officers” or "NEOs") for services rendered during 2008, 20072022, 2021 and 2006:

 

 

 

(amounts in dollars)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonqualified

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Equity

 

Deferred

 

 

 

 

 

Name and Principal

 

 

 

 

 

 

 

Stock

 

Option

 

Incentive Plan

 

Compensation

 

All Other

 

 

 

Position

 

Year

 

Salary

 

Bonus

 

Awards (1)

 

Awards

 

Compensation

 

Earnings

 

Compensation

 

Total

 

David J. Field

 

2008

 

$

775,862

 

$

470,268

 

$

1,604,499

 

$

278,314

 

—

 

—

 

$

31,855(2)

 

$

3,160,798

 

President and Chief Executive Officer

 

2007

 

$

746,032

 

$

600,000

 

$

1,832,951

 

$

114,694

 

—

 

—

 

$

32,661(2)

 

$

3,326,338

 

 

 

2006

 

$

717,423

 

$

600,000

 

$

1,496,774

 

—

 

—

 

—

 

$

29,076(2)

 

$

2,843,273

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Joseph M. Field

 

2008

 

$

105,000

 

—

 

$

13,360

 

$

225

 

—

 

—

 

$

33,843(3)

 

$

152,428

 

Chairman of the Board

 

2007

 

$

334,063

 

—

 

—

 

—

 

—

 

—

 

$

38,358(3)

 

$

372,421

 

 

 

2006

 

$

551,864

 

—

 

—

 

—

 

—

 

—

 

$

36,376(3)

 

$

588,240

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stephen F. Fisher

 

2008

 

$

533,333

 

$

363,160

 

$

2,278,007

 

$

44,386

 

—

 

—

 

$

47,178(4)

 

$

3,266,064

 

Executive Vice President - Operations and Chief Financial Officer

 

2007

 

$

495,833

 

$

388,500

 

$

1,668,483

 

$

1,334

 

—

 

—

 

$

42,925(4)

 

$

2,597,075

 

 

 

2006

 

$

470,833

 

$

375,000

 

$

916,032

 

—

 

—

 

—

 

$

43,383(4)

 

$

1,805,248

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John C. Donlevie

 

2008

 

$

330,597

 

$

97,500

 

$

269,202

 

$

933

 

—

 

—

 

$

39,488(5)

 

$

737,720

 

Executive Vice President, Secretary and General Counsel

 

2007

 

$

319,595

 

$

132,500

 

$

313,533

 

—

 

—

 

—

 

$

33,766(5)

 

$

799,394

 

 

 

2006

 

$

309,044

 

$

132,500

 

$

263,549

 

—

 

—

 

—

 

$

35,496(5)

 

$

740,589

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eugene D. Levin

 

2008

 

$

191,835

 

$

25,000

 

$

46,958

 

$

261

 

—

 

—

 

$

22,341(6)

 

$

286,395

 

Vice President, Treasurer and Controller

 

2007

 

$

184,500

 

$

35,000

 

$

33,718

 

—

 

—

 

—

 

$

28,018(6)

 

$

281,236

 

 

 

2006

 

$

177,500

 

$

30,000

 

$

6,863

 

—

 

—

 

—

 

$

25,381(6)

 

$

239,744

 

(1)                                 Please refer2020 (the table includes data for NEOs beginning with the year they are added to the table):


Amounts In Dollars
Change in
Pension
Value and
Non-
Value OfNon-Equityqualified
Name andRestrictedValue OfIncentiveDeferredAll
PrincipalStockOptionPlanCompensationOther
PositionYearSalaryBonus (1)Awards (2)AwardsCompensationEarningsCompensationTotal
David J. Field
Chairman, President and Chief Executive Officer
2022$1,349,255$—$1,360,250(3)$— $—(13)$— $60,020(4)$2,769,525
2021$1,277,193$—$546,750(3)$— $640,638(13)$— $46,724(4)$2,511,305
2020$1,159,843$—$1,455,070(3)$— $—$— $57,020(4)$2,671,933
Richard J. Schmaeling
Executive VP and Chief
Financial Officer
2022$815,692$—$91,113(5)$— $183,610(13)$— $37,270(6)$1,127,685
2021$745,913$167,830(14)$583,963(5)$— $136,080(13)$— $27,858(6)$1,661,644
2020$604,135$—$516,370(5)$— $—$— $37,901(6)$1,158,406
Susan R. Larkin
Executive VP and Chief Operating Officer
2022$750,000$—$76,338(7)$— $62,500(13)$— $17,385(8)$906,223
2021$698,461$125,000(14)$282,488(7)$— $100,000(13)$— $13,714(8)$1,219,663
2020$547,115$—$340,072(7)$— $—$— $38,329(8)$925,516
Andrew P. Sutor, IV
Executive VP, Secretary &
General Counsel
2022$609,676$—$35,206(9)$— $81,250(13)$— $26,111(10)$752,243
2021$591,985$81,250(14)$130,282(9)$— $64,750(13)$— $16,703(10)$884,970
2020$538,865$—$670,258(9)$— $—$— $24,402(10)$1,233,525
J.D. Crowley
Chief Digital Officer & President - Podcast and Streaming
2022$700,000$$—$54,175(11)$— $75,000(13)$— $25,484(12)$854,659
2021$646,635$100,000(14)$493,975(11)$— $80,000(13)$— $16,278(12)$1,336,888

(1)    Includes amounts earned during the year and either paid in the current or subsequent year and/or recognized in the current or subsequent year under a discussiondeferred compensation plan.
38


(2)     Unless otherwise indicated, restricted stock units (“RSUs”), which are subject to service conditions, vest over four years as follows: (i) 50% after two years; (ii) 25% after three years; and (iii) 25% after four years. For equity incentive plan awards that are subject to market conditions (in addition to service conditions), the fair value and expected term was determined by using the Monte Carlo simulation model, which uses certain variables such as expected volatility, a risk free interest rate and expected dividends. The Monte Carlo method begins with the fair value of the assumptionsstock price on the date of grant and applies a discount based upon the probability of the stock vesting after meeting the market conditions.
(3)    On May 10, 2022, December 1, 2021 , March 2, 2020, and November 16, 2020, Mr. Field was granted 325,000 RSU, 225,000 RSUs, 119,000 RSUs, and 500,000 RSUs, respectively, with a fair value of $1.97, $2.43, $3.53, and $2.07 per share, respectively. On December 1, 2021, our Committee awarded Mr. Field an equity award of 300,000 restricted stock units ('RSUs"). Because the Company did not have sufficient shares available under the Company’s Equity Compensation Plan, 25% percent of these RSUs (i.e., 75,000 of the 300,000 RSUs) were subject to shareholder approval of a new Company equity incentive plan at the 2022 annual shareholders meeting and therefore were not considered granted until 2022. The table above only reflects the RSUs which were not subject to shareholder approval in 2021. In addition, on May 10, 2022, our Committee awarded Mr. Field 750,000 RSUs subject to market conditions (in addition to service conditions). The fair value and expected term was determined by using the Monte Carlo simulation model, which uses certain variables such as expected volatility, a risk free interest rate and expected dividends. The Monte Carlo method begins with the fair value of the stock price on the date of grant and applies a discount based upon the probability of the stock vesting after meeting the market conditions. The fair value of the Company’s stock at the time of the May 10, 2022 grant was $1.97 per share, and after applying the valuation model discount, the values used in the valuation of awards and options in the notes to the consolidated financial statements included with the filing of: (i) the 2008 Form 10K filed on February 26, 2008; (ii) the 2007 Form 10K filed on February 22, 2008; and (iii) the 2006 Form 10K on February 28, 2007.

(2)this chart were $0.96 per share.

(4)    All other compensation includes: (i) medical insurance premiums of $22,404, $22,575$37,994, $32,324 and $19,291$35,495 for 2008, 20072022, 2021 and 2006,2020, respectively; (ii) an auto allowance of $14,400, $14,400, and $14,400 for 2022, 2021 and 2020, respectively; and (ii) contributions by(iii) a Company 401K contribution of $7,626, $0, and $7,125 for 2022, 2021 and 2020, respectively.
(5)    On May 10, 2022, December 1, 2021, May 1, 2021, March 2, 2020, and November 16, 2020, Mr. Schmaeling was granted 46,250 RSUs, 98,750 RSUs, 60,000 RSUs, 29,000 RSUs, and 200,000 RSUs, respectively, with a fair value of $1.97, $2.43, $4.84, $3.53, and $2.07 per share, respectively. On December 1, 2021, our Committee awarded Mr. Schmaeling an equity award of 185,000 restricted stock units (“RSUs”). Because the Company did not have sufficient shares available under the Company’s Equity Compensation Plan, 25% percent of these RSUs (i.e., 46,250 of the 185,000 RSUs) were subject to shareholder approval of a 401Knew Company equity incentive plan at the 2022 annual shareholders meeting and therefore were not considered granted until 2022. The table above only reflects the RSUs which are not subject to shareholder approval in 2021. In addition, on December 1, 2021, our Committee awarded Mr. Schmaeling an equity award with a target value of $6,900, $6,600$150,000. This award of 40,000 RSUs was subject to market conditions (in addition to service conditions). The fair value and $6,600 for 2008, 2007expected term was determined by using the Monte Carlo simulation model, which uses certain variables such as expected volatility, a risk free interest rate and 2006, respectively.

(3)expected dividends. The Monte Carlo method begins with the fair value of the stock price on the date of grant and applies a discount based upon the probability of the stock vesting after meeting the market conditions. The fair values of the Company’s stock at the time of the December 1, 2021 grants were $2.43 per share, and after applying the valuation model discount, the values used in this chart were $1.34 per share. The market conditions were not achieved and therefore the awards were forfeited in 2022.

(6)    All other compensation includes: (i) medical insurance premiums of $17,396, $17,188$17,645, $15,858 and $14,979$18,776 for 2008, 20072022, 2021 and 2006,2020, respectively; (ii) $14,400 as an automobileauto allowance in each of 2008, 2007$12,000, $12,000 and 2006;$12,000 for 2022, 2021 and 2020, respectively; and (iii) contributions bya Company 401K contribution of $7,625, $0 and $7,125 for 2022, 2021 and 2020, respectively.
(7)    On May 10, 2022, December 1, 2021 and November 16, 2020, Ms. Larkin was granted 38,750 RSUs, 116,250 RSUs, and 164,286 RSUs, respectively, with a fair value of $1.97, $2.43, and $2.07 per share, respectively. On December 1, 2021, our Committee awarded Ms. Larkin an equity award of 155,000 restricted stock units (“RSUs”). Because the Company did not have sufficient shares available under the Company’s Equity Compensation Plan, 25% percent of these RSUs (i.e., 38,750 of the 155,000 RSUs) were subject to shareholder approval of a 401Knew Company equity incentive plan of $6,600 for each of 2007at the 2022 annual shareholders meeting and 2006

(4)therefore were not considered granted until 2022. The table above only reflects the RSUs which are not subject to shareholder approval in 2021.

(8)    All other compensation includes: (i) medical insurance premiums of $17,396, $17,395$15,221.95, $13,714 and $17,747$16,199 for 2008, 20072022, 2021 and 2006,2020, respectively; (ii) an auto allowance of $0, $0 and $18,000 as an automobile allowance in each of 2008, 2007for 2022, 2021 and 2006;2020, respectively; and (iii) contributions bya Company 401K contribution of $2,163, $0 and $4,130 for 2022, 2021 and 2020 respectively.
39


(9)    On May 10, 2022, December 1, 2021, February 20, 2020, March 2, 2020, and November 16, 2020, Mr. Sutor was granted 17,871 RSUs, 53,614 RSUs, 100,000 RSUs, 11,000 RSUs, and 85,714 RSUs, respectively, with a fair value of $1.97, $2.43, $4.54, $3.53, and $2.07 per share, respectively. On December 1, 2021, our Committee awarded Mr. Sutor an equity award of 71,585 restricted stock units (“RSUs”). Because the Company did not have sufficient shares available under the Company’s Equity Compensation Plan, 25% percent of these RSUs (i.e., 17,871 of the 71,585 RSUs) are subject to shareholder approval of a 401Knew Company equity incentive plan of $6,078, $6,600at the 2022 annual shareholders meeting and $6,600 for 2008, 2007 and 2006, respectively.

(5)therefore were not considered granted until 2022. The table above only reflects the RSUs which are not subject to shareholder approval in 2021.

(10)    All other compensation includes: (i) medical insurance premiums of $22,404, $22,575$18,486, $16,703, and $19,291$18,776 for 2008, 20072022, 2021 and 2006,2020, respectively; and (ii) $8,588, $3,400a Company 401K contribution of $7,625, $0 and $8,460$5,626 for 2022, 2021 and 2020, respectively.
(11)    On May 10, 2022, Mr. Crowley was granted 27,500 RSU with a fair value of $1.97. On December 1, 2021, Mr. Crowley was granted 82,500 RSUs with a fair value of $2.43 per share. On December 1, 2021, our Committee awarded Mr. Crowley an equity award of 110,000 restricted stock units (“RSUs”). Because the personal useCompany did not have sufficient shares available under the Company’s Equity Compensation Plan, 25% percent of these RSUs (i.e., 27,500 of the 110,000 RSUs) were subject to shareholder approval of a new Company provided automobileequity incentive plan at the 2022 annual shareholders meeting and therefore were not considered granted until 2022. The table above only reflects the RSUs which were not subject to shareholder approval in the 2021 grant. In addition, on March 18, 2021, our Committee awarded Mr. Crowley an equity award of up to 125,000 RSUs with performance conditions with a fair value of $5.87 per share, which vest upon the achievement of certain performance conditions. These RSUs granted were to vest upon the achievement of certain performance conditions. Mr. Crowley would have earned 12,500 RSUs upon the achievement of each of the following Net Digital Revenue amounts for 2008, 2007Calendar Year 2022: (i) $310 million; (ii) $332 million; (iii) $355 million; and 2006, respectively;(iv) $378 million. Mr. Crowley would have earned 12,500 RSUs upon the achievement of each of the following Digital EBITDA amounts for Calendar Year 2022: (i) $65.0 million; (ii) $73 million; and (iii) contributions by$85.0 million. Mr. Crowley would have earned 12,500 RSUs upon the Company under a 401K planachievement of $4,600, $6,600each of the following highest three consecutive month average monthly active users for Calendar Year 2022: (i) 50 million; (ii) 60 million; and $6,600 for 2008, 2007(iii) 70 million. These performance metrics were not achieved and 2006, respectively

(6)therefore the awards were forfeited in 2022.

(12)    All other compensation includes: (i) medical insurance premiums of $17,396, $17,395$17,858 and $14,979$16,278 for 2008, 20072022 and 2006,2021 respectively; (ii) $4,013 and $4,013 for the personal use of(ii) a Company provided automobile401K contribution of $7,625 in 2022.
(13)    Represents payouts under 2022 and 2021 Annual Incentive Compensation plan. In 2022 and 2021, the financial bonus component of the plan which represents 75% of the bonus target was not earned. In 2022 and 2021 payouts represents achievement under the non financial bonus component of the plan which represents 25% of bonus target. Refer to Annual Incentive Compensation discussion in the Elements of Compensation section for 2007further details for plan and 2006, respectively;achievement for 2022. In 2021 100% of the non financial component was earned and paid.
(14)    In order to be consistent with the bonuses the Company intended to award to its other non-NEO executives and members of management, the Committee decided to award an additional 20% of Target Bonus to all of the Company NEOs, other than our Chief Executive Officer (to whom no additional bonus was awarded). These awards were in line with our Chief Executive Officer’s recommendation: that the NEO (excluding himself) be treated consistent with the Company’s other executives and members of management. In making this recommendation and the subsequent determination by our Committee, it was noted that in 2020 no bonuses were paid to the Company’s NEOs, other executives and other members of Company management. The Committee concluded that the Company’s 2022 and 2021 performance was materially impacted by the continuing effects of COVID-19. Further, the Committee considered the need to seek to retain key executives and members of the Company’s management team.
(15)    Our Compensation Committee awarded our Named Executive Officers bonuses for services performed during the prior fiscal year. The bonus was for services performed during the prior fiscal year pursuant to awards under non-equity incentive plans. On March 2, 2020, our Compensation Committee awarded: (i) Mr. Field a bonus of $1,400,000 payable as follows: (a) $980,000 in cash; and (b) 119,000 RSUs (with a market value of approximately $420,000) which became fully vested on March 16, 2020; (ii) Mr. Schmaeling a bonus of $340,000 payable as follows: (a) $238,000 in cash; and (b) 29,000 RSUs (with a market value of approximately $102,000) which became fully vested on March 16, 2020; and (iii) contributions by the Company underMr. Sutor a 401K planbonus of $5,680$133,000 payable as follows: (a) $93,100 in cash; and $5,505 for 2007 and 2006, respectively.

29

(b) 11,000 RSUs (with a market value of approximately $39,900) which became fully vested on March 16, 2020.
40



GRANTS OF PLAN-BASED AWARDS TABLE

The following table provides summary information concerning equity compensation equity awards granted to each of our Named Executive Officers during 2008:

 

 

Grant

 

Estimated Future Payouts 
Under Non-Equity Incentive
Plan Awards

 

Estimated
Future Payouts
Under Equity
Incentive Plan
Awards

 

All Other Stock
Awards:
Number of
Shares of Stock

 

All Other Stock
Awards:
Number of
Securities
Underlying

 

Base Price

 

Estimated
Future

 

Fair Value of 
Award On Date Of 

 

Name

 

Date

 

Threshold

 

Target

 

Maximum

 

Target

 

Or Units

 

Option

 

of Awards

 

Payment (1)

 

Grant

 

 

 

 

 

 

 

($)

 

 

 

 

 

(#)

 

 

 

($ /Share)

 

$

 

($ /Share)

 

David J. Field

 

1/8/2008

 

$

—

 

$

—

 

$

—

 

—

 

37,500

(2)

$

—

 

$

—

 

$

46,125

 

$

11.98

(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Joseph M. Field

 

3/7/2008

 

$

—

 

$

—

 

$

—

 

—

 

6,000

(2)

$

—

 

$

—

 

$

7,380

 

$

10.53

(3)

 

 

3/7/2008

 

$

—

 

$

—

 

$

—

 

—

 

 

 

3,000

(4)

$

11.78

 

$

—

 

$

0.34

(5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stephen F. Fisher

 

2/29/2008

 

$

—

 

$

—

 

$

—

 

—

 

130,000

(6)

$

—

 

$

—

 

$

159,900

 

$

11.80

(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John C. Donlevie

 

1/8/2008

 

$

—

 

$

—

 

$

—

 

—

 

12,500

(2)

$

—

 

$

—

 

$

15,375

 

$

11.98

(3)

 

 

1/8/2008

 

$

—

 

$

—

 

$

—

 

—

 

 

 

6,250

(4)

$

11.31

 

$

—

 

$

0.61

(5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eugene D. Levin

 

1/8/2008

 

$

—

 

$

—

 

$

—

 

—

 

3,500

(2)

$

—

 

$

—

 

$

4,305

 

$

11.98

(3)

 

 

1/8/2008

 

$

—

 

$

—

 

$

—

 

—

 

 

 

1,750

(4)

$

11.31

 

$

—

 

$

0.61

(5)

2022:

(1)

The estimated future payment is computed based upon the closing price of the Company’s stock of $1.23 as of December 31, 2008, multiplied by the number of shares.

(2)

The periods over which the restricted stock units vest are 50% two years from the grant date, 25% three years from the grant date and 25% four years from the grant date.

(3)

The fair value was determined by using the value of the Company’s stock price on the date of grant.

(4)

The options have a ten-year term and vest in one-fourth installments at each grant date anniversary for four years.

(5)

The options fair value was determined using the Black-Scholes method. Please refer to the discussion of Share Based Compensation included in the notes to the consolidated financial statements that was included in the Company’s 10-K as filed on February 26, 2009.

(6)

The restricted stock units vest equally over three years from the date of grant.

30

Grants of Plan-Based Awards
All OtherAll
StockOtherFair
Awards:StockValue
NumberAwards:ExerciseOf
OfNumberOrAward
Estimated Future PayoutsEstimated Future PayoutsSharesOfBaseOn
Under Non-Equity IncentiveUnder Equity IncentiveOfSecuritiesPriceDate
GrantPlan Awards (3)Plan AwardsStockUnderlyingOf OptionOf
NameDateThresholdTargetMaximumThresholdTargetMaximumOr UnitsOptionAwardsGrant
($)(#)($/Share)($/Share)
David J. Field5/10/2022$900,000$2,700,000$4,050,000—325,000(1)—$—$1.97(2)
—750,000(4)750,000(4)—$—$0.96(2)
Richard J. Schmaeling5/10/2022$244,813$734,439$1,101,659—46,250(1)—$—$1.97(2)
Susan R. Larkin5/10/2022$166,667$500,000$750,000—38,750(1)—$—$1.97(2)
J.D. Crowley5/10/2022$133,333400,000600,00027,500(1)—$—$1.97(2)
Andrew P. Sutor, IV5/10/2022$108,333$325,000$487,500—17,871(1)—$—$1.97(2)

(1)    The RSUs granted on May 10, 2022 vest over four years as follows: (a) 50% on March 31, 2023; (b) 25% on March 31, 2024; and (c) 25% on March 31, 2025.
(2)    The fair value was determined by using the value of our stock price on the date of grant. For equity incentive plan awards that are subject to market conditions (in addition to service conditions), the fair value and expected term was determined by using the Monte Carlo simulation model, which uses certain variables such as expected volatility, a risk free interest rate and expected dividends. The Monte Carlo method begins with the fair value of the stock price on the date of grant and applies a discount based upon the probability of the stock vesting after meeting the market conditions. The fair values of the Company’s stock at the time of the May 10, 2022 grant was $1.97 per share, and after applying the valuation model discount, the values used in this chart were $0.96 per share.
(3)    All information pertains to our annual incentive bonus plan.
(4)    These RSUs granted on May 10, 2022 vest upon achievement of a certain market condition, which is defined as a consecutive trading price goal of twenty-four consecutive days, along with service from the date of the grant through the achievement of the market criteria. Specifically, 250,000 RSUs will vest if the consecutive trading price reaches $6 per share; an additional 250,000 RSUs will vest if the consecutive trading price reaches $9 per share; and an additional 250,000 RSUs will vest if the consecutive trading price reaches $12 per share
41



NARRATIVE DISCLOSURES

Employment Agreements

David J. Field. Mr. Field serves as our President and Chief Executive Officer pursuant to an amended and restated employment agreement dated August 2, 2007, which agreement was amended on December 15, 2008 to conform to Section 409A14, 2021 (but effective as of the Internal Revenue Code.January 1, 2022). This agreement has an initial term of three years with automatic one year extensions following the initial term unless either party provides prior notice of non-extension. ThisMr. Field’s agreement provides forfor: (i) an annual base salary subject to annual increase based upon the percentage increase in the Consumer Price Index for all Urban Consumers, and for(ii) an annual cash performance-based bonus potentialtarget of up to 110%200% of his annual base salary. Mr. Field’s base salary for 20082022 was $775,862.  In addition, $1,349,255.

Pursuant to this new employment agreement, Mr. Field is eligible to receive a one time “EBITDA Bonus” of $3,000,000. The EBITDA Bonus is only payable if, prior to December 31, 2024, the Company’s EBITDA for the immediately preceding consecutive twelve month period exceeds $400,000,000 (as determined by the Board and/or Compensation Committee).

Mr. Field’s agreement providesalso provided for annual grantsan equity grant of 37,500 shares of1,000,000 restricted stock pursuant tounits (“RSUs”) described below under the Entercomheading “2022 Equity Compensation Plan which will vest at a rate of 50% of the total number of shares subject to the grant on the second anniversary of the date of grant and 25% of the total number of shares subject to the grant on each subsequent anniversary of the date of grant.  Awards.”

Under this agreement, Mr. Field will also receive certain other benefits as provided from time to time to our senior executive officers. Mr. Field’s employment agreement contains provisions which apply in the event of a termination or change of control. See below under the heading “Termination Oror Change-In-Control Payments.Payments.”

Joseph M. Field

Richard J. Schmaeling. Mr. FieldSchmaeling serves as our ChairmanExecutive Vice President and Chief Financial Officer pursuant to an employment agreement dated August 2, 2007, whichApril 12, 2021 (but effective May 1, 2021). The term of this agreement was amended on December 15, 2008 to conform to Section 409A of the Internal Revenue Code.  Thisextends through April 30, 2025. Mr. Schmaeling’s agreement provides that for so long as Mr. Field serves as the Chairman of our Board of Directors, he shall receivefor: (i) an annual retainer inbase salary; (ii) an amount equal to three times the annual retainer payable to non-employee memberscash performance-based bonus target of the Board90% of Directors, as in effect from time to time.  Thishis annual retainer shall be payable either in cash or in restricted stock units which vest over the one year period following the date of grant.  Additionally, we shall grant himbase salary; and (iii) annual equity grants with a target of $500,000 (including a target of $350,000 of time based equity compensation awardsand $150,000 of the same typeperformance based equity compensation) plus 50,000 RSUs in 2021, 40,000 RSUs in 2022, 30,000 RSUs in 2023, and 20,000 RSUs in 2024. Mr. Schmaeling’s salary for an underlying number of shares equal to three times the number of shares underlying the awards granted to each non-employee member of the Board of Directors pursuant to our non-employee director compensation policies as in effect from time to time.2022 was $815,692. Under this employment agreement, Mr. FieldSchmaeling will also receive certain other benefits as provided from time to time to our senior Executive Officers.executive officers. Mr. Field’sSchmaeling’s employment agreement contains provisions which apply in the event of a termination or change of control. See below under the heading “Termination Oror Change-In-Control Payments.”

Stephen F. Fisher

Susan R. Larkin. Mr. FisherMs. Larkin serves as our Executive Vice President - Operations and Chief FinancialOperating Officer pursuant to an employment agreement dated March 4, 2020 (but effective May 5, 2020) as amended December 19, 2007, which agreement was amended on December 15, 2008 to conform to Section 409A of the Internal Revenue Code.  This agreement has an initial14, 2021. The term of approximately three years (through February 28, 2011) with automatic one year extensions following the initial term unless either party provides at least 120 days prior notice of non-renewal.  Thisthis agreement continues through May 4, 2023. Ms. Larkin’s agreement provides forfor: (i) an annual base salary, subject to annual increase based upon the percentage increase in the Consumer Price Index for all Urban Consumers.  Mr. Fisher’s base salary for 2008 was $533,333.  The Agreement provides forsalary; (ii) an annual cash performance-based bonus target of up to $400,000 with respect to 2008,$500,000; and (iii) annual equity grants with a CPI-U adjustmenttarget of $400,000 (increasing in 2022 to $500,000 pursuant to her December 14, 2021 amendment). Ms. Larkin’s salary for subsequent years during the term.2022 was $750,000. Under this agreement, Ms. Larkin will also receive certain other benefits as provided from time to time to our senior executive officers. Mr. Fisher’sLarkin’s employment agreement contains provisions which apply in the event of a termination or change of control.termination. See below under the heading “Termination Oror Change-In-Control Payments.”

John C. Donlevie


J.D. Crowley. On December 23, 1998, we entered intoMr. Crowley serves as our Chief Digital Officer and President - Podcast and Streaming pursuant to an employment agreement dated as of January 9, 2023. The term of this agreement continues through March 31, 2026 with John C. Donlevie pursuantautomatic one-year extensions unless either the Company or Employee gives written notice of non-renewal. This new employment agreement included a signing bonus of $325,000 and an initial equity award of 300,000 restricted stock units. These RSUs vest: (i) fifty percent (50%) on March 31, 2025; and (ii) fifty percent (50%) on March 31, 2026. Mr. Crowley’s agreement provides for: (i) an annual base salary; (ii) an annual cash performance-based bonus target of 80% of his annual base salary; and (iii) annual equity grants with a target of $500,000. Mr. Crowley’s salary for 2022 was $700,000. Under this agreement, Ms. Crowley also received certain other benefits as provided from time to whichtime to our senior executive officers. See below under the heading “Termination or Change-In-Control Payments.”
Andrew P. Sutor, IV. Mr. DonlevieSutor serves as our Executive Vice President, General Counsel and Secretary and General Counsel.  Pursuantpursuant to thisan employment agreement dated as of May 15, 2017 and amended on February 20, 2020. The term of this agreement continues through December 31, 2023 with automatic one-year extensions following the initial term unless either party provides prior notice of non-extension. Mr. Donlevie’sSutor’s agreement provides for: (i) an annual base salary of $575,000; (ii) an annual cash performance-based bonus target of $325,000; and (iii) annual equity grants with a target of $300,000. Mr. Sutor’s salary for the year 2008salary for 2022 was $330,597.  The Board of Directors may approve additional salary, bonuses, equity awards, fees, or$609,676. Under this agreement, Mr. Sutor will also receive certain other compensation.  Thebenefits as provided from time to time to our senior executive officers. Mr. Sutor’s employment agreement provides that Mr. Donlevie’s employment may be terminated at will by either party: (i) immediately, if good cause for termination exists; or (ii) upon thirty (30) days noticecontains provisions which apply in the absenceevent of good cause.

31

a termination. See below under the heading “Termination or Change-In-Control Payments".
42

2008


2022 Equity Awards


David J. Field.On January 8, 2008, pursuant toDecember 1, 2021, our Committee awarded Mr. Field an equity award of 75,000 restricted stock units ('RSUs") which vest: (i) 50% on March 31, 2023; (ii) 25% on March 31, 2024; and (iii) 25% on March 31, 2025.Because the EntercomCompany did not have sufficient shares available under the Company’s Equity Compensation Plan, wethese RSUs were subject to shareholder approval of a new Company equity incentive plan at the 2022 annual shareholders meeting.These RSUS are deemed to have been granted on May 10, 2022, the date our shareholders approved the 2022 Audacy Equity Compensation Plan.
Mr. Field’s employee agreement provided for an equity grant of 1,000,000 restricted stock units (“RSUs”), subject to David J. Field (37,500 shares), John C. Donlevie (12,500 shares) and Eugene D. Levin (3,500 shares).  Such restricted stock unit grants vest over 4 years as follows: (i) 50% - two years fromour shareholders approving the grant date; (ii) 25% - three years from the grant date; and (iii) the remaining 25% - four years from the grant date.  In addition, on January 8, 2008, pursuant to the Entercom2022 Audacy Equity Compensation Plan we granted optionsat the 2022 Annual Meeting of Shareholders.On May 10, 2022, following such approval the Company made such grant.Seventy five percent (75%) of these RSUs have market based vesting conditions while the remaining twenty five percent (25%) have time based vesting conditions.
●The market based RSUs will vest based on the attainment of certain performance milestones as summarized in the table below, subject to purchaseMr. Field’s continuous service with the Company through each vesting date. The market based RSUs shall vest on the later of the date on which a Consecutive Trading Price goal is attained, or January 1, 2023.

Number of Vesting Market Vesting RSUsConsecutive Trading Price Goal
Percent Increase in stock Price
Goal versus Closing Price on Date of Agreement
(i.e., $2.50 on 12/14/21)
250,000$6.00240%
250,000$9.00360%
250,000$12.00480%

For purposes of this agreement, “Consecutive Trading Price” means the trading date following the effective date on which the Company's closing share price on any exchange on which the Company's common stock is then listed equals or exceeds the Consecutive Trading Price goal(s) set forth in the table above and has equaled or exceeded such Consecutive Trading Price goal(s) for the immediately preceding consecutive twenty four (24) trading days.These performance shares of our Class A Common Stock, at an exercise price of $11.31 per share, to John C. Donlevie (6,250 options)(or tranches thereof) will lapse and Eugene D. Levin (1,750 options).  Such option grants vest at a rate of 25% per year over four years.

On February 29, 2008, pursuantexpire to the Entercomextent any applicable Consecutive Trading Price Goal is not achieved by December 31, 2024.

●Time based RSUs will vest (i) 50% on the second year anniversary of the effective date of the Agreement, (ii) 25% on the third year and (iii) 25% on the fourth year, subject to Mr. Field’s service with the Company.

Richard J. Schmaeling. On December 1, 2021, our Committee awarded Mr. Schmaeling an equity award of 46,250 restricted stock units (“RSUs”) which vest 50% on March 31, 2023, 25% on March 31 2024 and 25% on March 31, 2025. Because the Company did not have sufficient shares available under the Company’s Equity Compensation Plan, and his employment agreement, wethese RSUs were subject to shareholder approval of a new Company equity incentive plan at the 2022 annual shareholders meeting. These RSUS are deemed to have been granted Stephen F. Fisher 130,000on May 10, 2022, the date our shareholders approved the 2022 Audacy Equity Compensation Plan.

Susan R. Larkin. On December 1, 2021, our Committee awarded Ms. Larkin an equity award of 38,750 restricted stock units (“RSUs”) which vest one-third per year over three years.

On50% on March 7, 2008, pursuant to31, 2023, 25% on March 31, 2024 and 25% on March 31, 2025. Because the EntercomCompany did not have sufficient shares available under the Company’s Equity Compensation Plan, wethese RSUs were subject to shareholder approval of a new Company equity incentive plan at the 2022 annual shareholders meeting. These RSUS are deemed to have been granted Joseph M. Field: (i) options to purchase 3,000 shareson May 10, 2022, the date our shareholders approved the 2022 Audacy Equity Compensation Plan.


J.D. Crowley. On December 1, 2021, our Committee awarded Mr. Crowley an equity award of our Class A Common Stock, at an exercise price of $11.78 per share, which vest at a rate of 25% per year over four years; and (ii) 6,00027,500 restricted stock units (“RSUs”) which vest over four years as follows: (a) 50% - two years fromon March 31, 2023, 25% on March 31, 2024 and 25% on March 31, 2025.Because the grant date; (b) 25% - three years fromCompany did not have sufficient shares available under the grant date; and (c)Company’s Equity Compensation Plan, these RSUs were subject to shareholder approval of a new Company equity incentive plan at the remaining 25% - four years from2022 annual shareholders meeting.These RSUS are deemed to have been granted on May 10, 2022, the grant date.

Alldate our shareholders approved the 2022 Audacy Equity Compensation Plan.

Andrew P. Sutor, IV. On December 1, 2021, our Committee awarded Mr. Sutor an equity award of the above described grants of restricted stock include the non-preferential right to receive a dividend equivalent amount upon vesting equal to the accumulated dividends payable on such shares while such shares were unvested.

32


OUTSTANDING EQUITY AWARDS TABLE

The following table provides summary information concerning outstanding equity awards as of December 31, 2008 for each of our Named Executive Officers:

 

 

Option Awards

 

Stock Awards

 

 

 

Number of
Securities
Underlying
Unexercised
Options

 

Number of
Securities
Underlying
Unexercised
Options

 

Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options

 

Option Exercise
Price

 

Option
Expiration Date

 

Number of Shares Or
Units of Stock That
Have Not Vested

 

Market Value of
Shares or Units of
Stock That Have Not
Vested (1)

 

Equity Incentive
Plan Awards:
number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested

 

Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested (1)

 

Name

 

Exercisable

 

Unexercisable

 

Unexercisable

 

 

 

 

 

 

 

(#)

 

 

 

($)

 

 

 

(#)

 

($)

 

(#)

 

($)

 

David J. Field

 

33,333

 

 

 

 

 

$

18.00

 

1/27/2009

 

—

 

$

—

 

—

 

$

—

 

 

 

100,000

 

 

 

 

 

$

27.75

 

11/20/2010

 

—

 

$

—

 

—

 

$

—

 

 

 

125,000

 

 

 

 

 

$

35.05

 

11/8/2014

 

—

 

$

—

 

—

 

$

—

 

 

 

100,000

 

300,000

 

 

 

$

23.87

 

8/1/2017

 

—

 

$

—

 

—

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

261,666

 

$

321,849

 

110,000

 

$

135,300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Joseph M. Field

 

55,555

 

 

 

 

 

$

22.50

 

1/27/2009

 

—

 

$

—

 

—

 

$

—

 

 

 

100,000

 

 

 

 

 

$

27.75

 

11/20/2010

 

—

 

$

—

 

—

 

$

—

 

 

 

 

 

3,000

 

 

 

$

11.78

 

3/6/2018

 

—

 

$

—

 

—

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

6,000

 

$

7,380

 

—

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stephen F. Fisher

 

19,000

 

 

 

 

 

$

22.50

 

1/27/2009

 

—

 

$

—

 

—

 

$

—

 

 

 

50,000

 

 

 

 

 

$

27.75

 

11/20/2010

 

—

 

$

—

 

—

 

$

—

 

 

 

200,000

 

 

 

 

 

$

35.05

 

11/9/2014

 

—

 

$

—

 

—

 

$

—

 

 

 

 

 

150,000

 

 

 

$

14.83

 

12/19/2017

 

—

 

$

—

 

—

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

130,000

 

$

159,900

 

—

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John C. Donlevie

 

55,556

 

 

 

 

 

$

18.00

 

1/27/2009

 

—

 

$

—

 

—

 

$

—

 

 

 

25,000

 

 

 

 

 

$

27.75

 

11/20/2010

 

—

 

$

—

 

—

 

$

—

 

 

 

25,000

 

 

 

 

 

$

35.05

 

11/8/2014

 

—

 

$

—

 

—

 

$

—

 

 

 

 

 

6,250

 

 

 

$

11.31

 

1/7/2018

 

—

 

$

—

 

—

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

35,000

 

$

43,050

 

20,000

 

$

24,600

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eugene D. Levin

 

22,223

 

 

 

 

 

$

18.00

 

1/27/2009

 

—

 

$

—

 

—

 

$

—

 

 

 

5,000

 

 

 

 

 

$

27.75

 

11/20/2010

 

—

 

$

—

 

—

 

$

—

 

 

 

7,500

 

 

 

 

 

$

35.05

 

11/8/2014

 

—

 

$

—

 

—

 

$

—

 

 

 

 

 

1,750

 

 

 

$

11.31

 

1/7/2018

 

—

 

$

—

 

—

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

7,750

 

$

9,533

 

—

 

$

—

 

(1)

For purposes of computing the market value of the equity awards, the Company used the number of units reflected in the previous column, multiplied by the closing price of the Company’s stock of $1.23 on December 31, 2008.

33


OPTION EXERCISE AND STOCK VESTED TABLE

The following table provides certain information concerning the exercise of options and the vesting of17,871 restricted stock units during 2008 for each of our Named Executive Officers:

 

 

Option Awards

 

Stock Awards

 

Name

 

Option Awards
Number of Shares
Acquired on
Exercise

 

Value Realized on
Exercise

 

Stock Awards
Number of Shares
Acquired on
Vesting

 

Value Realized on
Vesting

 

 

 

(#)

 

($)

 

(#)

 

($)

 

 

 

 

 

 

 

 

 

 

 

David J. Field

 

—

 

$

—

 

71,612

 

$

824,393

 

 

 

 

 

 

 

 

 

 

 

Joseph M. Field

 

—

 

—

 

15,445

 

$

190,128

 

 

 

 

 

 

 

 

 

 

 

Stephen F. Fisher

 

—

 

—

 

148,556

 

$

1,425,294

 

 

 

 

 

 

 

 

 

 

 

John C. Donlevie

 

—

 

—

 

5,722

 

$

70,438

 

 

 

 

 

 

 

 

 

 

 

Eugene D. Levin

 

—

 

—

 

2,067

 

$

24,590

 

NONQUALIFIED DEFERRED COMPENSATION TABLE

The following table provides certain information concerning nonqualified deferred compensation activity during 2008 for each of our Named Executive Officers:

 

 

(amounts in dollars)

 

Name

 

Aggregate
Balance as of
December 31,
2007

 

Executive
Contributions
in 2008 (1)

 

Company
Contributions
in 2008

 

Aggregate
Earnings
in 2008 (2)

 

Aggregate
Withdrawals
or
Distributions

 

Aggregate
Balance
As of
December 31,
2008 (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

David J. Field

 

$

—

 

$

—

 

$

—

 

$

—

 

$

—

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Joseph M. Field

 

$

—

 

$

—

 

$

—

 

$

—

 

$

—

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stephen F. Fisher

 

$

304,934

 

$

143,625

 

$

4,600

 

$

(119,670

)

$

—

 

$

333,489

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John C. Donlevie

 

$

754,550

 

$

172,319

 

$

4,600

 

$

(311,088

)

$

—

 

$

620,381

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eugene D. Levin

 

$

115,046

 

$

28,000

 

$

700

 

$

(54,260

)

$

—

 

$

89,486

 

(1)                                 Under(“RSUs”) which vest 50% on March 31, 2023, 25% on March 31, 2024 and 25% on March 31, 2025. Because the Company did not have sufficient shares available under the Company’s nonqualified deferred compensationEquity Compensation Plan, these RSUs were subject to shareholder approval of a new Company equity incentive plan at the type of compensation that can be deferred is base compensation and bonus.

(2)                                 The Company determines earnings by providing2022 annual shareholders meeting. These RSUS are

43


deemed to have been granted on May 10, 2022, the employee with a phantom account at a third party who offers a selection of mutual funds.  Aggregate earnings are based upondate our shareholders approved the performance of the mutual funds.

(3)                                 The employee or their designated beneficiaries are allowed withdrawals based upon certain events, such as death, disability or termination of employment.

34

2022 Audacy Equity Compensation Plan.

TERMINATION OR CHANGE-IN-CONTROL PAYMENTS

·

The table below and the subsequent narrative sections describe the benefits payable to our Named Executive Officers (assuming current employment compensation agreements were in place) in two circumstances:
•a termination by us without cause on December 31, 2022
•a termination coupled with a Change in Control on December 31, 2022

NEO:Amount
TerminationTermination Coupled with a Change in Control
David J. Field$5,672,500$8,620,875
Richard J. Schmaeling$1,071,214$1,351,357
Susan R. Larkin$852,469$852,469
J.D. Crowley$724,767$737,956
Andrew P. Sutor, IV$668,577$668,577

David J. Field. David J.Mr. Field’s employment agreement may be terminated by either party. In the event that Mr. Field is terminated by us without cause (as defined in the agreement) or he resigns for good reason (as defined in thehis agreement) prior to the execution of a binding agreement which would result in a change in control (as defined in his agreement), if consummated, or more than two years following a change in control, subject to his execution of a release of claims against us, all of Mr. Field’s outstanding equity compensation awards that vest on the basis of our performance shallwill become fully vested and we shallwill pay him a lump sum payment in an amount equal to the greater of: (i) the sum of two years’ annual base salary and two times the highest annual bonus paid during the preceding three yearfour-year period, or (ii) the sum of the base salary and annual bonuses that would otherwise have been payable through the end of the then current term of the agreement. If such termination occurs (a) following the execution of a binding agreement which would result in a change in control if consummated onconsummated; or (b) prior to two years followingthe two-year anniversary of a change in control, in each case subject to his execution of a release of claims against us, all of Mr. Field’s outstanding equity compensation awards shallwill become fully vested, and we shallwill pay him a lump sum payment in an amount equal to the sum of three years’ annual base salary and three times the highest annual bonus paid to him during the preceding three yearfour-year period. We shallwill also pay his COBRA premiums for continued health coverage, to the extent he elects such coverage, for a period of up to 18eighteen months.  Additionally, should any of these payments become subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, we shall make an additional payment in an amount sufficient to place Mr. Field in the same after-tax position as if the excise tax had not applied.

Furthermore, in the event that David J.Mr. Field dies or becomes disabled, then all of Mr. Field’s outstanding equity compensation awards that vest on the basis of our performance shallwill become fully vested and we shallwill pay him (or his estate, if applicable) a lump sum payment in an amount equal to the sum of two years’ annual base salary and two times the highest annual bonus paid during the preceding three yearthree-year period, and we shallwill also pay his COBRA premiums for continued health coverage, to the extent he elects such coverage, for a period of up to 18eighteen months.

Finally, Mr. Field’s agreement also provides that in

Richard J. Schmaeling. In the event that Mr. Schmaeling’s employment is terminated either by the Company without “cause” (other than due to disability) or by him for “good reason,” in either case prior to the execution of a binding agreement which would result in a “change in control” (each as defined in his employment agreement) if consummated, or more than twelve months following a change in control, then, subject to his execution of a general release of claims and continued compliance with the restrictive covenants and other covenants set forth in his employment agreement, Mr. Schmaeling will be entitled to receive the following severance payments and benefits: (i) continued payment of his annual base salary for one year following the date of termination; (ii) a one-time bonus payment equal to the pro-rata portion of the amount of annual bonus received for the year immediately preceding the year of termination (or target annual bonus if such termination occurs before any annual bonus has been paid); and (iii) all of Mr. Schmaeling’s then-outstanding equity awards will continue to vest through the first anniversary of the date of termination as if he had remained employed through such date.
    If Mr. Schmaeling’s employment is terminated either by the Company without cause (other than due to disability) or by him for good reason, in either case, during the period commencing on the date of execution of a binding agreement which would result in a change in control, if consummated, and ending on the twelve-month anniversary of a change in control, (as definedthen
44


Mr. Schmaeling will be entitled to receive the severance payments and benefits described in the immediately preceding paragraph (subject to his execution of a general release of claims and continued compliance with the restrictive covenants and other covenants set forth in this employment agreement), except that all of Mr. Field’s then outstandingSchmaeling’s then-outstanding equity compensation awards shallthat vest solely on the basis of time will become fully vested and exercisable.

·Joseph M. Fieldimmediately exercisable or settled as of the date of such termination of employment (which shall be in lieu of any continued vesting).  If Joseph M. Field ceases

Finally, if Mr. Schmaeling’s agreement terminates at the end of the term and the Company made a “Qualified Offer” (i.e., an offer to serve as Chairmancontinue employment with a salary and bonus package that is equal to or greater than Mr. Schmaeling’s then current salary and annual incentive bonus package) not later than April 1, 2025, then Mr. Schmaeling will not be entitled to any severance. However, if the Company has not made a Qualified Offer and Mr. Schmaeling’s employment terminates at the end of our Boardthe term, then he will receive his base salary for one year following the date of Directors for any reasontermination, subject to his execution of a general release of claims and continued compliance with the restrictive covenants and other than a removal from his position as Chairmancovenants set forth in the Board for causeEmployment Agreement.
    Susan R. Larkin. In the event that Ms. Larkin’s employment is terminated by the Company without “cause” (as defined in theher employment agreement), Ms. Larkin will be entitled to receive, as severance: (i) the continued payment of her annual base salary for twelve months following the date of termination; (ii) a one-time bonus in an amount equal to the annual incentive bonus that she was paid in the year immediately preceding the year in which the termination occurs, prorated in accordance with the number of quarters (whole or partial) in which she worked in the year in which such termination occurs; and (iii) all grants of equity made through the effective date of such termination will continue to vest through the period ending on the one-year anniversary of such termination, as if she had remained employed hereunder through that date.
    Ms. Larkin’s employment agreement provides that either party may provide notice of non-renewal. If the Company gives notice of non-renewal and Ms. Larkin’s employment is therefore terminated, Ms. Larkin will be entitled to receive, as severance, the items specified in Clause (i) and (ii) in the prior paragraph. If Ms. Larkin gives notice of non-renewal and Ms. Larkin’s employment is therefore terminated, Ms. Larkin will be not be entitled to additional compensation.

J.D. Crowley. In the event that Mr. Crowley’s employment is terminated either by the Company without “cause” (other than due to disability) or by him for “good reason,” Mr. Crowley will be entitled to receive the following severance payments and benefits: (i) continued payment of his annual base salary for one year following the date of termination; (ii) a one-time bonus payment equal to the pro-rata portion of the amount of annual bonus received for the year immediately preceding the year of termination (or target annual bonus if such termination occurs before any annual bonus has been paid); and (iii) all of his outstandingMr. Crowley’s then-outstanding equity awards will continue to vest through the first anniversary of the date of termination as if he had remained employed through such date the (“Severance Benefits”). The termination calculations in the table above are based on the contract in effect as of 12/31/2022 and thus does not include the one-time bonus payment term noted in (ii).This term was added to the new contract signed in January 2023.The bonus preceding the year of termination to be added to the termination payment calculation noted above would be the 2022 bonus payment which totals $75,000.

If Mr. Crowley’s employment is terminated by the Company without Cause, by Mr. Crowley for “good reason” or Mr. Crowley’s employment agreement is not renewed by the Company as a result of a Change of Control, during the period commencing on the date of execution of a binding agreement which would result in a Change in Control if consummated and ending on the twelve (12) month anniversary of the consummation of such Change in Control, then Mr. Crowley would be entitled to the Severance Benefits.In addition, all of Mr. Crowley’s then-outstanding equity grants, to the extent not previously vested, which are subject to vesting solely on the basis of time would fully vest and become immediately exercisable or settled as of the date of such termination of employment.
Andrew P. Sutor, IV. In the event that Mr. Sutor’s employment (i) is terminated by the Company without “Cause”; or (ii) terminates as of December 31, 2023 or any December 31 thereafter due to a notice of non-renewal by the Company and the Company has not made an offer of continued employment at the same then current salary and bonus opportunity, Mr. Sutor will be entitled to receive, as severance, the continued payment of his annual base salary for twelve months following the date of termination (subject to his execution of a general release of claims and continued compliance with the restrictive covenants and other covenants set forth in his employment agreement). In addition, in the event of: a termination of his agreement without Cause, where the Company has not made a Qualified Offer, or by the Company in breach of his Agreement; then: (i) all of Mr. Sutor’s then-outstanding Company stock based rights which are subject to vesting, shall become vested, exercisable and payable with respect to all of the equity subject thereto.  Inthereto; and (ii) all of Mr. Sutor’s options and similar rights shall remain exercisable with respect to such equity for up to an additional two (2) years from the termination date, but in no event longer than for the original term of the options.
45


OUTSTANDING EQUITY AWARDS TABLE
The following table provides summary information concerning outstanding equity awards as of December 31, 2022 for each of our Named Executive Officers:

Outstanding Equity Awards As Of December 31, 2022
Option AwardsStock Awards
Equity
IncentiveEquity Incentive
PlanPlan Awards:
Awards:NumberEquity IncentiveMarket or
Number ofof SharesPlan Awards:Payout
Number ofNumber ofSecuritiesOr UnitsNumber ofValue of
SecuritiesSecuritiesUnderlyingof StockMarket Value ofUnearned Shares,Unearned Shares,
UnderlyingUnderlyingUnexercisedThatShares orUnits orUnits or
UnexercisedUnexercisedUnearnedOptionOptionHaveUnits of StockOther RightsOther Rights
OptionsOptionsOptionsExerciseExpirationNotThat HaveThat HaveThat Have
NameExercisableUnexercisableUnexercisablePriceDateVestedNot Vested (1)Not VestedNot Vested (1)
(#)($)(#)($)(#)($)
David J. Field862,500 (2)$198,375 750,000 $172,500 
Richard Schmaeling331,747 (3)$76,302 — $— 
Susan Larkin243,955 (4)$56,110 — $— 
J.D. Crowley165,026 (5)$37,956 — $— 
Andrew P. Sutor, IV175,041 (6)$40,259 — $— 
(1)    For purposes of computing the market value of the equity awards, the Company used the number of units reflected in the previous column, multiplied by the closing price of the Company’s stock of $0.23 on December 31, 2022.
(2)    Mr. Field's RSUs vest as follows: 62,500 RSUs on 2/12/2023; 400,000 RSUs on 3/31/2023; 125,000 RSUs on 1/1/2024; 75,000 RSUs on 3/31/2024; 62,500 RSUs on 1/1/2025; 75,000 RSUs on 3/31/2025, and 62,500 RSUs on 1/1/2026. Mr. Field's RSUs with market conditions shall vest on the later date of either the date on which the market criteria is attained or January 1, 2023 as described above under the "Grants of Plan-Based Awards Table" section.
(3)    Mr. Schmaeling's RSUs vest as follow: 26,747 RSUs on 2/12/2023; 172,500 RSUs on 3/31/2023; 30,000 RSUs on 5/1/2023; 36,251 RSUs on 3/31/2024; 15,000 RSUs on 5/1/2024; 36,249 RSUs on 3/31/2025, and 15,000 RSUs on 5/1/2025.
(4)    Ms. Larkin's RSUs vest as follows: 6,812 RSUs on 2/14/2023; 159,643 RSUs on 3/31/2023; 38,751 RSUs on 3/31/2024, and 38,749 RSUs on 3/31/2025.
(5)    Mr. Crowley's RSUs vest as follows: 6,812 RSUs on 2/14/2023; 103,214 RSUs on 3/31/2023; 27,500 RSUs on 3/31/2024, and 27,500 RSUs on 3/31/2025.
(6)    Mr. Sutor's RSUs vest as follows: 25,000 RSUs on 1/5/2023; 10,699 RSUs on 2/14/2023, 79,100 RSUs on 3/31/2023; 25,000 RSUs on 1/5/2024; 17,622 RSUs on 3/31/2024 and 17,620 RSUs on 3/31/2025.
46

OPTION EXERCISE AND STOCK VESTED TABLE
    The following table provides certain information concerning the exercise of options and the vesting of restricted stock units during 2022 for each of our Named Executive Officers:

Option Exercises and Stock Vested
Option AwardsStock Awards
Number
of SharesValueNumberValue
AcquiredRealizedof SharesRealized
ononAcquiredon
NameExerciseExerciseon VestingVesting
(#)($)(#)($)
David J. Field— $— 328,629$961,875 
Richard Schmaeling— $— 150,940$443,854 
Susan R. Larkin— $— 95,406$287,364 
J.D. Crowley— $— 59,865$178,544 
Andrew P. Sutor IV— $— 113,233$325,808 
NONQUALIFIED DEFERRED COMPENSATION TABLE
    The following table provides certain information concerning nonqualified deferred compensation activity during 2022 for each of our Named Executive Officers:

Nonqualified Deferred Compensation
(amounts in dollars)
AggregateExecutiveAggregate
BalanceContributionsAggregateBalance
As ofin 2022CompanyAggregateWithdrawalsAs of
December 31,CalendarContributionsEarningsorDecember 31,
Name2021
Year (1)
in 2022
in 2022(2)
Distributions2022 (3)
David J. Field$— $— $— $— $— $— 
Richard Schmaeling$— $— $— $— $— $— 
Susan R. Larkin$— $— $— $— $— $— 
J.D. Crowley$— $— $— $— $— $— 
Andrew P. Sutor, IV$46,280$— $— $(7,280)$— $39,000

(1)    Under the Company's nonqualified deferred compensation plan, the types of compensation that can be deferred are base compensation and bonus.
(2)    The Company determines losses by providing the employee with a phantom account at a third party who offers a selection of mutual funds. Aggregate earnings are based upon the performance of the mutual funds.
(3)    The employee or their designated beneficiaries are allowed withdrawals based upon certain events, such as death, disability or termination of employment.

47


CEO PAY RATIO DISCLOSURE
    Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, presented below is the ratio of annual total compensation of David J. Field, the Company’s Chief Executive Officer, to the annual total compensation of the Company’s median employee (excluding the CEO).
    We calculated the total annual compensation of the median employee for 2022 using the same methodology we used to calculate the total annual compensation for our CEO in the Summary Compensation Table above.
    Mr. Field, dies or becomes disabled, he shall be deemedour CEO, had total compensation of $2,769,525, as reflected in the Summary Compensation Table above. We estimate that:
    (i)    the median of the 2022 total compensation for all employees of the Company and its consolidated subsidiaries, other than our CEO, was $67,513 (the “Median Compensation”); and
    (ii)    the ratio of our CEO’s 2022 total compensation to have completed his then current termthe Median Compensation was approximately 41 to 1.
    We note that, due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions described below.  In this summary, we refer to the employee who received the Median Compensation as the “Median Employee.”
    For purposes of this disclosure, the date used to identify the Median Employee was December 31, 2022 (the “Determination Date”).  As of the Determination Date, our total population consisted of 4,295 employees (excluding the CEO), of which all were located in the United States. 
    For purposes of this pay ratio disclosure, Median Compensation was calculated by totaling for our Median Employee all applicable elements of compensation for 2022 in accordance with item 402(c)(2)(x) of Regulation S-K. To identify the Median Employee, we measured total compensation using our payroll and employment records as reported on each employee’s summary payroll register for the period from January 1, 2022 through December 31, 2022.  For those full-time employees who were on the Boardpayrolls as of Directorsthe Determination Date and had been hired during the year, we shall pay him or his estate a lump sum payment equal to his then current annual retainer.  In addition, upon his termination of employment for any reason, we shall provide for continued medical insurance coverage for him and his spouseannualized their compensation for the durationperiod from January 1, 2022 through December 31, 2022. We did not utilize any statistical sampling or cost-of-living adjustments for purposes of their respective lives.  Finally, Mr. Field’s agreement provides thatthis pay ratio disclosure. We did not apply any exclusions of employee wages or employees.























48


Pay versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and the Company’s financial performance.

The following table sets forth additional compensation information of our Chief Executive Officer (CEO) and our non-CEO NEOs along with total shareholder return, net income, and Adjusted EBITDA performance results for fiscal years 2022, 2021 and 2020:

Pay Versus Performance
YearSummary Compensation Table Total for PEO (1)Compensation Actually Paid to PEO (2)Average Summary Compensation Table Total for Non-PEO Named Executive Officers (3)Average Compensation Actually Paid to Non-PEOs Named Executive Officers (4)Value of initial fixed $100 investment based on:Net Income/(Loss) (6)Adjusted EBITDA (7)
Total Shareholder Return (5)Peer Group Total Shareholder Return (5)
2022$2,769,525$293,660$910,078$335,961$156.89$29.28$(140,671,000)$137,885,000
2021$2,511,305$3,108,217$1,275,791$1,302,423$191.58$75.28$(3,572,000)$165,667,000
2020$2,671,933$1,854,082$924,097$672,378$148.865$51.28$(242,224,000)$112,090,000
1.Reflects the total compensation of our current CEO, David Field, who is our PEO. Amounts shown are as calculated in the event that any payments made pursuant to the agreement become subject to the excise tax imposed by Section 4999Summary Compensation Table (SCT) for each of the Internal Revenue Code, we agree to make an additional paymentyears shown.
2.The dollar amounts shown in these columns reflect “compensation actually paid” to Mr. Field calculated in anaccordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount equalof compensation earned or actually paid during the applicable years. The adjustments made to two-thirdsthe PEO's total compensation for each year to determine CAP are shown in the tables below.
3.Reflects the average total compensation of our non-PEO NEOs, as calculated in the SCT for each of the amount requiredyears shown.
4.The dollar amounts shown in these columns reflect average “compensation actually paid” to fully compensate himour other NEOs, calculated in accordance with SEC rules.
5.Pursuant to SEC rules, the TSR figures assume an initial investment of $100 on December 31, 2017. As permitted by SEC rules, the peer group referenced for purpose of the TSR comparison is the group of companies included in the S&P 500 Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K.
6.Reflects after-tax net income/(loss) attributable to stockholders prepared in accordance with GAAP for each of the years shown above.
7.Adjusted EBITDA measure provides useful information to management and investors by excluding certain income/(loss), expenses and gains and losses that may not be indicative of the Company's core operating and financial results. Adjusted EBITDA is a useful performance measure because certain items included in the calculation of net income/(loss) may either mask or exaggerate trends in the Company's ongoing
49


operating performance measures, by identifying the individual adjustments, provide a useful mechanism for investors to consider these adjusted measures with some or all of the identified adjustments.

CEO – Reconciliation of SCT Total to CAP Total (a)
202220212020
SCT Total Compensation$2,769,525$2,511,305$2,671,933
Grant Date Fair Value of Awards Granted During Year(b)—1,360,250546,7501,455,070
Fair Value of Equity Calculated Using SEC Methodology(c)+(1,115,615)1,143,662637,219
Compensation actually paid$293,660$3,108,217$1,854,082
(a)    As shown in these tables, the CAP totals represent the SCT totals for the additional tax obligations arising under Section 280(g)applicable year, but adjusted as required by SEC rules to include the fair value of current and prior year equity awards that are outstanding, vested or forfeited during the applicable year, instead of the Internal Revenue Code.

·Stephen F. Fisher.  Mr. Fisher’s employment agreement may be terminated by either party.  Specifically, Mr. Fisher may terminategrant date value of awards granted during the Agreementapplicable year.

(b)    Represents the total of the amounts reported in the Stock Awards and Option Awards columns of the SCT for the applicable year.
(c)    The fair value of equity component of the CAP calculation was determined in accordance with SEC methodology for this disclosure. Unlike the SCT , which requires us to show the grant date value of equity awards granted during the applicable year, the CAP table requires us to calculate equity fair value as follows:
i. The year-end fair value of any reason effective on or after August 31, 2009 upon 120 daysequity awards granted in the applicable year that are outstanding and unvested as of the end of the year
ii.the amount of change as of the end of the applicable year (from the end of the prior written notice.  We may terminate Mr. Fisher’s employment fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year
iii.for cause or at our convenience.  Inawards granted in prior years that vest in the event of termination by us for cause, our obligations underapplicable year, the agreement cease.  In the event of a termination by us without cause, we must pay Mr. Fisher a one-time bonus of $400,000, plus an amount equal to the annual bonuschange as of the vesting date (from the end of the prior fiscal year) in fair value.
iv.Fair Value at Vest Date of Granted and vested current year
v. Forfeited Current Year
























50


Fair Value of Equity Calculated Using SEC Methodology:

CEO – CAP Fair Value of Equity Calculation
202220212020
Year-end Fair Value of Equity Awards Granted in the Year Outstanding and Unvested End of Year$68,055$587,250$1,225,000
Year-over-year Change in FV of Outstanding and Unvested Equity Awards+(1,290,323)102,581(623,790)
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year+——279,650
Fair Value as of Vesting Date of Equity Awards Granted in Prior Years and Vested in the Year+106,653453,831(243,641)
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year————
Value of Equity for CAP Purposes$(1,115,615)$1,143,662$637,219



Other NEOs (Average) – Reconciliation of SCT Total to CAP Total		(a)
202220212020
Avg SCT Total Compensation$910,078$1,275,791$924,097
Grant Date Fair Value of Awards Granted During Year(b)—64,208482,739361,377
Fair Value of Equity Calculated Using SEC Methodology(c)+(509,909)509,371109,658
Compensation Actually Paid$335,961$1,302,423$672,378

    (a)     The CAP total figures were calculated using the same methodology described above in footnote to the CEO, “Reconciliation of SCT Total to CAP Total” tables shown above.
    (b)    Represents the average total of the amounts reported in the Stock Awards and Option Awards columns of the SCT for these NEOs for the applicable year.
(c)    The fair value of equity component of the CAP calculation was determined using the same methodology described above in footnote (c) to the CEO “Reconciliation of SCT Total to CAP to Total” tables shown above, using averages for the included NEOs. The specific calculations for the included NEOs for the relevant years are shown in the table below.

51



Other NEOs – CAP Fair Value of Equity Calculation
202220212020
Avg. Year-end Fair Value of Equity Awards Granted in the Year Outstanding and Unvested End of Year$6,825 $349,819 $302,400
Avg. Year-over-year Change in FV of Outstanding and Unvested Equity Awards+(550,303)31,749(174,894)
Avg. Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year+——37,600
Avg. Fair Value as of Vesting Date of Equity Awards Granted in Prior Years and Vested in the Year+33,569127,803(55,448)
Avg. Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year————
Avg. Value of Equity for CAP Purposes
$(509,909)$509,371$109,658

Pay versus Performance: Most Important Measures

As discussed in the Compensation Discussion and Analysis, our executive compensation program and compensation decisions reflect the guiding principles of aligning long-term performance with shareholder interests. The metrics used within our incentive plans are selected to support these objectives. The most important financial performance measures used by the company to link executive compensation actually paid to the company’s NEOs for the most recently completed fiscal year to the company’s performance are as follows:
Most Important Performance Measures
Adjusted EBITDA
Revenue
Expense

Relationship between Compensation actually paid and Company/Peer group Total Shareholder Return

While the company utilizes several performance measures to align executive compensation with company performance, not all of those company measures are presented in the Pay versus Performance table set forth above. Moreover, the company generally seeks to incentivize positive long-term performance and, therefore, does not specifically align the company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v), the company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

52


etm-20230324_g2.jpg

Pay versus Performance: Net Income

etm-20230324_g3.jpg














53


Pay versus Performance: Adjusted EBITDA

etm-20230324_g4.jpg


54


DIRECTOR COMPENSATION
Our Non-employee Director Compensation Policy provides for the following:

Cash Compensation:Annual Board Retainer    $80,000 per year.
Committee Non-chair / Membership Fee:
        Audit Committee    $20,000 per year
        Compensation Committee    $15,000 per year
        Nominating/Corporate Governance Committee    $10,000 per year
Committee Chair / Membership Fee
        Audit Committee Chair    $35,000 per year
        Compensation Committee Chair    $25,000 per year
        Nominating/Corporate Governance Chair    $15,000 per year
Independent Lead Director    $25,000 per year
Equity Compensation:            $120,000 in restricted stock units.
    Cash Compensation is paid in equal quarterly installments. Equity Compensation is granted promptly following the immediately preceding year prorated from January 1 through the termination date.  In addition, we must continue to pay the salaryAnnual Meeting of Shareholders and auto allowance for a specified period.  Further, all grants of options and restricted stock made through the effective date of termination continue to vest through February 28, 2011 and may be exercised for a specified period.

·John C. Donlevie and Eugene D. Levin.  Messrs. Donlevie and Levin are eligible to participate in our severance policy which is applicable to all of our employees.  Under this policy, full-time employees are eligible for up to fifteen weeks severance (subject to certain requirements).  Assuming a December 31, 2008 termination by us without cause: (i) John C. Donlevie would have received $97,047; and (ii) Eugene D. Levin would have received $56,000.

35


DIRECTOR COMPENSATION

For 2008, our non-employee Directors compensation policy provided for (i) an annual retainer of $35,000 to be paid quarterly in cash unless the director elects to receive such payment in the form of restricted stock; (ii) a grant of 2,000 shares of restricted stock which vest 50%vests after 2 years, 25% after three years and 25% after four years; and (ii) a grant of 1,000 options to purchase Class A Common Stock which vest 25% per year over four years.  In addition, each non-employee director received a fee of $2,000 for each Board meeting and $1,000 for each Committee meeting.  For services on their respective committees: (a) the chairman of the Compensation Committee received an additional payment of $6,000 per year; and (b) the chairman of the Audit Committee received an additional payment of $9,000 perone year.

In lieu of the standard non-employee director compensation, on February 12, 2008, in connection with his appointment to our Board of Directors, Michael J. Wolf received: (i) 4,000 Shares of restricted stock which vest 50% after 2 years, 25% after three years and 25% after four years; and (ii) 2,000 options to purchase Class A Common Stock which vest 25% per year over four years.

DIRECTOR COMPENSATION TABLE

The following table provides summary information concerning compensation paid to or earned by each of our Directors (other than our CEO whose compensation is set forth in the Summary Compensation Table) for services rendered during 2008:

 

 

(amounts in dollars)

 

Name

 

Fees
Earned
or Paid
in
Cash (1)

 

Stock
Awards

 

Option
Awards

 

Non-
Equity
Incentive
Plan
Compensation

 

Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings

 

All
Other
Compensation

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

David Berkman

 

$

51,750

(2)

$

26,313

(3)

$

146

(4)

$

—

 

$

—

 

$

—

 

$

78,209

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Daniel E. Gold

 

$

51,000

 

$

26,313

(3)

$

146

(4)

$

—

 

$

—

 

$

—

 

$

77,459

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Edward H. West

 

$

9,000

 

$

91,051

(3)(5)

$

146

(4)(5)

$

—

 

$

—

 

$

—

 

$

100,197

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Robert S. Wiesenthal

 

$

39,250

 

$

38,179

(3)

$

146

(4)

$

—

 

$

—

 

$

—

 

$

77,575

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Michael J. Wolf

 

$

53,000

 

$

10,021

(6)

$

291

(7)

$

—

 

$

—

 

$

—

 

$

63,312

 

2022:

Director Compensation
(amounts in dollars)
Change in
Pension
FeesValue and
EarnedAwards OfNon-EquityNonqualified
or PaidRestrictedAwardsIncentiveDeferredAll
inStockOfPlanCompensationOther
NameCash (1)UnitsOptionsCompensationEarningsCompensationTotal
Joseph M. Field$— (2)$116,453 (4)$— $— $— $132,345 (3)$248,798 
David Berkman$125,000 $116,453 (4)$— $— $— $— $241,453 
Sean R. Creamer$115,000 $116,453 (4)$— $— $— $— $231,453 
Joel Hollander$140,000 $116,453 (4)$— $— $— $— $256,453 
Louise C. Kramer$80,000 $116,453 (4)$— $— $— $— $196,453 
Mark R. LaNeve$95,000 $116,453 (4)$— $— $— $— $211,453 
David Levy (5)$82,472 $116,453 (4)$— $— $— $— $198,925 
Susan K. Neely$90,000 $116,453 (4)$— $— $— $— $206,453 
Monique L. Nelson$90,000 $116,453 (4)$— $— $— $— $206,453 
(1)                                 TheNon-employee Directors can elect to receive their annual fee of $35,000$80,000 in cash or incash. Additional fees are paid to non-employee Directors for committee participation.
(2)Mr. Field is an employee of the form of restricted stock units. Certain other fees can be deferredCompany and does not receive compensation for services as a Director, (including compensation under the Company’s deferredNon-Employee Director Compensation Policy).
(3)Under an employment agreement with the Company, Mr. Field’s other compensation plan.

(2)                                 The Director elected to defer $51,750 in fees earned duringprimarily includes: (i) a base salary of $80,000; (ii) medical insurance premiums of $37,995; and (iii) an auto allowance of $14,400.

(4)On May 14, 2022, the year under the Company’s deferred compensation plan.

(3)                                 On February 12, 2008, the DirectorDirectors each received 2,000 restricted stock units59,113, RSUs at a grant date fair value of $11.34$1.97 per share that vest over a four-year period (50% in year 2, 25% in year 3 and 25% in year 4).on May 10, 2023. The pro rata compensation expense for this award together with unamortized expense from prior awards, is reflected in this column. For

(5)On October 13, 2022, Mr. Levy provided notice to the Company that he was resigning as a discussionmember of the assumptions used to determineBoard of Directors of the fair value, please refer toCompany.Mr. Levy earned board fees for a portion of the notes toyear in 2022.

55




56


EQUITY COMPENSATION PLANS
    The following table sets forth, as of December 31, 2022, the accompanying financial statements included innumber of securities outstanding upon the 2008 10-K that was filed on February 26, 2009.

(4)                                 On February 12, 2008,exercise of outstanding options under our equity compensation plans, the Director elected to receive 1,000 options at a market andweighted average exercise price of $11.78such securities and at a fair valuethe number of $0.66 per share, which vest equally over four years. For a discussion of the assumptions used to determine the fair value, please refer to the notes to the accompanying financial statements included in the 2008 10-K that was filed on February 26, 2009.

(5)securities available for grant under these plans:


Equity Compensation Plan Information as of December 31, 2022
(a)(b)(c )
Number Of
Number OfWeightedSecurities
Shares To BeAverageRemaining
Issued UponExerciseAvailable For
Exercise OfPrice OfFuture Issuance
OutstandingOutstandingUnder Equity
Options,Options,Compensation
WarrantsWarrantsPlans (Excluding
Plan CategoryAnd RightsAnd RightsColumn (a))
(amounts in thousands)
Equity Compensation Plans Approved by Shareholders:
    Audacy 2022 Equity Compensation Plan9,833
    Audacy Equity Compensation Plan (1)609$11.33
Equity Compensation Plans Not Approved by Shareholders:
    Audacy Acquisition Equity Compensation Plan
Total6099,833 (1)

(1)    On May 12, 2008,10, 2022, the Director’s term expired.

(6)                                 On February 12, 2008,Company approved the Director received  4,000 restricted stock units at a grant date fair value of $11.34 that vest over a four-year period (50% in year 2, 25% in year 3 and 25% in year 4).  The pro rata compensation expense for this award, together with unamortized expense from prior awards, is reflected in this column. For a discussion of the assumptions used to determine the fair value, please refer to the notes to the accompanying financial statements included in the 2008 10-K that was filed on February 26, 2009.

(7)                                 On February 12, 2008, the Director elected to receive 2,000 options at a market and exercise price of $11.78 and at a fair value of $0.66 per share, which vest equally over a period of four years. For a discussion of the assumptions used to determine the fair value, please refer to the notes to the accompanying financial statements included in the 2008 10-K that was filed on February 26, 2009.

36


EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

As Of December 31, 2008

 

 

Number of Shares
to be Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights

 

Weighted-
Average Exercise
Price of
Outstanding
Options, Warrants
and Rights

 

Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (excluding
Column (a))

 

Plan Category

 

(a)

 

(b)

 

(c)

 

Equity compensation plans approved by security holders:

 

 

 

 

 

 

 

Employee Stock Purchase Plan

 

—

 

—

 

1,681,847

 

Entercom Equity Compensation Plan (1)

 

2,493,930

 

$

28.33

 

960,071

 

 

 

 

 

 

 

 

 

Equity compensation plans not approved by security holders:

 

 

 

 

 

 

 

None

 

—

 

—

 

—

 

 

 

 

 

 

 

 

 

Total

 

2,493,930

 

 

 

2,569,826

 

(1)                                 Under the EntercomAudacy 2022 Equity Compensation Plan (the ““Plan”) and terminated the existing Audacy Equity Compensation Plan”), and the Audacy Acquisition Equity Compensation Plan, subject to the continued vesting of equity awards that were still outstanding under those plans. The Plan will continue in effect for a term of ten years unless terminated or amended earlier pursuant to the termination provisions under the Plan. Under the Plan, the Company is authorizedpermitted to issue up to 10.0 million shares of Class A common stock, which amount is increased by 1.5 million shares on January 1 of each year, or a lesser number as may be determined by the Company’s Board of Directors.  As a result of the Company’s 2006 Option Exchange Program, thegrant Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Dividend Equivalents. The maximum aggregate number of shares that canmay be issued under the Plan was effectively reduced by 3.6 million.  In addition, on November 13, 2007 and on November 16, 2006, the Company’s Board of Directors determined that no additional shares would be addedis equal to the Plan on January 1, 2008 and on January 1, 2007, respectively.11.75 million shares. As of December 31, 2008, 1.0 million shares were available for future grant. On January 1, 2009,2022, the shares available for grant automatically increasedwere 9.8 million shares.


(2)    On November 9, 2020, the Company completed the acquisition of sports data and iGaming affiliate platform QL Gaming Group (“QLGG”) (the “QLGG Acquisition”).In connection with the QLGG Acquisition, the Company assumed an equity compensation plan that was in place at QLGG.This plan (the “Audacy Acquisition Equity Compensation Plan”) was assumed pursuant to New York Stock Exchange Listed Company Manual Rule 303A.08 and did not require approval by 1.5 million sharesthe Company’s shareholders.


2022 AUDACY EQUITY COMPENSATION PLAN

Overview
The 2022 Audacy Equity Compensation Plan (the “Plan”) provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units and dividend equivalents to 2.5 million shares.

EMPLOYEE STOCK PURCHASE PLAN

A total of up to 1.9 million shares of our Class A Common Stock were authorized to be issued under the Employee Stock Purchase Plan, subject to adjustment.  As of December 31, 2008, we have issued 0.2 million shares of our Class A Common Stock under the Employee Stock Purchase Plan, leaving 1.6 million shares authorized to be issued thereunder.  Under our Employee Stock Purchase Plan, we will withhold a specified percentage (not to exceed 10%)employees, non-employee directors and certain consultants and advisors of the compensation paid to each participant,Company and the amount withheld (and any additional amount contributed by the participant which together with payroll withholdings does not exceed 10%its subsidiaries.


Summary of the participant’s compensation) will be used to purchase our Class A Common Stock on the last day of each purchase period.  The purchase price will be the valueMaterial Features of the stock on the last day of the purchase period less a discount not to exceed 15% as determined by the Compensation Committee in advance of the purchase period.  The length of each purchase period shall be specified by the Compensation Committee.  The maximum value of shares that a participant in the Employee Stock Purchase Plan may purchase during any calendar year is $25,000.  Effective as of March 31, 2009, the employee stock purchase plan will expire.

ENTERCOM EQUITY COMPENSATION PLAN

Overview.

The purpose of the Plan is to attract and retain ourprovide employees, employees of our subsidiaries (including employees who are Named Executive Officers or Directors) and to provide incentives to our non-employee Directorsdirectors and certain advisorsconsultants and consultants who perform services for us and our subsidiaries.  The Plan provides for grants of: (i) options intended to qualify as incentive stock options (“ISOs”) within the meaning of Section 422advisors of the Code; (ii) “nonqualified stock options” that are not intendedCompany and its subsidiaries with the opportunity to so qualify (“NQSOs”); (iii) restricted stock; / restricted stock units; and (iv) stock appreciation rights (“SARs”).

Shares.  As of February 26, 2009, an aggregate of 7.9 million shares of Class A Common Stock are authorized for issuance under the Plan, of which 1.6 million remain available for issuance.  The Plan initially authorized 8.5 million shares, plus an additional 1,500,000 shares per year (effective each January 1).  For January 1, 2007 and 2008, our Board of Directors determined that no additional shares would be added to the Plan, while for January 1, 2006 and 2009 the additional shares were added to the Plan.  In addition, as a result of the Company’s 2006 Option Exchange Program (pursuant to which options

37


surrendered net of restricted stock issued were not available for reissuance) the number of shares that can be issued under the Plan was effectively reduced by 3.6 million.  Accordingly, the follow table shows the shares that have been authorized issuance under the Plan:

Initial Authorized Amount

8,500,000

Annual Increases*

January 1, 2006 Increase

1,500,000

January 1, 2007 Increase

—

January 1, 2008 Increase

—

January 1, 2009 Increase

1,500,000

2006 Option Exchange Decrease

(3,574,376

)

TOTAL

7,925,624

Only shares of Class A Common Stock may be issued under the Plan.  The number of shares for which ISOs may be issued under the Plan may not exceed 1,850,000 shares, subject to adjustment, and the number of shares of restricted stock/ restricted stock units that may be issued under the Plan may not exceed 3,000,000 shares, subject to adjustment.  If and to the extent grants awarded under the Plan expire or are terminated for any reason without being exercised, the shares of Class A Common Stock subject to such grant will again be available for purposes of the Plan.  Since New Shares to be issued under the Plan will not count against the restricted stock/ restricted stock units sublimit, upon approval of the amendment to the Plan, such sublimit would effectively be increased by the number of New Shares issued under the Option Exchange Program.

Administration of the Plan.  receive equity awards.The Plan is administeredintended to stimulate the efforts of employees, non-employee directors and interpretedcertain consultants towards our success, as well as assist in recruitment and retention.

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All employees (including officers and directors who are employees) of the Company or its subsidiaries and non-employee directors of the Company and certain consultants and advisors engaged by the Compensation Committee (the “Committee”) of the Board of Directors.  The Committee shall consist of twoCompany or more persons who may be “outside directors” as defined under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) and related Treasury regulations and “non-employee directors” as defined under Rule 16b-3 under the Securities Exchange Act of 1934, as amended.  Subjectits subsidiaries to ratification or approval by the Board if the Board retainsrender services to such right, the Committee shall have the sole authority to: (i) determine the individuals to whom grants shall be made under the Plan; (ii) determine the type, size and terms of the grants to be made to each such individual; (iii) determine the time when grants will be made and the commencement and duration of any applicable exercise or restriction period, including the criteria for exercisability and the acceleration of exercisability; and (iv) deal with any other matters arising under the Plan.

Eligibility for Participation.  The followingentity are eligible to be participantsparticipate in the Plan (“Participants”): (i) all employees of us and our subsidiaries (“Employees”), including Employees who are officers or membersat the discretion of the Board; (ii) members of the BoardPlan’s Administrator, who are not Employees (“Non-Employee Directors”); and (iii) those consultants and advisors who perform services for us or any of our subsidiaries (“Key Advisors”) if the Key Advisors are natural persons rendering bona fide services and such services are not in connection with the offer or sale of securities inis generally a capital-raising transaction.  The aggregate number of shares of our stock that may be granted to any individual during any calendar year may not exceed 925,000 shares.

Change of Control.  Upon a Change of Control, unless thedesignated Committee determines otherwise: (i) each Grantee with outstanding Grants shall receive written notice of such Change of Control: (ii) all outstanding Options and SARs shall automatically accelerate and become fully exercisable; and (iii) the restrictions and conditions on all outstanding restricted stock shall immediately lapse.  Upon a Change of Control where we are not the surviving corporation (or survive only as a subsidiary of another corporation), unless the Committee determines otherwise, all outstanding Options and SARs that are not exercised shall be assumed by, or replaced with comparable options and rights by, the surviving corporation.  A change of control is defined as: (i) any “person” becoming a “beneficial owner” of securities of us representing more than 50% of all votes required to elect a majority of the Board, provided that a Change of Control shall not be deemed to occur as a result of a change of ownership resulting from the death of a shareholder; (ii) the consummation by us of: (a) a merger or consolidation where our shareholders will not own more than 50% of all votes required to elect a majority of the board of directors of the surviving corporation, or (b) the consummation of an agreement providing for the sale or disposition by us of all or substantially all of our assets; (iii) a liquidation or dissolution of us; or (iv) any person completing a tender offer or exchange offer for shares representing more than 50% of all votes required to elect a majority of our Board.

Amendment and Termination of the Plan.  The Board may amend or terminateserve as the Plan at any time; provided, however, that the Board shall not amend the Plan without shareholder approval if: (i) such approval is requiredAdministrator in order for Incentive Stock Options granted or to be granted under the Plan to meet the requirements of Section 422 of the Code; or (ii) such approval is required in order to exempt compensation under the Plan from the deduction limit under Section 162(m) of the Code.  No additional Grants shall be made under the Plan after January 20, 2015 or such earlier date asits discretion and certain powers may be determined bydelegated to the Board.  The Plan may be extended by the Board withCompany’s Chief Executive Officer, as described further below. Additionally, subject to the approval of our Board and an effective securities registration statement or applicable exemption covering such awards, employees and consultants of other affiliates of the shareholders.

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Company may be granted awards under the Plan. As of March 17, 2023, approximately 4,942 employees and 7 non-employee directors would be eligible to participate in the Plan.


BOARD OF DIRECTOR COMMITTEE REPORTS

The following Compensation Committee ReportAdministrator may make awards based on, among other factors, an individual’s capacity for contributing to our future growth and Audit Committee Report shallprofitability.Each award will be evidenced by a written or electronic agreement or communication between the Company and the participant setting forth the terms and conditions of the award. Unless determined otherwise by the Administrator, awards may not be deemed incorporatedsold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by referencewill or by any general statement incorporatingthe laws of descent or distribution and may be exercised, during the lifetime of a given participant, only by reference this Proxy Statement into any filingsuch participant. In its discretion, the Administrator may also permit participants to, subject to such terms and conditions as the Administrator deems advisable, assign or transfer all or part of vested nonstatutory stock options during a participant’s lifetime to (i) a participant’s spouse, former spouse or dependent pursuant to a court-approved domestic relations order or (ii) trust or other similar estate planning entity that is solely for the benefit of the participant and/or the participant’s immediate family. If the Administrator makes an award transferable, such award will contain such additional terms and conditions as the Administrator deems appropriate.


The Administrator administers the Plan and grants awards under the Securities ActPlan.The Administrator has the power to interpret the Plan and awards thereunder, to determine the terms and conditions of 1933, as amended,awards, to approve forms of award agreement, to select participants who may be granted awards (generally on the basis of their service), to determine the terms and conditions of any exchange program, and to make all other determinations necessary or underadvisable for the administration of the Plan.In addition, the Administrator may delegate to the Company’s Chief Executive Officer the authority to make and amend awards to employees and consultants who are not subject to the restrictions of Section 16(b) of the Securities Exchange Act of 1934, as amended except(the “Exchange Act”).

Except as provided below, our Board or its delegate is permitted to amend or terminate the Plan at any time, provided that any termination does not affect the validity of previously granted awards and may not materially impair the rights of any participant with respect to previously granted awards without the participant’s written consent. Our Board and Compensation Committee will not have the right, without shareholder approval, to:

•Increase the maximum number of shares covered by the Plan or change the class of employees eligible to receive any awards; or
•Make any other amendment to the Plan that would constitute a modification, revision or amendment requiring shareholder approval pursuant to any applicable law or regulation or rule of the principal exchange on which our shares are traded.

Shares Available for Issuance

The maximum number of shares that may be issued under the Plan will be 11,750,000 shares, which is also the maximum number of shares that may be issued pursuant to incentive stock options under the Plan, subject to adjustment upon certain changes in the Company’s capitalization. The shares issued under the Plan may be authorized and unissued shares, or reacquired common stock, including shares purchased by the Company on the open market for purposes of the Plan.

If any shares subject to an award expire or become unexercisable without having been exercised in full, or, with respect to restricted stock or restricted stock units, are forfeited to the Company or repurchased by the Company, the unpurchased shares (or for awards other than options and stock appreciation rights, the forfeited or repurchased shares) that were subject thereto will become available for future grant or sale under the Plan. Upon exercise of a stock appreciation right settled in shares, the gross number of shares covered by the portion of the award so exercised will cease to be available under the Plan. Shares that have actually been issued under the Plan under any award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if unvested shares of restricted stock or restricted stock units are repurchased by the Company or are forfeited to the Company, such shares will become available for future grant under the Plan. Shares used to pay the exercise or purchase price of an award and/or to satisfy the tax withholding obligations related to an award will become available for future grant or sale under the Plan. To the extent an award under the Plan is paid out in cash rather than shares, such cash payment will not reduce the number of shares available for issuance under the Plan. Shares actually issued pursuant to awards transferred under any exchange program to reprice options or stock appreciation rights will not become available for grant under the Plan.
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As of March 17, 2023, there were 3.8 million shares were available for issuance under the Plan.

Types of Awards

The Administrator has the discretion to award stock options, stock appreciation rights, restricted stock, restricted stock units and dividend equivalents.

Options. A stock option is the right to acquire shares at a fixed exercise price for a fixed period of time. Under the Plan, the Administrator may grant non-qualified stock options to employees, consultants and non-employee directors and/or incentive stock options to employees (which entitle employees, but not the Company, to more favorable tax treatment). The Administrator will determine the number of shares covered by each option.

The exercise price of the shares subject to each option is set by the Administrator but cannot be less than 100% of the fair market value (on the date of grant) of the shares covered by the option. An exception may be made for any options that the Administrator grants in substitution for options held by employees of companies that the Company acquires (in which case the exercise price preserves the economic value of the employee’s cancelled option from their former employer). In addition, the exercise price of an incentive stock option must be at least 110% of fair market value if (on the grant date) the participant owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any of its subsidiaries. The aggregate fair market value of the shares (determined on the grant date) covered by incentive stock options which first become exercisable by any participant during any calendar year also may not exceed $100,000. The exercise price of each option must be paid in full in cash or check at the time of exercise. The Administrator also may permit payment through the tender of shares that are already owned by the participant, a net exercise arrangement, or by such other method as the Administrator may permit, including under a broker-assisted (or other) cashless exercise program or any combination of the foregoing methods.

Options become exercisable at the times and on the terms established by the Administrator. The Administrator also establishes the time at which options expire, but the expiration may not be later than ten years after the grant date. In addition, a participant who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any of its subsidiaries may not be granted an incentive stock option that is exercisable after five years from the option’s grant date.

Stock Appreciation Rights.Stock appreciation rights (“SARs”) are awards that grant the participant the right to receive an amount (in the form of cash, shares of equal value, or a combination thereof, as determined by the Administrator) equal to (i) the number of shares exercised, times (ii) the amount by which the fair market value of a share on the date of exercise exceeds the exercise price. SARs may be granted separately or in tandem with any stock option. The exercise price is set by the Administrator but cannot be less than 100% of the fair market value of the covered shares on the grant date. A SAR may be exercised only if it becomes vested based on the vesting schedule established by the Administrator. SARs expire under the same rules that apply to stock options, meaning that the expiration may not be later than 10 years after the grant date. Tandem SARs are exercisable only during the period when the stock option related to the tandem SAR is also exercisable.

Restricted Stock. Awards of restricted stock are shares that vest in accordance with the terms and conditions established by the Administrator. The Administrator determines the number of shares of restricted stock granted to any participant.
In determining whether an award of restricted stock should be made, and/or the period of restriction for any such award, the Administrator may impose whatever conditions it determines to be appropriate. A holder of restricted stock will have full voting rights, unless determined otherwise by the Administrator. Dividends, dividend equivalents and other distributions declared during the period of restriction applicable to any restricted stock award will only become payable if (and to the extent) the period of restriction applicable to the restricted stock award lapses with all conditions satisfied and the Administrator provides that the award is accompanied by rights to dividends, dividend equivalents or other distributions.

Restricted Stock Units.Restricted stock units represent a right to receive shares at a future date determined in accordance with the participant’s award agreement. No monetary payment is required for receipt of restricted stock units or the shares issued in settlement of the award, the consideration for which is furnished in the form of the participant’s service to the Company or its subsidiaries. In determining whether an award of restricted stock units should be made, and/or the vesting schedule for any such award, the Administrator may impose whatever conditions to vesting it determines to be appropriate, including, without limitation, performance goals. The Company may settle the restricted stock units in cash, in shares or in a combination of both. Any dividends, dividend equivalents, and other distributions declared during the period of time after a restricted stock unit award is granted, and prior to such award meeting the applicable vesting criteria and settling in shares, will
59


become payable if (and to the extent) the award vests and the Administrator provides that the award is accompanied by rights to dividends, dividend equivalents or other distributions.

Dividend Equivalents.The Administrator is generally permitted to, in its discretion as reflected by the terms of the applicable award agreement, authorize the grant of dividend equivalents (as defined in the Plan) to a participant, which will entitle the participant to receive payments equivalent to the amount of cash dividends paid by the Company to holders of shares with respect to a number of shares determined by the Administrator. The Administrator may not grant dividend equivalents to participants in connection with grants of options or stock appreciation rights.Dividend and dividend equivalent and other distribution amounts with respect to any award may be accrued but not paid to a participant until all conditions or restrictions relating to such award and/or share have been satisfied or lapsed and will be forfeited if such conditions or restrictions are never satisfied or lapse. The term of a dividend equivalent award will be set by the Administrator in its discretion. Payment may be made in cash, shares, other securities, other awards or other property as determined in the discretion of the Administrator.

Change in Control

In the event of a “change in control” (as defined in the Plan) with respect to any award that is not assumed, continued or substituted by the successor or its affiliate for an equivalent award then:
•Awards will become fully vested and exercisable and the restrictions applicable to them (that are not performance-based) will lapse;
•Performance conditions related to awards for which the performance period has been completed as of the date of the change in control, but have not yet been paid will vest and be paid in cash and/or shares, with all performance goals to be deemed achieved at actual performance, unless otherwise provided in the applicable award agreement;
•Performance conditions related to awards for which the performance period has not been completed as of the date of the change in control will be deemed achieved at 100% of target performance levels for the entire performance period (and not pro-rata).

An award will be considered assumed if, following the change in control, the award confers the right to purchase or receive, for each share subject to the award immediately prior to the change in control, the consideration (whether stock, cash, or other securities or property) received in the change in control by holders of common stock for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the change in control is not solely common stock of the successor or its parent, the Administrator may, with the consent of the successor, provide for the consideration to be received upon the exercise of an option or stock appreciation right or upon the payout of a restricted stock unit, for each share subject to such award, to be solely common stock of the successor or its parent equal in fair market value to the per share consideration received by holders of common stock in the change in control.

Change in Capitalization
In the event that any dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or other securities of the Company, or other change in the corporate structure of the Company affecting the shares occurs, the Administrator will make adjustments to the number and class of shares that may be delivered under the Plan and/or the number, class, and price of shares covered by each outstanding award, provided, however, that any fractional shares resulting from the adjustment will be eliminated. Any adjustments determined by the Administrator will be final, binding and conclusive.

Clawback and Other Policies
All awards granted under the Plan are subject to any incentive compensation clawback or recoupment policy of the Company or its subsidiaries currently in effect or as may be adopted by the Company or its subsidiaries and, in each case, as may be amended from time to time. No such policy adoption or amendment will require a participant’s prior consent. All awards granted under the Plan are subject to any other applicable Company or subsidiary policies, such as insider trading policies.

Plan Term
No award may be granted under the Plan on or after the tenth anniversary of the Effective Date (i.e., March 16, 2032), but awards granted before that time may extend beyond that date in accordance with their terms.




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Certain Federal Income Tax Consequences
The following is a summary of the United States federal income tax consequences of awards under the Plan.It does not purport to be a complete description of all applicable rules, and those rules (including those summarized here) are subject to change. Tax consequences for any particular individual may be different. This discussion also does not address the tax consequences under applicable state and local law.

Options.An optionee generally will not recognize taxable income upon the grant of a non-qualified stock option.Rather, at the time of exercise of the option, the optionee will recognize ordinary income for income tax purposes in an amount equal to the excess, if any, of the fair market value of the shares of our common stock purchased over the exercise price. We generally will be entitled to a tax deduction at such time and in the same amount, if any, the optionee recognizes as ordinary income. The optionee’s tax basis in any shares of our common stock received upon exercise of an option will be the fair market value of the shares of our common stock on the date of exercise, and if the shares are later sold or exchanged, then the difference between the amount received upon such sale or exchange and the fair market value of such shares on the date of exercise will generally be taxable as long-term or short-term capital gain or loss (if the shares are a capital asset of the optionee) depending upon the length of time such shares were held by the optionee.

Incentive stock options are eligible for favorable federal income tax treatment if certain requirements are satisfied. An employee granted an incentive stock option generally does not realize compensation income for federal income tax purposes upon the grant of the option.At the time of exercise of an incentive stock option, no compensation income is realized by the optionee other than tax preference income for purposes of the federal alternative minimum tax on individual income.If the shares of our common stock acquired on exercise of an incentive stock option are held for at least two years after grant of the option and one year after exercise, the excess of the amount realized on the sale over the exercise price will be taxed as capital gain.However, if the shares of our common stock acquired on exercise of an incentive stock option are disposed of within less than two years after grant or one year of exercise, the optionee will realize taxable compensation income equal to the excess of the fair market value of the shares on the date of exercise or the date of sale, whichever is less, over the exercise price, and any additional amount realized will be taxed as capital gain (a “disqualifying disposition”). If a participant recognizes ordinary income due to a disqualifying disposition of an incentive stock option, we would generally be entitled to a deduction in the same amount.

SARs.A participant who is granted a SAR generally will not recognize ordinary income upon receipt of the SAR.Rather, at the time of exercise of such SAR, the participant will recognize ordinary income for income tax purposes in an amount equal to the value of any cash received and the fair market value on the date of exercise of any shares of our common stock received.We generally will be entitled to a tax deduction at the same time, and in the same amount that, ordinary income is recognized by such participant.The participant’s tax basis in any share of our common stock received upon exercise of a SAR will be the fair market value of the share of our common stock on the date of exercise, and if the shares are later sold or exchanged, then the difference between the amount received upon such sale or exchange and the fair market value of such shares on the date of exercise will generally be taxable as long-term or short-term capital gain or loss (if the shares are a capital asset of the participant) depending upon the length of time such shares were held by the participant.

Restricted Stock.A participant generally will not be taxed upon the grant of restricted stock, but rather will recognize ordinary income in an amount equal to the fair market value of the shares of our common stock at the time the shares are no longer subject to a “substantial risk of forfeiture” (within the meaning of the Code).We generally will be entitled to a deduction at the time when, and in the amount, the participant recognizes ordinary income on account of the lapse of the restrictions.A participant’s tax basis in the shares will equal their fair market value at the time the restrictions lapse, and the participant’s holding period for capital gains purposes will begin at that time. Under Section 83(b) of the Code, a participant may elect to recognize ordinary income at the time the shares of restricted stock are awarded in an amount equal to their fair market value at that time, notwithstanding the fact such shares of restricted stock are subject to restrictions and a substantial risk of forfeiture.If such an election is made, no additional taxable income will be recognized by such participant at the time the restrictions lapse.The participant will have a tax basis in the shares equal to their fair market value on the date of their award, and the participant’s holding period for capital gains purposes will begin at that time.We generally will be entitled to a tax deduction at the time when, and to the extent, ordinary income is recognized by such participant.

Restricted Stock Units.In general, the grant of restricted stock units (including performance stock units) will not result in income for the participant or in a tax deduction for us.Upon the settlement of such an award in cash or shares, the participant will recognize ordinary income equal to the aggregate value of the payment received, and we generally will be entitled to a tax deduction at the same time and in the same amount. In addition, Federal Insurance Contributions Act (“FICA”) taxes are imposed on restricted stock units in the year of vesting (which may occur prior to the year of settlement).

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Dividend Equivalents.In general, dividend equivalents are generally taxable as ordinary income when the participant receives a payout of the dividend equivalent and we generally will be entitled to a tax deduction at the same time and in the same amount.

Section 409A.

Section 409A of the Code (“Section 409A”) provides certain requirements for non-qualified deferred compensation arrangements with respect to an individual’s deferral and distribution elections and permissible distribution events. Awards granted under the Plan with a deferral feature will be subject to the requirements of Section 409A. If an award is subject to and fails to satisfy the requirements of Section 409A, the recipient of that we specifically incorporate this information by reference,award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A’s provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation. Participants are solely responsible for the payment of any taxes and shall not otherwise be deemed filedpenalties incurred under such Acts.

COMPENSATION COMMITTEE REPORT

Section 409A.














62


Board of Director
Committee Reports
The following Compensation Committee Report and Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such Acts.
COMPENSATION COMMITTEE REPORT
To the Board of Directors:


The compensation committeeCompensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management of the Company, and based on such review and discussions, the Compensation Committee recommended to the Board of Directors of the Company that the Compensation Discussion and Analysis be included in the Company’s proxy statement on Schedule 14A relating to the 20092023 Annual Meeting of Shareholders.


The Compensation Committee is currently comprised of David J. Berkman, Chairman, Daniel E. GoldMark R. LaNeve and Robert S. Wiesenthal,Monique L. Nelson, each an independent director.

Director.
COMPENSATION COMMITTEE
David J. Berkman, Chairman
Mark R. LaNeve
Monique L. Nelson
March 14, 2023


COMPENSATION COMMITTEE

David J. Berkman, Chairman

Daniel E. Gold

Robert S. Wiesenthal

AUDIT COMMITTEE REPORT

March 6, 2009

AUDIT COMMITTEE REPORT

To the Board of Directors:


The Audit Committee has reviewed and discussed with management our audited financial statements as of and for the year ended December 31, 2008.

2022.


The Audit Committee has discussed with the Company’s independent registered public accounting firm, PricewaterhouseCoopersGrant Thornton, LLP, the matters required to be discussed by Statement onthe Auditing StandardsStandard No. 61, Communication16, Communications with Audit Committees, as amended,adopted by the Auditing Standards Board of the American Institute of Certified Public Accountants.

Company Accounting Oversight Board.


The audit committeeAudit Committee has received the written disclosures and the letter from the independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with the independent accountant the independent accountant’s independence.


Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20082021 for filing with the Securities Exchange Commission.


The Audit Committee is currently comprised of Daniel E. Gold,Sean R. Creamer, Chairman, David J. Berkman and Michael J. Wolf,Joel Hollander, each an independent director.

Director.

AUDIT COMMITTEE
Sean R. Creamer, Chairman
David J. Berkman
Joel Hollander
March 15, 2023
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AUDIT COMMITTEE

CORPORATE RESPONSIBILITY AT AUDACY

Daniel E. Gold, Chairman

The following Report on Corporate Responsibility At Audacy shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such Acts.

Overview

We are fortunate to work in a business that enables us to make a meaningful difference in the lives of our listeners and our communities. Throughout our history, we have demonstrated our commitment to supporting the health and success of the communities that are the heart of our business. As one of the largest audio entertainment companies in the country, we create and nurture authentic human connections to inspire both individual and collective action. We use our biggest strengths – our far-reaching voice and deep connections with our listeners – to give disparate viewpoints a voice, raise awareness on important issues, and bring people together for good.

This commitment matters more to our stakeholders than ever before. Our listeners, our communities, and our team have always been at the heart of everything we do, and our goal is to continuously find ways to better serve each of these groups. One of the key ways we fulfill our purpose - enriching lives and enhancing communities through voices people trust and content they love - is through Audacy Serves, our social impact platform dedicated to supporting the health and success of our communities. The program is built on six pillars of impact: Mental Health; Diversity, Equity, & Inclusion; The Environment; Veterans & Service Members; Children’s Health; and Civic Education. Many of these pillars have a long-standing and meaningful history at our Company; other pillars reflect issues that have become increasingly important to our stakeholders in the last few years. We value our partnerships with credible outside nonprofit organizations and partners who live and breathe these topics every day and we are proud to support and amplify the important work they are doing across our communities. We will continue to engage with our listeners, our communities, our team, and our partners to ensure we are serving them to the best of our ability.

Leadership & Oversight

Several years ago, in recognition of the importance of these programs to our business and our stakeholders, we formalized our Social Impact strategy under our Vice President of Social Impact. The Social Impact team collaborates with key functions across Audacy, including HR, Communications, Sustainability, Operations, Marketing, Legal, and Strategy. While our entire Executive Team is engaged in our social impact strategy and has helped shape and oversee its strategic priorities, our Board of Directors has charged our Board’s Nominating/Corporate Governance Committee with overseeing our Environmental, Social and Governance efforts. As of 2022, this Committee’s Charter now includes the following Duties and Responsibilities:

The Committee is responsible for overseeing and reviewing the Company’s practices relating to corporate responsibility, including environmental, sustainability and social matters and discussing with management the Company’s (i) progress on social responsibility matters and (ii) communications with investors and other stakeholders regarding these matters.

SOCIAL & ENVIRONMENTAL - Our Six Pillars

● Mental Health & our “I’m Listening®” Initiative

I’m Listening is Audacy’s commitment to more mental health conversations. As a leading audio entertainment company, we believe audio has an important role to play in addressing our nation’s Mental Health needs. We do this by sharing stories that bring people together. We know talking about our mental health helps. That’s why the heart of the I’m Listening program is sharing stories of artists, athletes and celebrities talking about their mental health experiences - we are living our belief that “Talk Has The Power To Save Lives ™.”

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Since 2017, we have been a trusted voice for our listeners to turn to for stories supporting Mental Health. Our focus on I’m Listening has driven important programming decisions. We leverage our on-the-air, digital and events to connect with our listeners and amplify the mental health stories across our platform throughout the year. We run national media campaigns to spark conversations, live events celebrate mental health with our listeners, experts host our annual 2-hour mental health conversation each September, our partners inform and amplify our message and our Audacy culture promotes healthy self-care within our team. Our campaigns and support of Mental Health across our platform create numerous opportunities for health-aligned brands to join us in sponsoring this important work.

Our continued partnership with the American Foundation for Suicide Prevention (AFSP), the nation’s largest suicide prevention organization, adds even more trusted, credible voices to inform the conversations we lead. See the September 2022 issue of our Insights web postings for more on Audio’s role in addressing Mental Health (www.audacyinc.com/insights).

● Diversity, Equity, & Inclusion

Serving each of our markets across our country means that diverse communities are at the core of what we do. We strive to reflect and champion the diversity of our communities to foster a more equitable and inclusive world. Our diversity, equity and inclusion (“DEI”) program is managed by our “Director of Human Resources, Diversity, Equity and Inclusion.” In 2020 and 2021, our DEI Task Force was responsible for engaging with our stakeholders to inform our DEI priorities. Starting in 2022, our Diversity, Equity, and Inclusion Council, comprised of representatives from across our Company, has been supporting the four current initiatives identified by the Task Force and is responsible for championing and communicating future DEI initiatives.

Through our programming and partnerships, we seek to connect with and empower a diverse array of voices throughout Audacy. Audacy Serves campaigns activate at key moments throughout the year aligned with our pillars using the full strength of our platform to engage our audiences in celebrating key moments including Black History Month, Women’s History Month, Hispanic Heritage Month, and more. Commitments like CHANNEL Q, built by and for the LGBTQ+ community and allies, is a destination community that gives everyone a voice through exceptional programming that entertains, informs and inspires. Our multi-year partnership with the National Urban League is focused on informing and empowering urban listeners. Our local Audacy teams work with nearly 50 Urban League affiliates to deepen our understanding of economic and social justice priorities. This, in turn, helps us foster understanding and build awareness of racial justice and equity issues on a local level in communities across the country.

We are also connecting with our diverse communities through ongoing partnerships with our nation’s Historically Black Colleges and Universities. These partnerships are meant to equip and train students for successful careers, while also developing a pipeline to the next generation of audio talent. Our first partnership, introduced in 2020, is with Clark Atlanta University (“CAU”). Through virtual and on-campus learning sessions, dozens of Audacy leaders have connected with several hundred CAU students. These sessions have allowed students to explore careers in sales, events, on-air, and more.

We want our Audacy team to reflect the communities we serve, which means ensuring we have diverse representation across our workforce. Our Fellows program welcomes graduates from historically underrepresented groups in media and underserved communities who demonstrate the talent and desire to pursue a career in audio. Through curated on-the-job learning and growth opportunities, we support our Fellows in building the foundation for their careers at Audacy and beyond. We have embedded DEI training curriculum within our overall learning & development program to ensure we are training our team on unconscious bias and building an inclusive environment for everyone to bring their full self to work at Audacy.

● The Environment & Our 1Thing® Initiative

We are committed to doing our part to ensure a sustainable, healthy planet for generations to come. Our daily operations reflect our commitment to sustainability through built-in efficiency measures, use of environmentally friendly supplies, office recycling programs, sustainable business practices at our consumer-facing events & employee-led volunteer projects supporting the local environment.

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We continue to identify ways to drive efficiency and reduce our energy consumption across our operational footprint. In 2022, we completed the process of documenting baseline data for the footprint of our operations. This data will enable more informed decisions as we strive toward ongoing operational efficiency. Our commitment to using more environmentally friendly office products is one area where we see tangible environmental benefits. For example, our use of 99% recycled paper in our office operations results in 7.4 million gallons of water saved, 1.4 million pounds of CO2 emissions saved, and over 15 thousand trees saved. In early 2023, we joined Ad Net Zero as a founding partner of the U.S. Chapter committed to reducing the environmental footprint of the advertising industry and increasing the promotion of sustainable products, services, and behaviors.

Our nationwide platform enables us to reach far beyond our own environmental impact to mobilize the impact of others. We believe one person doing one thing is good. All of us doing our one thing, together, is better. And when we each share our one thing, it becomes a hundred things, a thousand things, a million things for our planet. This is the power of 1Thing - to inspire, to spark action, to challenge each other to do our part individually, and together. This belief led us to create our “1Thing®” sustainability initiative more than a decade ago, where we use our voice to move people to make simple changes in their daily habits to protect our planet.

Our 1Thing® sustainability initiative contributes to a healthy planet for future generations. Our program connects with people through content on Audacy that resonates and helps them go deeper into their environmentally friendly lifestyles and aspirations. This dedicated program featuring sustainability content also provides a valuable path for brands that want to engage with environmentally conscious consumers across audio platforms. Visit our 1Thing® hub for more information (see: www.1ThingUS.com).

● Veterans & Service Members

We owe our veterans and service members our recognition, our thanks, and our support. We serve those who have served us through stories that inform, connect and inspire the men, women, and families who make the biggest sacrifices for our country while serving at home or abroad.

We built our ConnectingVets platform to share daily original content, including stories of inspiration and perseverance, all created by dedicated veterans for the veteran and service member community. This vibrant community brings together service members, veterans, and their family members to help veterans stay informed and successfully transition to civilian life. In addition to content and connections, the platform offers information and updates on veteran benefits resources, education opportunities, and other support resources covering mental health, legal assistance, employment assistance, and more. Visit our ConnectingVets hub for more information (see: https://www.audacy.com/connectingvets).

● Children’s Health

A long-standing tradition at Audacy, we use our voice and connection with our fans to lift the financial burden on families impacted by childhood illness. We unlock the generosity of our listeners with powerful stories of healing and hope raising lifesaving funds to support children’s health.

By using the power of our voices to lift up and protect the most vulnerable children in our communities, we are tapping into our fans’ generosity to offer hope and quite literally change the lives of families impacted by childhood illnesses. Each year during more than 40 annual radiothons, we connect with team members, listeners, and on-air talent to lift financial burdens and raise potentially life-saving funds for these families. We are gratified to have helped raise more than $14 million in 2022, and more than $270 million over more than 20 years, to support children’s healthcare and research, giving children a stronger chance to have their voices heard for years to come.

● Civic Education

Audio mobilizes people. Local voices help communities thrive. We use our influence – chiefly through our strength in local news and our trusted connection with listeners - to promote a vibrant democracy through an informed, energized and engaged citizenry.

Our dedicated, centralized digital news team with more than 50 journalists in eight newsrooms across the country informs our listeners through strong journalism. Our local news teams cut through the noise and deliver
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content that informs audiences, supports understanding and promotes engagement. We use our connection with our audiences to bolster Americans’ civic knowledge and give them tools to effect change in their communities.

We support these efforts with content and programming including:

•Philadelphia’s KYW continues its commitment to training future journalists with more than 50 students completing its NewsStudies program
•Los Angeles’ KNX helps our community understand timely issues with town hall programming including, “Deadly High: Teens and Fentanyl”
•Daily in-depth podcasts and on-demand audio exploring local stories and issues that most affect listeners’ lives
•An original national weekly podcast that highlights the week’s most pressing story and draws on reporting and interview content from across the Audacy network
•Original long-form podcasts from local news brands
•Custom newsletters and in-app experiences

For additional information about Audacy Serves and our priorities, please see our “2022 Audacy Serves Social Impact Report” posted on our website (See: https://audacyinc.com/social-impact)

CORPORATE GOVERNANCE

Audacy remains committed to sound and effective corporate governance practices. Our Board diligently exercises its oversight responsibilities with respect to the Company’s business and affairs in accordance with the highest principles of business ethics and corporate governance requirements of federal law, state law, and the NYSE.

In addition to long-standing “best practices” in corporate governance at Audacy, in response to shareholder input in our outreach process, we expanded our proxy access policy.

Example “best practice” corporate governance policies and practices embraced by Audacy include:

David J. Berkman

Michael J. Wolf

Key Corporate Governance Attributes

Independent Lead Director

Joel Hollander serves as our Board’s Independent Lead Director. In 2021, Mr. Hollander replaced David Berkman as our Independent Lead Director.

February 23, 2009

Significant Risk Oversight

The Board as a whole and its committees devote significant time and effort to understanding and reviewing enterprise risks. This includes oversight of the Company’s strategy and reputation, as well as a review of risks related to financial reporting, compensation practices, and cybersecurity.

Annual Director and Board Committee Performance Evaluations

The Board and each committee annually conduct a performance self-evaluation of the Board and each committee.
Code of Business Conduct and Ethics
Audacy’s Code of Business Conduct and Ethics, which describes fundamental principles, policies and procedures that shape our business and help our employees, officers and directors make ethical decisions, applies throughout our organization to all directors, officers, and other employees.

Compensation Clawback
The Company maintains a robust compensation clawback policy. See our CD&A for a more fulsome description.

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SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT


Board Diversity
In response to shareholder feedback, we amended our Corporate Governance Guidelines to provide: “In selecting a person to become a director, the Nominating/Corporate Governance Committee will consider the diversity of each potential candidate, including without limitation, diversity of background, gender, race, ethnic or national origin, age, and experience."

Anti-Hedging /Anti-Pledging Policy

Our Directors, NEOs and “Covered Persons” (as defined in our Securities Trading Policy) are prohibited from (i) pledging Company securities as collateral for a loan, purchasing Company securities on margin (i.e., borrow money to purchase the securities) or placing Company securities in a margin account; and (ii) directly or indirectly hedge Company securities (that is, make an investment in another security in order to reduce the risk of a loss or gain on any Company Security), whether via forward contracts, equity swaps, collars, exchange funds or otherwise. The above prohibitions do not apply to cashless exercises of stock options under the Company’s equity plans or to situations approved in advance by the Company’s General Counsel

Corporate Governance Guidelines
Audacy’s Corporate Governance Guidelines address various governance matters, including qualification and selection of Board members, stock ownership guidelines of directors and executives, annual Board performance evaluations, and executive succession.



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Security Ownership Of Certain
Beneficial Owners And Management

The following table sets forth certain information, as of FebruaryMarch 17, 2009,2023, regarding the beneficial ownership of our common stock by: (i) each person known by us to beneficially own more than 5% percent of any class of our common stock; (ii) each of our Directors and Named Executive Officers; and (iii) all of our Directors and Named Executive Officers as a group. Each shareholder possesses sole voting and investment power with respect to the shares listed, unless otherwise noted. Shares of common stock subject to options currently exercisable or that are exercisable within 60sixty days are deemed outstanding for calculating the percentage of outstanding shares of the person holding these options but are not deemed outstanding for calculating the percentage of any other person.

 

 

Common Stock

 

 

 

 

 

 

 

Class A (1)

 

Class B (2)

 

Percentages

 

Name of Beneficial Owner

 

Number of
Shares
Beneficially
Owned (3)

 

Percent of
Class

 

Number of
Shares
Beneficially
Owned (3)

 

Percent of
Class

 

Total
Economic
Interest
(3)

 

Total
Voting
Power (3)

 

Joseph M. Field (4)

 

1,906,943

 

6.58

%

6,558,282

 

86.21

%

23.14

%

64.92

%

David J. Field (5)

 

2,534,464

 

8.68

%

749,250

 

9.85

%

8.92

%

10.47

%

John C. Donlevie (6)

 

140,085

 

*

 

—

 

—

 

*

 

*

 

Stephen F. Fisher (7)

 

513,970

 

1.77

%

—

 

—

 

1.40

%

*

 

Eugene D. Levin (8)

 

39,035

 

*

 

—

 

—

 

*

 

*

 

David J. Berkman (9)

 

21,880

 

*

 

—

 

—

 

*

 

*

 

Daniel E. Gold (10)

 

13,810

 

*

 

—

 

—

 

*

 

*

 

Robert S. Wiesenthal (11)

 

32,250

 

*

 

—

 

—

 

*

 

*

 

Michael J. Wolf (12)

 

27,500

 

*

 

—

 

—

 

*

 

*

 

All Directors and Named Executive Officers as a group (nine persons)

 

5,023,843

 

16.93

%

7,307,532

 

96.06

%

33.08

%

75.08

%

Joseph M. Field and David J. Field as a Section 13d-3 Group (13)

 

4,235,313

 

14.46

%

7,307,532

 

96.06

%

31.28

%

74.56

%

Edwin R. Boynton, as trustee (14)

 

2,493,589

 

8.64

%

—

 

—

 

6.84

%

2.51

%

Dimensional Fund Advisors LP (15).

 

2,172,570

 

7.53

%

—

 

—

 

5.96

%

2.19

%

Goldman Sachs Asset Management (16)

 

1,588,743

 

5.50

%

—

 

—

 

4.36

%

1.60

%


Name of Beneficial OwnerCommon StockPercentages
Class A (1)Class B (2)
Number of Shares Beneficially Owned (3)Percent of ClassNumber of Shares Beneficially Owned (3)Percent of ClassTotal Economic Interest (3)Total Voting Power (3)
Joseph M. Field (4)14,647,15310.0%1,295,94932.0%10.6%15.7%
David J. Field (5)5,452,5844.2%2,749,25068.0%5.4%17.7%
David J. Berkman222,153*—**
Sean R. Creamer188,381*—**
Joel Hollander193,931*—**
Louise C. Kramer425,087*—**
Mark R. LaNeve192,297*—**
Susan K. Neely160,886*—**
Monique L. Nelson92,873*—**
Richard J. Schmaeling1,045,789*—**
Susan R Larkin738,583*—**
J.D. Crowley801,300*—**
Andrew P. Sutor, IV538,772*—**
All Directors and Executive Officers as a group25,116,14517.1%4,045,199100%19.2%36.2%
(13 persons)
BlackRock, Inc. (6)7,995,2675.4%——5.3%4.6%

* Less than one percent.

(1)

1.For the purpose of calculating the percentage of Class A Common Stock held by each shareholder, the total number of shares of Class A Common Stock outstanding does not include the shares of Class A Common Stock issuable upon conversion of the outstanding shares of Class B Common Stock. The number of shares
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of Class A Common Stock includes all outstanding restricted stock and shares that may be acquired within 60sixty days through the exercise of options.

(2)


2.The Class A Common Stock and the Class B Common Stock vote together as a single class on all matters submitted to a vote of shareholders. Each share of Class A Common Stock is entitled to one vote. Each share of Class B Common Stock is entitled to ten votes, except: (a) any share not voted by either Joseph M. Field or David J. Field is entitled to one vote; (b) the holders of Class A Common Stock, voting as a separate class, are entitled to elect two Directors; (c) each share of Class B Common Stock is entitled to one vote with respect to any “going private” transactions under the

40


Exchange Act; and (d) as required by law. The shares of Class B Common Stock are convertible in whole or in part, at the option of the holder, subject to certain conditions, into the same number of shares of Class A Common Stock.

(3)


3.With respect to Class A Common Stock: (i) the number of shares beneficially owned and the percentage of economic ownership are based on 28,870,090147,067,534 shares (which includes 1,400,24211,811,211 shares that are either unvested restricted stock or vested but deferred shares of restricted stock); and (ii) the percentage of voting power is based on 27,469,848135,256,323 shares of Class A Common Stock (which excludes 1,400,24211,811,211 shares that are either unvested restricted stock or vested but deferred shares of restricted stock, neither of which have the right to vote). With respect to Class B Common Stock, the number of shares beneficially owned, the percentage of economic ownership and the percentage of voting ownership are based on 7,607,5324,045,199 shares of Class B Common Stock outstanding as of February 17, 2009.outstanding. The number of shares of Class A Common Stock listed for each individual includes all outstanding restricted stock and shares that may be acquired within 60sixty days of March 17, 2023 through the exercise of options.

(4)                                 Includes with


4.With respect to Class A Common Stock: (a) 100,750Stock, amounts listed for Joseph M. Field include the following: (i) 14,033,040 shares of Class A Common Stock that may be acquired through the exercise of options; (b) 33,578 shares of Class A Common Stock held of record by Joseph M.common stock with respect to which Mr. Field holds as trustee, of ain trust for the benefit of his sister-in-law; and (c) 777,174himself; (ii) 330,000 shares of Class A Common Stockcommon stock beneficially owned by Joseph M.Mr. Field’s spouse; and (iii) 59,113 shares of Class A common stock with respect to which Mr. Field is the record holder. In addition, Mr. Field is deemed to beneficially own (a) 175,000 shares of Class A common stock deemed beneficially owned by Mr. Field as a director and officer of the Joseph and Marie Field Foundation; and (b) 50,000 shares of Class A common stock deemed beneficially owned by Mr. Field as a director and officer of the Joseph and Marie Field Family Environmental Foundation. Mr. Field disclaims beneficial ownership of all shares of Class A andCommon Stock owned by these foundations. With respect to Class B Common Stock, owned by his spouse, Marie H. Field.  These shares (which are included in the amounts listed above) include: (i) 330,000for Joseph M. Field include 1,295,949 shares of Class B common stock with respect to which Mr. Field holds as trustee, in a family trust for the benefit of himself and his son, David J. Field. The address of this shareholder is 2400 Market Street, 4th Floor, Philadelphia, Pennsylvania 19103.

5.With respect to Class A Common Stock;Stock, amounts listed for David J. Field include the following: (i) 3,508,246 shares of Class A common stock with respect to which Mr. Field is the record holder; (ii) 112,368922,766 shares of Class A Common Stock held of record by Marie H.Mr. Field as co-trustee of a trust for the benefit of David J. Field;himself; (iii) 206,094598,286 shares of Class A Common Stock held of record by Marie H. Field as co-trustee of a trust for the benefit of her daughter; and (iv) 100,000 shares of Class A Common Stock beneficially owned by Marie H. Field as the sole member of a limited liability company.  The address of this shareholder is 401 City Avenue, Suite 809, Bala Cynwyd, Pennsylvania 19004.

(5)                                 Includes with respect to Class A Common Stock: (a) 325,000 shares of Class A Common Stock that may be acquired through the exercise of options; (b) 206,094 shares of Class A Common Stock held of record by David J.Mr. Field as co-trustee of a trust for the benefit of his sister, (c) 438,876children; and (iii) 423,286 shares of Class A Common Stock held of record by David J.Mr. Field as co-trustee of a trust for the benefit of David J. Field and his children; and (d) 921,572 shares of Class A Common Stock held of record by David J. Field as co-trustee of two trusts for the benefit of the descendants of David J. Field and his sister, respectively.sister’s children. The address of this shareholder is 401 City Avenue, Suite 809, Bala Cynwyd,2400 Market Street, 4th Floor, Philadelphia, Pennsylvania 19004.

(6)                                 Includes 51,563 shares of Class A Common Stock issuable upon exercise of options.

(7)                                 Includes 287,500 shares of Class A Common Stock issuable upon exercise of options.

(8)                                 Includes 12,938 shares of Class A Common Stock issuable upon exercise of options.

(9)                                 Includes 7,750 shares of Class A Common Stock issuable upon exercise of options.

(10)                           Includes 5,250 shares of Class A Common Stock issuable upon exercise of options.

(11)                           Includes 5,250 shares of Class A Common Stock issuable upon exercise of options.

(12)                           Includes 500 shares of Class A Common Stock issuable upon exercise of options.

(13)                           Effective as of November 10, 2008, Joseph M. Field and David J. Field each determined to acquire additional shares of the Company’s Class A common stock.  In coordinating purchases, through a common broker (as required under Rule 10b-18) as well as agreeing (among the Company, Joseph M. Field and David J. Field) on an allocation of daily Rule 10b-18 purchases, Joseph M. Field and David J. Field may be deemed to have formed a “group” for Section 13 purposes.  Accordingly, on November 12, 2008, Joseph M. Field and David J. Field each filed a Schedule 13D to reflect this deemed “group” status.  The composition of the shares held by this group is set forth in footnotes 4 and 5 above.

(14)                           Includes: (a) 438,876 shares of Class A Common Stock held of record by Edwin R. Boynton as co-trustee of a trust for the benefit of David J. Field, (b) 498,286 shares of Class A Common Stock held of record by Edwin R. Boynton as co-trustee of a trust for the benefit of the descendants of David J. Field; (c) 1,036,436 shares of Class A Common Stock held of record by Edwin R. Boynton as co-trustee of two trusts for the benefit of the sister of David J. Field and her descendants; (d) 260,000 shares of Class A Common Stock held of record by Edwin R. Boynton as trustee of a trust for the benefit of David J. Field; and (e) 260,000 shares of Class A Common Stock held of record by Edwin R. Boynton as trustee of a trust for the benefit of the sister of David J. Field.  19103.


6.The address of this shareholder is Stradley Ronon Stevens & Young, LLP, Attn: Edwin R. Boynton, 2600 One Commerce Square, Philadelphia, Pennsylvania 19103.

(15)                           The address of this shareholder is 1299 Ocean Avenue, Santa Monica, California 90401.

(16)                           The address of this shareholder is 32 Old Slip,55 East 52nd Street, New York, New York 10005.

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NY 10055.

















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OTHER INFORMATION





Other Information
SHAREHOLDER PROPOSALS FOR 20102024 ANNUAL MEETING


Shareholder Director Nominations and Proposals.  Our Bylaws require that for directorDirector nominations or proposals to be properly brought before an annual meeting by a shareholder, the shareholder must have given notice no earlier than 120 and no later than sixty (60)ninety days prior to the first anniversary date of the immediately preceding annual meeting of shareholders.  shareholders, unless the meeting is more than thirty days before or more than sixty days after such anniversary date.Accordingly, unless the deadline for notification of shareholder director nominations for the 20102024 Annual Meeting is March 13, 2010.held more than thirty days before or more than sixty days after the first anniversary of this year’s annual meeting, notice of shareholder Director nominations or proposals for the 2024 Annual Meeting must be received no earlier than January 25, 2024 and no later than February 24, 2024. Any such shareholder notification must comply with the requirements set forth in our Bylaws and must be submitted in writing to the Corporate Secretary, Entercom Communications Corp.Audacy, Inc., 401 City Avenue, Suite 809, Bala Cynwyd,2400 Market Street, 4th Floor, Philadelphia, Pennsylvania 19004.

Other Shareholder Proposals.  Our Bylaws require that for a proposal (other than a director nomination) to be properly brought before an annual meeting by a shareholder, the shareholder must have given notice no later than the earlier of: (i) sixty (60) days prior to the anniversary date of the immediately preceding annual meeting of shareholders; or (ii) one hundred twenty (120) days prior to the anniversary date of the mailing of our proxy statement for the immediately preceding annual meeting of shareholders.  Accordingly, the deadline for notification of shareholder proposals for the 2010 Annual Meeting is December 1, 2009.  Any such shareholder notification must comply with the requirements set forth in our Bylaws and must be submitted in writing to the Corporate Secretary, Entercom Communications Corp., 401 City Avenue, Suite 809, Bala Cynwyd, Pennsylvania 19004.

19103.


Inclusion in Proxy Statement.  In order for a shareholder proposal to be considered for inclusion in our proxy statement, such shareholder proposals must satisfy the requirements of Rule 14a-8 of the Exchange Act as well as those set forth in our Bylaws.Act.  In accordance with Rule 14a-8, any such shareholder proposal must be received at our executive office (Entercom Communications Corp.(Audacy, Inc., 401 City Avenue, Suite 809, Bala Cynwyd,2400 Market Street, 4th Floor, Philadelphia, Pennsylvania 19004)19103) not less than 120 calendar days before the date of our proxy statement released to shareholders in connection with the previous year’s annual meeting.  Accordingly, the deadline for notification of shareholder proposals for inclusion in our proxy statement for the 20102024 Annual Meeting is December 1, 2009.

13, 2023.


OTHER PROPOSALS


We do not know of any other matters to be presented at the annual meeting other than those discussed in this proxy statement. If however, other matters are properly brought before the annual meeting, your proxies will be able to vote those matters at their discretion.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and Directors, and persons who own more than ten percent of a registered class of our equity securities (“Reporting Persons”), to file reports of beneficial ownership (Forms 3, 4 and 5) of our equity securities with the Securities and Exchange Commission and the New York Stock Exchange. Based solely on our review of Forms 3, 4 and 5 and amendments thereto furnished to us, we believe the Reporting Persons of EntercomAudacy were in compliance with these requirements for 2008, except for one Form 4 with respect to one transaction on February 29, 2008 by Stephen F. Fisher, which Form 4 was filed two days late on March 6, 2008.  The transaction in question was the withholding of 9,895 shares upon the vesting of restricted stock to cover the tax liability relating thereto.

2022.


CORPORATE GOVERNANCE


We have an ongoing commitment to good governance and business practices. In furtherance of this commitment, we regularly monitor developments in the area of corporate governance and review our processes and procedures in light of such developments. We comply with the rules and regulations promulgated by the Securities and Exchange Commission and the New York Stock Exchange, and implement other corporate governance practices that we believe are in the best interest of us and our shareholders.

·

•Code of Business Conduct and Ethics. We have adopted a Code of Business Conduct and Ethics that applies to each of our employees including our Principal Executive Officer and senior members of our finance department. Our Code of Business Conduct and Ethics is posted on our Corporate Governance pagethe “Investors” sub-page of our website located at www.entercom.com.  We will provide a paper copy of the Code of Business Conduct and Ethics upon any request by a shareholder.

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www.audacyinc.com/investors/corporate-governance.


·•Board Committee Charters. Each of our Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee has a committee charter as required by the rules of the New York Stock Exchange. These committee charters are posted on our Corporate Governance pagethe “Investors” sub-page of our website located at www.entercom.com.  We will provide a paper copy of any one or more of such charters upon any request by a shareholder.

·www.audacyinc.com/investors/corporate-governance.


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•Corporate Governance Guidelines. Our Board of Directors has established certain Corporate Governance Guidelines as required by the rules of the New York Stock Exchange. These guidelines are posted on our Corporate Governance pagethe “Investors” sub-page of our website located at www.entercom.com.  We will provide a paper copy of our Corporate Governance Guidelines upon any request by a shareholder.

·www.audacyinc.com/investors/corporate-governance.


•Policies and Procedures for Complaints Regarding Accounting, Internal Accounting Controls, Fraud or Auditing Matters. We have established certain policies and procedures through which employees may report concerns regarding accounting, internal accounting controls, fraud or auditing matters. A copy of our policy is posted on our Corporate Governance pagethe “Investors” sub-page of our website located at www.entercom.com.

INCORPORATION BY REFERENCE OF www.audacyinc.com/investors/corporate-governance (Select “CorporateGovernance”).



ANNUAL REPORT

We have filed our Annual Report on Form 10-K for the year ended December 31, 2008 with the United States Securities and Exchange Commission (“SEC”).  It is available at the SEC’s website at www.sec.gov.  We hereby incorporate by reference into this Proxy Statement the following information contained in our Annual Report on Form 10-K for the year ended December 31, 2008: (i) Item 6 (“Selected Financial Data”); (ii) Item 7 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”); (iii) Item 7A (“Qualitative and Quantitative Disclosures about Market Risk”); (iv) Item 8 (“Financial Statements and Supplementary Data”); and (v) Item 9 (“Changes in and Disagreements with Accountants on Accounting and Financial Disclosure”).

ANNUAL REPORT


We are mailingmaking available a copy of our 20082022 Annual Report together with this proxy statement to shareholders of record on the annual meeting record date.


HOUSEHOLDING

    Brokers, banks and other nominees may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of the Company’s Proxy Statement or Annual Report may have been sent to multiple stockholders in your household. Any shareholder who desires an additionala separate copy, may obtain it, without charge, by addressingof either document may address a request to the Corporate Secretary, Entercom Communications Corp.Audacy, Inc., 401 City Avenue, Suite 809, Bala Cynwyd,2400 Market Street, 4th Floor, Philadelphia, Pennsylvania 19004.

19103.


By Order of the Board of Directors,

John C. Donlevie

Secretary

Bala Cynwyd, Pennsylvania

March     , 2009

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Appendix A

Entercom Equity Compensation Plan


ENTERCOM

EQUITY COMPENSATION PLAN

(As Amended Through February 10, 2009)(1)

The purpose of the Entercom Equity Compensation Plan (the “Plan”) is to provide (i) designated employees of Entercom Communications Corp. (the “Company”) and its subsidiaries, (ii) certain consultants and advisors who perform services for the Company or its subsidiaries and (iii) non-employee members of the Board of Directors,

etm-20230324_g1.jpg
Andrew P. Sutor, IV
Secretary



Philadelphia, Pennsylvania
April 11, 2023

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Appendix A

ARTICLES OF AMENDMENT
TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AUDACY, INC.

1.The name of the Company (the “Board”) withCorporation is Audacy, Inc. (hereinafter referred to as the opportunity to receive grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock or restricted stock units. “Corporation”).

2.The Company believes that the Plan will enhance the incentive for participants to contribute materially to the growthlocation and post office address of the Company, thereby benefiting the Company and the Company’s shareholders, and will align the economic interestsregistered office of the participants with thoseCorporation in the Commonwealth of Pennsylvania is c/o CT Corporation System. The registered office of the shareholders.

1.                                       Administration

(a)Committee. The Plan shall be administered and interpreted by a committee appointed by the Board (the “Committee”). The Committee shall consist of two or more persons who may be “outside directors” as defined under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) and related Treasury regulations and “non-employee directors” as defined under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, the Board may retain the right to ratify, approve or amend any grants as it deems appropriate. If the Board requires ratification or approval of a grant and the grant is not ratified or approved by the Board, such grant shall not be effective. Before an initial public offering of the Company’s stock as described in Section 21(b) (a “Public Offering”), the Plan may be administered by the Board. If the Board administers the Plan during a period prior to a Public Offering, references in the Plan to the “Committee”Corporation shall be deemed for venue and official publication purposes to refer to the Board during but only for such period.

(b)Committee Authority. Subject to ratification or approval by the Board if the Board retains such right pursuant to subsection (a) above, the Committee shall have the sole authority to (i) determine the individuals to whom grants shall be madelocated in Dauphin County.


3.The Corporation was incorporated under the Plan, (ii) determine the type, size and termsprovisions of the grants to be made to each such individual, (iii) determine the time when grants will be made and the commencement and durationBusiness Corporation Law, Act of any applicable exercise or restriction period, including the criteria for exercisability and the accelerationMay 5, 1933, as amended. The date of exercisability and (iv) deal with any other matters arising under the Plan.

(c)Committee Determinations. Subject to ratification, approval orits incorporation is on October 21, 1968.


4.This amendment by the Board if the Board retains such right pursuant to subsection (a) above, the Committee shall have

(1)               Section 21(f) was adopted by the Board of Directors on February 10, 2009 and is subject to shareholder approval.


full power and authority to administer and interpret the Plan, to make factual determinations and to adopt or amend such rules, regulations, agreements and instruments for implementing the Plan and for the conductCorporation by action of its board of directors and shareholders under 15 Pa.C.S. § 1914.


5. Effective on the next business as it deems necessary or advisable, in its sole discretion. Subject to ratification, approval or amendment byday following the Board if the Board retains such right pursuant to subsection (a) above, the Committee’s interpretationsfiling of these Articles of Amendment, Article EIGHTH of the PlanCorporation’s Amended and all determinations made byRestated Articles of Incorporation is hereby amended and restated to read as follows:

Upon the Committeeeffectiveness (the “Effective Time”) pursuant to the powers vested in it hereunder shall be conclusive and binding on all persons having any interest in the Plan or in any awards granted hereunder. All powersPennsylvania Business Corporation Law, as amended, of the Committee shall be executed in its sole discretion, in the best interestArticles of Amendment to these Amended and Restated Articles of Incorporation of the Company, not as a fiduciary, and in keeping withCorporation, the objectives of the Plan and need not be uniform as to similarly situated individuals.

(d)Delegation of Authority. Notwithstanding the foregoing, the Committee may delegate to the Chief Executive Officer of the Company the authority to make grants under the Plan to employees and Key Advisors (as defined herein) of the Company and its subsidiaries who are not subject to the restrictions of Section 16(b) of the Exchange Act and who are not expected to be subject to the limitations of Section 162(m) of the Code. The grant of authority under this subsection 1(d) shall be subject to such conditions and limitations as may be determined by the Committee, subject to ratification and approval by the Board if the Board retains such right pursuant to subsection (a) above. If the Chief Executive Officer makes grants pursuant to the delegated authority under this subsection (d), references in the Plan to the “Committee,” as they relate to making such grants (but not to the subsequent administration of such grants), shall be deemed to refer to the Chief Executive Officer.

2.                                       Shares Subject to the Plan and Types of Grants

Before a Public Offering, awards may be made under the Plan with respect to shares of non-voting common stock of the Company, and after a Public Offering, awards may be made with respect to shares of Class A common stockCommon Stock and Class B Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any further action on the part of the Company. The term “Company Stock” means, before a Public Offering, non-voting common stockCorporation or any of the Companyrespective holders thereof, be reclassified, combined and after a Public Offering,converted into shares of fully paid and nonassessable Class A common stock of the Company. Awards under the Plan may consist of grants of (a) incentive stock options as described in Section 5 (“IncentiveCommon Stock Options”), (b) nonqualified stock options as described in Section 5 (“Nonqualifiedand Class B Common Stock, Options”) (Incentive Stock Options and Nonqualified Stock Options are collectively referred to as “Options”), (c) restricted stock as described in Section 6 (“Restricted Stock”), (d) stock appreciation rights as described in Section 7 (“SARs”) and (e) restricted stock units as described in Section 8 (“Restricted Stock Units”) (all such awards being hereinafter collectively referred to as “Grants”). All Grants shall berespectively, subject to the termstreatment of fractional share interests as described below, at a ratio determined by the committee of the Board of Directors established for such purpose between one-for two and conditions set forth hereinone-for 30 (the “Reverse Stock Split Ratio”) in order to retain the listing of the Class A Common Stock on the New York Stock Exchange, and based on closing bid prices of the Class A Common Stock prior to such other terms and conditions consistent with this Plan as the Committee deems appropriate and as are specified in writing by the Committee to the individual in a grant instrument or an amendment to the grant instrument made in conformance with the Plan (the “Grant Instrument”).determination. The Committee shall approve the form and provisions of each Grant Instrument. Grants under a particular Sectionreclassification of the Plan need notClass A Common Stock and Class B Common Stock will be uniform as amongdeemed to occur at the Grantees (as defined below) or among any class or grouping of Grantees.

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3.                                       Limitations onEffective Time. From and after the Number of Shares Subject to the Plan

(a)Limitations. The aggregate number ofEffective Time, certificates and records representing shares of CompanyClass A Common Stock that may be issued or transferred pursuantand Class B Common Stock prior to Grants under the Plansuch reclassification shall be 8,500,000(2) subject to adjustment as described in subsection (b) below. In addition to the foregoing, subject to adjustment as described in subsection (b) below, commencing on January 1, 2006 and each anniversary thereafter during the term of the Plan,represent the number of shares of CompanyClass A Common Stock that mayand Class B Common Stock, respectively, into which such Class A Common Stock and Class B Common Stock prior to such reclassification shall have been reclassified pursuant to the Articles of Amendment. No fractional shares shall be issued or transferred pursuantin connection herewith and, in lieu thereof, any shareholder who would otherwise be entitled to Grants under the Plan shall be increased by (i) 1,500,000 sharesreceive a fractional share of CompanyClass A Common Stock or (ii)Class B Common Stock shall instead be entitled to receive a lesser amount determinedcash payment equal to the fraction of a share of Class A Common Stock or Class B Common Stock to which such shareholder would otherwise be entitled multiplied by the Board. As a further limitation, subject to adjustment as described in subsection (b) below, the aggregate number of shares of Company Stock that may be subject to Grants of Incentive Stock Options shall not exceed 1,850,000 shares, and the aggregate number of shares of Company Stock that may be subject to Restricted Stock Grants and Restricted Stock Unit Grants shall not exceed 3,000,000(3). Subject to adjustment as described in subsection (b) below, the aggregate number of shares of Company Stock that may be subject to Grants made under the Plan to any individual during any calendar year shall not exceed 925,000 shares. The shares may be authorized but unissued shares of Company Stock or reacquired shares of Common Stock, including shares purchased by the Company on the open market for purposes of the Plan. If and to the extent Options or SARs granted under the Plan terminate, expire or are canceled, forfeited, exchanged or surrendered without having been exercised, or if any shares of Restricted Stock are forfeited, or if any Restricted Stock Units granted under the Plan are forfeited, the shares subject to such Grants shall again be available for purposes of the Plan.

(b)Adjustments. If there is any change in the number or kind of shares of Company Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation in which the Company is the surviving corporation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding Company Stock without the Company’s receipt of consideration, or if the value of outstanding shares of Company Stock is substantially reduced as a result of a spinoff or the Company’s payment of an extraordinary dividend or distribution, the maximum number of shares of Company Stock available for Grants, the maximum number of shares of Company Stock that any individual participating in the Plan may be granted in any year, the maximum number of shares of Company Stock that may be subject to Restricted Stock Grants and Restricted Stock Unit Grants, the maximum number of shares of Company Stock that may be subject to Incentive Stock Options, the number of shares covered by outstanding Grants, the kind of shares issued under the Plan, and theclosing price per share of such Grants shall be appropriately adjusted by the Committee to reflect any increase or decrease inClass A Common Stock on the numberNew York Stock Exchange at the close of or change inbusiness on the kind or value of, issued shares of Company Stock to preclude,date prior to the extent practicable, the enlargement or dilution of rights and benefits under such Grants; provided, however, that any fractional shares

(2)             Increased by 1,135,011 shares, from 7,364,989 to 8,500,000 by approval of the Board on February 22, 2005, and the Company’s shareholders on May 6, 2005.

(3)             Increased by 1,000,000 shares, from 2,000,000 to 3,000,000 by approval of the Board on February 19, 2008, and the Company’s shareholders on May 13, 2008.

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resulting from such adjustment shall be eliminated. Any adjustmentsEffective Time. The Reverse Stock Split Ratio determined by the Committeecommittee shall be final, binding and conclusive.

(c)                                 Provisions Applicable to Section 162(m) Participants

(i)                                     The Committee,disclosed in its discretion, may determine whether a Grant is to qualify as performance-based compensation as described in Section 162(m)(4)(C) ofCurrent Report on Form 8-K filed by the Code.

(ii)                                  Notwithstanding anything in the Plan to the contrary, the Committee (provided it is comprised solely of two or more “outside directors” as defined under Section 162(m) of the Code) may award any Grant to a Section 162(m) Participant, including Restricted Stock and Restricted Stock Units the restrictions with respect to which lapse upon the attainment of performance goals which are related to one or more of the Performance Criteria.

(iii)                               To the extent necessary to complyCorporation with the performance-based compensation requirements of Section 162(m)(4)(C) of the Code, with respect to any Restricted StockSecurities and Restricted Stock Units granted under the Plan to one or more Section 162(m) Participants, no later than ninety (90) days following the commencement of any fiscal year in question or any other designated fiscal period or period of service (or such other time as may be required or permitted by Section 162(m) of the Code), the Committee shall, in writing, (i) designate one or more Section 162(m) Participants, (ii) select the Performance Criteria applicable to the fiscal year or other designated fiscal period or period of service, (iii) establish the various performance targets, in terms of an objective formula or standard, and amounts of such Restricted Stock which may be earned for such fiscal year or other designated fiscal period or period of service, and (iv) specify the relationship between Performance Criteria and the performance targets and the amounts of Restricted Stock or Restricted Stock Units to be earned by each Section 162(m) Participant for such fiscal year or other designated fiscal period or period of service. Following the completion of each fiscal year or other designated fiscal period or period of service, the Committee shall certify in writing whether the applicable performance targets have been achieved for such fiscal year or other designated fiscal period or period of service. In determining the amount earned by a Section 162(m) Participant, the Committee shall have the right to reduce (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant to the assessment of individual or corporate performance for the fiscal year or other designated fiscal period or period of service.

(iv)                              Furthermore, notwithstanding any other provision of the Plan, any Grant awarded to a Section 162(m) Participant and that is intended to qualify as performance-based compensation as described in Section 162(m)(4)(C) of the Code shall be subject to any additional limitations set forth in Section 162(m) of the Code (including any amendment to Section 162(m) of the Code) or any regulations or rulings issued thereunder that are requirements for qualification as performance-based compensation as described in Section 162(m)(4)(C) of the Code, and the Plan shall be deemed amended to the extent necessary to conform to such requirements.

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(v)                                For purposes of the Plan,

(A)                              “Performance Criteria” shall mean the following business criteria with respect to the Company, any subsidiary or any division or operating unit: (a) net income, (b) pre-tax income, (c) operating income, (d) cash flow, (e) earnings per share, (f) return on equity, (g) return on invested capital or assets, (h) cost reductions or savings, (i) funds from operations, (j) appreciation in the fair market value of Company Stock, (k) total shareholder returns(4) and (l) earnings before any one or more of the following items: interest, taxes, depreciation or amortization; each as determined in accordance with generally accepted accounting principles or subject to such adjustments as may be specified by the Committee.

(B)                                “Section 162(m) Participant” shall mean any key Employee designated by the Committee as a key Employee whose compensation for the fiscal year in which the key Employee is so designated or a future fiscal year may be subject to the limit on deductible compensation imposed by Section 162(m) of the Code.

4.                                       Eligibility for Participation

(a)Eligible Persons. All employees of the Company and its subsidiaries (“Employees”), including Employees who are officers or members of the Board, and members of the Board who are not Employees (“Non-Employee Directors”) shall be eligible to participate in the Plan. Consultants and advisors who perform services for the Company or any of its subsidiaries (“Key Advisors”) shall be eligible to participate in the Plan if the Key Advisors are natural persons rendering bona fide services and such services are not in connection with the offer or sale of securities in a capital-raising transaction.

(b)Selection of Grantees. The Committee shall select the Employees, Non-Employee Directors and Key Advisors to receive Grants and shall determine the number of shares of Company Stock subject to a particular Grant in such manner as the Committee determines. Employees, Key Advisors and Non-Employee Directors who receive Grants under this Plan shall hereinafter be referred to as “Grantees.”

5.                                       Granting of Options

(a)Number of Shares. The Committee shall determine the number of shares of Company Stock that will be subject to each Grant of Options to Employees, Non-Employee Directors and Key Advisors.

(b)Type of Option and Price.

(i)                                    The Committee may grant Incentive Stock Options which are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code or Nonqualified Stock Options which are not intended so to qualify or any combination of Incentive

(4)              The performance criteria “total shareholder return” was approved by the Board of Directors on August 2, 2007 and the Company’s shareholders on May 13, 2008.

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Stock Options and Nonqualified Stock Options, all in accordance with the terms and conditions set forth herein. Incentive Stock Options may be granted only to Employees. Nonqualified Stock Options may be granted to Employees, Non-Employee Directors and Key Advisors.

(ii)                                  The purchase price (the “Exercise Price”) of Company Stock subject to an Option shall be determined by the Committee and may be equal to, greater than, or less than the Fair Market Value (as defined below) of a share of Company Stock on the date the Option is granted; provided, however, that (x) the Exercise Price of an Incentive Stock Option shall be equal to, or greater than, the Fair Market Value of a share of Company Stock on the date the Incentive Stock Option is granted; (y) an Incentive Stock Option may not be granted to an Employee who, at the time of grant, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary of the Company, unless the Exercise Price per share is not less than 110% of the Fair Market Value of Company Stock on the date of grant and (z) in the event that the Exercise Price of an Option is below the Fair Market Value per share on the date of grant, such Option may also include limitations regarding the exercise of such Option and may provide that such exercise is subject to certain terms and restrictions, including a prior election by the Grantee, to the extent such terms and restrictions are required so as not cause the Option or the shares of Company Stock issuable pursuant to the exercise of such Option to be includable in the gross income of the Grantee under Section 409A of the Code prior to such times or occurrence of such events, as permitted by the Code and the regulations and other guidance thereunder (including, without limitation, Section 409A of the Code, and the regulations and other guidance issued by the Secretary of the Treasury thereunder).

(iii)                               If the Company Stock is publicly traded, then the Fair Market Value per share shall be determined as follows: (x) if the principal trading market for the Company Stock is a national securities exchange or market, the last reported sale price thereof on the relevant date or (if there were no trades on that date or if the Committee determines otherwise in its discretion) the latest preceding date upon which a sale was reported, or (y) if the Company Stock is not principally traded on such exchange or market, the mean between the last reported “bid” and “asked” prices of Company Stock on the relevant date, as reported on Nasdaq or, if not so reported, as reported by the National Daily Quotation Bureau, Inc. or as reported in a customary financial reporting service, as applicable and as the Committee determines. If the Company Stock is not publicly traded or, if publicly traded but not subject to reported transactions or “bid” or “asked” quotations as set forth above, the Fair Market Value per share shall be as determined by the Committee.

(c)Option Term. The Committee shall determine the term of each Option. The term of any Option shall not exceed ten years from the date of grant. However, an Incentive Stock Option which is granted to an Employee who, at the time of grant, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, or any parent or subsidiary of the Company, may not have a term that exceeds five years from the date of grant.

(d)Exercisability of Options. Options shall become exercisable in accordance with such terms and conditions, consistent with the Plan, as may be determined by the Committee and specified in the Grant Instrument. The Committee may accelerate the exercisability of any or all

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outstanding Options at any time for any reason, and such acceleration need not be uniform as among any class or grouping of Grantees. Notwithstanding the foregoing, a Nonqualified Stock Option intended to comply with Section 409A of the Code pursuant to Subsection (b)(ii) above shall be exercisable at such times as are permitted under Section 409A of the Code and shall not be accelerated to the extent such acceleration would not comply with Section 409A of the Code.

(e)Termination of Employment, Disability or Death.

(i)                                     Except as provided below, an Option may only be exercised while the Grantee is employed by, or providing service to, the Company as an Employee, Key Advisor or member of the Board. In the event that a Grantee ceases to be employed by, or provide service to, the Company for any reason other than a Disability (as defined in subsection (v) below), death, or termination for Cause (as defined in subsection (v) below), any Option which is otherwise exercisable by the Grantee shall terminate unless exercised within 90 days after the date on which the Grantee ceases to be employed by, or provide service to, the Company (or within such other period of time as may be specified by the Committee), but in any event no later than the date of expiration of the Option term. Except as otherwise provided by the Committee, any of the Grantee’s Options which are not otherwise exercisable as of the date on which the Grantee ceases to be employed by, or provide service to, the Company shall terminate as of the date such employment or service ceased.

(ii)                                  In the event the Grantee ceases to be employed by, or provide service to, the Company on account of a termination for Cause by the Company, any Option held by the Grantee shall terminate as of the date and time the Grantee ceases to be employed by, or provide service to, the Company. In addition, notwithstanding any other provisions of this Section 5, if the Grantee has engaged in conduct that constitutes Cause at any time while the Grantee is employed by, or providing service to, the Company or after the Grantee’s termination of employment or service, any Option held by the Grantee shall immediately terminate. In the event the Grantee has engaged in conduct that constitutes Cause, in addition to the immediate termination of all Grants, the Grantee shall automatically forfeit all shares underlying any exercised portion of an Option for which the Company has not yet delivered the share certificates, upon refund by the Company of the Exercise Price paid by the Grantee for such shares (subject to any right of setoff by the Company).

(iii)                               In the event the Grantee ceases to be employed by, or provide service to, the Company because the Grantee is Disabled, any Option which is otherwise exercisable by the Grantee shall terminate unless exercised within one year after the date on which the Grantee ceases to be employed by, or provide service to, the Company (or within such other period of time as may be specified by the Committee), but in any event no later than the date of expiration of the Option term. Except as otherwise provided by the Committee, any of the Grantee’s Options which are not otherwise exercisable as of the date on which the Grantee ceases to be employed by, or provide service to, the Company shall terminate as of the date such employment or service ceased.

(iv)                              If the Grantee dies while employed by, or providing service to, the Company or within 90 days after the date on which the Grantee ceases to be employed or provide service on account of a termination specified in Section 5(e)(i) above (or within such

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other period of time as may be specified by the Committee), any Option which is otherwise exercisable by the Grantee as of the date of his or her death shall terminate unless exercised within one year after the date on which the Grantee ceases to be employed by, or provide service to, the Company (or within such other period of time as may be specified by the Committee), but in any event no later than the date of expiration of the Option term. Except as otherwise provided by the Committee, any of the Grantee’s Options which are not otherwise exercisable as of the date on which the Grantee ceases to be employed by, or provide service to, the Company shall terminate as of the date such employment or service ceased.

(v)                                For purposes of this Section 5(e) and Section 6:

(A)                              The term “Company” shall mean the Company and its parent and subsidiary corporations.

(B)                                “Employed by, or provide service to, the Company” shall mean employment or service as an Employee, Key Advisor or member of the Board (so that, for purposes of exercising Options and SARs and satisfying conditions with respect to Restricted Stock and Restricted Stock Units, a Grantee shall not be considered to have terminated employment or service until the Grantee ceases to be an Employee, Key Advisor or member of the Board), unless the Committee determines otherwise in the Grant Instrument.

(C)                                “Disability” or “Disabled” shall mean a Grantee’s becoming disabled within the meaning of Section 22(e)(3) of the Code.

(D)                               “Cause” shall mean, except to the extent specified otherwise by the Committee or separately defined in a written employment or similar agreement between a Grantee and the Company, a finding by the Committee that, before or after termination of employment or service, the Grantee (i) has engaged in fraud, embezzlement, theft, commission of a felony or proven dishonesty in the course of his or her employment or service, (ii) has breached any provision of his or her employment or service contract with the Company, including, without limitation, any covenant against competition and/or raiding of the Company’s Employees, Non-Employee Directors or Key Advisors, or (iii) has disclosed trade secrets or confidential information of the Company to persons not entitled to receive such information.

(f)Exercise of Options. A Grantee may exercise an Option which has become exercisable, in whole or in part, by delivering a notice of exercise to the Company with payment of the Exercise Price. The Grantee shall pay the Exercise Price for an Option as specified by the Committee (x) in cash, (y) with the approval of the Committee, subject to such restrictions as the Committee deems appropriate, by delivering shares of Company Stock owned by the Grantee (including Company Stock acquired in connection with the exercise of an Option) and having a Fair Market Value on the date of exercise equal to the Exercise Price or (z) by such other method as the Committee may approve, including, after a Public Offering, payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board. Shares of Company Stock used to exercise an Option must, unless otherwise determined by the Committee, have been held by the Grantee for the requisite period of time to avoid adverse accounting or tax consequences to the Company with respect to the Option. The Grantee shall

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pay the Exercise Price and the amount of any withholding tax due (pursuant to Section 9) at the time of exercise.

(g)Limits on Incentive Stock Options. Each Incentive Stock Option shall provide that if the aggregate Fair Market Value of the stock with respect to which Incentive Stock Options are exercisable for the first time during any calendar year by a Grantee exceeds $100,000, then the Option, as to the excess, shall be treated as a Nonqualified Stock Option. For this purpose, the Fair Market Value of the stock shall be measured on the date of grant of the Option. All Incentive Stock Options granted to the Grantee under the Plan or any other stock option plan of the Company or a parent or subsidiary corporation shall be taken into consideration in determining whether the foregoing limit has been met. An Incentive Stock Option shall not be granted to any person who is not an employee of the Company or a parent or subsidiary (within the meaning of Section 424(f) of the Code) at the time of the grant.

6.                                       Restricted Stock Grants

The Committee may issue or transfer shares of Company Stock to an Employee, Non-Employee Director or Key Advisor under a Grant of Restricted Stock, upon such terms as the Committee deems appropriate. The following provisions are applicable to Restricted Stock:

(a)General Requirements. Shares of Company Stock issued or transferred pursuant to Restricted Stock Grants may be issued or transferred for consideration or for no consideration, as determined by the Committee. The Committee may establish conditions under which restrictions on shares of Restricted Stock shall lapse over a period of time or according to such other criteria as the Committee deems appropriate. The period of time during which the Restricted Stock will remain subject to restrictions will be designated in the Grant Instrument as the “Restriction Period.”

(b)Number of Shares. The Committee shall determine the number of shares of Company Stock to be issued or transferred pursuant to a Restricted Stock Grant and the restrictions applicable to such shares.

(c)Requirement of Employment or Service. If the Grantee ceases to be employed by, or provide service to, the Company (as defined in Section 5(e)) during a period designated in the Grant Instrument as the Restriction Period, or if other specified conditions are not met, the Restricted Stock Grant shall terminate as to all shares covered by the Grant as to which the restrictions have not lapsed, and those shares of Company Stock must be immediately returned to the Company. The Committee may, however, provide for complete or partial exceptions to this requirement as it deems appropriate.

(d)Restrictions on Transfer and Legend on Stock Certificate. During the Restriction Period, a Grantee may not sell, assign, transfer, pledge or otherwise dispose of the shares of Restricted Stock except to a Successor Grantee under Section 10(a). Each certificate for a share of Restricted Stock shall contain a legend giving appropriate notice of the restrictions in the Grant. The Grantee shall be entitled to have the legend removed from the stock certificate covering the shares subject to restrictions when all restrictions on such shares have lapsed. The Committee may determine that the Company will not issue certificates for shares of Restricted

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Stock until all restrictions on such shares have lapsed, or that the Company will retain possession of certificates for shares of Restricted Stock until all restrictions on such shares have lapsed.

(e)Right to Vote and to Receive Dividends. Unless the Committee determines otherwise, during the Restriction Period, the Grantee shall have the right to vote shares of Restricted Stock and to receive any dividends or other distributions paid on such shares, subject to any restrictions deemed appropriate by the Committee.

(f)Lapse of Restrictions. All restrictions imposed on Restricted Stock shall lapse upon the expiration of the applicable Restriction Period and the satisfaction of all conditions imposed by the Committee. The Committee may waive any or all restrictions and conditions of a Restricted Stock Grant. Unless otherwise determined by the Committee in the Grant Instrument, all restrictions imposed on Restricted Stock shall lapse upon the Grantee’s death.

(g)Deferral Elections by Grantees. The Committee may permit a Grantee to elect to defer the receipt of all or a percentage of the shares of Restricted Stock that would otherwise be transferred to the Grantee on the future vesting of such shares (the “Deferred Shares”). Such election shall be made on the form attached hereto as Exhibit “A” (the “Election Form”) and shall be filed with the Committee at any time on or before the December 31st of the yearExchange Commission prior to the year in which such Grantee is scheduled to become vested in his or her Deferred Shares or such earlier date as may be required to comply with Section 409AEffective Time.


[Signature Page Follows]












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IN TESTIMONY WHEREOF, the undersigned corporation has caused these articles of the Code, and the regulations and other guidance issued by the Secretary of the Treasury thereunder. All such deferral elections shall be subject to the following rules and procedures:

(i)                                    Recordkeeping. The Committee shall establish and maintain an individual account in the name of each Grantee who files an Election Form and shall credit to such account cash dividends, if any, that are paid on the Deferred Shares after the restrictions on the Deferred Shares have lapsed. On the last day of each fiscal year of the Company, the Committee shall credit earnings to the balance of the Grantee’s account at a rate of interest as determined from time to time by the Committee in its sole discretion.

(ii)                                 Distributions of Deferred Shares. The Committee shall distribute the Grantee’s Deferred Shares, and earnings thereon, in accordance with the Participant’s Election Form and the terms of the Plan. All distributions made by the Committee pursuant to elections made by the Grantee hereunder shall be subject to applicable federal, state and local tax withholding and to such other deductions as shall at the time of such payment be required under any income tax or other law, whether of the United States or any other jurisdiction, and, in the case of payments to a beneficiary, the delivery to the Committee of all necessary documentation as may be required by the Committee. Within two and one half months after receiving notice of a Grantee’s death or Qualified Disability, the Committee shall distribute any balance of the Grantee’s Deferred Shares, and earnings thereon, to the Grantee’s designated beneficiary, if living, or if such designated beneficiary is deceased or the Grantee fails to designate a beneficiary, to the Grantee’s estate. If the Grantee ceases to provide service to the Company for a reason other than the Grantee’s death or Qualified Disability, the Grantee’s Deferred Shares (to the extent vested) and earnings thereon shall be distributed to the Grantee in a lump sum at such time as elected by the Grantee in his or her Election Form which times shall be limited to the following events:

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(A)                              a date specified in such election,

(B)                               the termination of a Grantee,

(C)                               an Unforeseeable Emergency of such Grantee; or

(D)                               a Change in Control.

The distribution provisions of a Grantee’s Election Form may be changed by the Grantee at any time provided the change is made at least twelve months prior to the date on which the Deferred Shares, and the earnings thereon, are distributable to the Grantee and provided further that any such change results in the earliest distribution of the Deferred Shares, and any earnings, occurring not earlier than five years following the original scheduled distribution date or otherwise complies with Section 409A of the Code, and the regulations and other guidance issued by the Secretary of the Treasury thereunder.

(iii)                              Rights to Deferred Shares and Earnings. A Grantee may not assign his or her claim to Deferred Shares, and the earnings thereon, during his or her lifetime, except in accordance with Section 10 of the Plan. A Grantee’s right to Deferred Shares and earnings thereon shall at all times constitute an unsecured promise of the Company to pay benefits as they come due. The right of the Grantee or his or her beneficiary to receive benefits hereunder shall be solely an unsecured claim against the general assets of the Company. Neither the Grantee nor his or her beneficiary shall have any claim against or rights in any specific assets or other fund of the Company.

(iv)                             Issuance of and Voting of Deferred Shares. In no event shall the Company issue certificates for Deferred Shares until such shares are distributed to the Grantee (or his or her designated beneficiary). In no event shall a Grantee have the right to vote Deferred Shares until such shares are distributed to the Grantee.

(h)Definitions. For purposes of this Section 6 and Section 7, the “Unforeseeable Emergency” of a Grantee shall mean a severe financial hardship to such Grantee resulting from:  (i) an illness or accident of such Grantee, or the spouse or a dependent (as defined in Section 152(a) of the Code) of such Grantee, (ii) the loss of such Grantee’s property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of such Grantee. For purposes of this Section 6 and Section 7, “Qualified Disability” shall mean the Grantee is “disabled,” as such term is defined in Section 409A of the Code, and the regulations and other guidance issued by the Secretary of the Treasury thereunder. For purposes of this Section 6 and Section 7, “Change in Control” shall mean a change in control as defined as in Section 409A of the Code, and the regulations and other guidance issued by the Secretary of the Treasury thereunder.

7.                                      Stock Appreciation Rights

(a)General Requirements. The Committee may grant SARs to an Employee, Non-Employee Director or Key Advisor separately or in tandem with any Option (for all or a portion of the applicable Option). Tandem SARs may be granted either at the time the Option is granted or at any time thereafter while the Option remains outstanding; provided, however, that, in the

11


case of an Incentive Stock Option, SARs may be granted only at the time of the Grant of the Incentive Stock Option. The Committee shall establish the base amount of the SAR at the time the SAR is granted. The base amount of each SAR shall be equal to the per share Exercise Price of the related Option or, if there is no related Option, the Fair Market Value of a share of Company Stock as of the date of Grant of the SAR.

(b)Tandem SARs. In the case of tandem SARs, the number of SARs granted to a Grantee that shall be exercisable during a specified period shall not exceed the number of shares of Company Stock that the Grantee may purchase upon the exercise of the related Option during such period. Upon the exercise of an Option, the SARs relating to the Company Stock covered by such Option shall terminate. Upon the exercise of SARs, the related Option shall terminate to the extent of an equal number of shares of Company Stock.

(c)Exercisability. An SAR shall be exercisable during the period specified by the Committee in the Grant Instrument and shall be subject to such vesting and other restrictions as may be specified in the Grant Instrument. The Committee may accelerate the exercisability of any or all outstanding SARs at any time for any reason, and such acceleration need not be uniform as among any class or grouping of Grantees; provided however, that the terms regarding the issuance of payments pursuant to an SAR for cash shall not be amended, modified or terminated in any manner which permits the acceleration of the time or schedule of such issuance of cash. SARs may only be exercised while the Grantee is employed by, or providing service to, the Company or during the applicable period after termination of employment or service as described in Section 5(e) with respect to Options, and such exercise shall be under and subject to all of the limitations and termination and forfeiture provisions applicable to Options under Section 5(e), including without limitation forfeiture of any SARs and the release of any obligations of the Company to respond to the exercise of any SARs under the circumstances set forth in Section 5(e)(ii). A tandem SAR shall be exercisable only during the period when the Option to which it is related is also exercisable.

(d)Value of SARs and Time of Distribution. When a Grantee exercises SARs, the Grantee shall receive in settlement of such SARs an amount equal to the value of the stock appreciation for the number of SARs exercised, payable in cash, Company Stock or a combination thereof.

(e)Stock Appreciation Amount. The stock appreciation for an SAR is the amount by which the Fair Market Value of the underlying Company Stock on the date of exercise of the SAR exceeds the base amount of the SAR as described in Subsection (a).

(f)Form of Payment. The Committee shall determine whether the appreciation in an SAR shall be paid in the form of cash, shares of Company Stock, or a combination of the two, in such proportion as the Committee deems appropriate. For purposes of calculating the number of shares of Company Stockamendment to be received, shares of Company Stock shall be valued at their Fair Market Value on the date of exercise of the SAR. If shares of Company Stock are to be received upon exercise of an SAR, only whole shares of Company Stock (rounded down to the nearest whole share) shall be issued.

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8.                                      Restricted Stock Units.

The Committee is authorized to make Grants of Restricted Stock Units to any Employee, Non-Employee Director or Key Advisor selected by the Committee in such amounts and subject to such terms and conditions as determined by the Committee.  At the time of grant, the Committee shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate.  At the time of grant, the Committee shall specify the maturity date applicable to each grant of Restricted Stock Units which shall be no earlier than the vesting date or dates of the Grant and may be determined at the election of the grantee; provided, that the terms and provisions of such Grant and such election, if any, comply with Section 409A of the Code, and the regulations and other guidance issued by the Secretary of the Treasury thereunder.  On the maturity date, the Company shall transfer to the Grantee one unrestricted, fully transferable share of Company Stock for each Restricted Stock Unit scheduled to be paid out on such date and not previously forfeited.

9.                                      Withholding of Taxes(5)

(a)Required Withholding.  All Grants under the Plan shall be subject to applicable federal (including FICA), state and local tax withholding requirements.  Notwithstanding the provisions of Section 9(b), the Company may at any time, from time to time, require that the Grantee or other person receiving or exercising Grants pay to the Company the amount of any federal, state or local taxes that the Company is required to withhold with respect to such Grants and may require such payment as a precondition for awarding or exercising such Grant, or the Company may deduct from other wages paid by the Company the amount of any withholding taxes due with respect to such Grants.

(b)Withhold Shares.  Subject to any requirement imposed by the Committee pursuant to Section 9(a), unless a Grantee elects otherwise, a Grantee shall satisfy the Company’s income and employment tax withholding obligation with respect to an Option, SAR Restricted Stock or Restricted Stock Unit by having the Company withhold that number of shares having a Fair Market Value equal to the minimum amount required to be withheld based on the statutory withholding rates for federal and state tax purposes that apply to supplemental taxable income (“Net Withholding”).  The Fair Market Value of the shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined.  Any electionsigned by a Grantee to satisfy tax withholding other than through Net Withholding must be in a form and manner prescribed by the Company and shall be subject to the prior approval of the Company.

10.                                Transferability of Grants

(a)Nontransferability of Grants. Except as provided below, only the Grantee may exercise rights under a Grant during the Grantee’s lifetime. A Grantee may not transfer those rights except by will or by the laws of descent and distribution or, with respect to Grants other than Incentive Stock Options, if permitted in any specific case by the Committee, pursuant to a

duly authorized officer thereof on _____, 2023.

(5)               This Section was amended in its entirety February 13, 2007.

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Audacy, Inc.


By: _____________________________
Name:
Title:

74


domestic relations order (as defined under the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the regulations thereunder). When a Grantee or permitted transferee dies, the personal representative or other person entitled to succeed to the rights of the Grantee or permitted transferee (“Successor Grantee”) may exercise such rights. A Successor Grantee must furnish proof satisfactory to the Company of his or her right to receive the Grant under the Grantee’s will or under the applicable laws of descent and distribution.

(b)Transfer of Nonqualified Stock Options. Notwithstanding the foregoing, the Committee may provide, in a Grant Instrument, that a Grantee may transfer as a gift Nonqualified Stock Options to family members, one or more trusts for the benefit of family members, or one or more partnerships of which family members are the only partners, according to such terms as the Committee may determine; provided that the Grantee receives no consideration for the transfer of an Option and the transferred Option shall continue to be subject to the same terms and conditions as were applicable to the Option immediately before the transfer.

11.                                Shareholder Agreement

Prior to a Public Offering, the Committee shall, as a condition to any Grant, require that a Grantee become a party to a shareholder agreement with respect to any Grants and any Company Stock that may be obtained pursuant thereto. Such shareholder agreement shall contain the terms of any then existing shareholder agreement and/or any terms which the Committee deems appropriate.

12.                                Change of Control of the Company

As used herein, a “Change of Control” shall be deemed to have occurred if:

(a)                                  Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) (other than persons who are shareholders of the Company on the date the Plan is adopted) becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of all votes required to elect a majority of the Board, provided that a Change of Control shall not be deemed to occur as a result of a change of ownership resulting from the death of a shareholder;

(b)                                 The consummation by the Company of (i) a merger or consolidation of the Company with another corporation where the shareholders of the Company, immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such shareholders to more than 50% of all votes required to elect a majority of the board of directors of the surviving corporation or (ii) the consummation of an agreement (or agreements) providing for the sale or disposition by the Company of all or substantially all of the assets of the Company;

(c)                                  The shareholders of the Company approve an agreement providing for a liquidation or dissolution of the Company; or

(d)                                 After a Public Offering, any person has completed a tender offer or exchange offer for shares representing more than 50% of all votes required to elect a majority of the Board.

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13.                                Consequences of a Change of Control

(a)Notice and Acceleration. Upon a Change of Control, unless the Committee determines otherwise, (i) the Company shall provide each Grantee with outstanding Grants written notice of such Change of Control, (ii) all outstanding Options and SARs shall automatically accelerate and become fully exercisable and (iii) the restrictions and conditions on all outstanding Restricted Stock and Restricted Stock Units shall immediately lapse.

(b)Assumption of Grants. Upon a Change of Control where the Company is not the surviving corporation (or survives only as a subsidiary of another corporation), unless the Committee determines otherwise, all outstanding Options and SARs that are not exercised, and all Restricted Stock Units that have not vested, shall be assumed by, or replaced with comparable options, rights and restricted stock units, respectively, by the surviving corporation.

(c)Other Alternatives. Notwithstanding the foregoing, subject to subsection (d) below, in the event of a Change of Control, the Committee may take one or both of the following actions: the Committee may (i) require that Grantees surrender their outstanding Options, SARs and Restricted Stock Units in exchange for a payment by the Company, in cash or Company Stock as determined by the Committee, in an amount equal to (A) the amount by which the then Fair Market Value of the shares of Company Stock subject to the Grantee’s unexercised Options and SARs exceeds the Exercise Price of the Options or the base amount of the SARs, as applicable, or (B) the amount of the then Fair Market Value of the shares of Company Stock subject to the Grantee’s unvested Restricted Stock Units or (ii) after giving Grantees an opportunity to exercise their outstanding Options and SARs, terminate any or all unexercised Options and SARs, and any or all unvested Restricted Stock Units, at such time as the Committee deems appropriate. Such surrender or termination shall take place as of the date of the Change of Control or such other date as the Committee may specify.

(d)Committee. The Committee making the determinations under this Section 13 following a Change of Control must be comprised of the same members as those on the Committee immediately before the Change of Control. If the Committee members do not meet this requirement, the automatic provisions of subsections (a) and (b) shall apply, and the Committee shall not have discretion to vary them (except to the extent Grants are rescinded pursuant to subsection (e) below).

(e)Limitations. Notwithstanding anything in the Plan to the contrary, in the event of a Change of Control, (i) the Committee (including the Committee in place before a Change of Control and any Committee convened after a Change of Control) shall not have the right to take any actions described in the Plan (including without limitation actions described in Subsection (c) above) that would make the Change of Control ineligible for pooling of interests accounting treatment or that would make the Change of Control ineligible for desired tax treatment if, in the absence of such right, the Change of Control would qualify for such treatment and the Company (or, if applicable, the successor entity) intends to use such treatment with respect to the Change of Control, and (ii) without limiting the foregoing, in such event, the Committee may rescind any Grants (whether or not vested or exercisable) that would impair the use of pooling of interests accounting treatment, as determined by the Company’s certified public accountants.

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PROXYPROXY

14.                                Limitations on Issuance or Transfer of Shares

No Company Stock shall be issued or transferred in connection with any Grant hereunder unless and until all legal and contractual restrictions applicable to the issuance or transfer of such Company Stock have been complied with to the satisfaction of the Committee. The Committee shall have the right to condition any Grant made to any Grantee hereunder on such Grantee’s undertaking in writing to comply with such restrictions on his or her subsequent disposition of such shares of Company Stock as the Committee shall deem necessary or advisable as a result of (i) any applicable law, regulation or official interpretation thereof, or (ii) the provisions of any stockholder agreement concerning Company Stock, and certificates representing such shares shall be legended to reflect any such restrictions. Certificates representing shares of Company Stock issued or transferred under the Plan will be subject to such stop-transfer orders and other restrictions as may be required by applicable laws, regulations and interpretations, including any requirement that a legend be placed thereon.

15.                                Amendment and Termination of the Plan

(a)Amendment. The Board may amend or terminate the Plan at any time; provided, however, that the Board shall not amend the Plan without shareholder approval if such approval is required in order for Incentive Stock Options granted or to be granted under the Plan to meet the requirements of Section 422 of the Code or if, after a Public Offering, such approval is required in order to exempt compensation under the Plan from the deduction limit under Section 162(m) of the Code.

(b)Termination of Plan. No additional Grants shall be made under the Plan after January 20, 2015 or such earlier date as may be determined by the Board. The Plan may be extended by the Board with the approval of the shareholders.

(c)Termination and Amendment of Outstanding Grants. A termination or amendment of the Plan that occurs after a Grant is made shall not materially impair the rights of a Grantee unless the Grantee consents or unless the Committee acts under Section 21(b). The termination of the Plan shall not impair the power and authority of the Committee with respect to an outstanding Grant. Whether or not the Plan has terminated, an outstanding Grant may be terminated or amended under Section 21(b) or may be amended by agreement of the Company and the Grantee consistent with the Plan.

(d)Governing Document. The Plan shall be the controlling document. No other statements, representations, explanatory materials or examples, oral or written, may amend the Plan in any manner. The Plan shall be binding upon and enforceable against the Company and its successors and assigns.

16.                                Savings Clause

(a)                                  Notwithstanding anything to the contrary in the Plan or any Grant, if and to the extent the Committee shall determine that the terms of any Grant may result in the failure of such Grant to comply with the requirements of Section 409A of the Code, or any applicable regulations or guidance promulgated by the Secretary of the Treasury in connection therewith,

16


the Committee shall have authority to take such action to amend, modify, cancel or terminate the Plan or any Grant as it deems necessary or advisable, including without limitation:

(i)                                     amendment or modification of the Plan or any Grant to conform the Plan or such Grant to the requirements of Section 409A of the Code or any regulations or other guidance thereunder (including, without limitation, any amendment or modification of the terms of any Grant regarding vesting, exercise, or the timing or form of payment).

(ii)                                  cancellation or termination of any unvested Grant, or portion thereof, without any payment to the Grantee holding such Grant.

(iii)                               cancellation or termination of any vested Grant, or portion thereof, with immediate payment to the Grantee holding such Grant of the amount otherwise payable upon the immediate exercise of any such Grant, or vested portion thereof, by such Grantee.

(b)                                 Any such amendment, modification, cancellation, or termination of the Plan or any Grant may adversely affect the rights of a Grantee with respect to such Grant without the Grantee’s consent

17.                                Funding of the Plan

This Plan shall be unfunded and is not intended to be subject to the Employee Retirement Income Security Act of 1974, as amended. No provision contained herein shall be construed to require that (i) the Company be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Grants under this Plan, or (ii) interest be paid or accrued on any Grant or on any subsequent distribution of Company Stock, payment of cash, release or lapse of any restrictions on Company Stock, or any other distribution or payment of property or cash pursuant to the exercise of any rights provided by any Grants.

18.                                Rights of Participants

Nothing in this Plan shall entitle any Employee, Key Advisor, Non-Employee Director or other person to any claim or right to be awarded a Grant under this Plan. Neither this Plan nor any action taken hereunder shall be construed as giving any individual any rights to be retained by or in the employ of the Company or any other employment rights.

19.                                No Fractional Shares

No fractional shares of Company Stock shall be issued or delivered pursuant to the Plan or any Grant. The Committee shall determine whether cash, other awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be disregarded or otherwise eliminated.

20.                                Headings

Section headings are for reference only. In the event of a conflict between a title and the content of a Section, the content of the Section shall control.

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21.                                 Effective Date of the Plan

(a)Effective Date. Subject to approval by the Company’s shareholders, the Plan was originally effective on JunePRELIMINARY COPY DATED MARCH 24, 1998. Effective February 22, 2005, subject to the approval of the shareholders, the Plan was amended and restated and extended until January 20, 2015.

(b)Public Offering. The provisions of the Plan that refer to a Public Offering, or that refer to, or are applicable to persons subject to, Section 16 of the Exchange Act or Section 162(m) of the Code, shall be effective, if at all, upon the effective date of the initial registration of the Company Stock under Section 12(g) of the Exchange Act.

22.                                 Miscellaneous

(a)Grants in Connection with Corporate Transactions and Otherwise. Nothing contained in this Plan shall be construed to (i) limit the right of the Committee to make Grants under this Plan in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of the business or assets of any corporation, firm or association, including Grants to employees thereof who become Employees of the Company, or for other proper corporate purposes, or (ii) limit the right of the Company to grant stock options or make other awards outside of this Plan. Without limiting the foregoing, the Committee may make a Grant to an employee of another corporation who becomes an Employee by reason of a corporate merger, consolidation, acquisition of stock or property, reorganization or liquidation involving the Company or any of its subsidiaries in substitution for a stock option, restricted stock or restricted stock unit grant made by such corporation. The terms and conditions of the substitute grants may vary from the terms and conditions required by the Plan and from those of the substituted stock incentives. The Committee shall prescribe the provisions of the substitute grants.

(b)Compliance with Law. The Plan, the exercise of Options and SARs and the obligations of the Company to issue or transfer shares of Company Stock under Grants shall be subject to all applicable laws and to approvals by any governmental or regulatory agency as may be required. It is the intent of the Company that the Plan and applicable Grants under the Plan comply with the applicable provisions of Section 162(m) of the Code (after a Public Offering), Section 422 of the Code (with respect to Incentive Stock Options) and Section 409A of the Code (with respect to Grants subject to Section 409A of the Code). After a Public Offering it is the intent of the Company, with respect to persons subject to Section 16 of the Exchange Act, that the Plan and all transactions under the Plan comply with all applicable provisions of Rule 16b-3 or its successors under the Exchange Act. To the extent that any legal requirement of Section 162(m), 409A or 422 of the Code or of Section 16 of the Exchange Act ceases to be required by law or that the restrictions thereof are liberalized, the Committee may provide, in its sole discretion, that Plan provisions and restrictions relating to such legal requirements shall cease to apply or be liberalized, as appropriate. The Committee may revoke any Grant if it is contrary to law or modify a Grant to bring it into compliance with any valid and mandatory government regulation. The Committee may also adopt rules regarding the withholding of taxes on payments to Grantees. The Committee may, in its sole discretion, agree to limit its authority under this Section.

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2023, SUBJECT TO COMPLETION
AUDACY, INC.


(c)Communications Laws. Notwithstanding any other provision in the Plan to the contrary, if prior consent to the issuance or exercise of any Grant hereunder is required for any reason under the Communications Act of 1934, as amended, and/or the rules, regulations or policies of the Federal Communications Commission (the “FCC”) or any successor governmental agency (the “Communications Laws”) in effect at the time, whether as a consequence of the extent of the current and proposed holdings of the Grantee, the citizenship or legal qualifications of the Grantee or for any other reason under the Communications Laws, then no Grant shall be issued, become effective or be exercised without the Grantee first obtaining such prior written consent of the FCC or any successor governmental agency.

(d)Governing Law. The validity, construction, interpretation and effect of the Plan and Grant Instruments issued under the Plan shall be governed and construed by and determined in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the conflict of laws provisions thereof.

(e)One-time Option Exchange Program. The Company may affect a one-time option exchange program (the “Option Exchange Program”), to be commenced at the discretion of the Compensation Committee of the Board of Directors, pursuant to which the Company may offer such option holders under the Plan, as the Compensation Committee may determine, a one-time opportunity for such option holders to voluntarily exchange all of their outstanding stock options, with exercise prices equal to or greater than $40.00 per share, for a lesser number of shares of restricted Class A Common stock of the Company. The exchange ratio under the Option Exchange Program shall be at least fifteen-to-one (resulting in an exchange of at least fifteen (15) surrendered options for each share of restricted stock). All Options surrendered in connection with the Option Exchange Program (net of new shares of restricted stock issued in exchange for such options) shall not be available for issuance under the Plan. Subject to the foregoing, the Compensation Committee shall be permitted to determine additional restrictions or requirements relating to the Option Exchange Program.

(f)                                    21(f)                        One-time Option Exchange Program.(6)  The Company may affect a one-time option exchange program (the “Option Exchange Program”), to be commenced at the discretion of the Compensation Committee of the Board of Directors, pursuant to which the Company may offer such option holders under the Plan, as the Compensation Committee may determine, a one-time opportunity for such option holders to voluntarily exchange all (but not less than all) of their outstanding stock options at a ratio of: (i) for options with a strike price of $30 per share or more - one (1) restricted stock unit for each 4.5 eligible options surrendered; and (ii) for options with a strike price of equal to or greater than $11.80 per share but less than $30 per share — one (1) restricted stock unit for each 2.25 eligible options surrendered.  All Options surrendered in connection with the Option Exchange Program shall not be available for re-issuance under the Plan.  All restricted stock units issued under this Option Exchange Program shall not count against the 3,000,000 share restricted stock sub-limit set forth in Section 3(a) of the Plan.

(6)               Section 21(f) was adopted by the Board of Directors on February 10, 2009 and is subject to shareholder approval.

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PROXY

PROXY

ENTERCOM COMMUNICATIONS CORP.

PROXY FOR CLASS A COMMON STOCK

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR

THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON

TUESDAY, MAY 12, 200924, 2023 AT 9:008:30 AM


The undersigned holder of Class A Common Stock, par value $0.01, of Entercom Communications Corp.Audacy, Inc. (the “Company”) hereby appoints Stephen F. FisherRichard J. Schmaeling and John C. DonlevieAndrew P. Sutor, IV, or either of them, proxies for the undersigned, each with full power of substitution, to represent and to vote as specified in this proxy all Class A Common Stock of the Company that the undersigned shareholder would be entitled to vote if personally present at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held as a virtual meeting via live webcast on Tuesday, May 12, 200924, 2023 at 9:008:30 a.m. local time,, Eastern Daylight Time, accessible at the Crowne Plaza Philadelphia Main Line Hotel, 4100 Presidential Boulevard, Philadelphia, Pennsylvania 19131,https://web.lumiagm.com/290521398 , Password: audacy2023, and at any adjournments or postponements of the Annual Meeting. The undersigned shareholder hereby revokes any proxy or proxies heretofore executed for such matters.

(Continued and to be signed on the reverse side.)


ANNUAL MEETING SHAREHOLDERS OF

AUDACY, INC.

May 24, 2023

CLASS A COMMON STOCK

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON
MAY 24, 2023. THE PROXY STATEMENT AND ANNUAL REPORT ARE
AVAILABLE AT www.audacyinc.com/investors.
SELECT “ANNUAL MEETING AND PROXY MATERIALS.”

Please sign, date and mail
your proxy card in the
envelope provided as soon as possible.


THE BOARD OF DIRECTORS RECOMMENDS A “FOR” VOTE WITH RESPECT TO PROPOSALS 1, 2, 3, AND 5. THE BOARD OF DIRECTORS RECOMMENDS “THREE YEARS” WITH RESPECT TO PROPOSAL 4.

















1. Election of three Other Directors in Board Class III, each with a three year term expiring at the 2026 Annual Meeting or until each such Director’s successor is duly elected and qualified.
[ ] FOR NOMINEE [ ] WITHHOLD [ ] FOR ALL EXCEPT
Directors: [ ] David J. Field [ ] Joseph M. Field [ ] David Berkman
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 (X).

2. Approval of an amendment to the Company’s Amended and Restated Articles of Incorporation to permit the Company to effect a reverse stock split of its outstanding Class A and Class B Common Stock, at a ratio within a range between one-for-two and one-for-30, subject to and as determined by a committee appointed by the Board of Directors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
_____________________________________________________________________________________________3. Advisory resolution to approve the Company’s executive compensation
[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. To conduct an advisory vote on the frequency of future advisory votes on executive compensation.
[ ] 1 YEAR [ ] 2 YEARS [ ] 3 YEARS [ ] ABSTAIN

5. To ratify the Selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 .
[ ] FOR [ ] AGAINST [ ] ABSTAIN

6. To transact such other business as may properly come before the Annual Meeting and/or any adjournments thereof.

The undersigned acknowledges access to the Notice of Annual Meeting of Shareholders and Proxy Statement in which Proposals 1 - 5 are fully explained.

This proxy, when properly executed, will be voted in the manner as directed herein by the undersigned shareholder. If no direction is made, thisyou provide a proxy without indicating how you wish to vote, all of your shares will be voted FOR proposals 1, 2, 3, 4, 5 & 6 and inat the discretion of theyour proxies as toon any other mattersmatter that may be properly comebrought before the Annual Meeting.Meeting, except to the extent such discretionary voting is not permitted by any applicable rules or regulations. The undersigned shareholder may revoke this proxy at any time before it is voted by delivering to the Corporate Secretary of the Company either a written revocation of the proxy or a duly executed proxy bearing a later date, or by appearing at the Annual Meeting and voting in person.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, 3, 4, 5 & 6.


PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED RETURN ENVELOPE. If you receive more than one proxy card, please sign and return ALL cards in the enclosed envelope.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)

______________________ ________ _____________________ ________

(Reverse)

Entercom Communications Corp.

1.

PROPOSAL 1 - Election of Class A Directors.

o

FOR

o

WITHHOLD AUTHORITY

o

EXCEPTIONS

to vote for all

nominees listed below

Nominees: David J. Berkman and Daniel E. Gold.

(INSTRUCTIONS: to withhold authority to vote for any one or more individual nominees, mark the “EXCEPTIONS” box and write the name of such individual(s) in the space provided below.)

Exceptions:

2.

PROPOSAL 2 - Election of  Other Directors.

o

FOR

o

WITHHOLD AUTHORITY

o

EXCEPTIONS

to vote for all

nominees listed below

Nominees:  Joseph M. Field, David J. Field, John C. Donlevie, Robert S. Wiesenthal and Michael J. Wolf.

(INSTRUCTIONS: to withhold authority to vote for any one or more individual nominees, mark the “EXCEPTIONS” box and write the name of such individual(s) in the space provided below.)

Exceptions:

3.

PROPOSAL 3 - Approval of a amendment to the Entercom Equity Compensation Plan To Permit A One-time Option Exchange Program.

o

FOR

o

AGAINST

o

ABSTAIN

4.

PROPOSAL 4 - Approval of a Amendment to the Company’s Articles of Incorporation to opt-out of the anti-takeover provisions of Pennsylvania Business Corporation Law relating to “Control Transactions.”

o

FOR

o

AGAINST

o

ABSTAIN

5.

PROPOSAL 5 - Approval of a Amendment to the Company’s Articles of Incorporation to opt-out of the anti-takeover provisions of Pennsylvania Business Corporation Law relating to “Business Combinations.”

o

FOR

o

AGAINST

o

ABSTAIN

6.

PROPOSAL 6 - Ratification of The Selection Of The Company’s independent registered public accounting firm for the year ending December 31, 2009.

o

FOR

o

AGAINST

o

ABSTAIN

7.

In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment thereof.

The undersigned acknowledges receiptSignature of the accompanying NoticeShareholderDateSignature of Annual Meeting of Shareholders and Proxy Statement in which Proposals 1, 2, 3, 4, 5 & 6 are fully explained.

Signature:

Signature (if held jointly):

Date:

ShareholderDate:


Note: Please date and sign exactly as your name(s) is (are) shownname or names appear on the share certificate(s) to which the proxy applies.this Proxy. When shares are held as joint-tenants, both jointly, each holder should sign. When signing as an executor, administrator, attorney, trustee guardian, attorney-in-fact or other fiduciary,guardian, please give full title as such. When signing asIf the signer is a corporation, please sign in full corporate name by the President or otherduly authorized officer. When signingofficer, giving full title as such. If signer is a partnership, please sign in partnership name by an authorized person.


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.



PROXY

PROXY


ENTERCOM COMMUNICATIONS CORP.

PROXY                                                 PROXY
PRELIMINARY COPY DATED MARCH 24, 2023, SUBJECT TO COMPLETION
AUDACY, INC.

PROXY FOR CLASS B COMMON STOCK

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR

THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON

TUESDAY, MAY 12, 200924, 2023 AT 9:008:30 AM


The undersigned holder of Class B Common Stock, par value $0.01, of Entercom Communications Corp.Audacy, Inc. (the “Company”) hereby appoints Stephen F. FisherDavid J. Field, Joseph M. Field and John C. DonlevieAndrew P. Sutor, IV, or eitherany of them, proxies for the undersigned, each with full power of substitution, to represent and to vote as specified in this proxy all Class B Common Stock of the Company that the undersigned shareholder would be entitled to vote if personally present at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held as a virtual meeting via live webcast on Tuesday, May 12, 200924, 2023 at 9:008:30 a.m. local time,, Eastern Daylight Time, accessible at the Crowne Plaza Philadelphia Main Line Hotel, 4100 Presidential Boulevard, Philadelphia, Pennsylvania 19131,https://web.lumiagm.com/290521398 , Password: audacy2023, , and at any adjournments or postponements of the Annual Meeting. The undersigned shareholder hereby revokes any proxy or proxies heretofore executed for such matters.

(Continued and to be signed on the reverse side.)


ANNUAL MEETING SHAREHOLDERS OF

AUDACY, INC.

May 24, 2023

CLASS B COMMON STOCK

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON
MAY 24, 2023. THE PROXY STATEMENT AND ANNUAL REPORT ARE
AVAILABLE AT www.audacyinc.com/investors.
SELECT “ANNUAL MEETING AND PROXY MATERIALS.”

Please sign, date and mail
your proxy card in the
envelope provided as soon as possible.


THE BOARD OF DIRECTORS RECOMMENDS A “FOR” VOTE WITH RESPECT TO PROPOSALS 1, 2, 3, AND 5. THE BOARD OF DIRECTORS RECOMMENDS “THREE YEARS” WITH RESPECT TO PROPOSAL 4.






1.Election of three Other Directors in Board Class III, each with a three year term expiring at the 2026 Annual Meeting or until each such Director’s successor is duly elected and qualified.
[ ]FOR NOMINEE[ ]WITHHOLD[ ] FOR ALL EXCEPT
Directors:[]David J. Field[] Joseph M. Field[]David Berkman
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 (X).

2.Approval of an amendment to the Company’s Amended and Restated Articles of Incorporation to permit the Company to effect a reverse stock split of its outstanding Class A and Class B Common Stock, at a ratio within a range between one-for-two and one-for-30, subject to and as determined by a committee appointed by the Board of Directors.
[]FOR[]AGAINST[]ABSTAIN
_____________________________________________________________________________________________3.Advisory resolution to approve the Company’s executive compensation
[]FOR[]AGAINST[]ABSTAIN

4.To conduct an advisory vote on the frequency of future advisory votes on executive compensation.
[ ] 1 YEAR [ ] 2 YEARS [ ] 3 YEARS [ ] ABSTAIN

5.To ratify the Selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
[]FOR[]AGAINST[]ABSTAIN

6.To transact such other business as may properly come before the Annual Meeting and/or any adjournments thereof.

The undersigned acknowledges access to the Notice of Annual Meeting of Shareholders and Proxy Statement in which Proposals 1 - 5 are fully explained.

This proxy, when properly executed, will be voted in the manner as directed herein by the undersigned shareholder. If no direction is made, thisyou provide a proxy without indicating how you wish to vote, all of your shares will be voted FOR proposals 2, 3, 4, 5 & 6 and inat the discretion of theyour proxies as toon any other mattersmatter that may be properly comebrought before the Annual Meeting.Meeting, except to the extent such discretionary voting is not permitted by any applicable rules or regulations. The undersigned shareholder may revoke this proxy at any time before it is voted by delivering to the Corporate Secretary of the Company either a written revocation of the proxy or a duly executed proxy bearing a later date, or by appearing at the Annual Meeting and voting in person.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 2, 3, 4, 5 & 6.


PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED RETURN ENVELOPE. If you receive more than one proxy card, please sign and return ALL cards in the enclosed envelope.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)

___________________________________________________________

(Reverse)

Entercom Communications Corp.

1.

PROPOSAL 2 - Election of  Other Directors.

o

FOR

o

WITHHOLD AUTHORITY

o

EXCEPTIONS

to vote for all

nominees listed below

Nominees:  Joseph M. Field, David J. Field, John C. Donlevie, Robert S. Wiesenthal and Michael J. Wolf.

(INSTRUCTIONS: to withhold authority to vote for any one or more individual nominees, mark the “EXCEPTIONS” box and write the name of such individual(s) in the space provided below.)

Exceptions:

2.

PROPOSAL 3 - Approval of a amendment to the Entercom Equity Compensation Plan To Permit A One-time Option Exchange Program.

o

FOR

o

AGAINST

o

ABSTAIN

3.

PROPOSAL 4 - Approval of a Amendment to the Company’s Articles of Incorporation to opt-out of the anti-takeover provisions of Pennsylvania Business Corporation Law relating to “Control Transactions.”

o

FOR

o

AGAINST

o

ABSTAIN

4.

PROPOSAL 5 - Approval of a Amendment to the Company’s Articles of Incorporation to opt-out of the anti-takeover provisions of Pennsylvania Business Corporation Law relating to “Business Combinations.”

o

FOR

o

AGAINST

o

ABSTAIN

5.

PROPOSAL 6 - Ratification of The Selection Of The Company’s independent registered public accounting firm for the year ending December 31, 2009.

o

FOR

o

AGAINST

o

ABSTAIN

6.

In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment thereof.

The undersigned acknowledges receiptSignature of the accompanying NoticeShareholderDateSignature of Annual Meeting of Shareholders and Proxy Statement in which Proposals 2, 3, 4, 5 & 6 are fully explained.

Signature:

Signature (if held jointly):

Date:

ShareholderDate:


Note: Please date and sign exactly as your name(s) is (are) shownname or names appear on the share certificate(s) to which the proxy applies.this Proxy. When shares are held as joint-tenants, both jointly, each holder should sign. When signing as an executor, administrator, attorney, trustee guardian, attorney-in-fact or other fiduciary,guardian, please give full title as such. When signing asIf the signer is a corporation, please sign in full corporate name by the President or otherduly authorized officer. When signingofficer, giving full title as such. If signer is a partnership, please sign in partnership name by an authorized person.





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