Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June 11, 2021, MediaCo Holding Inc. (the "Company") announced the
appointment, effective July 1, 2021, of Rahsan-Rahsan Lindsay as the Company's
Chief Executive Officer.
Mr. Lindsay, 49, previously served as Executive Vice President at Urban One,
Inc., where had worked in various capacities since 2011. During that time he
oversaw advertising sales, integrated marketing, and sales operations for TV One
and sister network CLEO TV, which he helped launch in 2019. In 2020, he took
over the role as head of iOne Digital ad sales and One Solution, Urban One's
cross-platform marketing group, as well as One X Studios, the branded content
production arm of Urban One. Prior to joining TV One in 2011, Mr. Lindsay spent
nearly eight years in Ad Sales for Viacom Media Networks, focused on new
business development for MTV, Comedy Central, Spike, CMT, and TV Land. Mr.
Lindsay also served as VP of Ad Sales for MTV2, mtvU, and Palladia.
Pursuant to the terms of the offer letter agreement with Mr. Lindsay, which are
to be memorialized in a formal employment agreement, Mr. Lindsay will receive an
annual base salary of $550,000 and a grant of the shares of the Company's Class
A common stock valued at $700,000, which shall vest over the two-year period
following the date of grant. Mr. Lindsay will also be eligible to earn a
discretionary annual bonus, subject to approval of the Company's Board of
Directors and Compensation Committee, with a target amount of 60% of annual base
salary. Mr. Lindsay will also be eligible for a severance payment equal to six
months of annual base salary should he be terminated other than for cause or
should he terminate his employment for good reason, both as defined in the
employment agreement. He will also receive customary benefits.
Mr. Lindsay is also expected to be elected to the Company's Board of Directors
on or around July 1, 2021.
The employment agreement referenced above shall be filed when finalized as an
exhibit to a report of the Company under the Securities Exchange Act of 1934, as
amended.
On June 9, 2021, Bradford A. Tobin, the Company's Chief Operating Officer, was
also named President of the Company.
On June 11, 2021, the Company issued a press release announcing the appointments
of Mr. Lindsay and Mr. Tobin. The press release is attached hereto as Exhibit
99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
See the Exhibit Index below, which is incorporated by reference herein.
Exhibit No. Description
99.1 Press release, dated June 11, 2021.
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MEDIACO HOLDING INC. 
