Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 28, 2021, the Board of Directors of Nexstar Media Group, Inc. (the
"Company") formally appointed Lee Ann Gliha, 46, as Executive Vice President and
Chief Financial Officer of the Company effective August 9, 2021. Ms. Gliha's
qualification include more than 20 years of experience in media, broadcasting,
and entertainment investment banking. From April 2016 to July 2021, Ms. Gliha
served as a Managing Director at Jefferies LLC ("Jefferies"). Prior to joining
Jefferies, she served as a Managing Director at Houlihan Lokey from 2008 to
2016. Ms. Gliha is a member of the Board of Directors of the National Hot Rod
Association since December 2019.
In conjunction with her appointment, Ms. Gliha entered into an Executive
Employment Agreement (the "Employment Agreement") with the Company, effective as
of August 9, 2021. The initial term of the Employment Agreement ends on July 31,
2025, and the term will automatically renew for successive one-year periods,
subject to earlier termination provided under the Employment Agreement.
Pursuant to the Employment Agreement, Ms. Gliha shall be entitled to an annual
base salary of $700,000 beginning August 9, 2021, subject to annual increases,
but not decreases, at the discretion of the Chief Executive Officer ("CEO") of
the Company. In addition, Ms. Gliha will be eligible to receive an annual bonus
in the amount of up to seventy-five percent (75%) of her annual base salary in
effect at the end of that fiscal year, or in excess of such amount, up to a
maximum of one hundred fifty percent (150%) of her annual base salary in effect
at the end of that fiscal year, as determined by the CEO with the approval of
the Compensation Committee of the Board of Directors, prorated for any partial
fiscal year during which Ms. Gliha is employed by the Company based on the
following criteria:
• 50% earned if Nexstar Media Inc., a wholly owned subsidiary of the
Company, exceeds ninety percent (90%) of budgeted Net Revenue or EBIDTA
(as such terms are defined in the Employment Agreement) for the applicable
fiscal year.
• 50% earned at the discretion of the CEO and/or Compensation Committee.
Ms. Gliha will also receive a relocation bonus of $30,000, subject to applicable
taxes and the terms of the Company's relocation benefit program.
Ms. Gliha will be eligible to participate in the Company's equity compensation
program on a basis consistent with the other Company executives. Within 15 days
from August 9, 2021, the Company will grant 10,000 restricted stock units
("RSUs") to Ms. Gliha, as follows:
Time-Vesting RSUs Performance-Based RSUs
5,000 (a) 5,000 (b)
(a) The Time-Vesting RSUs is subject to a four-year vesting period and will
vest in equal annual installments of 1,250 RSUs on each anniversary date of
the award, subject to Ms. Gliha's continued employment with the Company on
such dates.
(b) The Performance-Based RSUs is subject to a four-year vesting period and
will vest in equal annual installments of 1,250 RSUs on each anniversary
date of the award, if the Total Shareholder Return for each such preceding
calendar year exceeds the midpoint of the Company's Total Shareholder
Return ranking within its Peer Group (as defined in the Employment
Agreement).
In the event of Ms. Gliha's termination of employment by the Company for any
reason other than for Cause (including Ms. Gliha's termination of employment in
connection with a Change in Control (as such terms are defined in the Employment
Agreement)) or due to Ms. Gliha's resignation with Good Reason (as defined in
the Employment Agreement), subject to Ms. Gliha's execution of the Separation
Agreement and Release (as defined in the Employment Agreement) within 60 days of
termination of employment, Ms. Gliha will be eligible to receive severance
payments consisting of (i) an amount equal to 12-months of her then-current
annual base salary, payable in a lump sum within 60 days of such termination of
employment, (ii) a prorated bonus based on (A) actual performance if such
termination is by the Company for any reason other than for Cause, or (B) Ms.
Gliha's target bonus in effect if such termination is by Ms. Gliha for Good
Reason, and (iii) an additional lump sum payment equal to $29,000. The
Employment Agreement also provides that if Ms. Gliha's employment is terminated
due to her death or disability, Ms. Gliha will be eligible to receive her earned
but unpaid annual bonus for the year prior to the year of such termination, as
well as payment of a prorated portion of her annual bonus for the year of such
termination based on actual performance.
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The foregoing description of the Employment Agreement is qualified in its
entirety by reference to the complete copy of that agreement, a copy of which
will be filed with the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2021. Additionally, there are no transactions involving the
Company and Ms. Gliha that the Company would be required to report pursuant to
Item 404(a) of Regulation S-K.
Item 8.01. Other Events.
On July 26, 2021, the Company issued a press release to announce the appointment
of Lee Ann Gliha as Executive Vice President and Chief Financial Officer of the
Company. A copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release of Nexstar Media Group, Inc. dated July 26, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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