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Jeffery Liberman

President and Chief Operating Officer at ENTRAVISION COMMUNICATIONSENTRAVISION COMMUNICATIONS
Executive

About Jeffery Liberman

Jeffery Liberman is Entravision’s President and Chief Operating Officer, a role he has held since March 2017; he previously served as COO (2012–2017) and President of the radio division (2001–2012), with decades of experience across television, radio and digital operations including content development, sales growth, and operations management . He is 66 years old as of April 17, 2025 . Company performance context during 2023–2024 included a major strategic pivot after Meta’s ASP wind-down, with revenue falling from $1,106,867,000 in 2023 to $743,816,000 in 2024 and consolidated adjusted EBITDA declining from $57,666,000 to $49,531,000; pay-versus-performance disclosure shows a TSR index of 41 for 2024 (measured from a 2021 $100 baseline) .

Past Roles

OrganizationRoleYearsStrategic Impact
Entravision Communications CorporationPresident & COO2017–PresentLed radio content development, operations management, sales growth, traffic and digital operations, and TV content curation .
Entravision Communications CorporationChief Operating Officer2012–2017Oversaw company-wide operations .
Entravision Communications CorporationPresident, Radio Division2001–2012Led radio segment strategy and execution .
Latin Communications Group Inc.Operations leader for 17 radio stations1992–2000Managed multi-market radio operations prior to acquisition by Entravision .

External Roles

Entravision’s proxy biographies for executive officers list Liberman’s internal roles and do not disclose external public company board service or outside directorships .

Fixed Compensation

Metric202220232024
Base Salary ($)$738,546 $793,450 $800,000
Target Bonus (% of Salary)n/a60% 60%
Actual Cash Bonus ($)$600,000 $100,000 $100,000 (discretionary)
All Other Compensation ($)$24,720 $24,720 $24,720
2025 Salary Change2025 base salary reduced to $500,000; 2025 cash bonus plan suspended

Notes:

  • The Compensation Committee paid a discretionary $100,000 bonus to Liberman for 2024 despite quantitative goals being unattainable after Meta ASP cancellation and sale of EGP .
  • In January 2025, the Compensation Committee shifted pay to long-term equity, reducing salary and suspending the cash bonus plan to emphasize equity value creation .

Performance Compensation

Annual Bonus Mechanics (2024)

MetricWeightingTarget DesignActual PerformancePayout Outcome
Revenue50%Required 2024 revenue to exceed 2023 for threshold; payout scaled by achievement 2024 revenue: $743,816,000 (below threshold) 0% of quantitative portion
Consolidated Adjusted EBITDA50%Required 2024 EBITDA to exceed 2023 for threshold; payout scaled by achievement 2024 adj. EBITDA: $49,531,000 (below threshold) 0% of quantitative portion
Qualitative AdjustmentUp to ±25% of target Committee discretionRecognized leadership in strategy redesign and EGP sale $100,000 discretionary bonus

Definition context: Consolidated adjusted EBITDA consistent with 2023 credit agreement; reconciliation referenced in company 10-Ks .

Equity Awards (Grant structure and vesting)

Award TypeGrant DateShares/UnitsVesting SchedulePerformance Conditions
RSUs (time-based)Jan 25, 2024100,00025% on Dec 20, 2024; 25% on Dec 20, 2025; 25% on Dec 20, 2026; 25% on Dec 20, 2027 (employment-required) None
Performance Units (market + time)Jan 25, 2024Up to 100,000Time-based: 20% on Jan 25, 2025; remaining 80% in eight equal semi-annual installments thereafter (service-required) 30-day avg price hurdles by Jan 25, 2029: $4.83, $5.65, $7.15, $8.90 (25,000 units each tranche), with equitable adjustments for dividends/capitalization changes

Additional historical equity:

  • Feb 2023 RSUs: 245,000 grant to Liberman with multi-tranche vesting through Dec 2026 .

Stock Vested (2024)

Metric2024
RSUs vested (shares)227,600
Value realized on vesting ($)$499,626

Equity Ownership & Alignment

MetricValue (as of Apr 17, 2025 unless noted)
Total beneficial ownership (Class A)478,357 shares (223,967 direct; 254,390 via Liberman Revocable Trust)
Ownership % of Class A outstanding<1% (based on 81,623,559 shares outstanding)
Outstanding RSUs/Performance Units at FY 2024 year-endRSUs: 110,400 (vest 12/31/2025), 69,100 (vest 12/20/2026), 25,000 (vest 12/20/2027); PUs: 25,000 at threshold tranche indicated
Anti-hedging/anti-pledging policyCompany prohibits hedging, pledging, short-selling or derivative transactions by directors/officers/employees
Executive stock ownership guidelinesCompany discloses no specific executive ownership guidelines; director guidelines exist separately

Note: Section 16 compliance notes a late report of an equity grant by Liberman during 2024; forms have been filed .

Employment Terms

TermDetail
Executive Compensation LetterEffective May 12, 2023, replacing prior employment agreement
Base salary & bonus eligibilityBase salary set by Committee; target bonus 60% of salary; 2025 salary reduced to $500,000 and 2025 cash bonus suspended
Perquisites$1,000/month auto allowance; company-paid medical/dental for Liberman and dependents; reimbursement for life insurance premiums up to $750,000 death benefit
Severance Plan participationGroup II Executive under May 12, 2023 Executive Severance and Change in Control Plan
Severance outside Change-in-ControlCash: 1× base salary plus pro-rated annual bonus based on actual performance; equity: acceleration of time-based awards scheduled to vest within 12 months post-termination; COBRA premium payments up to 12 months
Severance during Change-in-Control periodCash: base salary plus greater of target bonus or average of last two years’ actual bonus; pro-rated bonus using greater of target or average; full acceleration of time-based equity awards; COBRA up to 12 months
Equity treatment if awards not assumed in CoCFull acceleration of unvested time-based equity; cash-out rights based on fair market value in certain cases
Clawback policyCompensation Recovery Policy adopted Oct 2023 to recoup incentive pay upon required financial restatement per SEC/NYSE rules
2025 severance calculation amendmentIf qualifying termination before Dec 31, 2026, severance calculations based on 2024 base and bonus targets; deemed “covered executive” for bonus plan year of termination

Compensation Structure Analysis

  • Shift to equity and reduced fixed pay: In January 2025, the Compensation Committee materially reduced base salaries (Liberman to $500,000) and suspended the cash bonus plan, upsizing equity awards to align compensation with long-term shareholder value creation .
  • Increased performance-contingent equity: 2024 grants included 50% performance units tied to multi-year stock price hurdles plus service-vesting, raising at-risk pay and aligning incentives with TSR outcomes .
  • Discretionary bonus use amid exogenous shock: Despite the formula-driven bonus paying 0% for 2024, the Committee recognized strategic execution during the Meta ASP termination and EGP sale with a $100,000 discretionary bonus to Liberman .
  • No option repricing or gross-ups: Plan documents affirm anti-repricing without shareholder approval and no golden parachute tax gross-ups; director compensation limits and minimum vesting standards implemented in the amended 2004 Plan .

Say-on-Pay & Governance

  • Say-on-Pay approval: ~74% approval at June 8, 2023; ~78% approval at May 30, 2024, with investor feedback leading to performance-based equity and objective bonus metrics .
  • Compensation Committee composition: Diaz (Chair), Sweet, Bender, Strickler; independent, with Frederic W. Cook engaged as consultant .
  • Anti-hedging/anti-pledging policy in force for all insiders .

Multi-Year Named Executive Compensation (Liberman)

Metric202220232024
Salary ($)$738,546 $793,450 $800,000
Bonus ($)$600,000 $100,000 $100,000
Stock Awards ($, grant-date FV)$950,250 $1,624,350 $816,000
Non-Equity Incentive ($)$157,104
All Other Compensation ($)$24,720 $24,720 $24,720
Total ($)$2,313,516 $2,699,624 $1,740,720

Equity Ownership Detail (as of April 17, 2025)

MetricSharesNotes
Direct ownership223,967Shares held of record by Liberman
Trust ownership254,390Liberman Revocable Trust
Total beneficial ownership478,357<1% of 81,623,559 Class A outstanding

Risk Indicators & Red Flags

  • Exogenous revenue shock and program termination: Meta ASP program wind-down led to unattainable 2024 bonus goals and strategic divestitures (EGP sale) .
  • Late Section 16 reporting: Company disclosed Liberman was late in reporting certain equity grants in 2024; reports now filed .
  • Policy mitigants: Anti-hedging/anti-pledging policy, clawback policy, and minimum vesting requirements reduce governance risk .

Investment Implications

  • Alignment improving: 2025 moves to lower cash and higher equity heighten long-term alignment; 2024 performance units link outcomes to sustained share price appreciation, which can reduce short-term selling pressure by embedding service vesting alongside market hurdles .
  • Retention and execution: Multi-year vesting across 2024 RSUs/Performance Units and prior RSUs create meaningful unvested equity, supporting retention during the company’s strategic reset post-ASP termination .
  • Pay-for-performance posture: Zero formulaic bonus for 2024 underscores discipline; discretionary bonus signals Board recognition of necessary strategic actions amid adverse externalities without broad loosening of targets .
  • Event risk economics: Change-in-control terms provide standard protection without tax gross-ups and include equity acceleration rules contingent on assumption, limiting excessive parachute risk while clarifying treatment in strategic transactions .