Mark Boelke
ENTRAVISION COMMUNICATIONSAbout Mark Boelke
Mark Boelke, age 53, is Entravision’s Chief Financial Officer and Treasurer, appointed May 9, 2024; he previously served as General Counsel and Secretary since 2006 after joining the Company in 2005 as Deputy General Counsel and VP of Legal Affairs . He holds a J.D. from the University of Minnesota Law School and a B.A. from St. Olaf College . 2024 annual cash bonuses for named executives were formulaically tied 50% to Company revenue and 50% to consolidated Adjusted EBITDA—neither metric was achieved; however, the Compensation Committee granted Mr. Boelke a $100,000 discretionary bonus for leading strategy redesign post Meta’s ASP cancellation and work on the EGP sale . In January 2025, Entravision shifted executive pay away from cash and toward long-term equity; Mr. Boelke’s base salary was reset to $500,000 and the 2025 cash bonus plan was suspended .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Entravision Communications (EVC) | Chief Financial Officer & Treasurer | May 9, 2024–present | Recognized for leadership in redesigning strategy after Meta’s ASP program cancellation and work associated with selling EGP; awarded a $100,000 discretionary bonus . |
| Entravision Communications (EVC) | General Counsel & Secretary | 2006–May 2024 | Senior legal leadership through multiple strategic transitions; role changed to CFO/Treasurer in 2024 . |
| Entravision Communications (EVC) | Deputy General Counsel & VP, Legal Affairs | 2005–2006 | Joined company and advanced to General Counsel . |
| O’Melveny & Myers LLP | Attorney | –2005 | Prior legal experience before joining EVC . |
External Roles
- No external public-company directorships or committee roles for Mr. Boelke are disclosed in the 2025 proxy; biography lists Entravision roles and prior law firm role .
Fixed Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Base salary ($) | 669,500 | 500,000 (Comp Committee reset in Jan 2025) |
| Target bonus (% of salary) | 60% (per compensation letter) | Cash bonus plan suspended (no target) |
| Actual annual bonus ($) | 100,000 (discretionary) | — (plan suspended) |
| Perquisites/Other ($) | 23,308 (incl. $12,000 auto allowance; $11,308 medical premiums) | Company to pay cost of medical/dental coverage for Mr. Boelke and dependents, per compensation letter |
Performance Compensation
2024 Annual Cash Bonus Plan (formulaic outcome and discretionary adjustment)
| Metric | Weight | Target (plan design) | Actual | Payout |
|---|---|---|---|---|
| Company Revenue | 50% | Company goal (not disclosed) | Below threshold | 0% of target |
| Consolidated Adjusted EBITDA | 50% | Company goal (not disclosed) | Below threshold | 0% of target |
| Discretionary Adjustment | — | — | — | $100,000 discretionary bonus for strategy redesign post Meta ASP and EGP sale |
2024 Equity Grants (awarded January 25, 2024)
| Grant date | Award type | Shares (structure) | Grant date fair value ($) | Vesting/Performance conditions |
|---|---|---|---|---|
| 1/25/2024 | Time-based RSUs | 100,000 RSUs | 438,000 | Time-based vesting over four years (retention-focused) |
| 1/25/2024 | Performance Units (PSUs) | Threshold 25,000; Maximum 100,000 | 378,000 | Combination of market-based (four stock price hurdles within five years) and time-based vesting; both must be satisfied |
- Options: The company did not grant stock options, SARs or similar option-like instruments in 2024 .
Equity Ownership & Alignment
| As of April 17, 2025 | Amount/Status |
|---|---|
| Beneficial ownership (Class A shares) | 193,323 shares |
| Shares outstanding (Class A) | 81,623,559 shares |
| Ownership as % of outstanding | 0.24% (193,323 / 81,623,559; calculated by us) |
| Hedging/Pledging | Company policy prohibits hedging, pledging, short sales, and Entravision-based derivatives by directors/officers/employees |
Notes:
- Beneficial ownership under 1% is denoted by an asterisk in the proxy table; Mr. Boelke’s holdings carry an asterisk in the table .
- Director stock ownership guidelines require at least 4x annual cash retainer; executive-specific ownership guidelines are not disclosed in the proxy .
Employment Terms
| Item | Terms/Amounts |
|---|---|
| Compensation letter | Effective March 15, 2024; amended May 9, 2024; role changed from General Counsel to CFO/Treasurer |
| Target annual bonus | 60% of annual base salary |
| Auto allowance | $1,000 per month |
| Medical/dental benefits | Company pays cost for Mr. Boelke and dependents if he participates in plans |
| 2025 program changes | Base salary reduced to $500,000; 2025 cash bonus plan suspended; equity weighting increased; for qualifying terminations prior to Dec 31, 2026, severance calculations use 2024 base salary and 2024 “then-current” target bonus, and deemed “covered executive” under cash bonus plan |
| Clawback policy | Adopted Oct 2023; recovery of incentive-based compensation for restatements within prior 3 years, subject to SEC/NYSE rules |
| Anti-hedging/pledging | Prohibited for directors, officers, and employees (short sales, options/derivatives, hedging, pledging) |
Severance and Change-in-Control (CIC) Economics
-
Group II Executives (NEOs other than CEO): Outside CIC, severance equals 1x base salary, pro-rated bonus based on actual performance, acceleration of time-based equity that would vest in next 12 months, and up to 12 months COBRA-equivalent benefits; During CIC period (3 months before to 2 years after a CIC), severance equals base salary plus the greater of target or average bonus (last two years), pro-rated bonus based on greater of target or average, full acceleration of time-based equity, and up to 12 months COBRA-equivalent benefits .
-
Quantified potential payments assuming termination on December 31, 2024: | Scenario | Cash severance ($) | Perqs/Benefits ($) | Accelerated equity vesting ($) | |---|---:|---:|---:| | Qualifying termination (outside CIC period) | 669,500 | 11,308 | 244,753 (RSUs at $2.35/sh) | | Qualifying termination (during CIC period) | 1,472,900 | 11,308 | 465,888 (RSUs at $2.35/sh) |
Performance & Track Record
- Leadership signal: Despite formulaic 0% payout on revenue and Adjusted EBITDA metrics, the Committee awarded Mr. Boelke a $100,000 discretionary cash bonus for leadership in redesigning strategy after Meta’s ASP cancellation and work on the EGP sale—indicating Board recognition of execution on strategic pivots .
Compensation Committee and Governance Context
- Compensation Committee: Martha Elena Diaz (Chair), Brad Bender, Tom Strickler, Lara Sweet; the Committee reviewed and approved the CD&A for inclusion . The Committee engaged Frederic Cook to advise on equity forms and terms, adopting a 50/50 mix of 4-year RSUs and price-contingent PSUs with four stock-price hurdles over five years .
- Say-on-Pay: Board recommended a FOR vote on NEO compensation at the 2025 Annual Meeting .
- Related parties/governance environment: TelevisaUnivision owns non-voting Class U stock with consent rights on certain actions; legacy LATV affiliation and related transactions with the family of former CEO Walter F. Ulloa are reviewed under the Related Party Transaction Policy . The Audit Committee oversees major financial risk exposures and meets privately with the CFO at least quarterly .
Investment Implications
- Pay mix shift and retention: 2025 reductions in cash pay (salary cut to $500k and suspended cash bonus) paired with larger long-term equity grants increase alignment with long-term value but heighten dependence on stock performance for total comp; amendment letters preserve severance calculations off 2024 salary/bonus through 2026, partially mitigating near-term retention risk .
- Incentive design and selling pressure: Four-year RSU vesting and PSUs tied to multiple stock-price hurdles over five years can create episodic selling pressure around vest dates/hurdle achievements; however, anti-hedging/anti-pledging policy reduces risk of misalignment through derivatives or pledged shares .
- Pay-for-performance rigor: The Committee paid zero formulaic bonus for missed revenue/EBITDA targets, but exercised discretion ($100k) for strategic execution—positive for recognizing transformational work, though investors should monitor future use of discretion to ensure consistent pay-performance alignment .
- Change-in-control protections: Outside CIC, severance is 1x salary with partial equity acceleration; during CIC, severance increases with full acceleration of time-based equity—market-consistent and not excessive for a CFO at this cap size; quantified values provide transparency for downside protection .
- Governance backdrop: Clawback policy compliant with SEC/NYSE, active Compensation Committee oversight with independent consultant, and formal related-party transaction policy are constructive; legacy related-party arrangements and concentrated holders (e.g., TelevisaUnivision rights) remain governance considerations .