Michael Christenson
ENTRAVISION COMMUNICATIONSAbout Michael Christenson
Michael Christenson, 66, is Entravision’s Chief Executive Officer and a director, serving as CEO since July 2023 and as a director since October 2023 . His background spans executive roles in enterprise software (CA, Inc.), observability (New Relic), and investment banking (Allen & Company; Salomon/Citigroup) with deep TMT transaction experience . Under his leadership, Entravision shifted executive pay toward long-term equity in 2025, cut fixed salaries, and suspended cash bonuses, emphasizing shareholder alignment during strategic restructuring after Meta’s ASP exit . Operating results in 2025 highlighted ATS segment acceleration (+66% YoY in Q2; +104% YoY in Q3) and voluntary debt paydowns ($10M in Q2; $5M in Q3) as management focused on AI-enabled growth and balance sheet strength .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mayten Research | Managing Partner | 2022–2023 | Private investment/advisory leadership |
| New Relic, Inc. | President & COO; Director | Oct 2019–Jun 2021; Aug 2018–Jun 2021 | Led operations at cloud observability platform; board oversight |
| Allen & Company | Managing Director | 2010–2019 | Software sector advisory, capital markets expertise |
| CA, Inc. | President & COO | 2005–2010 | Enterprise systems mgmt/security software operator experience |
| Salomon Brothers / Citigroup Global Markets | Investment banker | 1987–2004 | TMT M&A and financing track record |
External Roles
| Organization | Role | Years |
|---|---|---|
| New Relic, Inc. | Director | 2018–2021 |
| LogMeIn, Inc. | Director | 2010–2019 |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 Program Changes |
|---|---|---|---|
| Base Salary ($) | $475,000 | $950,000 | Reduced to $500,000 (CEO) |
| Target Bonus (% of Salary) | 100% | 100% | No participation in 2025 cash bonus plan |
| Actual Annual Bonus ($) | $525,000 | $0 | N/A (suspended) |
| Stock Awards ($) | $7,678,000 | $0 | 2025 equity awards granted; larger aggregate awards vs 2024 |
| All Other Compensation ($) | $3,912 | $7,671 | N/A |
Note: CEO receives no additional compensation for board service .
Performance Compensation
2024 Annual Cash Bonus Plan Outcomes
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Revenue ($) | 50% | Greater than 2023 | $743,816,000 | 0% of target |
| Consolidated Adjusted EBITDA ($) | 50% | Greater than 2023 | $49,531,000 | 0% of target |
| Qualitative Adjustment | ±25% possible | Discretionary | None for CEO (paid only to CFO/COO) | 0% |
Context: Meta’s ASP wind-down made targets unattainable; company did not revise goals post-notice .
CEO Equity Awards – Structure and Vesting
| Award | Grant Date | Shares | Vesting Terms | Status as of 12/31/2024 |
|---|---|---|---|---|
| RSUs | 2023 new-hire | 1,000,000 | 20% on 7/1/2024; remaining 80% in 8 equal semi-annual installments, 5-year schedule | 800,000 unvested; market value $1,880,000 at $2.35 |
| PSUs (market + time) | 2023 new-hire | 1,000,000 max | Earn 200k per hurdle upon 30-day avg price ≥ $5.75, $7.25, $9.00, $11.20, $13.75 by 7/1/2028; plus 5-year time vest | 200,000 at threshold; payout value $470,000 at $2.35 |
Price Hurdles for 2023 PSUs:
| Hurdle Price | Earned Units |
|---|---|
| $5.75 | 200,000 |
| $7.25 | 200,000 |
| $9.00 | 200,000 |
| $11.20 | 200,000 |
| $13.75 | 200,000 |
200,000 RSUs vested in 2024 but are deferred for settlement until separation, change of control, death, or disability, reducing near‑term selling pressure .
Equity Ownership & Alignment
| Holder | Direct Shares | Ownership % of Class A | Unvested RSUs | PSUs (threshold/unearned) | Notes |
|---|---|---|---|---|---|
| Michael Christenson | 402,170 | <1% (“*” in table) | 800,000; $1,880,000 value at $2.35 | 200,000; $470,000 value at $2.35 | Anti-hedging/anti-pledging policy prohibits pledging and derivative hedges |
Director Stock Ownership Guidelines require directors to hold stock equal to at least 4x annual cash retainer; measured annually; Compensation Committee may grant exceptions in extenuating circumstances .
2024 Stock Vested
| Name | Shares Vested | Value Realized ($) |
|---|---|---|
| Michael Christenson | 200,000 (deferred settlement) | $398,000 |
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | Effective July 1, 2023; base salary $950,000; target bonus 100% of salary; initial one‑time equity awards described above |
| 2025 Compensation Shift | Base salary cut to $500,000; CEO not covered under 2025 cash bonus plan; larger 2025 equity grants vs 2024 |
| Severance Plan (Group I – CEO) | Outside Change-in-Control (CIC): cash equal to base + greater of target bonus or 2‑yr average bonus; pro‑rated actual bonus; 12 months COBRA; acceleration of time‑based equity that would vest in next 12 months |
| Severance Plan (Group I – CEO) | During CIC Period: 1.5x(base + greater of target bonus or 2‑yr avg); pro‑rated bonus based on greater of target or 2‑yr avg; full acceleration of time‑based equity; 18 months COBRA |
| Equity Non‑Assumption at CIC | If awards not assumed/substituted/continued, full acceleration of unvested time‑based equity |
| Clawback Policy | Adopted Oct 2023; recovers incentive comp linked to financial measures upon required restatements within 3 years, subject to SEC/NYSE rules |
| 2025 Severance Amendments | If qualifying termination before 12/31/2026, severance calculations use 2024 base and bonus (deemed covered executive for year of termination) |
Potential Payments (modeled at 12/31/2024)
| Scenario | Cash Severance ($) | Perqs/Benefits ($) | Accelerated Equity ($) |
|---|---|---|---|
| Qualifying Termination (Outside CIC) | $1,900,000 | $7,671 | $470,000 |
| Qualifying Termination (During CIC) | $3,800,000 | $11,507 | $1,880,000 |
Board Governance
- Director since October 2023; currently CEO and director (not Board Chair). Board Chair and lead independent director roles are held by independent director Paul A. Zevnik, providing separation of CEO and Chair functions .
- Independence: Board determined Bender, Vasquez, Zeko, Strickler, Zevnik, Diaz, and Sweet are independent; Christenson is not listed as independent given management status .
- Committee roles: Audit Committee (Vasquez chair; Sweet is financial expert); Compensation Committee (Diaz chair); Nominating/Corporate Governance (Zevnik chair). Committees are independent-only; CEO is not a member .
- Attendance: Board held 8 meetings in 2024; all incumbent directors attended at least 75% of Board/committee meetings; independent directors meet in executive session, led by the lead independent director .
Director Compensation
- CEO receives no additional pay for board service; non-employee directors receive cash retainers and annual RSU grants (e.g., $155,000 grant value, vesting prior to the next annual meeting) .
Compensation Peer Group
Peer companies used in 2024 benchmarking included Criteo, Magnite, PubMatic, TechTarget, Thryv, Yelp, Zeta Global, Gray Television, Townsquare Media, TrueCar, and others as listed in the proxy .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay received ~78% support; informed 2025 changes to weight pay toward equity and reduce fixed cash .
- 2025 annual meeting results: say‑on‑pay votes for 64,660,236; against 413,560; abstain 60,569; broker non‑votes 7,283,623 .
Performance & Track Record
| Period | Key Outcomes |
|---|---|
| Q2 2025 | Consolidated net revenue +22% YoY; ATS segment net revenue +66% YoY; $10M voluntary debt prepayment; credit agreement amended to accelerate deleveraging |
| Q3 2025 | ATS segment net revenue +104% YoY; Media segment net revenue −26% YoY; $5M bank term loan repayment; focus on AI capabilities and sales capacity |
Strategic highlights disclosed include doubling local news production, investing in local/digital sales capacity, strengthening proprietary ad tech algorithms with AI, and controlling corporate expenses to improve operating leverage .
Risk Indicators & Red Flags
- Hedging/pledging: Strict prohibition on hedging and pledging for directors/officers/employees, reducing misalignment risk .
- Clawback: SEC/NYSE-compliant compensation recovery policy adopted in Oct 2023 .
- Option repricing: Company did not grant options in 2024; no repricing disclosed .
- Related parties: TelevisaUnivision affiliations and proxy agreements disclosed; no CEO-specific related party transactions noted .
- Section 16 compliance: 2024 reporting compliance noted, with late grants for several other executives; no CEO reporting issues flagged .
Compensation Structure Analysis
- Shift to equity: 2025 program cuts CEO salary to $500,000 and suspends cash bonus, offset by larger equity grants, increasing pay-at-risk and equity sensitivity .
- Pay-for-performance: 2024 cash bonuses for CEO paid at 0% due to revenue and adjusted EBITDA below threshold; committee discretion used only for CFO/COO tied to EGP divestiture efforts .
- Market-based PSUs: Multi-hurdle price-contingent PSUs require sustained share price appreciation, reinforcing TSR alignment; combined with five‑year time vesting to enforce retention .
- Ownership alignment: CEO holds 402,170 shares; large unvested RSU/PSU balances and anti-pledging policy strengthen alignment and mitigate leverage risks .
Investment Implications
- Strong alignment signals: 2025 equity-heavy program and market-hurdle PSUs indicate management confidence in multi‑year value creation and tighter coupling to TSR; clawback and anti‑pledging reduce governance risk .
- Vesting cadence and supply dynamics: Semi‑annual RSU vesting and PSU hurdles create identifiable equity events; deferred settlement of CEO RSUs for 2024 dampens near‑term selling pressure .
- Execution focus: Discretionary bonuses to CFO/COO for EGP exit and the ATS acceleration (AI/platform investment, sales capacity expansion) suggest operational pivot is gaining traction but Media headwinds remain; continued deleveraging improves flexibility .
- Governance checks: Independent Chair and committee-only independence, plus favorable 2025 say-on-pay vote tallies, mitigate dual-role concerns associated with CEO-director status .