Hilton H. Howell, Jr.
GRAY MEDIAAbout Hilton H. Howell, Jr.
Hilton H. Howell, Jr. is Executive Chairman and Chief Executive Officer of GTN, serving as PEO through 2020–2024; age 63; executive officer since 2000; director since 1993 and member of the Board’s Executive Committee . He previously practiced law and has held multiple senior operating and board roles across broadcasting and insurance, providing governance and legal perspective to the Board . Pay-versus-performance disclosures show 2020–2024 TSR paths for GTN’s common and Class A stock and emphasize Broadcast Cash Flow as the “Company-Selected Measure,” with CAP, SCT totals, Net Income, and Broadcast Cash Flow reported annually .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GTN (Gray) | Executive Chairman and CEO | Jan 2, 2019–present | Led strategy and operations during significant industry change; Board Executive Committee member . |
| GTN (Gray) | Chairman, CEO, and President | Jun 2013–Dec 2018 | Consolidated leadership; drove post-Raycom scale positioning . |
| GTN (Gray) | Vice Chairman of the Board | 2002–Apr 2016 | Provided long-tenured governance continuity . |
| GTN (Gray) | Executive Vice President | Sep 2002–Aug 2008 | Senior operating leadership; legal and operational oversight . |
| GTN (Gray) | Director | 1993–present | Long-term board service supporting continuity and strategy . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Atlantic American Corporation | President & CEO; Chairman since Feb 2009 | 2009–present | Insurance holding company leadership; cross-industry exposure and capital allocation perspective . |
| Delta Life Insurance & Delta Fire & Casualty | Executive VP (1991–2013); CEO since 2013; General Counsel since 1991 | 1991–present | Insurance operations and legal expertise; family-controlled entities; potential related-party considerations . |
| Atlantic American subsidiaries (American Southern, American Safety, Bankers Fidelity Life) | Director | Ongoing | Insurance subsidiary oversight; multi-entity governance . |
| National Association of Broadcasters; NBC Affiliate Board | Former board member | Prior service | Industry policy and affiliate relations experience . |
Fixed Compensation
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | 1,350,000 | 1,458,000 | 1,531,000 |
| Bonus | - | - | - |
| All Other Compensation | 158,457 | 155,648 | 145,394 |
Notes:
- 2024 All Other Compensation includes $16,500 company contributions to defined contribution plans, $46,394 insurance premiums, and $82,500 director fees .
Performance Compensation
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards (Grant-date fair value) | 4,387,504 | 5,832,007 | 6,506,749 |
| Non-Equity Incentive Plan Compensation | 2,026,414 | 3,184,871 | 2,759,235 |
| Total Compensation (SCT) | 7,922,375 | 10,630,526 | 10,942,378 |
Annual Incentive Program Design and 2024 Payout
| Metric | Weight | Target (in thousands) ($) | Actual (in thousands) ($) | % of Target Performance | % of Target Payout |
|---|---|---|---|---|---|
| Revenues (net of political + acquired stations) | 15% | 3,335.587 | 3,141,953 | 94% | 85% |
| Revenues (political + acquired stations) | 15% | 524,086 | 497,255 | 95% | 87% |
| Broadcast cash flow | 30% | 892,067 | 752,267 | 84% | 61% |
| Qualitative metrics | 40% | Scored Above Target | Scored Above Target | 190% of target component | 190% |
| Total payout (as % of target) | — | — | — | — | 120% |
- Annual incentive opportunity levels (% of base salary): Threshold 75%, Target 150%, Maximum 300% for CEO .
- Committee certified 2024 results in Q1 2025; no discretion outside plan formula was applied .
Long-Term Incentive (LTI) Grants and Vesting
| Grant | Grant Date | Type | Amount | Vesting / Payout Terms |
|---|---|---|---|---|
| 2024 LTI (Class A) | Feb 14, 2024 | Performance RS | Target 393,871; Max 787,742 | Earn-out 0–200% vs three-year average annual incentive target achievement; vest per award terms . |
| 2024 LTI (Class A) | Feb 14, 2024 | Time-based RS | 393,871 | Typical ratable vesting per plan; voting but not dispositive power until vest . |
| 2022 LTI payout | Feb 2025 (certified) | Performance RS payout | 136,130 shares (127% of target) | Three-year performance period ended Dec 31, 2024; settled in Class A shares for CEO . |
| 2025 LTI structure | Feb 2025 | 50% time-based RS; 50% performance-based RS (CEO) | Notional; CEO equity-settled | Time-based: vest ratably on Feb 28, 2026; Feb 28, 2027; Feb 29, 2028; Performance-based: 0–200% earned on 2024–2026 avg annual incentive target achievement; vest at end of period once certified . |
Equity Ownership & Alignment
| Ownership Measure | Value |
|---|---|
| Class A shares beneficially owned | 4,807,165 (50.1% of Class A) |
| Common shares beneficially owned | 1,572,186 (1.7% of common) |
| Combined voting power (common + Class A) | 26.4% |
| Restricted Class A shares (voting, not dispositive) | 2,128,414 |
| Disclaimed beneficial ownership (spouse, children trusts) | 81,635 Class A; 104,965 common (spouse); 999,000 Class A; 832,500 common (children trusts); 500 Class A (children); plus 17,112 common via 401(k) |
- Executive stock ownership guidelines: CEO must hold ≥6x base salary; NEOs ≥3x; executives have five years to comply; all NEOs except Ms. Breland (deadline Dec 2028) and Mr. Gignac (deadline Apr 2029) were at or on track as of latest determination .
- Anti-hedging policy prohibits hedging instruments and short sales; Insider Trading Policy formalized Feb 2025 with preclearance and blackout procedures for Board, executive officers, and family members .
- Director compensation program includes equity grants (~$160,000) and cash retainers; Howell’s 2024 All Other Compensation includes $82,500 director fees .
Employment Terms
- Change-in-control plan (double-trigger): If terminated without cause or resigns for good reason within 24 months post-CIC, CEO receives unpaid salary/vacation, pro-rated target annual cash incentive, and lump-sum severance equal to 3.0x (base salary + target annual cash incentive) using highest salary in prior 9 months if applicable; NEOs have 2.0x multipliers; equity awards vest at target on qualifying termination; COBRA premium reimbursements for years equal to multiplier .
- Cutback provision: Benefits reduced to avoid 280G excise tax if more favorable to participant; no excise tax gross-ups; payments contingent on release and compliance with non-solicitation, non-compete, and confidentiality covenants .
- Equity plan terms: Unvested awards or replacements vest immediately upon death/disability or involuntary termination without cause/resignation for good reason within 12 months post-CIC .
- No option repricing without shareholder approval; detrimental activity and recapture provisions support clawbacks consistent with SEC/NYSE requirements .
- Clawback policies adopted in 2018 and updated in 2023 for NYSE compliance; prohibitions on paying dividends on unearned equity; no tax gross-ups on perquisites; anti-hedging policy .
Potential Payments upon Termination (as of Dec 31, 2024)
| Scenario | Amount ($) |
|---|---|
| Involuntary termination | 691,031 |
| Death | 14,073,409 |
| Disability | 12,814,165 |
| Voluntary termination | 691,031 |
| Change of control (followed by involuntary termination) | 26,053,987 |
Board Governance
- Roles and tenure: Executive Chairman & CEO since 2019; Director since 1993; Executive Committee member .
- Lead Independent Director: Howell W. Newton (Audit Chair; Compensation and Nominating Committee member), providing independence counterweight .
- Compensation Committee members: Boger (Chair), McTear, Garcia, Newton; independent, no interlocks in 2024 .
- CEO involvement: Participates in Compensation Committee meetings for input on NEOs (excluding himself); not present during executive session decisions; Meridian engaged since 2017 as independent consultant; shareholder feedback integrated .
- Related-party transaction: Corporate HQ leased from entities controlled by Harriett J. Robinson (greater than 5% shareholder; Mr. Howell’s mother-in-law; Mrs. Howell’s mother), with Mr. and Mrs. Howell holding roles; annual rent approx. $1.4 million; terminable on 12 months’ notice; management believes terms are at least as favorable as market .
- Director slate includes Mrs. Robin R. Howell (spouse), indicating family presence on the Board; she is on the Executive Committee .
Pay Versus Performance and Performance Measures
| Year | SCT Total (PEO) ($) | CAP (PEO) ($) | Avg SCT (Non-PEO) ($) | Avg CAP (Non-PEO) ($) | TSR (Common) ($100→) | TSR (Class A) ($100→) | Peer Group TSR ($100→) | Net Income (Loss) ($mm) | Broadcast Cash Flow ($mm) |
|---|---|---|---|---|---|---|---|---|---|
| 2020 | 6,508,173 | 4,268,948 | 3,202,197 | 2,466,542 | 83 | 84 | 90 | 410 | 999 |
| 2021 | 11,515,178 | 12,918,893 | 7,196,056 | 7,431,919 | 95 | 94 | 95 | 90 | 813 |
| 2022 | 7,922,375 | 3,220,846 | 3,916,637 | 1,760,666 | 54 | 57 | 74 | 455 | 1,440 |
| 2023 | 10,630,526 | 8,114,402 | 4,023,424 | 3,051,022 | 45 | 46 | 67 | (76) | 912 |
| 2024 | 10,942,378 | 6,550,263 | 4,535,651 | 1,564,782 | 17 | 41 | 74 | 375 | 752 |
- Company-selected measure: Broadcast Cash Flow (Net of Completed Transactions and Political Revenue) links NEO CAP to performance .
- Say-on-pay: ~85% approval at 2023 annual meeting; triennial advisory votes (next expected 2026) .
Equity Ownership & Alignment—Additional Detail
- Director compensation framework and stock ownership guidelines require directors to hold ≥3x annual retainer; directors had met or were on track by most recent determination; annual restricted stock awards around $160,000 per director .
- Executive stock ownership guidelines exclude pledged shares and margin accounts; ownership counted includes direct, 401(k), trust, and restricted shares .
- Anti-hedging policy prohibits prepaid forwards, swaps, collars, exchange funds, and short sales by directors and executives .
Employment Terms—Pensions and Perquisites
- Retirement Plan distribution terms include specified survivor benefits, disability benefits payable at age 65, and vesting thresholds; NEOs also entitled to standard employee benefits and limited perquisites (insurance premiums paid by Company, Savings Plan participation) .
- 2024 change in pension value decreased for Mr. Howell by $10,448, reflecting plan assumptions (Pri-2012 mortality, 5.48% discount rate) .
Investment Implications
- Pay-for-performance alignment: Annual incentives tied to revenue and Broadcast Cash Flow with quantitative weighting and qualitative overlay; 2024 paid at 120% of target despite sub-target cash flow, driven by qualitative metrics at 190%—watch for continued reliance on qualitative scoring as a compensation lever .
- Retention and severance economics: CEO’s CIC multiple (3x salary+target bonus) and full vesting on qualifying termination provide strong retention but could raise transaction cost; absence of excise tax gross-up mitigates shareholder-unfriendly optics; double-trigger vesting is best practice .
- Ownership and control: Howell’s combined voting power (26.4%) and majority of Class A shares (50.1%) present governance concentration; family-related lease (approx. $1.4mm/year) adds related-party scrutiny; presence of spouse on Board and CEO/Chair dual role balanced by active Lead Independent Director and independent Compensation Committee .
- Supply overhang potential: Significant restricted share holdings and scheduled ratable vesting through 2028 may create periodic insider selling pressure; anti-hedging limits risk behaviors, and insider trading policy introduces preclearance/blackout discipline, but monitor Form 4 activity around vesting dates .
- Shareholder sentiment: Strong 2023 say-on-pay approval (~85%) suggests investor tolerance for program design; continued transparency, clawbacks, and no repricing support governance quality; remain attentive to the weighting of qualitative components and any future revisions to the peer group or metrics .