Jeffrey R. Gignac
GRAY MEDIAAbout Jeffrey R. Gignac
Jeffrey R. Gignac is Executive Vice President and Chief Financial Officer of Gray Television (GTN). He joined as EVP, Finance on April 1, 2024 and became CFO on July 1, 2024; age 49 and an executive officer since 2024 . He previously served nearly 20 years at Wells Fargo Securities, most recently as Managing Director and Head of Media & Telecom Investment Banking, and earlier at Ernst & Young Corporate Finance and Arthur Andersen; he holds a B.A. in Accounting from Michigan State University and is a licensed CPA in Georgia . Company incentive design ties pay to quantitative metrics—Revenue (two definitions) and Broadcast Cash Flow—and qualitative operational goals; 2024 annual incentive paid 120% of target across NEOs based on these measures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wells Fargo Securities | Managing Director; Head of Media & Telecom Investment Banking | 2014–2024 (MD); 2022–2024 (Head) | Led Gray’s debt financings for Raycom and Meredith transactions and AR securitization; raised capital on advantageous terms . |
| Wells Fargo Securities | Leveraged Finance (TMT) | 2004–2022 | Led financing across telecom, media, tech sectors . |
| Ernst & Young Corporate Finance | Vice President (Restructuring, M&A, capital raising) | 2002–2004 | Financial advisory experience in complex transactions . |
| Arthur Andersen | Senior Accountant | Pre‑2002 | Technical accounting/audit experience . |
External Roles
| Institution/Body | Role | Years | Strategic Impact |
|---|---|---|---|
| State of Georgia | Licensed CPA | — | Technical accounting credential supporting CFO responsibilities . |
Fixed Compensation
| Component | 2024 Value ($) | Notes |
|---|---|---|
| Base Salary Rate | 850,000 | Approved for April 2024 hire; not increased for 2025 . |
| Salary Paid (Prorated) | 637,500 | Prorated from April 1, 2024 start . |
| Sign‑On Bonus | 250,000 | 50% at start; 50% at 6‑month anniversary . |
| All Other Compensation | 31,970 | Includes $2,500 housing and $800 phone allowances . |
Performance Compensation
Annual Incentive Program (2024)
| Metric | Weight | Target ($000s) | Final ($000s) | % of Target Perf. | 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% |
| Total Payout (vs. target) | — | — | — | — | 120% |
Additional details:
- Target annual cash incentive opportunity: 100% of base salary; for Mr. Gignac, payout was based on full annual base salary without proration .
- 2024 Non‑equity incentive paid: $1,021,271 .
2024 Long‑Term Equity Awards (LTI)
| Grant Date | Instrument | Shares/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 4/1/2024 | Performance‑Based Restricted Stock (Target) | 114,811 | 717,569 | Earnout 0–200% at end of 3‑year period based on average percent of target payout under annual incentive program (2024–2026) . |
| 4/1/2024 | Time‑Based Restricted Stock | 354,939 | 2,218,369 | Vests in substantially equal increments over 3 years (see schedule below) . |
| 4/1/2024 | Make‑Whole Restricted Stock | Included in RS grant above | Part of $1.5M make‑whole + $750k cash installments to replace forfeited Wells Fargo equity; RS vests 50%/25%/25% at 1/2/3‑year anniversaries . |
Program features and governance:
- NEO LTI target set at 225% of base salary for 2024; prorated for Mr. Gignac based on April 1 start .
- Double‑trigger change‑in‑control vesting; clawback policies per NYSE and company framework .
Equity Ownership & Alignment
Beneficial Ownership (as of March 7, 2025)
| Security | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Common Stock (GTN) | 682,947 | <1% | Includes 664,712 restricted shares (voting, not dispositive) . |
| Shares Outstanding (GTN Common) | 92,287,559 | — | Reference for percent calculations. |
| Shares Outstanding (Class A) | 9,586,408 | — | Mr. Gignac not listed with Class A holdings. |
- Approximate ownership percent of common: 0.74% (682,947 / 92,287,559) .
- Restricted vs. other: 664,712 restricted shares; remainder ≈ 18,235 non‑restricted (derived from table values) .
Outstanding Unvested Awards and Market Values (12/31/2024)
| Category | Shares/Units | Market Value ($) | Reference Price |
|---|---|---|---|
| Time‑Based Restricted Stock (Unvested) | 354,939 | 1,118,058 | Common stock close $3.15 on 12/31/2024 . |
| Performance‑Based Restricted Stock (Target Unearned) | 114,811 | 361,655 | Common stock close $3.15 on 12/31/2024 . |
| Stock Options | — | — | No options outstanding for Mr. Gignac . |
Vesting Schedule (Time‑Based RS)
| Vest Date | Shares |
|---|---|
| Feb 28, 2025 | 38,270 |
| Apr 1, 2025 | 120,064 |
| Feb 28, 2026 | 38,270 |
| Apr 1, 2026 | 60,032 |
| Feb 28, 2027 | 38,271 |
| Apr 1, 2027 | 60,032 |
Performance‑based RS: 114,811 target eligible to vest on Feb 28, 2027 based on achievement of applicable performance metrics .
Ownership Guidelines, Hedging/Pledging
- Stock ownership guidelines: 3× base salary for NEOs; executives have five years to comply; Mr. Gignac has until April 2029 .
- Anti‑hedging policy prohibits derivative or hedging transactions; pledged or margin shares do not count toward ownership guideline compliance .
- No specific disclosure of shares pledged by Mr. Gignac; pledged shares, if any, would be excluded from guideline calculations .
Employment Terms
| Item | Terms |
|---|---|
| Appointment & Tenure | EVP, Finance (Apr 1, 2024) and EVP, CFO (Jul 1, 2024) . |
| Compensation Programs | Target annual cash incentive 100% of base salary; LTI target 225% of base salary (prorated from start) with 50% time‑based RS and 50% performance‑based RS . |
| Sign‑On/Make‑Whole | $250,000 sign‑on cash (split start and 6 months); $750,000 cash make‑whole paid in three annual installments; $1,500,000 RS make‑whole vesting 50%/25%/25% over first three anniversaries . |
| Change‑in‑Control Severance | Double‑trigger protection; severance multiple 2.0× (base salary + target annual incentive); immediate vesting of equity (performance awards vest at target); COBRA premium reimbursement for years equal to severance multiple; no excise tax gross‑ups; release and compliance with non‑solicitation, non‑competition, confidentiality covenants required . |
| Potential Payments (as of 12/31/2024) | Involuntary Termination: $26,575; Voluntary Termination: $26,575; Death: $3,506,288; Disability: $5,208,206; Change of Control (followed by involuntary termination): $5,756,288 . |
Compensation Structure Analysis
- Mix and at‑risk pay: 2024 total compensation $4,876,679 comprised of salary $637,500, sign‑on $250,000, stock awards $2,935,938, non‑equity incentive $1,021,271, and other $31,970; majority is performance‑linked and equity‑based (“at‑risk”) consistent with Company framework .
- Annual incentive metrics incorporate quantitative (60%) and qualitative (40%) performance; 2024 payout at 120% reflects above‑target qualitative achievement despite macro headwinds .
- LTI awards include meaningful performance‑vesting; no option repricing without shareholder approval under the Amended 2022 Plan .
Investment Implications
- Alignment and incentives: Strong linkage of annual and long‑term incentives to revenue and Broadcast Cash Flow with performance‑based equity (target 114,811 shares) improving pay‑for‑performance alignment; ownership guidelines (3× salary) and significant unvested equity support retention through 2027 .
- Retention risk: Make‑whole cash/installments and RS scheduled over three years plus LTI vesting cadence reduce near‑term flight risk; CIC terms (2× salary+bonus; accelerated vesting) are moderate vs. peers and do not include excise tax gross‑ups .
- Trading signals: Multiple vesting dates in 2025–2027 could create periodic selling/tax‑withholding pressure around vest windows; monitor Form 4 activity near Feb 28 and Apr 1 each year for potential supply effects .
- Execution track record: Prior role leading Gray’s major financings (Raycom, Meredith, AR securitization) positions him to advance deleveraging and balance‑sheet management—key 2024 achievements include $520M debt retired and extended maturities to 2027 .