Kevin P. Latek
GRAY MEDIAAbout Kevin P. Latek
Kevin P. Latek (age 54) serves as Executive Vice President, Chief Legal and Development Officer, and Secretary of Gray Media (ticker GTN); he has been an executive officer since 2012 . His 2024 annual incentive paid out at 120% of target based on weighted metrics for revenues and broadcast cash flow plus qualitative objectives, indicating linkage to operating performance . Company pay-versus-performance disclosures show 2024 GAAP net income of $375 million and broadcast cash flow of $752 million, with common stock TSR of $17 (value of a fixed $100 investment), contextualizing performance during his tenure .
Past Roles
Skipped—prior roles beyond his current executive position were not disclosed in the proxy .
External Roles
Skipped—external board or professional roles for Mr. Latek were not disclosed in the proxy .
Fixed Compensation
Multi-year summary compensation (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $825,000 | $891,000 | $936,000 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | $1,649,989 | $1,782,003 | $2,106,000 |
| Non-Equity Incentive ($) | $1,122,691 | $1,297,540 | $1,124,600 |
| Change in Pension Value ($) | — | — | — (decrease noted in footnote) |
| All Other Compensation ($) | $43,658 | $48,655 | $38,645 |
| Total ($) | $3,641,338 | $4,019,198 | $4,205,245 |
Additional fixed pay context:
- 2024 base salary rate increased 5% to $936,000; 2025 base salary was kept flat vs. 2024 at executives’ request .
Performance Compensation
Annual non‑equity incentive opportunity (as % of base):
| Level | Threshold | Target | Maximum |
|---|---|---|---|
| Kevin P. Latek | 50% | 100% | 200% |
2024 annual incentive metrics and payout:
| Metric | Weight | Target ($000s) | Actual ($000s) | % of Target Perf | % of Target Payout |
|---|---|---|---|---|---|
| Revenues (net of political + acquired) | 15% | 3,335,587 | 3,141,953 | 94% | 85% |
| Revenues (political + acquired) | 15% | 524,086 | 497,255 | 95% | 87% |
| Broadcast Cash Flow (net of political + transactions) | 30% | 892,067 | 752,267 | 84% | 61% |
| Qualitative Metrics | 40% | Above Target | Above Target | — | 190% component score |
| Total Payout | — | — | — | — | 120% of target |
2024 equity awards granted (structure and grant values):
| Award Type | Grant Date | Target Units | Grant‑Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Time‑based restricted common | 2/14/2024 | 130,000 | $1,053,000 | Vests in equal thirds on 1st, 2nd, 3rd anniversaries |
| Performance‑based restricted common (target) | 2/14/2024 | 130,000 | $1,053,000 | Earned 0–200% based on 3‑yr average of annual incentive payout (2022–2024); vest/pay at end of 3 years |
Long‑term incentive design changes:
- 2025 LTI keeps 50/50 time‑based and performance‑based, but performance units for non‑CEO NEOs are cash‑denominated due to limited share availability; vest/earn based on average annual incentive results in 2024–2026 .
Equity Ownership & Alignment
Beneficial ownership and award status (as of March 7, 2025 / Dec 31, 2024):
| Item | Value |
|---|---|
| Class A shares beneficially owned | 53,517 (<1%) |
| Common shares beneficially owned | 642,914 (<1%) |
| Note on restricted shares included | Includes 638,006 restricted common shares with voting but not dispositive power |
| Options outstanding | None shown (no options listed) |
| Unvested time‑based restricted stock (12/31/24) | 236,788 shares; market value $745,882 |
| Unearned performance‑based target shares (12/31/24) | 272,424 shares; payout value $858,136 (market/payout value indicated) |
| Shares vested in 2024 | 94,988; realized value $648,836 |
Upcoming vesting and performance schedules (Kevin P. Latek):
| Type | Vest/Event Date | Shares |
|---|---|---|
| Time‑based RS (common) | Dec 1, 2025 | 24,249 |
| Time‑based RS (common) | Feb 28, 2026 | 78,398 |
| Time‑based RS (common) | Feb 28, 2027 | 43,334 |
| Performance RS (target) | Jan 31, 2025 | 37,229 |
| Performance RS (target) | Feb 28, 2026 | 105,195 |
| Performance RS (target) | Feb 28, 2027 | 130,000 |
Ownership policies:
- Executive stock ownership guidelines: 3× base salary for NEOs; restricted shares count, options and pledged/margin shares excluded; Latek satisfies guidelines as of the most recent determination date .
- Anti‑hedging policy prohibits hedging and short sales for directors/executives; preclearance and blackout rules apply to the Chief Legal Officer under the insider trading policy .
Employment Terms
Change‑in‑control plan economics:
- Severance multiplier: 2.0× (base salary + target annual cash incentive) for Latek, with target bonus pro‑rated year of termination; COBRA premium reimbursement for years equal to multiplier; double‑trigger equity vesting at target for performance awards; release and non‑compete/non‑solicit/confidentiality covenants; no excise tax gross‑ups (cut‑back provision applies) .
Potential payments upon termination (quantified as of 12/31/2024):
| Scenario | Amount ($) |
|---|---|
| Involuntary termination | $192,546 |
| Voluntary termination | $192,546 |
| Death | $3,757,013 |
| Disability | $4,337,276 |
| Change of control (followed by involuntary termination) | $6,476,564 |
Equity award treatment on death/disability/qualifying CoC termination:
- Unvested restricted stock and RSUs generally accelerate; within 12 months post‑CoC, double‑trigger acceleration applies .
Governance and Shareholder Feedback
- Say‑on‑pay: At the 2023 annual meeting, ~85% of votes supported NEO compensation; next say‑on‑pay expected in 2026 per triennial cadence .
- Compensation peer group used for benchmarking (unchanged for 2024): AMC Networks, Audacy, E.W. Scripps, Fox, Gannett, IAC, iHeartMedia, Nexstar, Sinclair, TEGNA, The New York Times .
- Clawbacks: 2018 policy for restatements; NYSE‑compliant 2023 recoupment policy mandates recovery of excess incentive‑based comp upon required accounting restatements (broad methods; mandatory unless impracticable) .
- Related party transactions: ~$2.2 million in premiums paid to Bankers Fidelity Life (subsidiary of Atlantic American, a >5% holder) for employee insurance; governance oversight by Audit Committee .
Performance Context
Company pay‑versus‑performance summary:
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| GAAP Net Income (millions) | $410 | $90 | $455 | $(76) | $375 |
| Broadcast Cash Flow (millions) | $999 | $813 | $1,440 | $912 | $752 |
| Common Stock TSR (value of $100) | $83 | $95 | $54 | $45 | $17 |
| Class A Stock TSR (value of $100) | $84 | $94 | $57 | $46 | $41 |
2024 qualitative achievements supporting incentive outcomes include debt reduction (~$520 million principal retired), refinancing to extend maturities to 2027, strong political advertising revenue, retransmission renewals without blackouts, and content/sports initiatives that drive long-term value .
Investment Implications
- Pay‑for‑performance alignment: Latek’s variable pay is tightly tied to revenue and broadcast cash flow, with 2024 deliverables yielding a 120% payout and LTI structures that require 3‑year performance averaging—supportive of multi‑year execution discipline .
- Vesting and potential selling pressure: Significant scheduled vesting through 2027 plus 2025 cash‑denominated performance units for non‑CEO NEOs (reducing near‑term equity issuance) may temper incremental selling pressure from equity vesting, though 2024 realized stock vesting indicates ongoing cadence .
- Retention and change‑in‑control: 2× cash severance, double‑trigger equity acceleration, and COBRA reimbursement provide retention and transition stability; anti‑hedging and ownership guidelines bolster alignment (Latek in compliance) without excise tax gross‑ups (shareholder‑friendly) .
- Execution risk: 2024 shortfalls vs targets on revenues and broadcast cash flow reflect macro softness in broadcasting; the heavy qualitative weighting and demonstrated strategic actions (deleveraging, content expansion) mitigate downside but keep performance risk present for variable pay .