Pat LaPlatney
GRAY MEDIAAbout Pat LaPlatney
Donald P. (“Pat”) LaPlatney is President and Co-Chief Executive Officer of Gray Media (GTN) and has served as a director since January 2, 2019; he is not an independent director under NYSE rules . Age 65 and an executive officer since 2019, his background spans operating and digital roles across Raycom and other media businesses, and he currently chairs the Television Board of the National Association of Broadcasters (NAB) . GTN ties executive pay to financial performance through broadcast cash flow and revenue measures, with qualitative objectives also influencing payouts; the 2024 annual incentive paid at 120% of target despite quantitative underperformance, reflecting strong qualitative scoring at 190% of target . In 2025, the company froze NEO base salaries and shifted part of performance LTI to cash units for NEOs other than the CEO due to limited share availability, signaling cost control and changed equity dilution dynamics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Raycom Media, Inc. | CEO & President | Jul 2016–Jan 2019 | Led operations pre-merger into Gray; board member at Raycom |
| Raycom Media, Inc. | Chief Operating Officer | Apr 2014–Jul 2016 | Oversaw station operations, integration and performance |
| Raycom Media, Inc. | SVP, Digital Media | Apr 2012–Apr 2014 | Advanced digital strategy and monetization |
| Raycom Media, Inc. | VP, Digital Media | Aug 2007–Apr 2012 | Built digital capabilities across portfolio |
| The Tube Media Corp.; Westwood One; Raycom Sports | Various executive positions | Pre-2007 | Programming, content, and media operations expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Association of Broadcasters | Chairman, Television Board | Current | Industry leadership; policy and affiliate ecosystem influence |
| NBC Affiliate Board | Chairman (prior) | Prior role | Network-affiliate coordination; distribution leverage |
Board Governance & Director Service
- Director since January 2, 2019; employee director (President & Co-CEO) and not independent under NYSE standards .
- Committee membership rosters list only independent directors; Audit (Boger, Hare, Newton), Compensation (Boger, Garcia, McTear, Newton), Nominating (Hare, et al.); LaPlatney is not listed on those committees .
- Board held four meetings in 2024; all directors attended at least 75% of Board and committee meetings .
- Director fees for employee directors are paid and reported within “All Other Compensation”; LaPlatney received $82,500 in director fees in 2024 .
- Lead Independent Director structure and executive sessions (three in 2024) mitigate dual-role governance risks (Co-CEO + Director) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,150,000 | 1,242,000 | 1,304,000 |
| Bonus ($) | - | - | - |
| All Other Compensation ($) | 141,129 | 153,128 | 160,449 |
| Director Fees included in All Other ($) | — | — | 82,500 |
| Base Salary Rate Change YoY | — | — | +5% vs 2023 |
| 2025 Base Salary Decision | — | — | No increase vs 2024 (freeze) |
Performance Compensation
| Metric | Weight | Target | Actual/Result | Payout % of Component | Notes/Vesting |
|---|---|---|---|---|---|
| Revenues (net of political + acquired stations) | 15% | $3,335,587k | $3,141,953k | 85% | Included in 2024 annual incentive |
| Revenues (political + acquired stations) | 15% | $524,086k | $497,255k | 87% | Included in 2024 annual incentive |
| Broadcast Cash Flow | 30% | $892,067k | $752,267k | 61% | Included in 2024 annual incentive |
| Qualitative Metrics | 40% | Above Target | Above Target | 190% | Committee certified high qualitative achievement |
| Total Annual Incentive Payout (vs Target) | — | — | — | 120% | Committee did not exercise discretion beyond plan terms |
| Incentive Structure | Threshold | Target | Max |
|---|---|---|---|
| Annual Incentive Opportunity (% of Base Salary) | 50% | 100% | 200% |
| Long-Term Incentive (LTI) | Structure | Value/Scale | Vesting |
|---|---|---|---|
| 2024 LTI mix | 50% time-based restricted common; 50% performance-based restricted common | LTI target 225% of base salary | Time-based vests in equal thirds on 1st/2nd/3rd anniversaries; performance-based earned 0–200% at end of 3 years based on 3-year average annual incentive payout % (2022–2024) |
| 2024 Grants (Plan-Based) | Performance shares: Target 181,111; Max 362,222; Time-based restricted shares: 181,111 | Grant-date fair value: $1,466,999 (perf); $1,466,999 (time-based) | As above |
| 2025 LTI change | 50% time-based restricted stock; 50% performance-based CPUs (cash) for NEOs other than CEO | Similar 0–200% opportunity; metrics similar to prior years | CPUs settle in cash after 3-year period (2025 awards) |
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Beneficially owned common shares | 1,234,968 (1.3% of common outstanding) |
| Class A common shares | — |
| Included in beneficial ownership | 1,905 shares via 401(k); 882,450 restricted shares with voting but not dispositive power |
| Stock vested in 2024 | 176,144 common shares; $1,109,893 value realized |
| Unvested time-based restricted shares (12/31/2024) | 323,446; MV $1,018,855 at $3.15 common price |
| Unearned performance-based restricted shares (targets) | 379,641; payout value contingent on performance |
| Upcoming vesting (time-based) | 17,299 (1/31/2025); 109,248 (2/28/2025); 27,280 (12/1/2025); 109,248 (2/28/2026); 60,371 (2/28/2027) |
| Upcoming vesting eligibility (performance-based targets) | 51,895 (1/31/2025); 146,635 (2/28/2026); 181,111 (2/28/2027) |
| Executive stock ownership guideline | 3x base salary; five-year compliance window |
| Compliance status | Meets guideline as of latest determination |
| Hedging/pledging | Anti-hedging policy prohibits hedging/short sales; stock ownership guidelines exclude pledged/margin shares; no pledging by LaPlatney disclosed |
Employment Terms
| Provision | Detail |
|---|---|
| Change-in-Control (CIC) Plan | Double-trigger: if involuntarily terminated without cause or resigns for good reason within 24 months post-CIC, severance equals multiple of base salary + target annual cash incentive (3.0x for LaPlatney); pro-rated target bonus for year of termination; immediate vesting of equity (performance awards generally at target); COBRA reimbursement for years equal to severance multiplier; no excise tax gross-up; cutback-or-full payment whichever more beneficial; release and non-compete/non-solicit required |
| Potential payments (Dec 31, 2024 scenario) | Involuntary Termination: $206,471; Death: $4,421,195; Disability: $2,541,195; Voluntary Termination: $206,471; Change of Control (followed by involuntary termination): $11,549,195 |
| Clawback | NYSE-compliant recoupment policy adopted 2023; mandatory recovery of excess incentive-based comp upon restatement, subject to limited impracticability exceptions |
| Insider Trading | Written insider trading policy updated Feb 2025; preclearance and blackout procedures for directors/officers; 10b5-1 and certain exceptions permitted |
| Anti-Hedging | Prohibits hedging and short sales by directors and executive officers |
Multi-Year Compensation Summary (Total Reported)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 1,150,000 | 1,242,000 | 1,304,000 |
| Stock Awards ($) | 2,299,986 | 2,483,997 | 2,933,998 |
| Non-Equity Incentive ($) | 1,564,963 | 1,808,692 | 1,566,751 |
| Change in Pension Value/Deferred ($) | — | — | — |
| All Other Compensation ($) | 141,129 | 153,128 | 160,449 |
| Total ($) | 5,156,078 | 5,687,817 | 5,965,198 |
Compensation Structure Analysis
- Cash vs equity mix: 2024 LTI set at 225% of salary, split 50/50 time-based and performance-based shares; 2025 performance-based portion moved to cash units for NEOs (other than CEO) due to limited share availability—reduces dilution but may lessen direct equity alignment .
- Annual incentive design: Target 100% of salary with caps at 200%; 2024 payout was 120% despite quantitative underperformance (BCF 61%, revenue components 85–87%) owing to qualitative metrics scored at 190% of target; committee stated no discretion outside plan terms .
- Governance mitigants: Clawback policy, anti-hedging, ownership guidelines (3x salary) and double-trigger CIC vesting provide alignment and risk controls .
Investment Implications
- Alignment and retention: Large unvested equity across 2025–2027 and a 3x CIC severance multiple indicate low near-term retention risk; executive meets stock ownership guidelines, enhancing alignment .
- Trading signals and vesting overhang: Visible vesting schedule suggests potential administrative 10b5-1 sales/withholding around January/February and year-end vesting dates; 176,144 shares vested in 2024 with $1.11M value realized .
- Pay-for-performance tension: 2024 annual incentive paid at 120% of target with qualitative component at 190% while key quantitative metrics were below target; monitor future plan calibration and weighting to ensure payout discipline amid broadcast headwinds .
- Dilution and incentive design: 2025 shift to cash performance units for NEOs (other than CEO) reduces share usage but may soften equity-linked incentives; watch approval of amended EICP share increase and future mix decisions .
- Governance context: Employee director status and non-independence are offset by an active Lead Independent Director and independent committees; related-party transactions tied to the Howell family exist but are overseen via Audit Committee processes—monitor for any shareholder concerns or say-on-pay feedback .