Sandra Breland McNamara
GRAY MEDIAAbout Sandra Breland McNamara
Executive Vice President and Chief Operating Officer of Gray Television (GTN) since May 22, 2023; previously Senior Managing Vice President (March 2023) and Senior Vice President of Local Media (January 2019) after joining via Gray’s acquisition of Raycom Media, where she served as Group Vice President since July 2008 . Age 61 and a named executive officer since 2023; holds a Bachelor’s in Journalism from Loyola University–New Orleans and has completed leadership programs at Columbia University (Sulzberger), Missouri University, and the Poynter Institute; industry awards include Peabody, Edward R. Murrow, RTNDF First Amendment, and Sigma Delta Chi; serves on the Board of the Carole Kneeland Project for Responsible Journalism . Company performance metrics tied to her incentive payouts include revenue (two measures), broadcast cash flow, and qualitative operational goals; annual incentive paid out at 146% of target for 2023 and 120% for 2024, reflecting performance against quantitative and qualitative goals .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gray Television | EVP & COO | Since May 22, 2023 | Principal operating officer overseeing portfolio of stations, DC News Bureau, InvestigateTV; expanded programming and research capabilities |
| Gray Television | Senior Managing VP | March 2023–May 2023 | Transition leadership ahead of COO appointment |
| Gray Television | SVP, Local Media | Jan 2019–Mar 2023 | Oversaw 16 markets and national news operations; recruiting and news research oversight |
| Raycom Media | Group Vice President | Since July 2008 | Group leadership prior to Gray acquisition |
| WVUE-TV (New Orleans) | General Manager | Not disclosed | Led station operations; industry recognition |
| WAFB/WBXH (Baton Rouge) | General Manager | Not disclosed | Led CBS/MyNetwork operations |
| KTVK (Phoenix) | Executive News Director | Not disclosed | News leadership at Arizona’s Family TV3 |
| WWL-TV (New Orleans) | Executive News Director | Not disclosed | Led Hurricane Katrina coverage; Peabody & Murrow awards |
External Roles
| Organization | Role | Years |
|---|---|---|
| Carole Kneeland Project for Responsible Journalism | Board of Directors | Not disclosed |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $775,000 (pro-rated; paid $683,651) | $814,000 |
| Target Bonus (% of Salary) | 90% (threshold 45%, max 180%) | 100% (threshold 50%, max 200%) |
| Actual Non-Equity Incentive Paid ($) | $623,365 | $978,018 |
| “All Other Compensation” ($) | $69,912 (DC plan $22,798; insurance premiums $47,114) | $58,458 (DC plan $16,500; insurance premiums $41,958) |
2025 base salaries for all NEOs, including McNamara, were held flat at 2024 levels at executives’ request .
Performance Compensation
Annual Non-Equity Incentive Program – Design
- 60% quantitative (Revenue net of political/acquired stations; Revenue political + acquired; Broadcast Cash Flow) and 40% qualitative operational/strategic metrics; individual performance adjustment band ±25%, capped at 200% overall .
2024 Incentive Metrics and Payout (Company-Level)
| Metric | Weight | Target ($000s) | Actual ($000s) | % 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 (net of political + transactions) | 30% | 892,067 | 752,267 | 84% | 61% |
| Qualitative Metrics | 40% | Scored Above Target | Scored Above Target | — | 190% |
| Total Payout (% of Target) | — | — | — | — | 120% |
Committee cited achievements across capital structure, programming, sports rights, retrans renewals, cost containment, journalism awards, and Assembly Studios ramp as drivers of the qualitative score; payout confirmed at 120% of target .
2023 Incentive Metrics and Payout (Company-Level)
| Metric | Weight | Target ($000s) | Actual ($000s) | % of Target Performance | % of Target Payout |
|---|---|---|---|---|---|
| Revenues (net of political + acquired stations) | 15% | 3,290,964 | 3,199,146 | 97% | 93% |
| Revenues (political + acquired stations) | 15% | 46,799 | 78,588 | 168% | 200% |
| Broadcast Cash Flow (net of political + transactions) | 30% | 927,011 | 824,096 | 89% | 72% |
| Qualitative Metrics | 40% | Scored Above Target | Scored Above Target | — | 190% |
| Total Payout (% of Target) | — | — | — | — | 146% (after individual adjustments) |
Long-Term Incentive (LTI) Awards and Vesting
| Year | Instrument | Grant Date | Target/Granted | Max | Vesting Schedule |
|---|---|---|---|---|---|
| 2023 | 50% RS + 50% Performance Shares | May 22, 2023 | Grant date fair value = 180% of salary, pro-rated | 200% of initial perf. shares | RS vest ratably end of each Feb; PS earn based on average annual incentive payouts 2024–2026; vest Feb 28, 2026 |
| 2024 | RS (time-based) | Feb 14, 2024 | 113,056 shares | — | One-third vest on Feb 28, 2025; Feb 28, 2026; Feb 28, 2027 |
| 2024 | Performance Shares | Feb 14, 2024 | Target 113,056 shares | 226,112 shares | Earn 0–200% based on average annual incentive payouts 2024–2026; vest Feb 28, 2027 upon certification |
| 2025 | RS (time-based) | Feb 2025 | Amount not disclosed (structure 50% RS) | — | One-third vest on Feb 28, 2026; Feb 28, 2027; Feb 29, 2028 |
| 2025 | Cash Performance Units (CPUs) | Feb 2025 | 50% CPUs (cash-denominated) | Earn up to 200% | Earn based on average annual incentive payouts 2024–2026; settle at end of three-year period once certified |
Grant date fair values for 2024 (RS + PS) totaled $1,831,507 for McNamara .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 546,414 shares of common stock (<1% of outstanding) as of March 7, 2025; company totals: 92,287,559 common, 9,586,408 Class A |
| Unvested Time-Based RS (12/31/2024) | 149,225 shares; market value $470,059 (using $3.15 common close on 12/31/2024) |
| Unearned Performance-Based (Target) (12/31/2024) | 167,309 shares; payout value $527,023 |
| 2024 Vested Stock Awards | 21,779 shares; $129,628 value |
| Stock Options | None outstanding (no exercisable or unexercisable options) |
| Ownership Guidelines | 3x base salary; executives have five years to comply; McNamara has until Dec 2028 and is still within compliance window |
| Anti-Hedging / Pledging | Hedging prohibited; short sales restricted; shares pledged or in margin accounts do not count for guidelines |
| Insider Trading Controls | 2025 Insider Trading Policy with preclearance group, blackout periods, 10b5-1 exceptions |
Employment Terms
| Provision | Economics / Terms |
|---|---|
| Appointment & Role | Named EVP & COO effective May 22, 2023; principal operating officer |
| Base Salary | $775,000 (pro-rated from 5/22/2023); $814,000 in 2024; no increase for 2025 |
| Annual Incentive Targets | 2023: target 90% of salary (threshold 45%, max 180%); 2024: target 100% (threshold 50%, max 200%) |
| LTI Design | 2023 mix 50% RS/50% PS linked to average annual incentive payouts; 2024 same; 2025 mix includes CPUs due to share availability |
| Severance – Change in Control | Double-trigger within 24 months; lump-sum severance = 2.0x (base salary + target bonus) plus pro-rated target bonus, immediate vesting of equity (performance awards at target), COBRA premium reimbursement for years equal to multiplier; no excise tax gross-up (cut-back vs full whichever better) |
| Other Termination Scenarios (12/31/2024) | Involuntary/Voluntary Termination: $121,329; Death: $3,118,411; Disability: $1,762,795; Change in Control (followed by involuntary termination): $5,188,411 |
| Restrictive Covenants | Non-solicitation, non-competition, confidentiality required under Change in Control Plan |
| Clawback Policy | NYSE-compliant clawback for erroneously awarded compensation tied to financial restatements |
| Pension | Not eligible (plan frozen; N/A for McNamara) |
Investment Implications
- Pay-for-performance alignment: Annual incentive metrics are transparent and balanced (revenue x2, broadcast cash flow, qualitative ops), with payouts tracking company performance (146% in 2023; 120% in 2024), and LTI performance shares/CPUs earned based on average annual incentive outcomes across 3 years, reinforcing multi-year execution discipline .
- Retention and selling pressure: Meaningful unvested equity (149,225 time-based; 167,309 performance target) with staged vesting through 2027–2028 and ownership guideline deadline of Dec 2028 suggest continued alignment and potential reduced discretionary selling to meet guidelines; no options outstanding minimizes forced exercise dynamics .
- Change-in-control economics: 2.0x cash severance plus full equity vesting at target under double trigger is moderate relative to mid-cap media peers; absence of excise tax gross-ups and presence of restrictive covenants mitigate governance risk .
- Governance and risk controls: Anti-hedging, insider trading preclearance/blackouts, and clawback policy lower misalignment risks; no disclosure of share pledging by McNamara in beneficial ownership footnotes .
- Execution track record: Company cited operational achievements in 2024 (debt reduction/refinancing, cost containment, retrans renewals, programming and sports rights expansion, Assembly Studios monetization, journalism excellence), supporting the qualitative over-target score and 120% payout, which ties directly into her performance-based LTI measurement framework .