Andrew Glaze

About Andrew P. Glaze

Andrew P. Glaze (age 46) is an independent Class B director of MediaCo Holding Inc. (MDIA), serving since November 2019. He is founder and Chief Investment Officer of Shiro Capital (since 2019); prior roles include Research Analyst at Standard General (2016–June 2019), Managing Director at Claar Advisors (joined 2014), founder/CIO of Emys Capital (2009–2014), and investment banking associate at Merrill Lynch. He served five years as a U.S. Army officer (1st Cavalry Division), including a one-year deployment to Baghdad, holds a B.S. from West Point, an MBA from Columbia Business School’s Value Investing Program, and is a CFA charterholder. The Board classifies Mr. Glaze as an independent director under Nasdaq standards.

Past Roles

External Roles

• No other public company directorships are disclosed for Mr. Glaze in MDIA’s proxy biographies.

Board Governance

• Independence: The Board determined that seven of eight directors, including Mr. Glaze, are independent under Nasdaq rules. MDIA is a “Controlled Company” under Nasdaq standards.
• Committees:
  • Audit Committee: Members are Greene (chair), McDermott, McAdaragh, Pertuz, Thakrar (Mr. Glaze is not listed). The committee met four times in 2024.
  • Compensation Committee: Members are McDermott (chair), Cannon, Thakrar, McAdaragh (Mr. Glaze is not listed). The committee met three times in 2024.
  • Diversity, Equity and Inclusion Committee: Sole member is Mr. Glaze.
• Board Chair: Deborah McDermott (independent) sets agendas, leads executive sessions of independents, and engages with shareholders as needed.
• Attendance/Engagement: In 2024 the Board held four meetings; each director attended at least 75% of applicable Board/committee meetings, and all then-serving directors attended the 2024 annual meeting.

Fixed Compensation

• Director fee framework: Historical annual retainer authorized at $75,000 per director and chair retainers of $50,000 for Board, Audit, Acquisition, Digital, COVID committees, and $100,000 for Diversity Committee Chair; however, a 20% reduction to the $75,000 director retainer (40% for Ms. McDermott) has remained in effect since 2020, with the reduced portion expected to be paid in Class A shares upon approval of a new equity plan. Cannon and Pertuz receive no Board compensation.

Performance Compensation

• 2024 equity for directors: No stock or option awards disclosed for Mr. Glaze in 2024.
• 2025 Equity Compensation Plan (if approved):
  • Eligible participants include non-employee directors; up to 5,000,000 Class A shares authorized.
  • Non-employee director award cap: $1,000,000 in the year of appointment and $300,000 in subsequent years (cash plus grant-date fair value).
  • Prohibition on repricing options/SARs without shareholder approval.
  • Clawback: Awards subject to company clawback policy and applicable law/stock exchange rules.
  • Change-in-control: Awards may be assumed, substituted, cashed out, or accelerated at Administrator’s discretion; treatment varies by award type.
• Performance metrics: The plan permits performance awards with objectives set by the Compensation Committee/Administrator; specific metrics for director awards are not disclosed.

Other Directorships & Interlocks

• Controlled company: SG Broadcasting/Standard General beneficially owns ~80.01% of Class A and 100% of Class B, equating to ~89.5% combined voting power; as a controlled company, MDIA is exempt from certain Nasdaq independence requirements.
• Related-party exposure (parent/affiliate): In October 2024, MDIA entered into an at-cost Employee Leasing Agreement with Standard Media Group LLC, a wholly owned subsidiary of Standard General (affiliate of controlling shareholder).
• Background linkage: Mr. Glaze previously worked at Standard General (2016–June 2019). This is a historical employment link; he is currently independent under Nasdaq rules.

Expertise & Qualifications

• Capital markets and investing: Founder/CIO roles (Shiro, Emys Capital), prior roles at Standard General and Claar Advisors; investment banking at Merrill Lynch.
• Education/credentials: B.S. (USMA West Point); MBA (Columbia Business School Value Investing Program); CFA charterholder.
• Leadership and discipline: U.S. Army officer (Captain), 1st Cavalry Division; one-year deployment to Baghdad; service-disabled veteran.
• Board contribution: Brings investment, capital structure, and M&A insight to the Board.

Equity Ownership

Governance Assessment

• Positives:
  • Independent director with strong investment and capital markets background; independent Board Chair facilitates executive sessions.
  • Meets independence standards; Board/committees achieved at least 75% attendance; full director attendance at 2024 annual meeting.
  • Owns 124,020 shares, aligning interests with shareholders.
• Watchpoints/RED FLAGS:
  • Controlled-company structure concentrates voting power (~89.5%) with SG Broadcasting (Standard General), reducing certain Nasdaq independence requirements.
  • Related-party transactions exist with entities affiliated to the controlling shareholder (e.g., Employee Leasing Agreement with Standard Media Group LLC).
  • Single-member DEI Committee (Mr. Glaze) centralizes oversight to one director; consider multi-member composition for broader oversight.
  • Director cash compensation predominated in 2024 (no equity grants), though reduced retainer portions are expected to be paid in Class A shares upon future equity plan approval (potentially improving alignment once issued).
• Policies mitigating risk: Insider trading policy with blackout restrictions; equity plan prohibits repricing without shareholder approval and includes clawback provisions.