Brett Pertuz
Mediaco HoldingAbout Brett Pertuz
Brett Pertuz (age 51) is a Class A Director at MediaCo Holding Inc. (MDIA), elected April 17, 2024 via designation rights held by SLF LBI Aggregator (an affiliate of HPS Investment Partners) following MediaCo’s Estrella transaction. He is a Managing Director at HPS and holds a BS from the University of Virginia and an MBA from Harvard Business School; the Board has determined he is an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HPS Investment Partners | Managing Director | 2018–present | Private credit/PE experience; finance transactions |
| Altpoint Capital Partners | Managing Director | Prior to 2018 | Private equity investing |
| Bruckmann, Rosser, Sherrill & Co. | Managing Director | Prior to 2018 | Private equity investing |
| Bain & Company | Consultant | Career start | Strategy/operations foundation |
External Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| HPS Investment Partners | Managing Director | Financial sponsor; affiliated with Aggregator that has director designation and consent rights at MDIA |
| Various private companies | Board service | Served on boards of several private companies (not individually listed) |
Board Governance
- Independence: Board has determined Pertuz is independent; MDIA is a “Controlled Company” under Nasdaq rules, exempt from certain independent director requirements .
- Committee assignments: Audit Committee member; Audit Committee chaired by Robert L. Greene; Compensation Committee does not include Pertuz .
- Board leadership: Deborah A. McDermott is the independent Board Chair, responsible for executive sessions and agenda-setting .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; Board held 4 meetings; Audit Committee held 4; Compensation Committee held 3 .
| Governance Metric | Value | Source |
|---|---|---|
| Independence status | Independent director (Nasdaq rules) | |
| Audit Committee membership | Member (Chair: Robert L. Greene) | |
| Compensation Committee membership | Not a member | |
| Board meetings held (2024) | 4 | |
| Audit Committee meetings (2024) | 4 | |
| Compensation Committee meetings (2024) | 3 | |
| Board Chair | Deborah A. McDermott (independent) | |
| Controlled Company status | Yes (Nasdaq) |
Fixed Compensation
- Pertuz receives no compensation for Board service (no cash retainers, chair fees, or equity grants) .
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | $0 | $0 | $0 | $0 | $0 |
Notes:
- Standard director retainer structure exists for other non-officer directors, with reductions since 2020; reductions for 2024 to be paid in Class A shares upon approval of a new equity plan, but Cannon and Pertuz receive no Board compensation .
Performance Compensation
- None disclosed for Pertuz as a director; MDIA’s 2025 Equity Compensation Plan provides for RSUs, performance awards, options, SARs, DERs and includes clawbacks, but Pertuz is not a recipient of director compensation .
| Metric Type | Applicable to Pertuz | Plan Mechanics (MDIA 2025 Plan) |
|---|---|---|
| RSUs/Restricted Stock | None | Plan permits RSUs/Restricted stock grants; non-employee director annual limit $300k after appointment year |
| Performance Awards (Revenue/EBITDA/TSR etc.) | None | Performance Awards allowed; Administrator sets objectives and vesting; clawback applies |
| Options/SARs | None | Repricing prohibited without shareholder approval; ISO/NSO terms defined; 10-year max term typical |
| Clawback | Not applicable to Pertuz awards | Awards subject to clawback policy and legal requirements |
Other Directorships & Interlocks
| Relationship | Details | Governance Consideration |
|---|---|---|
| Aggregator (HPS affiliate) designation rights | Aggregator may designate up to three directors (including Cannon and Pertuz), subject to ownership thresholds; also holds consent rights over material actions | Concentrated influence; potential conflicts with minority shareholders |
| HPS financing ties | HPS-related entities hold Series B Preferred Stock (60,000 shares) and second lien term loan; Aggregator received a warrant to purchase up to 28,206,152 Class A shares at $0.00001 | Economic stakes and governance rights for sponsor affiliate; oversight needed |
| Standard General control | SG Broadcasting beneficially owns ~80% of Class A and 100% of Class B as of June 18, 2025; ~89.5% combined voting power (June 2025) | “Controlled Company” status; reduced independence requirements |
| Board interlock (HPS) | Colbert Cannon (HPS MD) also a director; both Cannon and Pertuz designated via Aggregator rights | Sponsor-aligned block on Board |
Expertise & Qualifications
- Education: BS, University of Virginia; MBA, Harvard Business School .
- Domain expertise: Private equity and finance transactions; operational oversight; board experience (private companies) .
- Board skills contribution: Financial and transaction acumen complements Audit oversight, though designated “audit committee financial expert” is Robert L. Greene .
Equity Ownership
- Beneficial ownership: No Class A or Class B shares reported for Pertuz in MDIA beneficial ownership tables (Feb 13, 2025 and June 18, 2025) .
- Initial Form 3: Filed April 24, 2024; securities owned: 0 .
- Ownership alignment: Pertuz has no personal MDIA share ownership; alignment is indirect via HPS sponsor affiliation.
| Date (Record) | Class A Shares | Class A % | Class B Shares | Class B % | Notes |
|---|---|---|---|---|---|
| Feb 13, 2025 | 0 | 0.00% | 0 | 0.00% | No personal beneficial ownership reported |
| Jun 18, 2025 | 0 | 0.00% | 0 | 0.00% | No personal beneficial ownership reported |
Insider filings:
| Filing Date | Transaction Date | Form | Reporting Name | Securities Owned After | Link |
|---|---|---|---|---|---|
| 2024-04-24 | 2024-04-17 | Form 3 | PERTUZ BRETT A | 0 |
Governance Assessment
-
Positives:
- Independent designation under Nasdaq, despite sponsor affiliation; contributes financial acumen to Audit oversight .
- Board Chair is independent; structured executive sessions; Audit Committee active (4 meetings in 2024) .
- Strong shareholder support in 2025 for say-on-pay (92,003,245 For vs 15,046 Against) and 2025 Equity Plan approval (91,877,143 For) .
-
Concerns and RED FLAGS:
- Sponsor influence: Aggregator (HPS affiliate) holds director designation and consent rights over material actions; HPS economic stake via Series B Preferred and near-zero strike warrant; dual HPS MDs (Cannon and Pertuz) on Board — potential conflicts of interest and minority shareholder risk .
- Controlled Company: Exempt from certain Nasdaq independence requirements; no separate nominating/governance committee — full Board handles nominations, subject to sponsor/SG Broadcasting obligations .
- Alignment: Pertuz receives no director compensation and holds no MDIA shares personally; alignment is primarily to sponsor economics rather than direct MDIA equity “skin-in-the-game” .
- Related-party exposures: Employee Leasing Agreement with Standard Media Group (affiliate of SG Broadcasting) at cost; significant financing and equity structures involving HPS and SG Broadcasting require heightened Audit/independent oversight .
| Shareholder Votes (Aug 8, 2025) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Equity Compensation Plan | 91,877,143 | 140,242 | 42,033 | 625,169 |
| Say-on-Pay (NEO comp) | 92,003,245 | 15,046 | 41,127 | 625,169 |
Overall: Governance effectiveness depends on rigorous management of sponsor-related conflicts through the Audit Committee and independent Chair leadership. The lack of personal equity ownership and absence of director pay for Pertuz reduces direct alignment but underscores his role as a sponsor designee; investors should monitor consent right usage, related-party arrangements, and independent committee functioning for signals impacting minority shareholder protections .