Colbert Cannon

About Colbert Cannon

Colbert Cannon (age 49) is a Managing Director at HPS Investment Partners; he joined MDIA’s board on April 17, 2024 as an Investor Director Designee of SLF LBI Aggregator, LLC (an HPS affiliate) under a shareholder agreement tied to the Estrella transaction; his current term runs to 2028. He previously served as Partner/Director of Research at Wingspan Investment Management (launched 2013), Managing Director leading credit at Glenview Capital (2009–2012), Principal at Audax Group, and began his career in Goldman Sachs M&A; he holds an AB in Social Studies from Harvard College . The board has determined Cannon is an independent director under Nasdaq rules, while MediaCo is a “Controlled Company”; the independent Board Chair is Deborah A. McDermott .

Past Roles

External Roles

The proxy notes Cannon “has served on the boards of several media companies,” but does not list specific current public company directorships .

Board Governance

• Committees: Compensation Committee member (Chair: Deborah McDermott; other members: Amit Thakrar, Mary Beth McAdaragh). Cannon is not on the Audit Committee (members: Robert Greene—Chair and financial expert—McDermott, McAdaragh, Brett Pertuz, Amit Thakrar) .
• Independence: Board deems Cannon independent under Nasdaq; MediaCo is a “Controlled Company” (exempt from certain independent nominating requirements) .
• Leadership: Independent Board Chair (Deborah McDermott) oversees agendas and independent director executive sessions; coordinates with CEO .
• Meeting cadence/attendance: Board held 4 meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors in office attended the 2024 annual meeting .
• Election outcome (2025 annual meeting): Cannon (Class A director) received 37,835,746 For, 91,702 Withheld; Class B directors Greene and McDermott were also elected .

Fixed Compensation

Performance Compensation

• Director performance-based pay: None disclosed; Cannon receives no director compensation .
• 2025 Equity Compensation Plan (framework only): Non-employee director award limit is $1,000,000 in the year of appointment and $300,000 per subsequent year; plan includes clawback/forfeiture provisions and prohibits option/SAR repricing without shareholder approval .
• No specific director performance metrics or director equity grants to Cannon are disclosed .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial/credit expertise from HPS, Glenview credit leadership, and Audax PE; M&A background from Goldman Sachs .
• Education: AB, Harvard College .
• Board skills cited: financial analysis, operational oversight; prior service on several media company boards (unspecified) .

Equity Ownership

Insider filings/trades:

• Form 3: Initial statement of beneficial ownership filed April 24, 2024, reporting person “Cannon Colbert”; no reported Form 4 open-market purchases/sales in 2024–2025 returned by our query .
• Insider-trades retrieval summary (2024-01-01 to 2025-12-31; person filter “Colbert Cannon”): one record (Form 3 on 2024-04-24), no Form 4 transactions returned (awards/sales/purchases) during this window.

Say-on-Pay & Shareholder Feedback

Governance Assessment

• Strengths

  • Independent director status, strong finance/M&A/credit background; serves on Compensation Committee (key oversight role) .
  • Board Chair is independent; formal governance guidelines and clawback policy embedded in the 2025 Equity Plan .
  • Attendance threshold met by all directors in 2024; shareholder support for Cannon’s election and Say-on-Pay was very high .

• Risks and potential conflicts

  • RED FLAG: Investor-designee from HPS while HPS affiliates hold low-priced warrant ($0.00001 exercise), Series B preferred, and second-lien creditor position with consent rights via Stockholders/Shareholders Agreement—concentrated influence and potential conflicts in capital allocation/transactions .
  • RED FLAG: Controlled company status (Standard General ~89.5% voting power as of 6/18/2025) reduces independence requirements and concentrates control; Aggregator board designation rights further entrench sponsor influence .
  • RED FLAG: Cannon receives no director compensation and shows no personal MDIA share ownership; alignment may be primarily via sponsor economics rather than direct ownership alongside minorities .
  • Related-party Employee Leasing Agreement with Standard Media Group (affiliate of controlling shareholder) embeds operational ties; disclosed as at-cost but still a governance sensitivity .

Related-Party Transactions (Context for Conflicts)

Equity Ownership (Director-Specific)

Additional Context: Voting Control and 2025 Special Meeting

• SG Broadcasting intended to vote for management recommendations and controlled ~89.5% combined voting power as of 6/18/2025 .
• Special meeting (3/6/2025) approved issuance of Warrant and Option Shares (For: Class A 91,832,630; Class B 54,131,970) .

Overall implication: Cannon brings deep credit and restructuring expertise useful for a levered, transforming media platform, but his investor-designee status alongside HPS’s significant financing and equity rights plus Controlled Company dynamics present governance overhangs for minority holders. Monitoring related-party transactions, capital allocation, and Compensation Committee decisions is warranted .