Debra DeFelice
Mediaco HoldingAbout Debra DeFelice
Debra DeFelice, age 55, was appointed Chief Financial Officer and Treasurer of MediaCo Holding Inc. on September 26, 2024, after serving as SVP of Finance & Assistant Treasurer/EVP Radio Finance since April 2021; she previously held controller roles at Artisanal Brewing Ventures, HEPACO, LLC, and ATI Specialty Materials. She holds a BS from Binghamton University and an MBA from East Carolina University, and is a Certified Public Accountant, signaling strong technical finance credentials and governance discipline . Compensation under the 2025 Equity Plan can be tied to performance objectives such as revenue growth, EBITDA/cash flow, TSR, ROE/ROA, margins, and working capital, but her specific award metrics were not disclosed . MediaCo’s Securities Trading Policy imposes blackout windows and additional restrictions for executive officers, reinforcing compliance and lowering governance risk .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MediaCo Holding Inc. | SVP Finance & Assistant Treasurer / EVP Radio Finance | Apr 2021–Sep 2024 | Finance leadership during portfolio transition; prepared for CFO role |
| Artisanal Brewing Ventures | Corporate Controller | Not disclosed | Led controllership for consumer brands portfolio |
| HEPACO, LLC | Corporate Controller | Not disclosed | Oversaw finance for environmental services operations |
| ATI Specialty Materials | Division Controller / Director of Finance | Not disclosed | Managed finance for specialty metals division |
External Roles
No external public-company directorships or committee roles disclosed for DeFelice .
Fixed Compensation
| Metric | 2024 Actual | 2025 Terms (Offer Letter, approved Sep 26, 2024) |
|---|---|---|
| Base Salary ($) | $226,862 | $450,000 |
| Perquisites/All Other ($) | $305 (LTD insurance premium) | Not disclosed |
| One-Time Cash Bonus ($) | — | $75,000 payable Q1 2025 |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Achievement determined at discretion of Company | Not disclosed | Not disclosed | $45,000 | N/A |
| Annual Cash Incentive (2025 terms) | Achievement determined at discretion of Committee | N/A | Target $225,000 | Not disclosed | N/A |
| Equity Award (2025 Plan – Restricted Stock) | 50% time-based; 50% performance-based (Performance Stock/Units) | 50% time-based / 50% performance | $1,000,000 grant value | Not disclosed | Time-based: ratable over 3 years; Performance: per award agreement after Committee determines objectives |
| Performance Objectives universe (Plan) | Revenue/sales growth, EBITDA/FCF, TSR/share price, ROA/ROE, margins, cash flow, working capital, market share, etc. | N/A | Set by Committee | Not applicable | As determined under Plan |
Equity Ownership & Alignment
| Ownership Snapshot | Feb 13, 2025 | Jun 18, 2025 |
|---|---|---|
| Beneficial Ownership (Class A Shares) | 71,425 (0.17%) | 71,425 (less than 1%) |
| Options (Exercisable/Unexercisable) | None outstanding at YE 2024 | None outstanding at YE 2024 |
| Unvested Stock Awards | Not shown at YE 2024 | Anticipated RS grant of 934,579 shares under 2025 Plan (post-approval) |
| Pledging/Hedging | Insider trading policy imposes restrictions; specific pledging/hedging status not disclosed | Insider trading policy imposes restrictions; specific pledging/hedging status not disclosed |
Notes:
- 2025 Equity Compensation Plan “New Plan Benefits” anticipates a $1,000,000 RS grant equating to ~934,579 shares for the CFO; actual shares to be determined by 5-day VWAP before effective date after annual meeting .
- Company does not currently grant new stock options; any future option grants would be reconsidered by the Board as needed .
Employment Terms
| Term | Detail |
|---|---|
| Appointment Date | September 26, 2024 (CFO & Treasurer) |
| Base Salary | $450,000 (approved Sep 26, 2024) |
| Annual Cash Incentive (Target) | $225,000; achievement determined at Compensation Committee’s discretion |
| One-Time Bonus | $75,000, payable Q1 2025 |
| Equity Award (2025 Plan) | $1,000,000 value; 50% time-vest ratably over 3 years, 50% performance-based |
| Severance | Six months of base salary if terminated without cause (Company discretion) |
| Change-in-Control (Awards) | Under 2025 Plan, Awards may be terminated, assumed, substituted, accelerated, or cashed out upon a “Corporate Transaction”; vested Awards require 15-day exercise window or cash/property/securities payment; treatment can vary by Award/participant |
| Clawback | Awards subject to Company clawback policy and applicable laws/exchange requirements |
| Retirement | Company sponsors a 401(k) plan with potential discretionary match |
| Related Party Transactions | None for DeFelice disclosed in appointment 8-K |
Compensation Committee Analysis
| Committee | Members | Independence | Meetings |
|---|---|---|---|
| Compensation Committee | Deborah McDermott (Chair), Colbert Cannon, Amit Thakrar, Mary Beth McAdaragh | All independent under Nasdaq standards | 3 meetings in last fiscal year |
Say-on-Pay:
- 2025 proxy included an advisory vote to approve executive compensation; Board recommended “FOR”; results not provided in the filing excerpt .
Investment Implications
- Alignment: Pay mix is shifting toward equity with a sizable 2025 RS grant where 50% is performance-based, aligning compensation with value creation and reducing guaranteed cash reliance; 2024 cash bonus was modest given late-year appointment .
- Retention/Overhang: Three-year ratable vesting and performance-based components imply limited near-term selling pressure and promote retention; severance at six months base salary is modest, suggesting balanced retention economics without excessive golden parachute risk .
- Governance/Controls: Insider trading safeguards and clawback applicability support disciplined risk management; no options outstanding and current policy discouraging option grants reduces repricing risk .
- Performance Risk: Specific performance metrics/targets for the performance-based equity are not disclosed; while the plan allows robust metrics (revenue growth, EBITDA/FCF, TSR), payout certainty depends on Committee-set objectives, creating execution sensitivity for realized compensation .
- Ownership: Direct beneficial ownership is small (0.17% of Class A), but the anticipated RS grant meaningfully increases potential exposure; no pledging/hedging disclosures beyond policy references—monitor subsequent Form 4 filings post-grant for sell/hold signals .