Michelle Lee
Mediaco HoldingAbout Michelle Lee
Michelle Lee serves as Chief Legal Officer and Corporate Secretary of MediaCo Holding Inc. as of the 2025 proxy; she is listed as Secretary in the notice and as an executive in the equity plan “New Plan Benefits” table . An external leadership announcement indicated she transitioned to MediaCo as Chief Legal Officer in 2025 from Stand with Asian Americans, where she was President, General Counsel, and Board Chair . Company performance context during her tenure includes an expected 19% year-over-year net revenue increase for Q3 2025, with net loss up ~130% driven largely by mark-to-market warrant fair value adjustments .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stand with Asian Americans (SwAA) | President, General Counsel, Board Chair | Through Aug 2025 | Led legal civil rights organization focused on anti-Asian workplace discrimination; transitioned to MediaCo CLO |
| StudyBlue, Inc. | Head of Marketing | Not disclosed | Marketing leadership experience at edtech company |
External Roles
- No public company directorships or external committee roles disclosed in MediaCo filings for Michelle Lee. She is recorded as the company’s corporate Secretary in the 2025 proxy .
Fixed Compensation
- Base salary and target/actual bonus for Michelle Lee are not disclosed in the latest proxy or 8-K filings reviewed; prior Chief Legal Officer compensation in 2024 referenced a leased officer (Andrew C. Carington) at $300,000 base with 50% target bonus, but that arrangement preceded Michelle Lee’s appointment and does not apply to her .
Performance Compensation
| Incentive Type | Anticipated Grant Timing | Dollar Value ($) | Shares | Vesting Terms | Notes |
|---|---|---|---|---|---|
| Restricted Stock (2025 Equity Compensation Plan) | Shortly after Aug 8, 2025 Annual Meeting (upon plan approval) | $1,000,000 | 934,579 shares (based on $1.07 closing price on 6/20/25 for illustrative count; final shares use 5-day VWAP preceding award) | Specific vesting schedule for Michelle Lee not disclosed in proxy; plan permits time-based and performance-based awards | Shareholders approved the 2025 Equity Compensation Plan, enabling these grants |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Executive beneficial ownership (Michelle Lee) | Not specifically disclosed; NEO/Director table omits Michelle Lee |
| All Executives & Directors as a Group | 314,287 Class A shares; less than 1% combined voting power |
| Controlling shareholder | Standard General beneficially owns ~80.01% of Class A and 100% of Class B; ~89.52% combined voting power |
| Anti-pledging/transfer | Awards under the 2025 plan cannot be sold, transferred, or pledged; violations are null and void |
| Clawback policy | All awards subject to company clawback policy and applicable exchange/law requirements |
| Ownership guidelines | No executive stock ownership guideline disclosures found in the proxy for Michelle Lee |
Employment Terms
| Provision | Summary |
|---|---|
| Change in Control – definition | >50% voting power acquisition (subject to non-control exceptions); board majority turnover; certain merger/consolidation; liquidation; sale of substantially all assets |
| Corporate Transaction – award treatment | Committee may assume/continue/substitute awards; vested awards must get a 15-day exercise window or cash/securities payment equal to per-share transaction value (less strike/base for options/SARs); unvested awards may be accelerated or paid/canceled at Committee discretion |
| Transfer restrictions | Awards non-transferable and cannot be pledged; limited exceptions (will/beneficiary/domestic relations orders) |
| Severance/non-compete | No Michelle Lee-specific employment agreement, severance, non-compete, or garden leave terms disclosed in reviewed filings |
Say-on-Pay & Shareholder Feedback
| Proposal | Meeting | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|---|
| Approve 2025 Equity Compensation Plan | Aug 8, 2025 | 91,877,143 | 140,242 | 42,033 | 625,169 |
| Advisory vote on NEO compensation | Aug 8, 2025 | 92,003,245 | 15,046 | 41,127 | 625,169 |
Performance & Track Record
- Estrella acquisition: MediaCo consummated the Estrella asset purchase on Apr 17, 2024, including issuance of a warrant for up to 28,206,152 Class A shares, Series B preferred stock, second lien term loan, and cash consideration; Put Right exercised May 1, 2025 to acquire broadcast assets for 7,051,538 Class A shares .
- Corporate performance update: MediaCo anticipated Q3 2025 net revenues +19% YoY, with net loss +130% YoY due to mark-to-market warrant fair value adjustments .
Investment Implications
- Alignment and incentives: Michelle Lee’s $1,000,000 restricted stock award under the 2025 plan materially increases her equity exposure; awards are subject to clawbacks and cannot be pledged, improving alignment and reducing hedging risk .
- Vesting and CIC dynamics: The plan permits accelerated vesting and/or cash-out upon corporate transactions, which may create sellable supply upon liquidity events and introduces potential golden parachute excise tax exposure (280G) depending on accelerated benefits .
- Governance and control: Executive/director ownership is de minimis (<1%), while Standard General holds ~89.52% combined voting power; compensation and retention levers (including equity awards) are likely influenced by a controlling shareholder regime .
- Performance context: Strong expected revenue growth offset by warrant-related non-cash losses highlights non-operational accounting volatility; legal and governance roles (Secretary/CLO) are central to executing complex transactions and equity plan administration, but specific Michelle Lee performance metrics/bonuses are not disclosed, limiting pay-for-performance assessment .