Bernadette Aulestia
NEXSTAR MEDIA GROUPAbout Bernadette S. Aulestia
Bernadette S. Aulestia (age 52) is an independent director of Nexstar Media Group (NXST) since 2021. She is the former President, Global Distribution at HBO, with prior senior roles at Univision and Turner; at Nexstar, she serves on the Compensation Committee and attended 100% of Board and committee meetings in 2024 (12 total). She chairs governance committees at Denny’s Corporation and National CineMedia, bringing public-company governance expertise; the Board confirms her independence, and all Board committees are fully independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HBO (WarnerMedia) | President, Global Distribution; EVP Global Distribution; EVP Domestic Network & Digital Distribution | 2009–2019 (roles spanning 2009–2019) | Led distribution strategy for premium programming and digital/network distribution |
| Univision Communications | Various roles | Prior to HBO | Content and distribution experience in Hispanic media |
| Turner Broadcasting Systems | Various roles | Prior to HBO | Network/distribution experience |
| Kidder Peabody | Various roles | Prior to HBO | Finance background |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Denny’s Corporation (NASDAQ: DENN) | Director; Chair, Corporate Governance & Nominating Committee | 2018–Present | Leads governance practices and board refreshment |
| National CineMedia, Inc. (NASDAQ: NCMI) | Director; Chair, Nominating & Governance Committee | 2023–Present | Governance leadership in cinema advertising |
| Candoo Tech (Private) | Director | 2021–Present | Tech-enabled consumer support for aging adults |
Board Governance
- Committee assignments: Compensation Committee (member; not Chair). All committees are independent; Compensation met 8 times in 2024.
- Attendance/engagement: 100% overall attendance in 2024 (Full Board 4; Compensation 8; Total 12); 92% overall in 2023.
- Independence: Board lists Aulestia as independent; 8 of 9 directors are independent; committees 100% independent.
- Overboarding policy: Nexstar limits directors to 4 public-company boards (including NXST); all directors in compliance. Aulestia holds three (NXST, DENN, NCMI).
- Stock ownership requirements: Directors must hold stock equal to 3x annual base retainer (tested at 5 years; includes unvested RSUs); all applicable directors in compliance. Hedging and pledging are prohibited (policy strengthened January 2025).
- Board structure signals: No lead independent director by policy; Board plans to separate Chair/CEO after the Founder’s departure (adopted 2024).
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer | $100,000 | $100,000 |
| Committee membership fee (Compensation) | $10,000 | $10,000 |
| Committee chair fee (not applicable) | $0 | $0 |
| Meeting fees | $0 (none paid) | $0 (none paid) |
| Total cash fees (Aulestia) | $110,000 | $110,000 |
Performance Compensation
| Equity Award (Director) | Grant Date | Shares | Fair Value | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| RSUs (time-based) | 6/14/2023 | 750 | $120,584 | Vested in full on 6/9/2024 | Standard annual director grant |
| RSUs (time-based; includes 2023 catch-up) | 3/20/2024 | 1,560 | $249,911 | Vested in full on 3/20/2025 | Includes 398 RSUs to address 2023 administrative error |
Performance metrics: Director equity grants are time-based RSUs (no performance metrics for directors).
Other Directorships & Interlocks
| Entity | Nature of Relationship | Potential Interlock/Conflict Assessment |
|---|---|---|
| Denny’s (DENN) | Restaurant chain (director) | No known supplier/customer tie to Nexstar; governance-only role (LOW conflict) |
| National CineMedia (NCMI) | Cinema advertising platform (director) | Business model adjacent to advertising but not a Nexstar supplier/customer; governance-only role (LOW conflict) |
| Candoo Tech | Private tech support service (director) | No disclosed related-party transactions with Nexstar (LOW conflict) |
Expertise & Qualifications
- Board skills: Public company, industry, management, and financial expertise; part of a board with diversified skills in IT and M&A.
- Career credentials: Senior distribution leadership at HBO; prior roles at Univision and Turner; active governance leadership at DENN and NCMI (committee chair).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Bernadette S. Aulestia | 3,560 | * (<1%) | Direct ownership; directors’ RSUs counted for guidelines |
| Unvested RSUs as of 12/31/2024 | 1,560 | n/a | Granted 3/20/2024; vested 3/20/2025 |
- Ownership alignment: Directors must hold 3x base retainer; all applicable directors are compliant; hedging/pledging prohibited.
Governance Assessment
- Strengths:
- Independence with 100% attendance in 2024; robust engagement across Board and Compensation Committee.
- Strong governance credentials as chair of governance committees at two other public companies; aligns with Nexstar’s fully independent committees.
- Equity-based director pay meaningful (2024 RSU grant fair value $249,911 vs. $110,000 cash), supporting alignment with shareholders; stock ownership guidelines enforced; anti-hedging/pledging policy tightened in 2025.
- Overboarding policy respected (three public boards, within the four-board limit).
- Watch items / RED FLAGS:
- Say-on-Pay support was ~40% in 2024, signaling investor dissatisfaction with executive compensation; as a Compensation Committee member, Aulestia is part of the oversight responsible for responding to investor feedback. Nexstar subsequently revised the LTIP structure for non-CEO NEOs in 2025 and disclosed CEO LTIP changes upon contract renewal (measurement period longer, TSR cap if absolute TSR negative, multi-metric approach).
- No lead independent director by Board policy; some investors consider this a governance weakness, though the Board provides rationale and plans to separate Chair/CEO upon the Founder’s departure.
- Related-party exposure: No related-party transactions disclosed involving Aulestia; a separate aircraft arrangement exists with the CEO’s company at market rates (Board policy oversight), but this does not involve Aulestia.
Attendance & Engagement (Detail)
| Metric | 2023 | 2024 |
|---|---|---|
| Full Board meetings attended | 4 of 5 (92% overall) | 4 of 4 (100% overall) |
| Compensation Committee meetings attended | 8 of 8 | 8 of 8 |
| Total meetings attended | 12 (92% overall) | 12 (100% overall) |
Director Compensation (Mix and Trend)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | $110,000 | $120,584 | $230,584 |
| 2024 | $110,000 | $249,911 | $359,911 |
- Note: 2024 RSU grant included 398 RSUs to remedy a 2023 administrative error, increasing equity grant value year-over-year; directors do not receive meeting fees.
Policy & Controls Snapshot (for confidence)
- Clawback policy adopted October 2023 (SEC-compliant).
- Insider Trading & Anti-Hedging/Pledging policy prohibits hedging and pledging; stricter standards adopted January 2025.
- Stockholder outreach: Board members (including Compensation Committee) participated in extensive outreach leading to LTIP changes for non-CEO NEOs.