Dana Zimmer
NEXSTAR MEDIA GROUPAbout Dana Zimmer
Dana Zimmer (age 55) is President, Distribution and Strategy at Nexstar, appointed in October 2021, responsible for all distribution of Nexstar’s broadcast and television content across cable, satellite, telco and digital platforms, and for network affiliation agreements with CBS, Fox, NBC and ABC . In 2024, Nexstar delivered record net revenue of $5.4B and Adjusted EBITDA of $2.0B ; over 2019–2024, Company cumulative TSR turned $100 into $155 versus $73 for the peer group, underscoring value creation during her tenure . Key 2024 execution for Zimmer included successful renewals with CBS and NBC, renewal of 38 CW affiliations, MVPD renegotiations, and expanded vMVPD distribution—drivers directly tied to her role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tribune Media Company | President, Distribution & Marketing | 2013–2019 | Led network distribution and marketing; oversaw station/network portfolio distribution |
| NBCUniversal | EVP, TV Networks Distribution | 2011–2013 | Ran network distribution to MVPDs; enterprise distribution leadership |
| Comcast Networks | EVP, Affiliate Sales & Marketing | 2005–Jan 2011 | Built affiliate sales; drove carriage growth and marketing for cable networks |
| YES Network; SportsNet New York | Launch teams (distribution) | Early 2000s | Spearheaded successful distribution launches for regional sports networks |
| Fox Cable Networks; Discovery Communications | Affiliate sales roles | 1990s–2000s | Negotiated carriage and expanded distribution footprints |
External Roles
No external board roles or committee positions disclosed for Zimmer in the latest proxy. Skip.
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary | $1,200,000 | Per Zimmer Employment Agreement; subject to annual review |
| Perquisites & Other Compensation | $8,784 | Life insurance ($1,532) and 401(k) ($7,252); opted not to receive auto/cell allowances |
| Ownership Guidelines | 2x base salary; all applicable officers in compliance (as of 12/31/24) | Includes unvested RSUs/PSUs in calculation; measured using highest stock price over prior 24 months |
| Anti-hedging/pledging | Prohibited (policy updated Jan 2025) | No hedging or pledging allowed |
| Clawback Policy | SEC-compliant (adopted Oct 2023) | Applies to incentive-based compensation received on/after Oct 2, 2023 |
Performance Compensation
Annual Incentive (STIP)
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Individual Performance (Company/distribution execution) | 100% | 100% of base salary ($1,200,000) | 95% achieved | $1,140,000 |
Zimmer’s bonus is discretionary, informed by Company revenue/profit vs budget and her role-specific objectives; 2024 achievements included CBS/NBC renewals, 38 CW affiliation renewals, MVPD renegotiations, and vMVPD distribution expansion .
Long-term Incentive (LTIP) – RSUs and PSUs
| Award Type | Grant Date | Units | Vesting | Performance Metric | 2024 Outcome |
|---|---|---|---|---|---|
| RSUs | 5/23/2024 | 4,000 | 4-year, 25% annually (2025–2028) | Time-based | Ongoing |
| PSUs | 5/23/2024 | 4,000 | 4-year, annual tranches require metric met | Distribution revenue ≥95% of budget (per tranche) | 2024 metric achieved; 2025 tranche to vest |
2025 program changes for non-CEO NEOs: 3-year vesting, 2-year performance period; metrics: Relative TSR (50%) and cumulative Adjusted Free Cash Flow (50%); cap TSR payout at 100% if absolute TSR negative; RSUs moved to 3-year ratable vesting .
Prior PSU Vesting in 2024
| Executive | Metric | Performance Period | Threshold | Actual | Payout | Units Vested (2024) |
|---|---|---|---|---|---|---|
| Dana Zimmer | Budgeted Distribution Revenue ≥95% (FY 2023) | FY 2023 | 95% | 98% (adjusted for customer disruption) | 100% | 3,126 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 10,040 shares (includes 1,792 directly and 8,248 RSUs vesting within 60 days of 4/21/25) |
| Shares Not Yet Vested (12/31/24) | 14,061 (RSUs and PSUs with performance met), market value $2,221,216 at $157.97 |
| Unearned PSUs (12/31/24) | 5,813 (future vesting subject to metrics), market value $918,280 |
| 2024 Vested Stock Awards | 8,752 shares vested; value realized $1,419,682 |
| Options | None (no option grants outstanding; Company does not currently grant options) |
| Ownership Guidelines Compliance | All applicable officers in compliance as of 12/31/24 |
| Hedging/Pledging | Prohibited by policy (Jan 2025 update) |
Vesting schedules (as of 12/31/24):
- RSUs: 1,000 on each of 5/23/2025, 5/23/2026, 5/23/2027, 5/23/2028 .
- PSUs: 1,000 on 5/23/2025 (achieved), 1,000 on 5/23/2026–2028 (future tranches subject to performance) .
Potential near-term supply: 8,248 RSUs vesting within 60 days of 4/21/25 and 1,000 RSUs + 1,000 PSUs scheduled for 5/23/2025 could create mechanical selling pressure (tax withholding/liquidity) even with anti-hedging/pledging constraints .
Employment Terms
| Term | Detail |
|---|---|
| Role | President, Distribution and Strategy |
| Agreement | Zimmer Employment Agreement (dated 9/19/2023); term expires 9/18/2026; auto-renewal unless notice of non-renewal |
| Base Salary | $1,200,000; annual review |
| Target Bonus | Up to 100% of base salary (or higher with CEO/Comp Committee approval) |
| Severance (No Cause, Good Reason, Change in Control) | Continued base salary for one year plus $29,000 lump sum; table shows $2,369,000 cash in those scenarios |
| Equity Treatment (Change in Control) | All RSUs and PSUs fully vest; PSUs vest at target |
| Non-compete | One-year post-employment non-compete; perpetual non-disclosure |
| Anti-hedging/pledging | Prohibited |
| Clawback | SEC-compliant clawback policy (effective Oct 2023) |
Multi-year Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 756,250 | 885,866 | 1,200,000 |
| Bonus ($) | — | — | 1,140,000 |
| Stock Awards ($) | 1,253,724 | 1,149,872 | 1,133,969 |
| Non-Equity Incentive ($) | 775,000 | 896,096 | — |
| All Other Comp ($) | 6,734 | 38,459 | 8,784 |
| Total ($) | 2,791,708 | 2,970,293 | 3,482,753 |
Compensation Structure Analysis
- Shift to multi-metric, 2-year PSU measurement and 3-year vesting for non-CEO NEOs improves pay-for-performance alignment and reduces one-year metric risk; TSR payout capped at target if absolute TSR negative—shareholder-friendly versus peer norms .
- Zimmer’s STIP is 100% discretionary (informed by Company performance), which can dilute direct metric linkage; however, distribution renewals and carriage successes tied to her remit anchored 2024 payout at 95% .
- Change-in-control equity acceleration (PSUs at target) and 1x cash severance plus $29k provide retention but also predictable parachute economics; no tax gross-ups—reduces shareholder-unfriendly risk .
- Anti-hedging/pledging policy and ownership guidelines support alignment; Company reports officers are in compliance .
Risk Indicators & Red Flags
- Mechanical selling pressure: multiple 2025 vesting events (RSUs and PSUs) may prompt share sales for tax/settlement purposes despite alignment policies .
- Discretionary bonus framework: 100% discretionary STIP weighting for Zimmer reduces explicit metric transparency vs peers; mitigated by detailed disclosure and documented role-specific outcomes .
- No evidence in proxy of hedging/pledging, gross-ups, option repricing, related-party transactions involving Zimmer, or SEC investigations; Company-wide prohibitions and policies in place .
Equity Ownership & Vesting Detail
| Date | Type | Units | Condition |
|---|---|---|---|
| 5/17/2025 | RSUs | 1,250 | Time-based from 5/17/2021 grant |
| 6/03/2025 | RSUs | 937 | Time-based from 6/03/2022 grant |
| 6/14/2025 | RSUs | 937 | Time-based from 6/14/2023 grant |
| 5/23/2025 | RSUs | 1,000 | Time-based from 5/23/2024 grant |
| 5/23/2025 | PSUs | 1,000 | 2024 metric achieved; vest at tranche |
| 2026–2028 | RSUs | 1,000 each year | Annual tranches (5/23) |
| 2026–2028 | PSUs | 1,000 each year | Each tranche subject to annual metric |
Employment & Contracts Summary
| Clause | Zimmer |
|---|---|
| Agreement Term | 9/19/2023–9/18/2026; auto-renewal |
| Severance (No Cause/Good Reason/CoC) | One-year base + $29,000; table shows $2,369,000 cash in those scenarios |
| Equity (CoC) | RSUs/PSUs accelerate; PSUs at target |
| Non-compete/Non-solicit | One-year non-compete; perpetual NDAs (company standard) |
| Perquisites | Eligible auto/cell stipends; opted not to take |
| Ownership/Trading Policies | Ownership guidelines 2x salary; anti-hedging/pledging policy |
| Clawback | SEC Rule 5608 compliant (Oct 2023) |
Performance & Track Record
- 2024 Company outcomes: Record net revenue $5.4B; Adjusted EBITDA $2.0B; cash from ops $1.25B; Adjusted FCF $1.2B; capital returns of $820M; renewals with CBS/NBC .
- Zimmer-specific 2024 highlights: CBS/NBC renewals; 38 CW affiliation renewals; MVPD renegotiations/extensions; vMVPD distribution secured .
- Prior-year PSU vesting tied to distribution revenue targets met (FY 2023), indicating delivery against core distribution KPIs .
Investment Implications
- Alignment: Strong—ownership guidelines compliance, anti-hedging/pledging, clawback, and distribution KPI-linked PSUs support pay-for-performance and investor alignment .
- Retention risk: Moderate—contract runs to 2026 with auto-renewal; severance/CoC economics are reasonable (1x cash, equity target vesting), limiting unexpected windfalls while incentivizing continuity through election/political revenue cycles .
- Trading signals: Expect periodic vest-related supply, particularly around May tranches and RSU vesting within 60 days of April 21, 2025; monitor Form 4 activity and tax withholding patterns for near-term flow impact .
- Execution levers: Continued affiliation renewals, MVPD/vMVPD carriage, and monetization in election cycles feed Adjusted FCF and TSR metrics in redesigned LTIP—positive for equity value if maintained .