Ellen Johnson
NEXSTAR MEDIA GROUPAbout Ellen Johnson
Ellen Johnson (age 59) is an independent director of Nexstar Media Group, appointed October 1, 2024, and serves on the Audit Committee; she is designated an “audit committee financial expert.” She is EVP & CFO of The Interpublic Group of Companies (IPG), with extensive leadership experience across accounting, corporate finance, IT, and investor relations, and is the executive sponsor of ESG programs at IPG .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Interpublic Group of Companies (IPG) | SVP, Finance & Treasurer | 2004–2020 | Led finance and treasury functions; prepared for subsequent CFO responsibilities |
External Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| The Interpublic Group of Companies (IPG) | EVP & Chief Financial Officer | 2020–Present | Oversees global finance, information technology, and investor relations; executive sponsor for ESG programs related to climate action, social programs, and governance |
Board Governance
- Status: Independent director; Audit Committee member since October 31, 2024; classified by the Board as an audit committee financial expert .
- Attendance: 100% attendance for the meetings held after her appointment (attended each full Board and Audit Committee meeting from appointment through year-end 2024) .
- Committee independence: All committees are fully independent; Audit, Compensation, and Nominating & Corporate Governance committees comprised entirely of independent directors .
- Over-boarding policy: Limit of 4 public company boards, except full-time officers (like a CFO) are limited to 2 boards including Nexstar; all directors are in compliance .
- Lead Independent Director: None; Board states a lead independent role would hinder engagement; policy to separate Chair and CEO upon founder’s departure adopted in 2024 .
- Director engagement/self-evaluation: Annual review of board effectiveness; average director attendance in 2024 was 96% with minimum 89% .
Fixed Compensation
Director compensation policy and Ellen Johnson’s 2024 amounts:
| Component | Policy | Ellen Johnson (2024) |
|---|---|---|
| Annual cash retainer | $100,000 (pro-rated) | $57,500 (pro-rated from Oct 1, 2024) |
| Committee membership fees | Audit $15,000; Compensation $10,000; Nominating $10,000 (pro-rated) | Included in cash total (Audit Committee from Oct 31, 2024) |
| Committee chair fees | Audit Chair $12,500; Compensation Chair $10,000; Nominating Chair $7,500 | N/A – not a chair |
| Meeting fees | None; travel reimbursed | None |
| Equity retainer (RSUs) | Time-based RSUs annually; March 20, 2024 grant of 1,560 RSUs for most directors; vest in full after one year | 571 RSUs granted Oct 1, 2024; vest Oct 1, 2025 |
| Stock awards grant-date fair value | Per ASC 718 | $90,314 (RSUs granted Oct 1, 2024) |
| Total 2024 director compensation | Cash + stock awards | $147,814 total ($57,500 cash; $90,314 stock) |
Notes
- Johnson’s RSU grant: 571 RSUs on Oct 1, 2024; vest Oct 1, 2025 .
- Standard 2024 director RSUs (others): 1,560 RSUs granted Mar 20, 2024; vested Mar 20, 2025 .
Performance Compensation
| Category | Detail |
|---|---|
| Performance-based director metrics | None disclosed for directors; board equity awards are time-based RSUs, not PSUs or options |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy does not list Johnson serving on other public company boards; she is CFO at IPG, a marketing solutions company . |
Potential interlocks/conflicts
- Business overlap: IPG operates in marketing/advertising; Nexstar is a major seller of advertising. No related-party transactions with IPG are disclosed; Nexstar screens for conflicts via Nominating & Governance criteria and reports related-party transactions (none involving Johnson) .
- Over-boarding/time commitment: As a full-time CFO, she is subject to the stricter “2 boards including Nexstar” limit; board states all directors comply .
Expertise & Qualifications
- Functional expertise: Accounting, corporate finance, information technology; investor relations leadership; ESG sponsorship .
- Audit committee credentials: Identified by Board as an “audit committee financial expert” .
- Industry experience: Marketing and advertising sector executive leadership .
Equity Ownership
| Ownership Item | Amount/Status |
|---|---|
| Beneficial ownership (common stock) | “—” (less than 1%); no shares reported as of April 21, 2025 |
| Unvested RSUs | 571 RSUs (grant Oct 1, 2024; vest Oct 1, 2025) |
| Ownership guidelines | Directors: 3× annual base retainer; tested five years from start; includes unvested RSUs based on highest stock price over prior 24 months; all applicable directors in compliance as of 12/31/24 |
| Anti-hedging/pledging | Strict prohibition adopted Jan 2025; no hedging or pledging of Company securities |
Governance Assessment
-
Positives
- Strong financial oversight credentials; designated audit committee financial expert; assigned to Audit Committee shortly after appointment .
- Independence and attendance: Independent status; 100% attendance for meetings during her tenure in 2024 .
- Alignment policies: Director ownership guidelines (3× retainer), strict anti-hedging/pledging, and SEC-compliant clawback policy at the company level bolster investor alignment and risk controls .
- Board refreshment: Her appointment is part of ongoing refreshment, reducing average tenure and increasing skill diversity .
-
Watch items / potential RED FLAGS
- Current ownership is minimal (no common shares reported; unvested RSUs outstanding), with guideline compliance assessed five years post-start; near-term “skin-in-the-game” is limited until vesting accumulates .
- Over-boarding risk mitigated by policy, but time commitment as a sitting CFO at IPG warrants continued monitoring of attendance and engagement; policy indicates compliance today .
- Board-level consideration: Nexstar has no Lead Independent Director, which some investors view as a governance gap; Board provides rationale and has adopted a future Chair/CEO separation policy .
Overall, Johnson’s audit expertise, independence, and early evidence of engagement support board effectiveness; absence of disclosed conflicts or related-party transactions involving her and adherence to over-boarding limits reduce conflict risk .