Geoff Armstrong
NEXSTAR MEDIA GROUPAbout Geoff Armstrong
Geoff Armstrong (age 67) is an independent director of Nexstar Media Group (NXST) since 2003 and currently serves as Chair of the Audit Committee. He is the former CFO of AMFM, Inc., founder-executive at SFX Broadcasting, and since 2000 the CEO of private investment firm 310 Partners; the Board designates him an “audit committee financial expert.” In 2024 he attended 100% of his Board and committee meetings, signaling strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 310 Partners (private investment firm) | Chief Executive Officer | 2000 – Present | Investor/operator perspective brought to NXST board deliberations |
| AMFM, Inc. (NYSE) | Chief Financial Officer | 1999 – 2000 | Public company CFO; deep finance controls exposure |
| Capstar Broadcasting | Director & Chief Operating Officer | 1998 – 1999 | Operations leadership through merger into AMFM |
| SFX Broadcasting | Founder; CFO, COO & Director | Through 1998 (sale to AMFM) | Led growth to IPO; multi-faceted broadcast ops/finance |
External Roles
| Company | Exchange/Ticker | Role | Tenure | Committees |
|---|---|---|---|---|
| Urban One, Inc. | NASDAQ: UONE | Director | 2021 – Present; earlier 2001 – 2020 | Chair, Audit Committee (2021–Present; previously 2002–2020) |
Board Governance
- Independence: Independent director; Audit Committee Chair; designated Audit Committee financial expert .
- Committee assignments (2024): Audit (Chair); not on Compensation or Nominating & Governance .
- Attendance (2024): Board 4/4; Audit 5/5; Total 9/9 (100%); Board-wide average attendance 96% .
- Overboarding & ownership policies: NXST limits public company boards to 4; directors must hold stock ≥3x annual base retainer; all applicable directors in compliance; hedging and pledging prohibited (updated Jan 2025) .
| Governance Item | Status/Detail |
|---|---|
| Audit Committee meetings in 2024 | 5 meetings; Armstrong is Chair |
| Audit Committee financial expert | Armstrong (plus Johnson, McNabb) |
| Lead Independent Director | None (board’s stated preference) |
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard for non-employee directors |
| Audit Committee membership fee | $15,000 | Standard committee member fee |
| Audit Committee Chair fee | $12,500 | Chair premium |
| Total cash (Armstrong) | $127,500 | Matches retainer + committee + chair |
Performance Compensation
| Grant Date | Award Type | # of Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Mar 20, 2024 | Time-based RSUs | 1,560 | $249,911 | Vested in full Mar 20, 2025 | Includes catch-up of 398 RSUs for 2023 due to admin error; no performance metrics (director awards are time-based) . |
Director equity is time-based RSUs; no disclosed performance metrics for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Urban One (Director; Audit Chair) |
| Compliance with overboarding policy | Within 4-board limit (serves on 2 including NXST) |
| Potential interlocks/conflicts | None disclosed involving Armstrong; no related-person transactions disclosed for him |
| Related-party environment (company-wide) | Only disclosed related-party transaction involves CEO Perry Sook aircraft usage at market rates; no Armstrong involvement |
Expertise & Qualifications
- Finance and audit: Former public-company CFO; designated Audit Committee financial expert; “Financial” skill flagged in Board skills matrix .
- Operations/M&A: Prior COO roles; M&A and industry buildout experience from SFX and Capstar .
- Regulatory/Legal insight: Board skills matrix notes regulatory/legal experience .
Equity Ownership
| Item | Amount / Detail |
|---|---|
| Beneficial ownership (common stock) | 8,810 shares directly owned (as of 4/21/2025) |
| Shares outstanding (for context) | 30,188,767 common shares (as of 4/21/2025) |
| Ownership as % of outstanding | ~0.029% (8,810 / 30,188,767; calculated) |
| Unvested RSUs at 12/31/2024 | 1,560 (vested 3/20/2025) |
| Director stock ownership guideline | 3x annual base retainer; all applicable directors in compliance |
| Hedging/pledging | Prohibited as of Jan 2025 update |
Governance Assessment
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Strengths
- Highly experienced broadcast operator/finance executive leading NXST’s Audit Committee; designated audit financial expert; strong 2024 attendance (100%) .
- Independent, within overboarding limits, and aligned with shareholder-friendly policies (anti-hedging/pledging; director ownership guidelines) .
- Signs Audit Committee Report, indicating active oversight of financial reporting and auditor independence .
-
Watch items
- Tenure: 22 years on the board may raise independence/perception concerns for some investors despite continuing refreshment elsewhere on the board (average independent tenure 12 years) .
- Board-level signal: 2024 say‑on‑pay support was 40%, a governance headwind; while Armstrong is not on the Compensation Committee, persistent low support can affect overall board accountability perceptions .
-
RED FLAGS
- None disclosed specific to Armstrong: no related-party transactions, no attendance issues, no Section 16 issues noted for him .