Jay Grossman
NEXSTAR MEDIA GROUPAbout Jay M. Grossman
Jay M. Grossman, age 65, is an independent director of Nexstar Media Group who has served on the board since 1997 (28 years). He is Chair of ABRY Partners, LLC and currently serves as Chair of Nexstar’s Compensation Committee. His background spans private equity leadership and extensive investing across media and communications, and ABRY helped found Nexstar in 1996 before fully exiting its ownership in 2013 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABRY Partners, LLC | Chair; former Managing Partner and Co-CEO | 1996–Present | Led media and communications investments; ABRY co-founded Nexstar and exited ownership in 2013 |
| Various private companies (Atlantic Broadband, Cyrus One Networks, RCN Telecom, WideOpenWest, etc.) | Director | Not disclosed | Broad private-board experience across media/telecom infrastructure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KORE Group Holdings (NYSE: KORE) | Director | Since 2023 | Not disclosed |
Board Governance
- Independence and structure: Grossman is independent; all three standing committees are fully independent .
- Committee roles: Chair, Compensation Committee; member roster included Bernadette S. Aulestia and Tony Wells; no compensation committee interlocks reported with other issuers’ executives .
- Attendance and engagement: He attended 3 full Board meetings and all 8 Compensation Committee meetings in 2024; overall attendance 92% .
- Shareholder engagement: As Compensation Chair, he participated in 20 shareholder outreach calls and authored the Chair’s letter detailing responsive compensation changes following a low say‑on‑pay outcome .
| Governance Item | 2024 Data |
|---|---|
| Independence status | Independent director |
| Committee assignments | Compensation (Chair) |
| Meetings attended (2024) | Board: 3; Compensation: 8; Total: 11 |
| Overall attendance | 92% |
| Overboarding policy compliance | Board-wide compliance with 4-board cap; applies to directors; limit includes Nexstar |
Fixed Compensation
- Director pay structure: Annual cash retainer $100,000; committee membership fees $10,000 (Compensation) and $10,000 (Nominating & Governance); Audit Committee $15,000; chair fees $10,000 (Compensation), $12,500 (Audit), $7,500 (Nominating & Governance). No meeting fees; RSU retainer granted annually; expenses reimbursed .
- 2024 compensation for Grossman: $120,000 cash; $249,911 in stock awards; total $369,911 .
| Component (2024) | Amount ($) |
|---|---|
| Cash fees | 120,000 |
| Stock awards (RSUs, grant-date fair value) | 249,911 |
| Total | 369,911 |
| Program Element | Standard Amount |
|---|---|
| Annual cash retainer | $100,000 |
| Committee membership fee (Compensation) | $10,000 |
| Committee chair fee (Compensation) | $10,000 |
Performance Compensation
- Directors do not receive performance-based equity; RSU retainers are time-vested only .
| Metric Type | Plan Feature | 2024 Status |
|---|---|---|
| Performance stock awards (PSUs) | Not awarded to non-employee directors | None disclosed |
| Equity Grants (2024) | Shares | Grant Date | Vesting |
|---|---|---|---|
| RSU retainer (Grossman) | 1,560 | Mar 20, 2024 | Vested in full Mar 20, 2025 |
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk |
|---|---|
| KORE Group Holdings (NYSE: KORE) | No disclosed interlocks with Nexstar executives; Compensation Committee disclosed no interlocks/insider participation with other issuers |
Expertise & Qualifications
- Skills matrix indicates Grossman brings public company, industry, management, financial, and M&A expertise, aligning with Nexstar’s needs in media consolidation and capital allocation .
Equity Ownership
| Beneficial Ownership | Shares | % of Outstanding |
|---|---|---|
| Jay M. Grossman | 56,185 | * (less than 1%) |
- Ownership guidelines: Directors must hold at least 3x annual base retainer; all applicable directors were in compliance as of 12/31/24; includes unvested RSUs at highest stock price over the prior 24 months .
- Anti-hedging/pledging: Company policy strictly prohibits hedging and pledging (updated January 2025) .
- Insider trades: Sold 10,000 shares at $170.70 on Sep 18, 2024; post-sale holdings reported at 54,625 on that filing; subsequent RSU vesting in March 2025 aligns with 56,185 shares reported in the proxy .
| Trade Date | Action | Shares | Price ($) | Value ($) | Source |
|---|---|---|---|---|---|
| Sep 18, 2024 | Sale (Form 4) | 10,000 | 170.70 | 1,707,000 |
Governance Assessment
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Strengths
- Long-tenured, independent Compensation Chair with deep media/PE experience; strong engagement via 20 investor calls; authored an explicit response plan after low 2024 say‑on‑pay (40% support), including adding a two-metric PSU design, 2-year measurement, 3-year vesting, and TSR caps when absolute TSR is negative for non-CEO NEOs; CEO agreed to adopt these concepts upon contract renewal in March 2026 .
- Attendance/engagement: 92% overall and full participation in Compensation Committee meetings (8/8), indicating active oversight .
- Alignment policies: strict anti-hedging/pledging; clawback policy adopted per SEC rules; director ownership guideline compliance board-wide .
-
Potential conflicts and red flags
- Historic ABRY affiliation: ABRY co-founded Nexstar, but fully exited its ownership by 2013; Grossman remains classified independent under NASDAQ rules; no related-party transactions disclosed involving Grossman .
- Say‑on‑pay signal: 2024’s 40% support indicates investor dissatisfaction; committee (chaired by Grossman) implemented changes viewed as responsive by a majority of engaged shareholders .
- Insider sales: One sizable sale ($1.7M) in September 2024; not inherently a red flag but worth monitoring for patterns; subsequent RSU vesting increased reported holdings in April 2025 .
Overall: Governance posture shows active investor engagement, tangible compensation reforms, and policy discipline (anti-hedging/pledging, clawback). Historic ABRY ties are mitigated by independence and absence of related-party transactions, though continued attention to say‑on‑pay outcomes and insider activity remains prudent .