John Muse
NEXSTAR MEDIA GROUPAbout John R. Muse
John R. Muse (age 74) is an independent director of Nexstar Media Group, Inc., serving on the Board since 2017 (tenure: 8 years) and currently Chair of the Nominating and Corporate Governance Committee (effective June 19, 2024). He has more than 25 years of private equity experience and has held leadership roles at Hicks, Muse, Tate & Furst and Muse Family Enterprises, with prior public company board service at Media General (acquired by Nexstar) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hicks, Muse, Tate & Furst | Chief Executive Officer | 1989 – 2013 | Private equity leadership; investing/financial oversight |
| Media General, Inc. (public; acquired by Nexstar) | Director | 2014 – 2017 | Board experience in TV broadcasting; pre-merger governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Muse Family Enterprises | Principal | 2017 – Present | Family investment enterprise |
| Lucchese, Inc. (private) | Chairman | 2015 – Present | Consumer brand governance |
| Free Flow Wines (private) | Chairman | 2017 – Present | Packaging/logistics; operational oversight |
Board Governance
- Independence: Independent director; all committees are 100% independent .
- Committee assignments: Chair, Nominating & Corporate Governance (N&G) (effective June 19, 2024) .
- Attendance and engagement: 100% attendance in 2024 (4/4 Board; 3/3 N&G); Board/committee average was 96% and each incumbent ≥89% .
- Board structure: No Lead Independent Director; Board policy to separate Chair/CEO upon founder’s departure; eight of nine directors independent .
- Over-boarding policy: Limit of 4 public company boards (including Nexstar); all directors in compliance .
Fixed Compensation
| Component (Director 2024) | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director cash retainer |
| Committee membership fees | $10,000 (N&G); $10,000 (Comp); $15,000 (Audit) | Per committee membership |
| Committee chair fee | $7,500 (N&G Chair) | Additional to membership fee |
| Meeting fees | None | No per-meeting payments |
| 2024 cash paid – J. Muse | $115,625 | Actual fees earned in 2024 |
Performance Compensation
Directors receive time-based RSUs (not performance-based); no options were granted to directors in 2024.
| Equity Award (Director 2024) | Detail | Vesting |
|---|---|---|
| RSU grant (most non-employee directors) | Fair value $249,911 | Granted March 20, 2024; vested in full March 20, 2025 |
| Unvested RSUs at 12/31/24 – J. Muse | 1,560 shares | Granted 3/20/2024; vested 3/20/2025 |
Other Directorships & Interlocks
| Type | Company | Role | Notes |
|---|---|---|---|
| Current public boards | — | — | No current public company directorships disclosed for Muse |
| Prior public boards | Media General, Inc. | Director | 2014–2017; broadcasting peer acquired by Nexstar |
| Compensation committee interlocks (NXST) | — | — | NXST discloses no compensation committee interlocks in 2024 |
Expertise & Qualifications
- Private equity and investing acumen with more than 25 years in leadership roles; brings financial and leadership skills across a wide range of industries to the Board .
- Governance experience as Board chair/member across private companies; prior public board service relevant to broadcast media .
- As N&G Chair, oversees governance framework, board composition, succession planning, evaluations, and director nominations/refreshment .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 27,538 shares (<1% of outstanding) |
| Unvested RSUs at 12/31/24 | 1,560; vested 3/20/2025 |
| Ownership guidelines | Directors: 3x annual base retainer; compliance tested after 5 years; includes unvested RSUs (valued using highest price over prior 24 months) |
| Compliance status | Company states all applicable directors in compliance as of 12/31/24; average director holdings equal to ~40x base retainer |
| Hedging/pledging | Prohibited by updated Insider Trading and Anti-Hedging/Pledging Policy (Jan 2025) |
Governance Assessment
- Positives: Independent N&G Chair with 100% attendance; 100% independent committees; robust ownership alignment with director stock ownership guidelines; anti-hedging/pledging and SEC-compliant clawback policies; active board refreshment and succession processes .
- Potential concerns: No Lead Independent Director (Board rationalizes close engagement with Chair/CEO); 2024 say-on-pay support was ~40%, signaling shareholder scrutiny of compensation oversight (though primarily a Compensation Committee remit) .
- Conflicts/related-party exposure: No related-person transactions involving Muse disclosed; the only named related-party arrangement was with the CEO’s aircraft, reimbursed under his employment agreement .
Appendix — Committee Snapshot (Muse)
| Committee | Role | Key Oversight Areas |
|---|---|---|
| Nominating & Corporate Governance | Chair | Governance framework; board composition/qualifications; director nominations; board/committee evaluations; succession planning |