Lee Ann Gliha
NEXSTAR MEDIA GROUPAbout Lee Ann Gliha
Executive Vice President and Chief Financial Officer of Nexstar Media Group since August 2021, age 50, overseeing financial reporting, internal audit, investor relations, treasury/capital markets, with a significant role in strategy, business development, and M&A . Under her finance leadership, Nexstar delivered 2024 record net revenue of $5.4B, net income of $683M, and Adjusted EBITDA of $2.0B, with Adjusted Free Cash Flow of $1.2B . Company cumulative TSR in 2024 equated to a $155 value of a $100 initial investment vs peer group $73, reflecting strong shareholder returns during her tenure . Say‑on‑pay support improved from ~40% in 2024 to ~95.5% approval at the 2025 meeting following LTIP changes for non‑CEO NEOs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jefferies LLC | Managing Director | Apr 2016 – Jul 2021 | Led media investment banking mandates; capital markets and advisory experience . |
| Houlihan Lokey | Investment Banker, most recently Managing Director | 2008 – 2016 | Focused on media/out-of-home entertainment; M&A execution and sector coverage . |
| Live Nation, Inc. | EVP Corporate Finance | 2006 – 2008 | Ran M&A, financing, and IR, strengthening corporate finance function . |
| UBS Investment Bank; Banc of America Securities | Various finance roles | Prior to 2006 | Built foundational capital markets and advisory skill set . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Hot Rod Association | Board of Directors | Current | Industry/network relationships; brand visibility . |
| Television Food Network, G.P. | Management Committee | Current | Governance oversight at TVFN (Nexstar 31.3% stake noted elsewhere); information flow . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $700,000 | $700,000 | $1,000,000 (increased effective Jan 1, 2024) |
| Target Bonus (% of Base) | Up to 100% (CEO may approve up to 150%) | Up to 100% (CEO may approve up to 150%) | Up to 100% (CEO may approve up to 150%) |
| Discretionary Bonus ($) | $350,000 | $750,000 | $475,000 |
| Non‑Equity Incentive ($) | $350,000 | — | $500,000 |
| 2024 Bonus Determination (detail) | — | — | Total payout $975,000; 50% tied to Net Revenue/Adjusted EBITDA at 100% of target; 50% discretionary at 95% |
Performance Compensation
Equity Mix and Structure (Non‑CEO NEOs)
- 50% RSUs (time‑based) and 50% PSUs (performance‑based) for 2024 awards .
- 2025 modifications: RSUs move to 3‑year ratable vesting; PSUs adopt two metrics (Relative TSR 50% and Cumulative Adjusted Free Cash Flow 50%), 2‑year measurement, 3‑year vesting (transition mechanics in 2025) .
RSUs – Grants and Vesting
| Grant Date | Shares | Vesting Schedule | Grant Date Fair Value ($) |
|---|---|---|---|
| 5/23/2024 | 7,500 | 4 years, 25% annually | $1,063,097 |
| 12/20/2023 | 1,667 | 833 on 12/20/2025; 834 on 12/20/2026 | — |
| 6/14/2023 | 2,812 | 937 on 6/14/2025; 938 on 6/14/2026; 937 on 6/14/2027 | — |
| 6/3/2022 | 1,313 | 656 on 6/3/2025; 657 on 6/3/2026 | — |
| 8/13/2021 | 1,250 | 1,250 on 8/13/2025 | — |
PSUs – Grants, Metrics, and Vesting
| Grant Date | Shares (Target) | Performance Metric | Time‑Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 5/23/2024 | 7,500 | Company TSR exceeds midpoint of peer TSR ranking (annual tests) | 4 years, 25% annually (each tranche subject to annual performance) | $660,938 |
| 6/14/2023 | 2,812 | Divisional metrics per role (prior design) – see historical vesting | Annual ratable | — |
| 6/3/2022 | 1,313 | As above | Annual ratable | — |
| 8/13/2021 | 1,250 | Relative TSR > 50th percentile (example vest in 2024 shown) | Annual ratable | — |
Performance Outcomes (Vesting Achieved in 2024)
| Award | Performance Period | Target | Actual | Payout | Shares Vested |
|---|---|---|---|---|---|
| PSU Tranches (Gliha) | 6/1/2023 – 5/31/2024 | >50th percentile TSR | 75th percentile | 100% | 1,594 |
| PSU Tranches (Gliha) | 8/8/2023 – 8/7/2024 | >50th percentile TSR | 69th percentile | 100% | 1,250 |
| Total | — | — | — | — | 2,844 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 15,546 shares (8,610 directly owned; 6,936 underlying RSUs vesting within 60 days of 4/21/2025); under 1% of outstanding . |
| Unvested Awards at 12/31/2024 | 14,542 shares not vested (RSUs and PSUs where performance achieved) with future dated tranches; plus 12,875 unearned PSUs scheduled across 2025–2028 . |
| Ownership Guidelines | 2x annual base salary for NEOs; includes unvested RSUs/PSUs; tested on highest stock price over prior 24 months; compliance evaluated annually . |
| Compliance Status | All applicable officers in compliance as of 12/31/2024 . |
| Hedging/Pledging | Prohibited under updated Insider Trading and Anti‑Hedging/Pledging Policy (Jan 2025) . |
| Clawback | SEC‑compliant policy adopted Oct 2023 (recoup incentive comp on restatement) . |
Employment Terms
| Provision | Detail |
|---|---|
| Agreement | Employment agreement dated July 26, 2021, amended Dec 18, 2023; expires Dec 31, 2026; auto‑renews for successive one‑year periods unless notice given . |
| Base Salary | $1,000,000; subject to merit increases at CEO discretion . |
| Annual Bonus | Up to 100% of salary (CEO may approve up to 150%); 2024 split: 50% financial (Net Revenue/Adjusted EBITDA), 50% discretionary . |
| Perquisites | $750/month automobile allowance; $100/month cell phone allowance . |
| Non‑Compete | One‑year post‑employment non‑compete; perpetual non‑disclosure obligations (applies to all NEOs) . |
| Severance (No Cause/Good Reason) | Lump sum equal to 12 months base salary; prorated annual bonus (actual if terminated by Company other than for Cause, target if Good Reason); plus $29,000 lump‑sum; subject to release and covenants . |
| Change of Control | RSUs/PSUs automatically vest at target upon a Change in Control (per plan/award terms) . |
| Potential Payments (Illustrative) | Cash $2,004,000 and equity award acceleration valued $4,331,063 upon Change in Control (values at $157.97 stock price) . |
Performance & Track Record
- Capital Allocation: Designed/executed 2024 plan returning $820M to shareholders via $601M buybacks and $219M dividends .
- Operating Efficiency: Developed the basis for Q4 2024 cost reduction program to lower 2025 run‑rate opex by low‑to‑mid eight figures .
- Investor Engagement: Participated in extensive outreach, conferences, and NDRs; engaged with 5% more investors vs 2023 .
- Corporate Results Context: Record 2024 net revenue $5.4B, net income $683M, Adjusted EBITDA $2.0B; Adjusted FCF $1.2B .
Compensation Committee, Benchmarking, and Say‑on‑Pay
- Consultant: Meridian Compensation Partners retained by Compensation Committee; independence affirmed .
- Peer Group: Media and broadcasting comparables including Fox, Paramount, Sinclair, TEGNA, Gray, Scripps, AMC Networks, iHeartMedia, Omnicom, SiriusXM, News Corp; exclusions for certain TSR uses noted .
- LTIP Changes (2025 non‑CEO NEOs): Introduced dual PSU metrics (Relative TSR and Cumulative Adjusted Free Cash Flow) with 2‑year measurement and 3‑year vesting; capped TSR payouts at target if absolute TSR negative .
- Say‑on‑Pay Results: ~40% support in 2024; improved to ~95.5% approval in 2025 after program adjustments .
Risk Indicators & Red Flags
- Hedging/Pledging: Explicit prohibition (alignment positive) .
- Clawback: SEC‑compliant recoupment policy (risk mitigation) .
- Options: Company does not currently grant options; no repricing policy .
- Tax Gross‑Ups: No excise tax gross‑ups in CIC/severance terms (shareholder‑friendly); aircraft personal use reimbursement for CEO not grossed up, not applicable to CFO .
Performance Compensation – Detailed Payout Design (2024)
| Metric | Weighting | Target | Actual | Payout Mechanics |
|---|---|---|---|---|
| Financial (Net Revenue or Adjusted EBITDA) | 50% | Exceed 90% of budget for either metric | Net Revenue $5,407M vs $5,694M target (95%); Adjusted EBITDA $1,971M vs $2,142M target (92%) | Paid 50% ($500,000) of total bonus . |
| Individual Performance | 50% | Discretionary | Approved at 95% | Paid 50% ($475,000) of total bonus . |
Vesting Schedules (Forward)
| Award | Next Vest Dates | Amounts |
|---|---|---|
| RSUs (5/23/2024) | 5/23/2025; 5/23/2026; 5/23/2027; 5/23/2028 | 1,875 each year . |
| PSUs (5/23/2024) | 5/23/2025–2028 | 1,875 per year; each tranche contingent on annual metric . |
| RSUs (12/20/2023) | 12/20/2025; 12/20/2026 | 833; 834 . |
| RSUs (6/14/2023) | 6/14/2025–2027 | 937; 938; 937 . |
| RSUs (6/3/2022) | 6/3/2025; 6/3/2026 | 656; 657 . |
| RSUs (8/13/2021) | 8/13/2025 | 1,250 . |
Investment Implications
- Alignment: Strict anti‑hedging/pledging and 2x salary ownership requirements, with compliance achieved, indicate strong alignment and reduced governance risk .
- Retention Risk: One‑year non‑compete and clear severance economics (12 months salary + bonus proration + $29k) provide retention balance without excessive golden parachutes; CIC accelerates equity at target, but no tax gross‑ups .
- Incentive Quality: Transition to dual‑metric PSUs (TSR and Adjusted FCF) should strengthen pay‑for‑performance linkage and reduce single‑metric risk; improved say‑on‑pay suggests investor acceptance of changes .
- Execution Signals: 2024 capital returns ($820M) and cost reduction groundwork under CFO stewardship support continued cash generation and disciplined capital allocation, positive for equity holders in political/election up‑cycle years .