Lisbeth McNabb
NEXSTAR MEDIA GROUPAbout Lisbeth McNabb
Independent director of Nexstar Media Group since 2006 (19 years), age 64, with operating and finance leadership in media/technology including CFO/COO of Linux Foundation (2018–2020) and Operating Partner at Springcoast Capital Partners (2023–present). The Board has determined she is an “audit committee financial expert.” Current Board committees: Audit and Nominating & Corporate Governance; 100% attendance in 2024. Independence affirmed by NASDAQ standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Linux Foundation | Chief Financial Officer & Chief Operating Officer | 2018–2020 | Led finance/operations for open-source consortium |
| Springcoast Capital Partners | Operating Partner | 2023–present | Growth equity focus on software/technology |
| Illuminate Education | Interim Chief Financial Officer | 2017 | Finance leadership in ed-tech |
| DigiWorksCorp | Founder | 2012–2015 | Data analytics SaaS for retail/enterprise |
External Roles
| Company | Status | Role | Tenure | Committees |
|---|---|---|---|---|
| Acronis | Private | Director; Audit Chair | Since 2021 | Audit Chair |
| ABB E‑Mobility | Private | Director; Audit & Sustainability Chair | Since 2023 | Audit & Sustainability Chair |
| Zoomcar | Private | Director | 2022–2023 | — |
| NeoGames (NASDAQ: NGMS) | Public (prior) | Director; Audit Chair; Member of Audit, Nominating & Governance, Compensation | 2021–2023 | Multiple committees |
| Tandy Brands | Public (prior) | Director; Audit & Compensation Committee | Not disclosed | Audit; Compensation |
| Current public company boards | — | None | — | — |
Board Governance
- Committee assignments: served on Audit; moved to Nominating & Corporate Governance on Sept 27, 2024; reappointed to Audit (while continuing on Nominating) upon FitzSimons’ retirement at the 2025 Annual Meeting.
- Audit Committee financial expert: Board determined Armstrong, Johnson, and McNabb meet SEC criteria.
- Attendance: 2024—Full Board 4/4, Audit 4/4, Total 8 meetings, 100% attendance (Board average 96%).
- Independence: all committee members independent; McNabb listed as independent in nominee slate.
- Overboarding policy: maximum four public company boards (two if full-time officer); annual review of outside roles—policy in place and directors in compliance.
Fixed Compensation
- Structure (2024): cash retainer $100,000; committee fees $15,000 (Audit), $10,000 (Compensation), $10,000 (Nominating & Governance); chair adders $12,500 (Audit), $10,000 (Compensation), $7,500 (Nominating & Governance); no meeting fees; travel reimbursed.
- 2024 director compensation (McNabb): cash $115,000; stock awards $249,911; total $364,911.
- 2023 director compensation (McNabb): cash $115,000; stock awards $120,584; total $235,584.
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) | RSU Grant (Shares, Date) | Vesting |
|---|---|---|---|---|---|
| 2024 | 115,000 | 249,911 | 364,911 | 1,560 RSUs (Mar 20, 2024) | Vested in full Mar 20, 2025 |
| 2023 | 115,000 | 120,584 | 235,584 | 750 RSUs (Jun 14, 2023); plus 625 RSUs from Apr 10, 2020 award | 750 RSUs vest Jun 9, 2024; 625 RSUs vested Apr 10, 2024 |
Performance Compensation
- Nexstar does not use performance-based pay for directors; equity is granted as time-based RSUs under the non-employee director retainer.
- 2024 RSU composition included a catch-up of 398 RSUs for ungranted 2023 service and 1,162 RSUs for 2024 service; full vesting in one year.
| Grant Year | Instrument | Shares | Grant Date | Service Period Covered | Vesting Date |
|---|---|---|---|---|---|
| 2024 | Time-based RSUs | 1,560 | Mar 20, 2024 | 2023 (398) + 2024 (1,162) | Mar 20, 2025 |
| 2023 | Time-based RSUs | 750 | Jun 14, 2023 | 2023 | Jun 9, 2024 |
| 2020 | Time-based RSUs (prior award) | 625 (final tranche) | Apr 10, 2020 | 2020–2024 (4-year) | Apr 10, 2024 |
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public boards | None (as of 2024/2025 proxy) |
| Private boards | Acronis (Audit Chair); ABB E‑Mobility (Audit & Sustainability Chair) |
| Prior public boards | NeoGames (NASDAQ: NGMS) with Audit Chair role; Tandy Brands (formerly public) |
| Interlocks with NXST’s customers/suppliers | None disclosed in proxy biographies/committee listings |
Expertise & Qualifications
- Board skills profile includes public company, financial, management, M&A and information technology experience relevant to Nexstar’s industry and risk oversight.
- Biography highlights entrepreneurial and executive leadership in media/digital/technology, data analytics and revenue strategies at high-growth stages.
Equity Ownership
- Beneficial ownership (as of April 22, 2024): 6,627 shares; under 1% of outstanding.
- Stock ownership guidelines: directors must hold stock equal to 3× annual base retainer; performance/time-based RSUs count; all applicable directors were compliant as of Dec 31, 2024.
- Anti-hedging/pledging: policy prohibits hedging and pledging Nexstar securities; stricter standards adopted Jan 2025.
| Item | Value |
|---|---|
| Shares owned (Apr 22, 2024) | 6,627; less than 1% of shares outstanding |
| Ownership guideline (director) | 3× base retainer; compliant as of Dec 31, 2024 |
| Hedging/pledging | Prohibited by policy; stricter standards effective Jan 2025 |
Insider Trades (Form 4) – 2024–2025
Note: “M‑Exempt” indicates RSU conversion to common; post-transaction holdings are as reported in the Form 4. [ReadFile /tmp/insider_trades_20251120_021813.json]
Governance Assessment
- Strengths: audit committee financial expert; 100% attendance; independent; serves on governance committee; ownership guideline compliance; no meeting fees; director compensation aligned with market (cash retainer plus equity RSUs). These factors support board effectiveness and investor alignment.
- Signals: 2024 equity award was larger due to a catch-up for prior-year administrative error; fully time-based and annual vesting—no performance element for directors. Transparent disclosure of director fee structure and RSU details enhances governance credibility.
- Watch items: Net selling activity in March–December 2024 (aggregate several thousand shares) is typical diversification but should be monitored for alignment; post-vesting conversions and new RSU awards increased holdings again in March 2025. Anti-hedging/pledging policy reduces misalignment risk. [ReadFile /tmp/insider_trades_20251120_021813.json]
- Board-wide context: 2024 say-on-pay support for executives was 40%; the Board conducted extensive outreach and adjusted LTIP structures (non-director) to address investor feedback—positive governance responsiveness signal.
Director Compensation Details (Structure)
| Component | Policy |
|---|---|
| Annual cash retainer | $100,000 (pro-rated if partial year) |
| Committee membership fees | Audit $15,000; Compensation $10,000; Nominating & Governance $10,000 |
| Committee chair adders | Audit $12,500; Compensation $10,000; Nominating & Governance $7,500 |
| Meeting fees | None; travel reimbursed |
| Equity | Time-based RSUs as annual retainer (pro-rated if partial year) |
Independence, Attendance & Engagement
| Metric | Detail |
|---|---|
| Independence | Listed as independent director; all Board committees 100% independent |
| Attendance (2024) | Full Board 4; Audit 4; Total 8; 100% attendance (Board average 96%) |
| Committee rotations | Moved Audit→Nominating (Sep 27, 2024); reappointed to Audit post-FitzSimons retirement |
| Overboarding limits | Max 4 public boards (tightened for full-time officers); annual review of external roles |
Potential Conflicts or Related-Party Exposure
- The Nominating & Governance Committee assesses potential/actual conflicts and media ownership risks when nominating directors; the 2025 proxy does not disclose any related-party transactions involving Ms. McNabb.
- Insider trading/hedging/pledging prohibitions further mitigate conflict/alignment risks.
Committee Assignments & Roles
| Committee | Role | Notes |
|---|---|---|
| Audit | Member; financial expert | Reappointed to Audit after FitzSimons’ retirement; 2024 meetings: 5 Board-wide |
| Nominating & Corporate Governance | Member | 2024 meetings: 3 Board-wide |
Key Takeaways for Investors
- McNabb brings deep finance/operations and audit leadership, with confirmed “audit committee financial expert” status and perfect attendance—supports robust oversight of reporting, internal controls, and risk (including cyber/AI/climate).
- Director pay is predominantly equity RSUs with clear vesting and no performance elements; 2024 award included a disclosed catch-up—transparent and standard for director pay, with no meeting fees.
- Ownership alignment maintained via stock ownership guidelines; insider activity shows RSU conversions and some sales in 2024 followed by increased holdings in 2025; anti-hedging/pledging policy limits misalignment risks. [ReadFile /tmp/insider_trades_20251120_021813.json]