Michael Biard
NEXSTAR MEDIA GROUPAbout Michael Biard
Michael Biard, 56, is President and Chief Operating Officer of Nexstar Media Group (appointed August 2023). He oversees divisional operations, long‑term strategy, and corporate functions including broadcasting, networks, distribution, and ad sales; previously he led operations, distribution, and sports rights strategy at Fox Corporation, and distribution at Fox Networks Group . Nexstar’s pay‑for‑performance framework for NEOs links compensation to Adjusted EBITDA and Net Revenue, with LTIP metrics including Relative TSR (COO) and new 2025 program enhancements (3‑year vesting, 2‑year measurement; TSR and cumulative Adjusted FCF) reflecting shareholder feedback . In 2024, Nexstar delivered record net revenue of $5.4B, net income of $683M, and Adjusted EBITDA of $2.0B, supporting Biard’s annual bonus outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fox Corporation | President, Operations & Distribution | Nov 2018–Aug 2023 | Oversaw studio ops and corporate real estate; senior team on sports rights strategy; led multi‑platform content distribution, affiliate marketing, and related business affairs |
| Fox Networks Group (21st Century Fox) | President, Distribution | Nov 2013–Oct 2018 | Led content distribution strategy for media brands |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Association of Broadcasters | Board of Directors member | Not disclosed | Industry advocacy and broadcaster representation |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Target Bonus ($) | Discretionary Bonus ($) | Non‑Equity Incentive (Performance) ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 2,000,000 | 125% (per employment agreement) | 2,500,000 (target payout reference) | 1,187,500 | 918,997 | 19,488 | 7,322,873 |
| 2023 | 653,846 | N/A (fixed) | 1,500,000 | 1,500,000 | — | 11,675 | 5,873,171 |
Performance Compensation
Annual Cash Bonus – 2024 (COO)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout ($) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | $1,821M | $2,142M | $2,249M | $1,971M (92% of target) | 918,997 |
| Individual Performance | 50% | Discretionary | Discretionary | Discretionary | Approved (95%) | 1,187,500 |
| Total Bonus | 100% | $1,250,000 | $2,500,000 | $5,000,000 | 84% of target | 2,106,497 |
Notes:
- Company Selected Measures linking compensation include Adjusted EBITDA and Net Revenue; Nexstar highlights that EBITDA and Net Income are cyclical with political ad cycles .
Equity Incentives – Grants and Vesting
| Award Type | Grant Date | Number of Units | Performance Metric | Vesting Schedule | Status/Notes |
|---|---|---|---|---|---|
| RSUs | 8/21/2023 | 18,750 | Time‑based | 6,250 on each of 8/21/2025, 8/21/2026, 8/21/2027 | 6,250 vested in 2024 delivered value $1,056,875 |
| RSUs | 5/23/2024 | 10,000 | Time‑based | 2,500 on each of 5/23/2025, 2026, 2027, 2028 | Time‑vesting subject to continued employment |
| PSUs | 5/23/2024 | 10,000 | Relative TSR (COO) | 2,500 tranches each year 2025–2028; forfeit if annual metric not met | Annual performance measurement; vesting contingent annually |
2024 Option Exercises and Vested Stock Awards (value realized):
| Type | Shares | Value ($) |
|---|---|---|
| RSUs vested | 6,250 | 1,056,875 |
| Options exercised | — | — |
Equity Ownership & Alignment
- Beneficial ownership (as of April 21, 2025): 3,792 shares directly; plus 5,000 RSUs vesting within 60 days .
- Outstanding unvested awards at 12/31/2024: 28,750 RSUs (market value $4,541,638) and 10,000 PSUs (market/payout value $1,579,700) based on $157.97/share .
- Stock ownership guidelines: COO required to hold stock equal to 2x salary; includes unvested RSUs/PSUs; compliance evaluated after five years; all applicable officers were in compliance as of 12/31/24 .
- Anti‑hedging/pledging: Company policy prohibits hedging, pledging, short‑term trading, short sales, and options/derivatives in Nexstar securities .
- Option awards: Company does not currently grant new stock options or SARs .
Employment Terms
| Term | Detail |
|---|---|
| Role and start date | President & COO; commenced August 21, 2023 |
| Agreement term | Initial term to August 20, 2027; auto‑renews for successive one‑year periods; subject to earlier termination provisions |
| Base salary | $2,000,000; reviewed annually at CEO discretion |
| Annual bonus target | 125% of salary (2023 agreement terms); 2024 structure: 50% Adjusted EBITDA, 50% individual performance; payout range 0–200% of target |
| Allowances | $1,000/month automobile; $100/month cell phone |
| Relocation bonus | $30,000 at commencement; prorated repayment if voluntary termination without Good Reason within two years (earned 8/21/2025) |
| Severance (COO) | Upon consolidation/merger or termination without Cause, or resignation for Good Reason, or if not named CEO by Aug 2027: lump sum equal to 24 months base salary + 2x target bonus + $58,000; pro‑rata target bonus for death/disability |
| Change‑in‑control | Double‑trigger cash severance for COO; automatic acceleration of equity vesting upon change in control for NEOs |
| RSU CIC treatment | All unvested RSUs vest upon Change in Control (2019 Plan) |
| Restrictive covenants | One‑year post‑employment non‑compete; perpetual non‑disclosure obligation |
| Clawbacks / tax gross‑ups | No tax gross‑ups; clawback specifics not separately disclosed in extracted sections |
Compensation Structure Notes (Peer and Governance)
- Compensation Committee uses Meridian Compensation Partners and has modified non‑CEO LTIP awards (longer vesting/measurement, multiple metrics, TSR cap if absolute TSR negative) in response to shareholder outreach; CEO agreed to adopt similar concepts upon contract extension .
- TSR peer group used in pay‑versus‑performance includes Gray, TEGNA, Sinclair, E.W. Scripps, Fox Corporation, and Paramount Global .
Investment Implications
- Pay-for-performance alignment: Biard’s bonus is heavily tied to Adjusted EBITDA and discretionary individual achievements; 2024 total bonus paid at 84% of target with EBITDA at 92% of plan, consistent with Nexstar’s cycle‑sensitive EBITDA around even‑year elections .
- Retention risk and CEO succession: Contract runs through Aug 2027 with severance if not named CEO by that date—reducing personal transition risk but creating potential cost if succession does not occur; auto‑renewal and one‑year non‑compete further support retention .
- Insider selling pressure: RSU and PSU tranches vest annually (2,500–6,250 shares on scheduled dates), which can lead to Form 4 withholding transactions around vesting; hedging and pledging are prohibited, lowering forced‑sale risk .
- Equity alignment: Balanced RSU/PSU mix (50/50), Relative TSR metric for COO, and 2025 addition of cumulative Adjusted FCF for non‑CEO LTIP enhance alignment; change‑in‑control acceleration exists but is industry‑standard and double‑trigger for cash .
- Monitoring signals: Track Q1 bonus metric setting vs. budget and political ad cycle guidance, RSU/PSU vesting dates (May and August annually), and any CEO succession developments tied to the August 2027 trigger .
Note: Attempted to fetch Form 4 insider transactions via the insider-trades skill, but access was unauthorized; equity ownership and award details are drawn from the latest proxy statements [ReadFile('/public/skills/insider-trades/SKILL.md')] and the cited DEF 14A sections above.