Perry Sook
NEXSTAR MEDIA GROUPAbout Perry Sook
Founder of Nexstar (1996–present), Chairman and CEO, age 67, and the company’s third‑largest shareholder as of year‑end 2024 . Under his leadership, Nexstar delivered record 2024 net revenue of $5.4B, net income of $683M, and Adjusted EBITDA of $2.0B . Over the last five years, cumulative total shareholder return (value of $100) moved from $95 (2020) to $155 (2024), while peers were at $88 (2020) and $73 (2024) . Sook has 45+ years in broadcasting and led >40 acquisitions, including the accretive Media General (2017) and Tribune (closed for ~$7B) deals; Nexstar repurchased over one‑third of its shares 2019–2025 and returned $820M to shareholders in 2024 via buybacks/dividends .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Nexstar Media Group, Inc. | Founder, Chairman & CEO | 1996–present | Built U.S.’s largest local TV broadcaster via 40+ acquisitions; record 2024 revenue/EBITDA; executed Media General (FCF-accretive) and Tribune (~$7B) transactions; significant buybacks . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| National Association of Broadcasters | Chair of the Joint Board of Directors | Current (2025) | Advocacy on deregulation; multiple 2025 trips to D.C. . |
| Broadcasters Foundation of America | Director | Current | Non‑profit board service . |
| Other public company boards | — | — | None currently . |
Fixed Compensation
| Year | Base salary ($) | Perquisites and other ($) | Notes |
|---|---|---|---|
| 2024 | 3,000,000 | 125,977 | Perqs include car, cell stipend, 401(k); aircraft personal use reimbursed under contract (see Related Party) . |
| 2023 | 2,800,000 | 173,170 | |
| 2022 | 1,995,193 | 15,670 |
Performance Compensation
Annual Bonus Design (CEO)
| Component | Weight | Threshold | Target | Maximum | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA | 35% | 85% of target | Budget | 105% of target | EBITDA definition per employment agreement (aligned to 2023 calc) . |
| Net Revenues | 35% | 85% of target | Budget | 105% of target | |
| Individual Performance | 30% | Discretionary | Discretionary | Discretionary | CEO target bonus: 200% of base salary . |
2024 Bonus Outcomes (CEO)
| Metric | 2024 target | 2024 actual | Actual as % of target | Payout ($) |
|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 2,142 (2023 def.) | 1,971 (2023 def.) | 92% | 1,543,915 |
| Net Revenue ($mm) | 5,694 | 5,407 | 95% | 1,747,751 |
| Individual performance | — | Committee approved | 95% | 1,710,000 |
| Total bonus | — | — | 83% of target | 5,001,666 |
Long‑Term Incentives (CEO)
| Grant | Grant date | Type | Target shares | Metric(s) | Measurement period | Vesting | Result |
|---|---|---|---|---|---|---|---|
| 2024 LTI | 3/1/2024 | PSUs | 75,224 | Relative TSR vs peer group | 1‑year (2/29/24–2/28/25) | 50% on 3/1/25; 50% on 3/1/26 (service) | Earned at 120.33% (57th percentile); 45,259 vested 3/1/25; 45,259 vest 3/1/26 (cont. service) . |
| 2024 LTI | 3/1/2024 | RSUs | 75,224 | Time‑based | — | 50% per year over 2 years | Standard service vesting . |
PSU payout grid: 0% below 35th; 80% at 35th–50th; 100% at 51st–65th; 150% at 66th–80th; 200% at ≥81st percentile (interpolated) . For future CEO contract (post‑Mar 31, 2026), Sook agreed to: extend TSR measurement beyond 1 year, add more than one metric, extend vesting beyond 2 years, and cap TSR payouts at target if absolute TSR is negative .
Multi‑Year CEO Compensation (as reported)
| Year | Salary ($) | Bonus (discretionary) ($) | Stock awards ($) | Non‑equity incentive ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 3,000,000 | 1,710,000 | 27,746,271 | 3,291,668 | 125,977 | 35,873,916 |
| 2023 | 2,800,000 | 1,800,000 | 21,233,343 | 3,104,526 | 173,170 | 29,111,039 |
| 2022 | 1,995,193 | 1,000,000 | 33,308,029 | 3,000,000 | 15,670 | 39,318,892 |
Equity Ownership & Alignment
- Beneficial ownership: 1,749,151 shares (5.8%) as of April 21, 2025; includes 975,956 via PS Sook Ltd. (with spouse) and 773,195 directly . Third‑largest shareholder status disclosed as of 12/31/24 .
- Ownership guidelines: CEO 10x base salary; CEO holds stock equal to 117x base salary; all officers and directors in compliance as of 12/31/24 .
- Hedging/pledging: Company policy strictly prohibits hedging and pledging (updated January 2025) .
- Vested vs unvested at 12/31/24 (market value at $157.97):
- Unvested stock awards: 155,774 units ($24,607,619) .
- Unearned PSUs not yet vested: 90,518 units ($14,299,128) with scheduled vesting 45,259 on each of 3/1/25 and 3/1/26 (subject to terms) .
- 2024 transactions/vesting: 200,000 options exercised (value realized $23,361,661); 143,050 stock awards vested (value realized $24,427,730) .
Upcoming CEO Vesting Schedule (per outstanding awards at 12/31/24)
| Award | Vesting date | Shares |
|---|---|---|
| PSUs (3/1/2024 grant, earned 120.33%) | 3/1/2026 | 45,259 |
| RSUs (3/1/2024 grant) | 3/1/2026 | 37,612 |
Employment Terms
- Contract: CEO employment agreement dated Jan 15, 2019, amended Aug 1, 2022; expires Mar 31, 2026; auto‑renews for successive one‑year periods unless non‑renewed .
- Cash comp: Base salary $3,000,000; target annual bonus 200% of base .
- Perquisites: Company car; cell stipend; 401(k); and aircraft personal use reimbursement up to $500,000 aggregate for 3/1/2023–3/31/2026 under the agreement .
- Clawback: SEC‑compliant policy adopted Oct 2023 (applies to incentive pay on/after Oct 2, 2023) .
- CIC/severance economics (CEO):
- Cash severance: 2x base salary + target bonus (double‑trigger for change in control) .
- Equity: All RSUs/PSUs fully vest upon a change in control (PSUs at target); and for CEO, equity also accelerates upon a qualifying termination .
- Illustrative amounts at 12/31/24 stock price: cash $18,029,000; equity value $36,490,754 (PSUs at target) in CIC/qualifying termination scenarios .
- Restrictive covenants: One‑year post‑employment non‑compete; perpetual non‑disclosure .
- Good Reason includes reduction in duties/comp, relocation >100 miles (30 for COO), reporting changes for CEO, and failure to renominate CEO to the Board, among others .
Board Governance
- Service history: Director since 1996; current status non‑independent; no committee memberships .
- Attendance: 100% of 4 Full Board meetings in 2024; Board/committee average attendance 96% .
- Dual role: Combined Chair/CEO deemed appropriate by Board given Sook’s ownership/industry expertise; policy adopted in 2024 to separate roles once Sook leaves the Company and Board .
- Lead Independent Director: None; Board believes a lead independent director would hinder engagement with Chair/management .
- Director compensation: Employee directors (including Sook) receive no additional director pay .
Related Party Transactions (Governance Red Flag)
- Nexstar utilizes a company owned by Sook to provide aircraft for business travel at market rates; in 2024, Nexstar paid $881,648 ($784,666 business travel; $96,982 personal travel reimbursed to Sook per his agreement), with no tax gross‑up on personal reimbursement .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: ~40% “FOR” for 2023 NEO pay .
- Responses:
- Implemented 2025 LTIP changes for non‑CEO NEOs: 3‑year vesting, 2‑year measurement, split metrics 50% Relative TSR/50% Cumulative Adjusted FCF; leverage 50–150%; cap TSR payout at target if absolute TSR is negative .
- CEO agreements for next contract (post‑Mar 2026): longer TSR measurement, multi‑metric LTIP, longer vesting, TSR cap at target if absolute TSR is negative .
- Enhanced disclosure of targets/goals .
Compensation Structure Observations
- Mix and risk: 92% of 2024 CEO compensation “at risk” (performance/service‑based); CEO RSUs vest over 2 years; PSUs 1‑year TSR measurement with 2‑year service vesting; non‑CEO LTIP shifted to 3‑year vesting, 2‑year measurement (more long‑term orientation) .
- Peer benchmarking: 2024 pay design benchmarked vs 14‑company media/advertising peer set (includes FOXA, PARA, TGNA, SBGI, SSP, IPG, OMC, WBD, AMC, CCO, SIRI, News Corp, Gray) .
- CEO pay/performance: Company cites aligned 3‑yr TSR vs 3‑yr cumulative CEO pay vs peers; Nexstar recognized as a “100‑bagger” over 15 years in 2024 .
Performance & Value Creation (Select 2024 metrics)
| Metric | 2024 result |
|---|---|
| Net Revenue | $5.4B |
| Net Income | $683M |
| Adjusted EBITDA | $2.0B |
| Net Cash from Operating Activities | $1.25B |
| Adjusted Free Cash Flow | $1.2B |
| Capital Returned (buybacks + dividends) | $820M |
| Debt reduction | $327M |
| Cumulative TSR ($100 initial) | $155 (2024) vs $147 (2023), $159 (2022), $135 (2021), $95 (2020) |
Risk Indicators & Red Flags
- Governance: Combined Chair/CEO; no lead independent director (mitigated by independent committees and a policy to separate roles after Sook) .
- Related party: Company’s use of Sook‑owned aircraft (market‑rate, disclosed) .
- Shareholder dissent: Low 2024 say‑on‑pay support (40%) prompted LTIP changes and CEO commitments for next contract .
- Pay ratio: CEO-to-median employee pay ratio 517:1 (2024) .
- Hedging/pledging: Prohibited (reduces misalignment risk) .
Equity Ownership Details (as of 4/21/2025)
| Holder | Shares | % of outstanding |
|---|---|---|
| Perry A. Sook (incl. PS Sook Ltd.) | 1,749,151 | 5.8% |
| Vanguard Group, Inc. | 3,370,415 | 11.2% |
| BlackRock, Inc. | 3,207,431 | 10.6% |
| Shares outstanding (record date basis for voting) | 30,188,767 (4/21/2025) | — |
Employment Terms – Change‑of‑Control and Severance (Illustrative)
| Scenario (CEO) | Cash ($) | Equity acceleration ($) | Notes |
|---|---|---|---|
| Death/Disability | 18,029,000 | 36,490,754 | PSUs at target; equity based on $157.97 share price (12/31/2024) . |
| Termination for any reason upon Change in Control | 18,029,000 | 36,490,754 | Equity vests; PSUs at target . |
| Termination without Cause | 18,029,000 | 36,490,754 | Equity acceleration per agreement . |
| Termination with Good Reason | 18,029,000 | 36,490,754 | Equity acceleration per agreement . |
Director Service and Independence Notes
- Committees: Audit, Compensation, and Nominating/Governance are 100% independent .
- Board attendance/refresh: 96% average attendance; ongoing refresh including 2024 policy to separate Chair/CEO after Sook .
Investment Implications
- Alignment: High insider ownership (5.8%) and strict no‑pledge policy support alignment; CEO ownership at 117x salary materially exceeds guidelines .
- Retention: Contract runs through March 31, 2026 with auto‑renewal; CEO pre‑commitments to improve LTIP design upon renewal could ease governance concerns while retaining a high‑impact founder operator .
- Overhang/selling pressure: Material scheduled vesting in 2026 (RSUs ~37.6K; PSUs ~45.3K) and significant 2024 option exercises may create episodic liquidity events; however, hedging/pledging is prohibited, and CEO’s large residual stake reduces structural misalignment risk .
- Governance watch‑items: Combined Chair/CEO and related‑party aircraft use are recurring flags; the Board’s policy to separate roles post‑Sook and full committee independence are partial mitigants .