Rachel Morgan
NEXSTAR MEDIA GROUPAbout Rachel Morgan
Rachel Morgan is Executive Vice President and General Counsel at Nexstar Media Group, appointed in June 2022; she oversees all legal affairs including business transactions, regulatory filings, privacy/data security, labor and employment, intellectual property, and litigation, and serves on the Nexstar Media Charitable Foundation Board and as Corporate Secretary to the Board . She is 53 years old and is one of the company’s current executive officers listed in the 2025 proxy . Nexstar’s executive compensation and performance management framework ties incentives to Adjusted EBITDA and Net Revenue, and uses Relative TSR for long-term equity awards—key measures that drive pay-for-performance across senior executives; the company identifies Adjusted EBITDA and Net Revenue as most important for linking compensation to performance and uses Relative TSR for PSUs, aligning with investor focus on TSR and cash generation . Her governance role as Corporate Secretary includes directing stockholder communications and serving as a named proxy, reinforcing her centrality in disclosure and board processes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AT&T Services, Inc. | Vice President and Associate General Counsel | 2012–2022 | Led corporate legal matters across roles of increasing responsibility, contributing to complex transactions and regulatory stewardship |
| International Law Firms (two) | Attorney (private practice) | ~15 years prior to AT&T | Advised on sophisticated legal matters in global law firm settings; foundation for corporate legal leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nexstar Media Charitable Foundation | Board member | Current | Supports philanthropic governance aligned with Nexstar’s community engagement |
| Dallas Bar Association’s Community Service Fund | Board of Directors | Current | Community service and legal profession stewardship in Dallas |
| Dallas Bar Foundation | Trustee | Current | Legal community governance and grant-making oversight |
Fixed Compensation
- Nexstar’s senior executive compensation design comprises base salary, an annual performance-based cash bonus, and long-term equity incentives (RSUs and PSUs), with non-CEO senior executives targeted at a balanced cash/equity mix and significant at-risk pay proportions to align outcomes with performance .
- The Compensation Committee administers executive employment agreements and equity plans, sets award levels, and uses an independent consultant (Meridian) to benchmark against a defined media/entertainment peer group .
- Ms. Morgan’s individual base salary, target bonus, and grant-level disclosures are not included among Named Executive Officers in the 2025 proxy; therefore, specific figures for her fixed compensation are not disclosed in public proxy filings .
Performance Compensation
Annual Bonus Framework (Senior Executives)
| Component | Metric | Targeting/Weighting | Payout Determinants |
|---|---|---|---|
| Financial performance | Net Revenue and/or Adjusted EBITDA (company, division or business) | Set per role; combined with qualitative objectives | Committee certification of financial results; capped payouts; discretion to reduce |
| Individual objectives | Strategic/operational achievements | Role-specific | Compensation Committee reviews accomplishments and approves payout |
Long-Term Incentive Program (LTIP) – Non-CEO Senior Executives (2025 structure)
| Metric | Weight | Measurement Period | Vesting | Payout Leverage |
|---|---|---|---|---|
| Relative TSR vs peer group | 50% | 2 years | PSUs: 3-year cliff; RSUs: 3-year annually ratable | 0%–200% of target with interpolated vesting bands |
| Cumulative Adjusted Free Cash Flow | 50% | 2 years | PSUs: 3-year cliff; RSUs: 3-year annually ratable | 0%–200% of target, aligned to cash generation goals |
- The company selected Adjusted EBITDA and Net Revenue as the most important measures linking compensation actually paid to performance for 2024, underscoring the primacy of operating and revenue performance in incentive determination .
- Notes: The CEO’s LTIP is separately governed by contract and utilizes one-year Relative TSR with two-year time vest for 2024 grants; for non-CEO senior executives (including roles comparable to EVP/GC where PSUs are granted), Nexstar introduced the 2025 plan with two metrics and longer vesting to strengthen pay-for-performance durability .
Equity Ownership & Alignment
| Topic | Policy/Status |
|---|---|
| Stock ownership guidelines | CEO: 10x base salary; other Named Executive Officers and other senior executives: 2x base salary; directors: 3x retainer; counted using highest share price over prior 24 months; un/vested RSUs/PSUs count; options do not; initial compliance test at five years in role, then annually thereafter . |
| Compliance status | All applicable directors and officers with >5 years of service were in compliance as of December 31, 2024; Ms. Morgan joined in 2022 so her initial compliance test will occur after five years of service per policy . |
| Hedging/pledging and derivatives | Hedging and pledging of Nexstar securities are strictly prohibited; short sales, options trading, and margin accounts are restricted under the Insider Trading and Anti-Hedging and Pledging Policy . |
| Beneficial ownership context | As of April 21, 2025, all directors and executive officers as a group (19 persons) beneficially owned 2,009,027 shares, or 6.7% of common stock; Ms. Morgan’s individual line item is not separately listed in the proxy table . |
Note: We attempted to retrieve Form 4 insider trading activity for Rachel Morgan to assess recent transactions, vesting-related selling pressure, and current beneficial ownership; the insider-trades data API returned an authorization error (401), so current Form 4 analytics could not be included [ReadFile SKILL.md] (tool run error details recorded).
Employment Terms
| Topic | Terms/Practice |
|---|---|
| Employment agreements administration | Compensation Committee approves executive officer employment agreements and administers equity plans and grants . |
| Severance and change-in-control (NEOs) | Double-trigger cash severance upon change in control; cash severance equals 2x base salary and target bonus for CEO/COO and 1x for other NEOs; automatic equity vesting upon change in control for all NEOs, with additional CEO provisions upon qualifying termination; no excise tax gross-ups . |
| Clawback policy | SEC-compliant clawback policy adopted in 2023 to recoup incentive-based compensation erroneously received due to financial restatements . |
| Non-compete/other terms (illustrative) | CEO agreement includes one-year post-employment non-compete and perpetual non-disclosure; specific non-compete terms for Ms. Morgan are not disclosed in the proxy . |
Performance & Track Record
- Appointed EVP and General Counsel in June 2022, leading comprehensive legal oversight across transactions, regulatory, privacy/security, employment, IP, and litigation matters; serves on Nexstar’s charitable foundation board, reflecting cross-functional leadership and community stewardship .
- Named as a notice contact on transaction documentation related to the TEGNA process, indicating active executive legal involvement in strategic M&A initiatives and high-stakes negotiations .
- Corporate Secretary responsibilities include directing stockholder communications and serving as a named proxy for the annual meeting, reinforcing her governance and disclosure purview .
Compensation Peer Group (Context for TSR and LTIP)
- The 2024 peer group used for benchmarking and performance comparisons included Fox Corporation, Paramount Global, News Corporation, Warner Bros. Discovery, Omnicom, Interpublic, AMC Networks, SiriusXM, Clear Channel Outdoor, iHeartMedia, Gray, Sinclair, TEGNA, and The E.W. Scripps Company, reflecting broader media/broadcast comparables given Nexstar’s scale and diversified assets .
- For the CEO’s 2024 PSUs specifically, the TSR peer set included many of the same companies and certified at the 57th percentile for the February 29, 2024–February 28, 2025 measurement period, illustrating performance calibration against sector peers; non-CEO senior executives’ PSU metrics transitioned in 2025 to a dual-metric design over two years .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay support in 2024 was approximately 40%, prompting board and management outreach and changes to the non‑CEO senior executive LTIP structure, including adding two performance metrics (Relative TSR and Cumulative Adjusted Free Cash Flow), aligning vesting periods to a two‑year measurement and three‑year cliff vesting, and conforming PSU metrics across senior executives .
- The company reported that most engaged stockholders viewed the LTIP changes as responsive to concerns, and the CEO agreed to incorporate certain requested LTIP constraints (e.g., extending TSR measurement and capping if absolute TSR is negative) in any new/renewed CEO contract post‑March 2026, underscoring governance responsiveness .
Investment Implications
- Alignment: Nexstar’s prohibition of hedging/pledging, robust ownership guidelines (2x salary for senior executives with five‑year compliance window), and clawback policy reduce classic agency risks and signal alignment for executives like the General Counsel; for Ms. Morgan, the initial compliance assessment will occur after five years of service, with RSUs/PSUs counted toward ownership levels .
- Incentive structure: The 2025 shift to dual‑metric PSUs (Relative TSR and Cumulative Adjusted Free Cash Flow) with longer measurement and vesting horizons strengthens pay‑for‑performance durability and may moderate short‑term selling pressure by elongating vesting horizons; monitoring Form 4 filings for vesting‑related transactions remains prudent given policy‑driven award timing .
- Governance signals: Low 2024 say‑on‑pay support prompted tangible program changes and enhanced responsiveness, which typically reduces compensation-related overhang; Ms. Morgan’s central role in governance (Corporate Secretary) and M&A processes indicates direct influence on risk management and strategic execution, a positive for retention and control but necessitating continued oversight of change-in-control economics applicable to NEOs and senior executives .
Nexstar Media Group, Inc. document citations: ; 8-K and related filings: .