Sean Compton
NEXSTAR MEDIA GROUPAbout Sean Compton
Sean Compton (age 51) serves as President, Networks at Nexstar, appointed in November 2020; he oversees The CW Network, NewsNation, Antenna TV, REWIND TV, Nexstar programming acquisitions, The Hill, and WGN Radio . In 2024, company performance was strong with net revenue of $5.4B, Adjusted EBITDA of $2.0B, and net income of $683M, providing context for his division’s targets and payouts . His 2024 bonus metrics tied to Networks delivered 94% of budgeted net revenue ($560M vs $596M target) and 123% of budgeted EBITDA (−$17M vs −$22M target), resulting in full payout of financial components .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nexstar Media Group | President, Networks | Nov 2020–Present | Leads strategy/operations for The CW and NewsNation; expanded NewsNation to 24/7 news; advanced CW sports programming |
| Tribune Company | President, Strategic Programming & Acquisitions | 2008–2019 | Oversaw programming for 42 TV stations and Antenna TV; led content strategy |
| Clear Channel Radio & Premiere Radio Networks | Vice President of Programming | ~1998–2008 (10 years as VP within 16 years total in radio) | National programming leadership across radio networks |
External Roles
No public-company board roles disclosed for Compton in the proxy .
Fixed Compensation
| Item | 2024 Value |
|---|---|
| Base Salary ($) | $1,000,000 |
| Target Bonus (% of Base) | 100% |
| Actual Bonus Paid ($) | $985,000 (paid March 2025) |
| Bonus Weighting | 35% Networks Net Revenue; 35% Networks EBITDA; 30% Discretionary |
Performance Compensation
2024 Annual Bonus Detail
| Metric | Weight | Target | Actual | Payout ($) |
|---|---|---|---|---|
| Networks Net Revenue | 35% | $596M | $560M | $350,000 (100% of component) |
| Networks EBITDA | 35% | −$22M | −$17M | $350,000 (100% of component) |
| Discretionary | 30% | $300,000 | 95% achieved | $285,000 |
| Total Bonus | 100% | $1,000,000 | — | $985,000 |
Long-Term Incentives (Equity)
| Award Type | Grant Date | Shares Granted | Vesting | Performance Metrics | Measurement Period | Payout Leverage |
|---|---|---|---|---|---|---|
| RSUs | 5/23/2024 | 4,000 | 4-year ratable (1,000/yr 2025–2028) | Time-based | — | — |
| PSUs (2024 grant) | 5/23/2024 | 4,000 | 4-year ratable (annual tranches) | Networks Net Revenue and/or Adjusted EBITDA ≥ 90% of budget (all-or-nothing per tranche) | 1-year per tranche | None (all-or-nothing for Compton) |
| PSUs (prior grants vested in 2024) | — | 3,126 vested | — | Networks budget metrics achieved (with approved adjustment for temporary customer disruption) | FY 2023 | — |
| 2025 PSU Structure (non-CEO NEOs) | Effective 2025 | — | Transition in 2025; full 3-year cliff vesting in 2026 | 50% Relative TSR vs peer group; 50% Cumulative Adjusted Free Cash Flow | 2-year measurement period | 50% threshold; 100% target; 150% max; cap TSR payout at 100% if absolute TSR negative |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Sean Compton | 18,932 (10,684 direct + 8,248 RSUs vesting within 60 days of 4/21/2025) | <1% (*) |
Outstanding and Unvested Equity at 12/31/2024
| Category | Units Not Vested | Market Value ($) |
|---|---|---|
| RSUs + PSUs (earned but time-unvested) | 14,061 | $2,221,216 (at $157.97/share) |
| PSUs (unearned & unvested) | 5,813 | $918,280 |
Scheduled Vesting (Subject to conditions)
| Award | Grant Date | Next Vest Dates and Amounts |
|---|---|---|
| RSUs | 5/17/2021 | 1,250 on 5/17/2025 |
| RSUs | 6/3/2022 | 937 on 6/3/2025; 938 on 6/3/2026 |
| RSUs | 6/14/2023 | 937 on 6/14/2025; 938 on 6/14/2026; 937 on 6/14/2027 |
| RSUs | 5/23/2024 | 1,000 on each of 5/23/2025, 5/23/2026, 5/23/2027, 5/23/2028 |
| PSUs | 5/17/2021 | 1,250 on 5/17/2025 (performance achieved) |
| PSUs | 6/3/2022 | 937 on 6/3/2026 (subject to performance) |
| PSUs | 6/14/2023 | 938 on 6/14/2026; 937 on 6/14/2027 (subject to performance) |
| PSUs | 5/23/2024 | 1,000 on 5/23/2026; 1,000 on 5/23/2027; 1,000 on 5/23/2028 (subject to performance) |
- Stock ownership guidelines: NEOs must hold 2x base salary; includes unvested RSUs/PSUs based on highest stock price in last 24 months; all applicable officers in compliance as of 12/31/24 .
- Anti-hedging/pledging: Strict prohibition adopted January 2025; no hedging or pledging of Company securities .
- Options: Company does not currently grant options; Compton had no option exercises in 2024 .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Compton Employment Agreement dated 9/19/2023; expires 9/18/2027; auto-renew for successive one-year periods unless notice given |
| Base Salary | $1,000,000 (subject to annual review/adjustments) |
| Annual Bonus | Up to 100% of base (or higher with CEO and Compensation Committee approval); based on Company/division performance and individual performance |
| Perquisites | $750/month automobile allowance; $100/month cell phone allowance |
| Severance (no cause / good reason / CIC) | One year of base salary plus $29,000; amounts in proxy table show $2,014,000 cash upon termination in change in control or qualifying terminations |
| Equity on Change in Control | All unvested RSUs and PSUs vest at target upon Change in Control |
| Restrictive Covenants | One-year post-employment non-compete; perpetual non-disclosure |
| Clawback | SEC-compliant recoupment policy effective 10/2/2023 for incentive-based compensation |
| Insider Trading Policy | Prohibits trading while in possession of MNPI, short-term trading, short sales, options/derivatives, hedging, and pledging |
Performance & Track Record (Networks)
| Area | Highlights |
|---|---|
| NewsNation | Expanded to 24/7 news; strong election night coverage (first correct presidential call) |
| The Hill | Improved integration with NewsNation (operations/editorial) |
| The CW | Losses reduced by ~50% in 2024; launched WWE NXT and NASCAR Xfinity Series; increased sports/live content to ~40% of hours |
Compensation Mix and History (Compton)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 1,000,000 | 285,000 | 1,133,969 | 700,000 | 20,540 | 3,139,509 |
| 2023 | 743,692 | 314,395 | 1,149,872 | 366,794 | 42,383 | 2,617,136 |
| 2022 | 645,001 | 200,000 | 1,253,724 | 400,000 | 18,883 | 2,517,608 |
2024 “All Other Compensation” Breakdown (Compton)
| Component | Amount ($) |
|---|---|
| Automobile Allowance | 9,000 |
| Life Insurance Premiums | 1,532 |
| 401(k) Contributions | 8,808 |
| Cell Phone Allowance | 1,200 |
| Total | 20,540 |
Governance and Alignment Signals
- Say-on-pay 2024 support was ~40%; in response, Nexstar updated non-CEO NEO LTIP for 2025 to add 2 metrics (Relative TSR and Cumulative Adjusted FCF), lengthen vesting to 3 years, use a 2-year measurement period, add payout leverage, and cap TSR payouts if absolute TSR is negative .
- Stock ownership guidelines and anti-pledging/hedging reinforce alignment; all applicable officers were in compliance at 12/31/24 .
Investment Implications
- Pay-for-performance tightening: 2025 LTIP changes add Relative TSR and Adjusted FCF with longer vesting, improving alignment and reducing windfall risk (cap TSR payouts if absolute returns are negative) .
- Upcoming equity delivery windows: Multiple RSU/PSU tranches vest across May–June annually (2025–2028), creating predictable share issuance events; equity accelerates at target on change in control (single-trigger for equity) with cash severance of ~1x salary plus $29K under qualifying terminations, indicating moderate retention risk but strong CIC protection .
- Division execution: Achievements at NewsNation and The CW (24/7 programming, sports launches, reduced losses) support Networks’ trajectory; bonus attainment shows discipline in budget metrics despite a challenging EBITDA base, highlighting Compton’s operational execution focus .
- Alignment safeguards: Strict anti-hedging/pledging and stock ownership rules reduce misalignment risks; clawback policy covers incentive compensation, further strengthening governance .