Thomas McMillen
NEXSTAR MEDIA GROUPAbout C. Thomas McMillen
C. Thomas McMillen, age 72, has served as an independent director of Nexstar Media Group since 2014 (11 years of service). He currently serves on the Nominating and Corporate Governance Committee. His background spans politics, business, and sports, including three terms in the U.S. House of Representatives and CEO roles in diversified industries relevant to broadcasting, technology, and security. He is a Partner at Moran Global Strategies (since 2024) and holds current directorships at ScanTech AI Systems (NASDAQ: STAI) and Castellum, Inc. (NYSE: CTM) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| LEAD1 Association | President & CEO | 2015–2024 | Led D1 athletic directors’ association; governance and policy advocacy focus |
| Timios National Corporation (formerly Homeland Security Capital Corp.) | CEO & Chairman (2011–2014); President (2005–2011) | 2005–2014 | Operated in security/tech-adjacent sectors; executive leadership and M&A exposure |
| U.S. House of Representatives (MD-4) | Member of Congress | 1987–1993 | Legislative experience; oversight and regulatory insight |
External Roles
| Organization | Role | Tenure | Committees / Focus |
|---|---|---|---|
| Moran Global Strategies | Partner | 2024–Present | Government relations services; public policy expertise |
| ScanTech AI Systems, Inc. (NASDAQ: STAI) | Director | 2025–Present | Security scanning technology; board service |
| Castellum, Inc. (NYSE: CTM) | Director | 2022–Present | National security-focused IT; board service |
| RCS Capital Corporation (prior) | Director | 2013–2016 | Public company board experience |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee; not a committee chair .
- Independence: Classified as independent under NASDAQ Listing Rules .
- Attendance and engagement: 100% attendance in 2024 (4 of 4 full board; 3 of 3 Nominating & Governance; total 7 meetings) vs. 96% board average .
- Tenure on NXST board: 11 years (Director since 2014) .
- Overboarding controls: Company policy caps at four public boards; the proxy states all directors are in compliance (McMillen holds three: NXST, STAI, CTM) .
- Stock ownership and risk policies: Director ownership guideline of 3x annual base retainer, evaluated annually; all applicable directors in compliance as of 12/31/24. Company prohibits director hedging/pledging (stricter standards adopted Jan 2025) .
- Committee scope context: The Nominating & Governance Committee oversees board composition, refreshment, and evaluations; it met 3 times in 2024 .
Fixed Compensation
| Component | Amount / Terms | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Non-employee director cash retainer |
| Committee membership fee (Nominating & Governance) | $10,000 | Additional cash for committee service |
| Committee chair fee | $0 | Not a chair |
| Meeting fees | $0 | No meeting fees paid; expenses reimbursed |
| 2024 cash actually earned (Fees Earned) | $110,000 | Per 2024 Director Compensation Table |
Performance Compensation
| Grant Date | Type | Number of RSUs | Grant-Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| March 20, 2024 | Time-based RSUs | 1,560 | 249,911 | Vested in full on March 20, 2025 | 1,162 RSUs for 2024 service + 398 RSUs catch-up for 2023 due to administrative error |
| Options/SARs | N/A | — | — | — | Company does not currently grant options or option-like instruments |
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Since | Potential Interlock/Conflict Notes |
|---|---|---|---|---|
| ScanTech AI Systems, Inc. | NASDAQ: STAI | Director | 2025 | No related-person transactions involving McMillen disclosed by NXST |
| Castellum, Inc. | NYSE: CTM | Director | 2022 | No related-person transactions involving McMillen disclosed by NXST |
| RCS Capital Corporation (prior) | — | Director | 2013–2016 | Historical board experience |
The Company’s related-party section discloses an aircraft arrangement with the CEO’s entity; no McMillen-related transactions are disclosed .
Expertise & Qualifications
- Board’s skills matrix indicates broad public company experience across all nominees; McMillen’s biography emphasizes long-tenured political, business, and sports leadership with investment and board roles in broadcasting, cellular, environmental technology, real estate, and insurance—capabilities aligned with regulatory navigation and diversified media oversight .
- He is an independent director with governance responsibilities on the Nominating & Governance Committee, contributing to board composition, evaluations, and succession oversight .
Equity Ownership
| Item | Amount / Detail | As-of Date |
|---|---|---|
| Common shares beneficially owned (direct) | 5,535 shares | April 21, 2025 |
| Unvested RSUs outstanding | 1,560 RSUs (granted 3/20/24; vested 3/20/25) | December 31, 2024 |
| Ownership guideline | 3x annual base retainer; all applicable directors in compliance | Policy; compliance evaluated at 12/31/24 |
| Anti-hedging/pledging policy | Prohibits hedging and pledging by directors (stricter standard adopted Jan 2025) | Policy |
Insider Trades (Section 16(a))
| Filing Date | Transaction Date | Form | Description |
|---|---|---|---|
| March 28, 2025 | June 28, 2021 | Form 4 | Late filing to report sale of common stock; company notes all other Section 16(a) filings were timely |
Governance Assessment
- Strengths: Independent status; 100% attendance in 2024; focused governance role on Nominating & Governance; meaningful equity-based director compensation; compliance with ownership guidelines; and covered by strict anti-hedging/pledging policy—supporting alignment and board effectiveness .
- Workload and engagement: Serves on two additional public company boards (STAI, CTM) within NXST’s overboarding limits; his 100% attendance suggests current commitments do not impair engagement .
- Conflicts/related parties: No related-person transactions involving McMillen disclosed; company’s only highlighted related-party item involves the CEO’s aircraft arrangement .
- Risk indicators: One late Section 16(a) Form 4 filed in 2025 for a 2021 sale—administrative reporting lapse noted in proxy; otherwise, no hedging/pledging permitted under policy (adopted stricter standards in 2025) .
RED FLAG: Late Section 16(a) filing (Form 4) in March 2025 covering a 2021 transaction; while historical, it is a governance compliance blemish that merits monitoring for future reporting timeliness .