Tony Wells
NEXSTAR MEDIA GROUPAbout Tony Wells
Tony Wells, age 60, has served as an independent director of Nexstar Media Group since 2023 and is a member of the Compensation Committee. He is the former Chief Media Officer at Verizon (2021–2023) and former Chief Brand Officer at USAA, with prior senior marketing roles at 24 Hour Fitness, ADT, and Schneider Electric; he brings deep expertise in national/local advertising and digital marketing . Nexstar discloses eight of nine directors are independent and all committees are 100% independent, underscoring board effectiveness .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Communications | Chief Media Officer | 2021–2023 | Led $2B+ enterprise media budget across platforms, sponsorships, experiential and digital . |
| USAA | Chief Brand Officer; senior marketing roles | 2017–2021 | Managed ~$1B brand budget; DEI program and customer satisfaction initiatives . |
| 24 Hour Fitness; ADT; Schneider Electric NA | Chief Marketing Officer (various) | 2007–2017 | Senior marketing leadership across consumer and industrial verticals . |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| Yelp Inc. (NYSE: YELP) | Director | 2020 | Member, Compensation Committee . |
| AZ-VC (Arizona’s largest VC fund) | Venture Partner | 2024 | Strategic investing role . |
| TripleLift (private ad-tech) | Director | 2023 | Board oversight in programmatic advertising . |
| Amalgamated Financial Corp. (Nasdaq: AMAL) | Director | Jun 27, 2025 | Compensation and Nominating & Governance Committees . |
Board Governance
- Independence: Independent director; committees fully independent .
- Committee assignment: Compensation Committee member; no chair role .
- Attendance and engagement (2024):
- Full Board meetings attended: 4 (of 4) .
- Compensation Committee meetings attended: 7 (of 8) .
- Overall attendance rate: 92% .
- Overboarding policy: Limit of 4 public company boards; all directors compliant as of 12/31/24 . Wells’ public boards (NXST, YELP, AMAL) remain within policy limits .
Fixed Compensation
Nexstar’s non-employee director pay structure comprises cash retainer, committee fees, and annual time-based RSUs; no meeting fees and no options are currently granted .
| Component (2024) | Amount/Units | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Standard director retainer . |
| Compensation Committee membership fee | $10,000 | Non-chair member fee . |
| Total cash fees (Wells) | $110,000 | Fees earned in 2024 . |
| RSUs granted (Wells) | 1,520 | Granted 3/20/2024; vest 3/20/2025 (includes 358 RSUs for 2023 due to admin correction) . |
| Stock awards fair value (Wells) | $243,503 | Grant date fair value per ASC 718 . |
| Total 2024 compensation (Wells) | $353,503 | Cash + stock awards . |
Performance Compensation
- Directors do not receive performance-based equity; RSUs are time-based for directors .
- As a Compensation Committee member, Wells oversees the executive LTIP metrics. Nexstar revised non-CEO LTIP structure in 2025 (responsive to 2024 say-on-pay feedback), adopting the following metrics and terms:
| Metric | Weight | Measurement Period | Vesting | Payout Leverage | Cap Condition |
|---|---|---|---|---|---|
| Relative TSR vs peer group | 50% | 2 years | 3-year vesting (cliff from 2026; transitional ratable in 2025) | 50% at threshold; 150% at max | Payout capped at 100% if absolute TSR is negative . |
| Cumulative Adjusted Free Cash Flow | 50% | 2 years | 3-year vesting (cliff from 2026; transitional ratable in 2025) | 50% at threshold; 150% at max | N/A (cap applies to TSR leg) . |
Other Directorships & Interlocks
| Company | Overlap/Interlock Considerations |
|---|---|
| Yelp Inc. | Both NXST and Yelp monetize advertising; no disclosed related-party transactions or competitive conflicts in NXST filings; monitor cross-industry exposure . |
| Amalgamated Financial Corp. | Banking; unrelated to NXST’s core broadcasting; appointment disclosed with committee roles . |
| TripleLift | Ad-tech; strategic insight into programmatic advertising ecosystem; no NXST-related transactions disclosed . |
Expertise & Qualifications
- Advertising and media buying expertise from Verizon and USAA; domain knowledge in automotive, financial services, and telecom verticals .
- Board experience in public and private companies; compensation governance exposure at Yelp .
- Education and service: U.S. Naval Academy (B.S.); Management Certificate, Johns Hopkins Carey School of Business; former U.S. Marine Corps infantry officer .
Equity Ownership
| Ownership Element | Quantity/Status | Notes |
|---|---|---|
| Common stock beneficially owned | 2,270 shares | Held via Wells Family Trust (beneficial owners: Mr. and Mrs. Wells) . |
| Unvested RSUs (12/31/24) | 1,520 | Granted 3/20/2024; vested 3/20/2025 . |
| Hedging/pledging | Prohibited | Insider Trading and Anti-Hedging/Pledging Policy enhanced Jan 2025 . |
| Director ownership guideline | 3x annual base retainer | Tested five years from start; includes unvested RSUs using highest stock price in prior 24 months; all applicable directors in compliance as of 12/31/24 . |
Governance Assessment
- Committee effectiveness: Wells sits on a fully independent Compensation Committee; no compensation committee interlocks or insider participation were identified for NXST in 2024 .
- Engagement: 92% attendance with full participation in board and compensation meetings suggests satisfactory engagement (company-wide average 96%) .
- Shareholder responsiveness: 2024 say-on-pay support was ~40%, prompting robust LTIP changes (multi-year measurement, dual metrics, TSR cap if absolute negative); Wells signed the Compensation Committee Report endorsing CD&A inclusion, signaling accountability .
- Conflicts/related parties: NXST discloses an aircraft-related arrangement with the CEO’s entity; no related-party transactions reported for Wells . NXST prohibits hedging/pledging, reducing alignment risks .
- Overboarding risk: NXST policy caps at four boards; Wells’ public board count (NXST, YELP, AMAL) remains within policy, and directors must pre-notify the Nominating & Governance Chair before new roles .
Overall, Wells adds material advertising and marketing acumen to NXST’s board and Compensation Committee, with solid attendance, independence, and ownership alignment. Key monitoring items include cross-industry advertising exposures (Yelp/TripleLift) and ongoing shareholder feedback on executive pay design, which the committee has actively addressed .