Benson E. Legg
SinclairAbout Benson E. Legg
Hon. Benson E. Legg (age 77) is an independent director of Sinclair, Inc. (SBGI) and has served on the Board since January 2019. A former U.S. District Judge for the District of Maryland (appointed in 1991; Chief Judge 2003–2010; retired 2013), he previously was a partner at Venable LLP and clerked for Judge Frank A. Kaufman. Since retiring from the bench, he has served as an arbitrator and mediator with JAMS and is a board member of the Maryland Chapter of Trout Unlimited. The Board has determined he meets Nasdaq independence criteria.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. District Court for the District of Maryland | U.S. District Judge; Chief Judge | Judge 1991–2013; Chief Judge 2003–2010 | Led the court; extensive federal law experience |
| Venable, Baetjer & Howard (now Venable LLP) | Partner (previously associate) | Partner 1982–1991; joined 1975 | Private practice in law |
| U.S. District Court (Judge Frank A. Kaufman) | Law Clerk | 1973–1974 | Federal judicial clerkship |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JAMS | Arbitrator and Mediator | Since retirement from the bench | Alternative dispute resolution (ADR) |
| Trout Unlimited (Maryland Chapter) | Board Member | Not disclosed | Non-profit board role |
Board Governance
- Independence and structure
- Determined independent under Nasdaq rules; SBGI is a “Controlled Company” (Smith family controls >50% voting power; 81% of total voting power as of Mar. 17, 2025), so certain Nasdaq independence requirements do not apply.
- Committee assignments and leadership
- Compensation Committee: Chair; the committee met 31 times in 2024—a high cadence indicating intensive engagement; committee comprised entirely of independent directors; no interlocks.
- Nominating & Corporate Governance Committee: Member; met 1 time in 2024.
- Regulatory Committee: Member; focused on FCC/DOJ compliance and Consent Decree oversight; met 4 times in 2024 (two joint with Audit).
- Attendance and engagement
- Board held 8 meetings in 2024; all directors attended at least 75% of Board and committee meetings; directors generally attend the annual meeting (2024 in person with a few exceptions).
Fixed Compensation
| Year | Cash Fees (USD) | Notes |
|---|---|---|
| 2024 | $119,000 | Includes $35,000 annual director retainer; $6,000 Compensation Committee Chair retainer; plus meeting fees: Board $2,000/meeting; Audit $2,500/meeting; other committees (Comp, N&CG, Regulatory, Cybersecurity) $1,500/meeting. Elevated cash likely reflects 31 Compensation Committee meetings. |
| 2023 | $96,854 | Same fee schedule as policy; Regulatory Chair also has $6,000 policy but not applicable to Legg. |
Director fee policy: Annual director retainer $35,000; Audit Chair $7,500; Comp Chair $6,000; N&CG Chair $6,000; meeting fees as above; unrestricted stock granted annually on the annual meeting date.
Performance Compensation
| Year | Equity Grant Type | Shares Granted | Grant-date Value | Details |
|---|---|---|---|---|
| 2024 | Unrestricted Class A common stock | 18,943 | $230,820 | Granted on the 2024 annual meeting date (June 11, 2024) at $12.19 per share pursuant to the 2022 Stock Incentive Plan. |
| 2023 | Unrestricted Class A common stock | 13,416 | $230,554 | Granted on the 2023 annual meeting date (May 18, 2023) at $17.19 per share pursuant to the 2022 Stock Incentive Plan. |
Performance metrics for director equity: None disclosed; awards are unrestricted stock, not tied to operating or TSR targets.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed in SBGI proxy biography. |
| Committee interlocks | Compensation Committee members (Legg, Keith, Friedman) have no interlocks and have not served as SBGI officers. |
Expertise & Qualifications
- Legal and judicial: Former U.S. District Judge and law firm partner; deep knowledge of federal law and governance.
- Compensation governance: Chairs the Compensation Committee; signed the Compensation Committee Report recommending inclusion of CD&A.
- Compliance and regulatory oversight: Member of Regulatory Committee overseeing FCC Consent Decree compliance, DOJ Final Judgment adherence, and ERM updates through 2024.
Equity Ownership
| Holder | Security | Shares Beneficially Owned | Percent of Class |
|---|---|---|---|
| Benson E. Legg | Class A Common Stock | 59,629 | <1% (*) |
- Company shares outstanding as of Mar. 17, 2025: 69,544,840 (45,769,784 Class A; 23,775,056 Class B).
- Hedging/pledging policy: Directors are prohibited from hedging but permitted to pledge or use margin loans secured by Company stock (potential alignment risk if used). No Legg-specific pledging disclosure.
Director Compensation Mix (Signal Analysis)
- 2024 mix: Cash $119,000 (~34% of total); Equity $230,820 (~66%).
- 2023 mix: Cash $96,854 (~30%); Equity $230,554 (~70%).
- Year-over-year change: Higher cash in 2024 aligns with a sharp increase in Compensation Committee meetings (31 vs 19 in 2023), indicating elevated oversight workload.
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: Approximately 93% support, signaling broad shareholder alignment with pay practices under Legg’s Compensation Committee leadership.
- Compensation Committee governance: Committee composed solely of independent directors; executives did not participate in final deliberations regarding NEO pay in 2024.
Insider Trades and Section 16 Compliance
| Date/Period | Item | Detail |
|---|---|---|
| 2024 (due June 13; filed July 9) | Section 16(a) Filing | Legg did not timely file a Form 4 reporting acquisition of Class A stock; subsequently filed on July 9, 2024. |
Related-Party Transactions (Conflicts Review)
- Policy: Related person transactions (> $120,000) require Audit Committee review/approval; annual review of ongoing transactions.
- Company context: SBGI is controlled by the Smith family; multiple family members serve as executives/directors and have disclosed related-party relationships; no Legg-specific related-party transaction disclosed.
Governance Assessment
- Positives
- Independent director with significant legal and federal judicial experience; strong fit for oversight roles, particularly compensation and regulatory/compliance.
- High engagement as Compensation Committee Chair (31 meetings in 2024) during a period of regulatory oversight and corporate complexity; committee signed off on CD&A and maintains independent composition.
- Strong 2024 say-on-pay result (~93%) supports investor confidence in pay program overseen by the committee.
- Risks and Red Flags
- Controlled company structure (81% voting power held by Smith family) reduces reliance on standard Nasdaq independence safeguards; potential for perceived entrenchment.
- Insider policy allows pledging/margin loans of Company securities by directors, which can introduce misalignment risk under stress, though hedging is prohibited; no Legg-specific pledging disclosed.
- Section 16(a) lapse: Legg (among others) filed a late Form 4 in 2024—administrative, but a compliance blemish.
Overall implication: Legg brings strong governance and legal rigor and appears engaged (especially in compensation oversight). The primary governance headwinds at SBGI stem from the controlled company structure and permissive pledging policy rather than Legg-specific conflicts; monitoring of Section 16 timeliness and any pledging disclosures remains warranted.