Christopher S. Ripley
SinclairAbout Christopher S. Ripley
Christopher S. Ripley (age 48) is President and Chief Executive Officer of Sinclair, Inc., serving as CEO since January 2017 after previously serving as Chief Financial Officer from April 2014 to January 2017 . He began his career in investment banking, including as Managing Director at UBS Investment Bank’s Global Media Group (head of the Los Angeles office), and earlier roles at Prime Ventures and Donaldson Lufkin & Jenrette; he holds an Honors Business Administration degree from the University of Western Ontario’s Richard Ivey School of Business . 2024 performance indicators disclosed by the company include total shareholder return of $62 on an initial fixed $100 investment, net income of $319 million, and Adjusted EBITDA of $876 million . The company reports strong say‑on‑pay support in 2024 with approximately 93% approval .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sinclair, Inc. | Chief Financial Officer | 2014–2017 | Senior finance leadership; transitioned to CEO |
| UBS Investment Bank (Global Media Group) | Managing Director; Head of Los Angeles office | Prior to 2014 | Managed, advised, and structured financing and M&A transactions in broadcast and entertainment sectors |
| Prime Ventures | Principal | Prior to 2014 | Investment role; media and venture experience |
| Donaldson Lufkin & Jenrette | Analyst | Prior to 2014 | Early-career analytical foundation |
External Roles
No external board/directorships for Mr. Ripley are disclosed in the proxy .
Fixed Compensation
| Year | Base Salary ($) | Discretionary Bonus Target ($) | Discretionary Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2022 | 1,379,700 | — | — | As reported in SCT |
| 2023 | 1,314,164 | — | — | As reported in SCT |
| 2024 | 1,072,499 | Up to 1,500,000 | 1,200,000 | Salary reduced from $1,314,164 to $1,000,000 effective April 2024 |
| 2025 (set) | 1,000,000 | Up to 1,000,000 discretionary; plus AIP eligibility | — | Compensation actions after 12/31/2024 |
Performance Compensation
Cash Incentives (Adjusted EBITDA-based)
| Metric | Period | Targeted Adjusted EBITDA ($mm) | % of Target Achieved | Payout ($) | Vesting/Terms |
|---|---|---|---|---|---|
| Adjusted EBITDA | Q1 2024 | 130.1 | 97.67% | 175,000 | Quarterly bonus pro rata from 92%–100% of target |
| Adjusted EBITDA | Q2 2024 | 131.4 | 111.94% | 250,000 | Quarterly bonus pro rata; subject to Recapture |
| Adjusted EBITDA | Q3 2024 | 221.6 | 108.19% | 250,000 | Quarterly bonus pro rata; subject to Recapture |
| Adjusted EBITDA | Q4 2024 | 352.7 | 91.90% | — | Below 92% threshold; no payout |
| Adjusted EBITDA (Recapture) | FY 2024 | 835.8 | 100.36% | 325,000 | Recapture Bonus at 100% annual target |
| Adjusted EBITDA (Annual) | FY 2024 | 835.8 | 100.36% | 18,750 | Annual bonus pro rata from 100%–108% |
Notes:
- 2024 cash incentive framework: Quarterly bonuses up to $250,000 per quarter; annual performance bonus up to $500,000; thresholds/payout mechanics as above .
- Adjusted EBITDA definition excludes non-recurring/unusual items, certain non-cash items, and amortization of program costs; used for executive compensation purposes .
Equity Awards (2024 Grants)
| Award Type | Grant Date | Quantity | Exercise/Base Price | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| SARs | 3/8/2024 | 1,340,000 | $13.31 (close on 3/7/2024) | 5,337,066 | Immediately vested |
| Restricted Stock (Class A) | 3/8/2024 | 150,263 | — | 1,882,795 | 50% on 1st anniversary; 50% on 2nd anniversary |
Equity award timing practices: annual grants typically late Feb/early March; no options granted since 2016 .
Multi‑Year Compensation Summary (SCT)
| Year | Salary ($) | Stock Awards ($) | Discretionary Bonus ($) | SARs/Option Awards ($) | Non‑Equity Incentive ($) | Deferred Comp Earnings ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| 2022 | 1,379,700 | 3,026,427 | — | 3,144,041 | 2,069,550 | 5,691 | 12,297 | 9,637,706 |
| 2023 | 1,314,164 | 2,054,924 | — | 1,837,125 | 1,971,246 | 20,564 | 13,297 | 7,211,320 |
| 2024 | 1,072,499 | 1,882,795 | 1,200,000 | 5,337,066 | 1,018,750 | 22,483 | 13,800 | 10,547,393 |
Vesting activity (2024): 67,110 restricted shares vested, realizing $949,942 .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | 1,428,644 Class A shares (including derivatives) |
| Ownership components (Class A) | 365,747—revocable trust; 5,527—401(k) Plan; 614,341—restricted Class A; 193,029—SARs exercisable into Class A; 250,000—stock options (exercise prices $32.54–$33.85) |
| Percent of Class A outstanding | 3.1% |
| Percent of total voting power | * (less than 1%) |
| Options/SARs status | Multiple SARs/option positions outstanding; SARs bases $13.31–$33.85; options fully vested from prior grants |
| Unvested restricted stock at 12/31/2024 | 217,374 shares (142,242 vesting March 2025; 75,132 vesting March 2026) |
| Shares pledged as collateral | No pledge disclosure for Mr. Ripley in ownership footnotes; pledge noted only for another director |
| Stock ownership guidelines | Not disclosed in the proxy; governance guidelines available on company website |
Employment Terms
| Item | Key Terms |
|---|---|
| Agreement history | Employment agreement entered March 2014; amended and restated August 2017 and August 2024 |
| Term | No specified termination date; at‑will with company right to terminate with or without cause |
| 2024–2025 incentives | Discretionary bonus up to $1.5 million (2024) and $1.0 million (2025); quarterly performance bonuses up to $250,000 per quarter (2024–2025); annual performance bonus up to $500,000 (2024–2025); 2025 group performance bonus up to $1.6 million |
| Long‑term stock‑price performance bonus | $5 million payable upon achieving specified average share price thresholds ($33, $40, and each $5 increment thereafter), subject to adjustments reasonably determined by Compensation Committee |
| Severance | Upon termination without cause or resignation for good reason, or upon termination for any reason (other than for cause) within 12 months before or after a change in control: lump‑sum $3,500,000; prorated eligible Group Performance and EBITDA Performance bonuses for year of termination if criteria met; payout of unused vacation; certain equity acceleration per award agreements; subject to compliance with restrictive covenants and execution of release |
| Restrictive covenants | Non‑competition, non‑solicitation, and confidentiality provisions |
| Change‑in‑control equity acceleration | All unvested SARs vest; restricted stock vests upon change in control per plan terms |
| Potential CIC/termination benefits (illustrative at 12/31/2024) | Change in control: total $10,870,883 (SARs $3,862,467; restricted $3,508,416; severance $3,500,000) |
| Clawback policy | Incentive‑based compensation clawback for accounting restatements due to material noncompliance |
| Annual Incentive Plan (AIP) | Adopted Feb 25, 2025; cash-based plan with target awards tied to metrics like unlevered FCF, stock price, relative TSR; Compensation Committee discretion on participants and payouts; no 2024 awards under AIP |
Compensation Structure and Peer Benchmarking
- Peer group used for compensation comparisons (2024): AMC Networks, Cumulus Media, E.W. Scripps, Entravision, Fox Corp., Gray Television, iHeartMedia, Nexstar Media Group, Tegna, The New York Times Company .
- 2024 say‑on‑pay approval approximately 93% .
- 2025 equity grants: Restricted stock awards of 465,671 shares to Mr. Ripley (others granted as disclosed) .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR (value of $100) | $99.09 | $84.43 | $51.76 | $46.69 | $62.00 |
| Peer Group TSR (value of $100) | $92.94 | $93.35 | $65.05 | $119.01 | $106.24 |
| Net Income (Loss, $mm) | (2,429) | (326) | 2,701 | (279) | 319 |
| Adjusted EBITDA ($mm) | 2,165 | 793 | 956 | 557 | 876 |
Context:
- Company governance: Sinclair is a “Controlled Company” under Nasdaq rules, with the Smith brothers holding more than 50% voting power and an agreement to vote for each other’s board seats; collectively they had 81.0% of total voting power as of March 17, 2025 .
- Regulatory backdrop: Oversight activities referenced include an FCC Consent Decree through May 29, 2024 and DOJ Final Judgment; board committees oversee compliance, risk, and cybersecurity .
Investment Implications
- Pay‑for‑performance alignment is anchored primarily to Adjusted EBITDA at quarterly and annual levels; 2024 payouts show sensitivity to both quarterly performance and full‑year recapture, with meaningful discretionary bonuses also utilized, indicating a mix of formulaic and discretionary pay levers .
- Equity alignment includes significant 2024 SARs granted at a $13.31 base and time‑vested restricted stock; equity accelerates on change‑in‑control and certain termination events, which may reduce retention risk in a sale but creates potential overhang around CIC scenarios .
- Severance and CIC protections provide substantial cash ($3.5 million) and accelerated equity, plus eligibility for prorated bonuses, which could diminish downside risk for the CEO but may raise shareholder scrutiny on CIC breadth (benefits payable for termination “for any reason (other than for cause)” within a 12‑month pre/post CIC window) .
- Governance risk is elevated by controlled‑company status and Class B voting concentration, alongside proposed charter changes expanding “Permitted Transferees” of Class B stock to certain 501(c)(3)/(c)(4) organizations, signaling durable voting control and estate planning flexibility for controlling shareholders .
- Performance trajectory shows net income recovery in 2024 and improved TSR versus 2023, though still trailing the peer TSR benchmark, suggesting continued execution risk in achieving sustained value creation relative to peers .