David B. Gibber
SinclairAbout David B. Gibber
Executive Vice President and Chief Legal Officer at Sinclair, Inc. (SBGI) since March 2024; previously Senior Vice President/General Counsel (Apr 2019–Mar 2024), and earlier held deputy counsel roles after joining Sinclair in 2011. Age 43 (2025 proxy) and 42 (2024 proxy); J.D., University of Maryland School of Law, magna cum laude, Order of the Coif; oversees Distribution and Network Relations since July 2021; prior practice at Gordon Feinblatt, LLC . Company performance context: 2024 TSR value of $62 on a fixed $100 basis vs peer group $106; net income $319M and Adjusted EBITDA $876M, indicating EBITDA recovery vs 2023 net loss and lower EBITDA .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sinclair, Inc. | Executive Vice President / Chief Legal Officer | Mar 2024–present | Leads legal function; oversees Distribution & Network Relations since Jul 2021, supporting affiliate negotiations and network relations . |
| Sinclair, Inc. | Senior Vice President / General Counsel | Apr 2019–Mar 2024 | Led corporate legal and strategy matters during restructuring and affiliate renewals . |
| Sinclair, Inc. | Deputy General Counsel / Director of Legal Services; Legal Counsel | Oct 2011–Apr 2019 | Built internal legal capabilities across M&A, distribution, regulatory . |
| Gordon Feinblatt, LLC | Attorney (Corporate/Regulatory) | Pre-2011 | Private practice foundation in corporate and regulatory law . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Maryland Science Center | Board member (prior) | Not disclosed | Prior board service . |
| YES Network | Board member (prior) | Not disclosed | Prior board service . |
| CAST.ERA | Board member (prior) | Not disclosed | Prior board service in Sinclair JV . |
| Sinai Hospital | Board member (current) | Not disclosed | Current community board service . |
Fixed Compensation
Actual reported compensation (salary and bonuses):
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Salary ($) | $830,769 | $927,000 | $927,000 |
| Discretionary/Annual Bonus ($) | $250,000 | $289,688 | $400,000 |
| SARs (grant-date fair value, $) | $510,789 | $524,007 | $333,973 |
| Stock Awards (grant-date fair value, $) | $402,813 | $453,970 | $527,276 |
| All Other Compensation ($) | $33,342 | $36,660 | $39,867 |
Target/guaranteed compensation terms (per employment agreement):
| Component | 2024 | 2025 | 2026 |
|---|---|---|---|
| Base Salary ($) | $950,000 (retro to Jan 1, 2024) | $980,000 | $980,000 |
| Annual Cash Bonus ($) | ≥$350,000 (minimum) | $575,000 (performance-based) | $675,000 (performance-based) |
| Quarterly Performance Bonus ($) | $50,000 per quarter (criteria set by Comp Committee) | Not disclosed | Not disclosed |
| Distribution Performance Bonus ($) | Not applicable | $250,000 (criteria set by Comp Committee) | $250,000 (criteria set by Comp Committee) |
| Discretionary Bonuses | Eligible (cash or equity; Ventures acquisitions) | Eligible | Eligible |
Performance Compensation
Cash incentive design and metrics:
| Metric/Plan | Weighting | Target Definition | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Quarterly Performance Bonus (2024) | Not disclosed | $50,000/quarter; criteria set by Compensation Committee | Not disclosed | Paid after quarter, if criteria met . |
| Annual Cash Bonus (2024) | Not disclosed | Minimum $350,000; criteria set by Compensation Committee | Not disclosed | Annual . |
| Annual Performance Bonus (2025/2026) | Not disclosed | $575k (2025), $675k (2026); criteria set by Comp Committee | Not disclosed | Annual . |
| Distribution Performance Bonus | Not disclosed | $250k (2025), $250k (2026); distribution KPIs set by Comp Committee | Not disclosed | Annual . |
| Company Annual Incentive Plan (AIP) adopted Feb 25, 2025 | Committee assigns | Goals may include unlevered FCF, stock price, relative TSR; targets/thresholds/maks set by Committee | Not disclosed for Gibber | Cash awards; discretionary adjustment permitted . |
Notes:
- 2023 bonus was discretionary ($400k) without an explicit metric framework .
- The broader 2025 AIP introduces potential stock price and TSR metrics, increasing alignment with shareholder outcomes .
Equity Awards and Vesting
Grants and vesting schedules:
| Award | Grant Date | Quantity/Terms | Vesting | Exercise/Base Price | Fair Value (if disclosed) |
|---|---|---|---|---|---|
| Restricted Stock (RS) | Mar 2, 2023 | 34,440 shares | 50% Mar 2024; 50% Mar 2025 | N/A | $527,276 |
| Stock Appreciation Rights (SARs) | Mar 2, 2023 | 75,141 SARs | 50% Mar 2024; 50% Mar 2025 | $15.97 | $333,973 |
| Restricted Stock (RS) | Mar 2024 | 45,079 shares | Lapses over 2 years (50% first anniversary; 50% second) | N/A | Not disclosed |
| Stock Appreciation Rights (SARs) | Mar 2024 | 105,200 SARs | Not specifically disclosed for Gibber (SIP allows immediate, 2-year, or 4-year vest) | $13.31 (grant-day reference across 2024 awards) | Not disclosed |
| Initial RS grant (employment agreement) | Mar 2024 | 74,239 shares (value $1,000,000) | Vests entirely Jan 1, 2028 | N/A | $1,000,000 (agreement value) |
Accelerated vesting terms:
- RS: immediate vest on death/disability, termination without cause, resignation for good reason, change-in-control, or retirement (≥65, or ≥55 with ≥10 years service) .
- SARs: unvested SARs vest on termination without cause, resignation for good reason, retirement, and upon change-in-control; realized value depends on share price vs base .
Equity Ownership & Alignment
As of March 18, 2024 (beneficial ownership table):
| Category | Detail |
|---|---|
| Total beneficial Class A shares | 241,864 (incl. 3,281 in 401(k), 2,526 ESPP, 71,121 restricted, and SAR-related share equivalents) . |
| SARs outstanding/exercisable | 164,936 exercisable SARs counted in beneficial ownership (share-equivalent methodology; in the money only) . |
| Ownership % of Class A | <1% (denoted “*”) . |
| Shares pledged as collateral | None disclosed for Gibber (pledging disclosures pertain to other directors) . |
| Stock ownership guidelines | Not disclosed. |
Note: SAR share issuance occurs only if market value exceeds exercise/base price at exercise date; at Mar 18, 2024 price of $11.57, several SARs were out of the money .
Employment Terms
Key economics and protections (Mar 2024 agreement):
- Term: At-will; no specified end date .
- Severance: On termination without cause or for good reason, or for any reason within 12 months before/after a change-in-control: lump sum equal to 12 months of total compensation (current base + average prior two years cash bonuses), plus payout of unused vacation; subject to release of claims .
- One-Time Bonus: $2,500,000 payable Jan 31, 2032 if employed through Jun 1, 2029; accelerates upon certain corporate transactions or if termination after Jun 1, 2029 due to death/disability or within 12 months before/after a change-in-control .
- Equity: Initial RS grant $1,000,000 vesting Jan 1, 2028; annual RS grants of $600k (2024), $700k (2025), $800k (2026); SARs of $350k in 2024, and comparable in 2025/2026 if peers receive SARs .
- Restrictive covenants: Non-compete and confidentiality (scope/duration not disclosed) .
- Clawback: Company adopted incentive-based compensation clawback policy in Oct 2023 (restatement-triggered recoupment, Nasdaq Rule 5608) .
Performance & Track Record
- Role execution: Elevated to EVP/CLO in Mar 2024; oversight of Distribution and Network Relations since Jul 2021, central to retransmission/affiliate economics and network partnerships .
- Company outcome context: 2024 TSR $62 vs peer $106, net income $319M, Adjusted EBITDA $876M, evidencing EBITDA improvement against 2023 net loss and lower EBITDA, with continued TSR underperformance vs peer group .
Compensation Peer Group and Say‑on‑Pay
- Peer group (used for market context): AMC Networks, Gray Television, Cumulus Media, iHeartMedia, E.W. Scripps, Nexstar Media Group, Entravision, Tegna, Fox Corp., The New York Times Company .
- Target percentile: No formal percentile benchmarking; market data used alongside performance/responsibilities .
- Say‑on‑Pay approvals: 2023 ~97%; 2024 ~93%—board viewed results as endorsement of pay philosophy .
Risk Indicators & Red Flags
- Pledging/Hedging: No pledging disclosed for Gibber; pledging noted for a director (Friedman) .
- Clawback: Implemented in 2023, reducing restatement risk tolerance .
- Change‑of‑control economics: Single‑trigger severance applicable within 12 months before/after change‑of‑control (broader than double‑trigger norms), plus potential acceleration of the $2.5M One‑Time Bonus—investors should monitor transaction timing incentives .
- Related party transactions: Not disclosed specific to Gibber; company maintains related person transaction policy overseen by Audit Committee .
Deferred Compensation & Perquisites
| Year | Executive Contribution ($) | Company Contribution ($) | Earnings ($) | Withdrawals ($) | Ending Balance ($) |
|---|---|---|---|---|---|
| 2023 | $53,183 | $26,592 | $17,366 | $(54,732) | $168,931 |
| 2024 | $0 | $0 | $7,861 | $0 | $76,120 |
Perquisites were minimal: $75 in 2023; no perquisites disclosed in 2024 for Gibber (not a named executive officer in 2024) .
Investment Implications
- Retention/overhang: The $2.5M One‑Time Bonus (2029/2032) and sizeable RS tranches (including a cliff vest in 2028) reduce near‑term departure risk; cash bonus ramps in 2025/2026 add retention pull tied to distribution performance .
- Selling pressure windows: RS/SARs vesting creates potential Form 4 activity around March 2025/2026, and a significant RS cliff in Jan 2028; monitor insider transactions and 10b5‑1 plans near these dates .
- Alignment: Absence of pledging is positive; cash/equity mix moving toward multi‑year service‑based RS plus performance cash tied to distribution/AIP metrics suggests moderate alignment to shareholder outcomes; single‑trigger CIC severance is shareholder‑unfriendly relative to market norms .
- Signals: Adoption of AIP with potential stock price/relative TSR metrics introduces direct market‑linked incentives beginning 2025—watch committee goal calibration vs macro broadcast cycles and retrans pricing .