David R. Bochenek
SinclairAbout David R. Bochenek
David R. Bochenek, age 62, is Senior Vice President and Chief Accounting Officer (CAO) of Sinclair, Inc. (SBGI). He has served as CAO since November 2002, and as SVP/CAO since December 2013, with prior service as VP/CAO from May 2005; he joined Sinclair in March 2000 as Corporate Controller. Bochenek holds a BBA in Accounting and an MS in Finance from Loyola University Maryland and is a Certified Public Accountant. As CAO, he regularly signs SBGI’s SEC filings as Authorized Officer, evidencing continuing control over financial reporting and disclosure (e.g., 10-Qs and multiple 8-Ks in 2023–2025). Company-level performance context during recent years is shown below.
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – Value of $100 Investment | $92.94 | $93.35 | $65.05 | $119.01 | $106.24 |
| Company TSR – Value of $100 Investment | $99.09 | $84.43 | $51.76 | $46.69 | $62.00 |
| Net Income (Loss) ($MM) | $(2,429) | $(326) | $2,701 | $(279) | $319 |
| Adjusted EBITDA ($MM) | $2,165 | $793 | $956 | $557 | $876 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sinclair, Inc. | Corporate Controller → Chief Accounting Officer (CAO) → VP/CAO → SVP/CAO → SVP/CAO (current) | 2000–present | Led accounting, reporting, and control environment; Authorized signer on SEC filings |
| Prime Retail, Inc. | Vice President, Corporate Controller | 1993–2000 | Corporate controls and reporting for retail REIT operator |
| MNC Financial, Inc. | Assistant Vice President | 1990–1993 | Finance roles in banking/financial services |
| Ernst & Young LLP | Audit Department positions | Pre-1990 | External audit training; core technical foundation |
External Roles
No external public-company directorships or outside board roles are disclosed for Bochenek in company filings.
Fixed Compensation
- Bochenek is not a named executive officer (NEO) in the 2025 proxy; specific base salary, bonus, and equity grant disclosures for him are not provided in the Summary Compensation Table.
Performance Compensation
- No Bochenek-specific incentive metrics, targets, actuals, or payouts are disclosed. Company-wide plans for executives include Adjusted EBITDA-linked quarterly/annual cash bonuses and an Annual Incentive Plan adopted Feb 25, 2025; however, NEO eligibility is specified and Bochenek’s participation is not disclosed.
Equity Ownership & Alignment
- The beneficial ownership table lists directors and NEOs; Bochenek is not included, and his individual ownership is not disclosed there.
- Delinquent Section 16(a) reports: the proxy identifies late filers among certain officers/directors, but Bochenek is not named among exceptions.
- Pledging: one director (Howard E. Friedman) is disclosed as having 59,601 shares pledged; no pledging disclosure for Bochenek.
Employment Terms
- No Bochenek-specific employment agreement, severance, or change-of-control terms are disclosed in the proxy or 8-Ks reviewed.
- Plan-level terms relevant to executives:
- Restricted stock under the 2022 Stock Incentive Plan typically vests 50% at year one and 50% at year two; unvested shares accelerate upon death, disability, involuntary termination without cause, good reason resignation, change in control, or retirement after age 65 (or age 55 with ≥10 years of service).
- Stock-settled SARs have 10-year terms; vesting schedules vary (immediate, two-year, or four-year), with acceleration upon certain separations or change in control.
- Clawback policy provides recoupment of erroneously paid incentive-based compensation for covered executives, including NEOs.
Compensation Structure vs Performance Metrics
- Executive incentives for NEOs emphasize Adjusted EBITDA with pro rata quarterly thresholds (92%–100% of targets), recapture mechanics, and annual targets (100%–108%), aligning payouts with operating cash generation. While this approach indicates performance linkage at the top tier, Bochenek’s individual metrics/payouts are not disclosed.
- Peer benchmarking uses a media peer set (e.g., Nexstar, Tegna, Gray, Fox) and salary survey inputs; the committee did not set target percentiles, instead using market data with discretion.
Vesting Schedules and Insider Selling Pressure
- Bochenek’s individual vesting schedules and Form 4 trading activity are not disclosed in the materials reviewed; company plan terms are summarized above.
Stock Ownership Guidelines and Compliance
- No explicit executive stock ownership guidelines or Bochenek compliance status are disclosed in the proxy sections reviewed. (no guideline detail found)
Employment Contracts, Severance, and Change-of-Control Economics
- Bochenek’s contract terms are not disclosed. Other executives’ agreements (e.g., CEO, CFO, CLO) include lump-sum severance, accelerated equity vesting, and longevity bonuses, indicating the company’s general contractual framework; applicability to Bochenek is not stated.
Track Record, Value Creation, and Execution Risk
- Governance and controls: Bochenek signs periodic reports and 8-Ks across 2023–2025, indicating sustained accountability for disclosure controls and financial reporting integrity.
- Compensation governance: Compensation Committee (independent directors) met 31 times in 2024, underscoring active oversight; strong 2024 Say-on-Pay support (~93%) suggests shareholder acceptance of the pay framework for NEOs.
- Company performance improved in 2024 versus 2023 on Net Income and Adjusted EBITDA; TSR recovered vs 2023 but remained below the 2020 baseline, framing operating recovery with ongoing equity volatility.
Compensation Committee Analysis
- Committee members: Benson E. Legg (Chair), Howard E. Friedman, Daniel C. Keith; all independent. The committee administers equity plans, reviews pay-for-performance, and prepares CD&A; it met 31 times in 2024. External surveys inform pay, but firms were not formally engaged as consultants.
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval was ~93%, and the company is holding annual advisory votes on executive compensation.
Expertise & Qualifications
- Bochenek’s credentials: CPA; BBA in Accounting and MS in Finance (Loyola University Maryland); deep tenure in corporate accounting, controls, and SEC reporting.
Investment Implications
- Alignment signals: As CAO and Authorized Officer, Bochenek’s tenure and repeated SEC signatory role indicate continuity and discipline in financial reporting—supportive for governance-sensitive investors. Specific pay and ownership data for him are not disclosed, limiting direct assessment of his personal incentive alignment.
- Company-wide incentive design prioritizes Adjusted EBITDA and includes robust acceleration/clawback mechanics, which can strengthen control and performance focus at senior levels; however, without Bochenek-specific disclosures, retention risk and selling pressure cannot be quantified.
- Governance context (Controlled Company, active committee oversight, strong Say-on-Pay) mitigates some compensation red flags, but the absence of executive-specific ownership/compensation detail for non-NEOs like the CAO reduces transparency for alignment analysis.