Donald H. Thompson

About Donald H. Thompson

Donald H. Thompson is Executive Vice President and Chief Human Resources Officer (CHRO) at Sinclair, Inc. (Nasdaq: SBGI). He has served as CHRO since February 2020 and previously held HR leadership roles at Sinclair dating back to 1996; he is 58 years old per the latest proxy . Thompson holds a Bachelor of Psychology and a Certificate in Personnel and Industrial Relations (University of Maryland), an MS in Business/Human Resource & Behavioral Management and an MBA (Johns Hopkins University), and a Master of Arts in Biblical Studies (Colorado Christian University); he is a member of the Society for Human Resource Management . As CHRO, he presents compensation information and market evaluations to the Compensation Committee, materially influencing pay structure and performance alignment frameworks . Company performance context: 2024 CEO “pay versus performance” disclosure shows TSR of $62 (fixed $100 base) and Adjusted EBITDA of $876 million, reflecting the metrics environment for incentive design .

Past Roles

External Roles

Fixed Compensation

• Not disclosed for Thompson (he is not a named executive officer in SBGI’s Summary Compensation Table). Executive officers’ compensation program design emphasizes competitiveness, retention, and alignment with shareholder value through a mix of base salary, long-term equity, and cash incentives set by the Compensation Committee .

Performance Compensation

• Thompson influences incentive framework design via Compensation Committee presentations. Company-level incentives emphasize Adjusted EBITDA for quarterly/annual cash bonuses for selected executives, with pro-rata earn-in and “recapture” mechanics, and the Annual Incentive Plan (AIP) adopted in February 2025 enabling goals such as unlevered free cash flow, stock price, and relative TSR .

• Equity plan architecture (impacts alignment and retention): Restricted stock under the 2022 Stock Incentive Plan (SIP) generally vests over 2 years with accelerated vesting upon death, disability, termination without cause/for good reason, change-in-control, or qualifying retirement; SARs have 10-year terms with immediate or staged vesting and similar acceleration provisions .

Equity Ownership & Alignment

• Thompson’s beneficial share ownership is not disclosed in the proxy’s security ownership table, which reports directors and named executive officers only . Company-level alignment levers include time-based restricted stock with acceleration on specified events and stock-settled SARs; the Clawback Policy (adopted in Oct-2023) strengthens accountability for incentive pay .

Employment Terms

• Executive officers are appointed annually by the Board; specific employment agreement terms are disclosed for certain named executive officers, but not for Thompson –. Company policies include: Incentive-Based Compensation Clawback Policy (SEC/Nasdaq compliant) ; Corporate Governance Guidelines governing director responsibilities, committee structures, and succession planning –. Compensation Committee composition is independent (Legg, Keith, Friedman) and met 31 times in 2024, indicating active oversight of pay structures .

Compensation Committee Analysis

• Peer group used for benchmarking (context for compensation market data): AMC Networks, Cumulus Media, E.W. Scripps, Entravision, Fox Corp., Gray Television, iHeartMedia, Nexstar, Tegna, The New York Times . Thompson provides market evaluations and recommendations to the Committee, directly shaping compensation competitiveness and incentive calibration . Say-on-Pay support was strong: ~93% approval in 2024 and ~97% in 2023, reinforcing shareholder acceptance of pay practices .

Risk Indicators & Red Flags

• Clawback Policy in place (reduces misalignment risk) . No disclosure of hedging or pledging by Thompson; one director, Howard E. Friedman, reported pledged shares (not Thompson) . Company-level committee independence and active governance processes are disclosed –.

Investment Implications

• Thompson is a long-tenured HR leader integral to pay-for-performance calibration; his role presenting market and compensation analyses supports disciplined incentive design and retention programs, including the 2025 AIP and EBITDA-driven bonus constructs . Strong Say-on-Pay support and presence of an SEC/Nasdaq-compliant Clawback Policy reduce compensation-related governance risk . While Thompson’s individual compensation and ownership are not disclosed (as a non-NEO), company-wide equity and vesting structures, plus active Compensation Committee oversight, indicate balanced alignment and moderate retention risk for senior leadership under current frameworks – .