Frederick G. Smith
SinclairAbout Frederick G. Smith
Dr. Frederick G. Smith (age 75) is Vice President of Sinclair, Inc. and has served on the Board since 1986; he joined Sinclair as an executive in 1990 after a career as an oral and maxillofacial surgeon and sole officer/director/stockholder of Frederick G. Smith, M.S., D.D.S., P.A. . He chairs the Board’s Regulatory Committee, overseeing FCC and DOJ-related compliance, and is one of four controlling stockholders with a stockholders’ agreement to cross-vote each other’s board elections through December 31, 2025, contributing to the company’s “Controlled Company” status on Nasdaq . Recent company performance relevant to executive pay signals: TSR value-of-$100 investment rose to 62.00 in 2024 (peer group 106.24), net income was $319 million and Adjusted EBITDA $876 million; prior years show mixed performance including 2023 net loss (-$279 million) and EBITDA $557 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Frederick G. Smith, M.S., D.D.S., P.A. | Sole officer, director, stockholder; oral & maxillofacial surgeon | Pre-1990 | Clinical leadership prior to joining Sinclair |
| Sinclair, Inc. | Director | Since 1986 | Founding-family governance influence; controlled company voting agreement |
| Sinclair, Inc. | Vice President | Since 1990 | Executive role; chair of Regulatory Committee (compliance oversight) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Freven Foundation | Director/Trustee | Not disclosed | Nonprofit governance |
| Gerstell Academy | Director/Trustee; Partner of Gerstell Development, LP | Not disclosed | Family-affiliated entities |
| University of Maryland at Baltimore Foundation | Director/Trustee | Not disclosed | Academic foundation board |
| Cunningham Communications Inc. | Director | Not disclosed | Family-controlled company |
| Keyser Investment Group, Inc. | Director | Not disclosed | Family-controlled company |
| Beaver Dam, LLC | Partner | Not disclosed | Controlled with J. Duncan and Robert E. Smith |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | Not disclosed | Aggregate only provided |
| Actual Bonus | Not disclosed | Aggregate only provided |
| Total Cash Compensation | $1,000,000 | Salary + bonus for 2024 |
- Director compensation: As an executive officer, Dr. Smith does not receive additional fees or equity for board service beyond executive compensation .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| None disclosed for Dr. Smith in 2024–2025 proxies | — | — | — | — | Dr. Smith is not listed among participants in 2024 performance-based cash bonus programs or the 2025 Annual Incentive Plan enumerations |
Program context (company-wide, applicable to named executives):
- Restricted stock under the 2022 Stock Incentive Plan vests 50% at year 1 and 50% at year 2; accelerated vesting on death/disability, termination without cause, good reason, change of control, or retirement after age 65 (or 55 with ≥10 years service) .
- Stock-settled SARs typically have 10-year terms and vest immediately or over two/four years; accelerated on similar triggers .
Equity Ownership & Alignment
| Metric | As of Mar 18, 2024 | As of Mar 17, 2025 |
|---|---|---|
| Class B shares (10 votes/share) | 3,000,000 | 3,000,000 |
| Class A shares (beneficially owned) | 3,503,393 | 3,504,712 |
| Class A detail (trusts, direct, 401k) | 300,000 (irrevocable trusts); 189,000 direct; 14,393 in 401(k) | 300,000 (irrevocable trusts); 189,000 direct; 15,712 in 401(k) |
| Percent of Class A beneficial ownership | 7.7% | 7.2% |
| Percent of total voting power | 10.9% | 10.8% |
| Pledging disclosed | None indicated for Dr. Smith | None indicated for Dr. Smith |
Alignment and risk:
- Class B convertible into Class A at any time, preserving voting influence while enabling liquidity if converted .
- Company insider trading policy permits margin loans and pledging by directors/executives but prohibits hedging instruments—allowance of pledging is a potential alignment risk if widely used (no pledging noted for Dr. Smith) .
- Controlled stockholder charter amendment (2025) expands “Permitted Transferees” to certain 501(c)(3)/(c)(4) organizations affiliated/controlled by the Smiths, facilitating estate planning while maintaining voting control in Class B—governance implication for control continuity .
Employment Terms
- Employment agreement details for Dr. Smith are not disclosed; his aggregate executive compensation is approved by the independent Compensation Committee .
- Company-wide clawback policy adopted in October 2023 for incentive-based compensation in the event of restatements (applies to covered executives) .
Board Governance
- Board service: Director since 1986; Vice President; Regulatory Committee Chair. Regulatory Committee met four times in 2024 (two joint meetings with Audit), overseeing FCC consent decree compliance, DOJ final judgment compliance, and broader compliance programs .
- Committee memberships and independence: Smith brothers (including Dr. Smith) are executive directors in a Controlled Company; independent directors include Keith, Legg, Friedman, Carson, Beyer. No Lead Independent Director; Executive Chairman and CEO roles are separated .
- Board attendance: In 2024, the Board held eight meetings; all directors attended at least 75% of Board and committee meetings; most attended the annual meeting in person .
Director Compensation
- As an executive officer, Dr. Smith receives no additional director fees or annual equity retainer; non-employee directors received ~$230,820 in stock awards and committee/meeting fees in 2024 (Dr. Smith excluded) .
Compensation Committee Analysis
- Compensation Committee comprises independent directors (Legg—Chair, Keith, Friedman); met 31 times in 2024 and 19 times in 2023 .
- Peer group used for benchmarking includes: AMC Networks, Cumulus Media, E.W. Scripps, Entravision, Fox Corp., Gray Television, iHeartMedia, Nexstar, Tegna, The New York Times Company .
Say-on-Pay & Shareholder Feedback
- Non-binding advisory say-on-pay approval: ~93% approval in 2024; ~97% approval in 2023 (annual votes) .
Performance & Track Record
Company pay-versus-performance metrics (value of $100 investment, net income, Adjusted EBITDA) for context:
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR ($100 →) | 99.09 | 84.43 | 51.76 | 46.69 | 62.00 |
| Peer Group TSR ($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 |
Related Party Transactions
- Family control and cross-appointments: Smith brothers are controlling stockholders (81.0% total voting power as of March 17, 2025) with a voting agreement through 2025; they also serve as directors/officers across family-controlled entities (Cunningham Communications, Keyser Investment Group, Gerstell Development; Beaver Dam, LLC controlled by Dr. Frederick G. Smith with J. Duncan and Robert E. Smith) .
- Related person transaction policy requires Audit Committee review and approval of transactions over $120,000 with related persons, assessing independence impact and market terms .
Equity Ownership & Alignment (Detail)
- Dr. Smith’s beneficial ownership consolidates trusts and direct holdings. Class B shares confer 10x voting versus Class A; holders may convert Class B to Class A at any time . No SARs/options or restricted stock positions for Dr. Smith are disclosed in the outstanding awards tables (which cover named executive officers only) .
Employment Terms (Company-Wide Signals)
- Incentive-Based Compensation Clawback Policy (October 2023) aligned with Dodd-Frank and Nasdaq Rule 5608 .
- Anti-hedging and pledging: Hedging prohibited; margin loans and pledging permitted—monitor for collateral risk and potential forced selling in volatility .
Investment Implications
- Alignment: Dr. Smith’s large Class B stake (12.6% of Class B; ~10.8% total voting power) and family voting agreement underpin control continuity; absence of disclosed performance-based bonuses for Dr. Smith suggests his 2024 pay was predominantly fixed cash (salary + bonus total $1.0 million) and not explicitly tied to company KPIs like Adjusted EBITDA, unlike named executives .
- Governance and control: Controlled Company structure (no lead independent director; family committee leadership of Regulatory) plus 2025 charter amendment expanding “Permitted Transferees” to certain affiliated charities indicates long-horizon control planning—supportive of strategic consistency but a potential overhang for minority influence and takeover optionality .
- Trading/pledging: No pledging disclosed for Dr. Smith; policy permits pledging generally—monitor future Form 4s and proxy footnotes for any pledging that could introduce selling pressure in stress scenarios .
- Pay and performance backdrop: Strong say-on-pay support (93%/97%) and resumed profitability in 2024 (net income $319mm; Adjusted EBITDA $876mm) provide constructive signals; TSR lagged peer group in recent years, which may temper market confidence until sustained execution improves returns .
Key flags to watch: controlled company dynamics and related-party ecosystem; any new pledging or large conversions of Class B to A; revisions to incentive frameworks that could dilute pay-for-performance rigor; regulatory developments overseen by the Regulatory Committee.