J. Duncan Smith

About J. Duncan Smith

Age 71; Vice President, Secretary, and Director of Sinclair, Inc. since 1986. Prior to joining Sinclair, he built and operated TV stations WPMY (Pittsburgh), WTTE (Columbus), WIIB (Bloomington), and WTTA (Tampa/St. Petersburg), and worked at Comark Communications, a manufacturer of high‑power UHF TV transmitters . The Board cites his more than 40 years of industry experience and “cybersecurity experience” as qualifications for continued service .

Company performance context (investor relevance):

• Pay‑versus‑performance data show TSR and Adjusted EBITDA trends over 2020–2024; CAP disclosures indicate incentive alignment at the company level even though Duncan is not a named executive officer .

Past Roles

External Roles

Fixed Compensation

• Not a named executive officer (NEO); the proxy does not disclose Duncan’s officer cash/equity compensation in the Summary Compensation Table .
• As an employee‑director, he does not receive additional director fees; non‑employee director cash/equity schedules exclude J. Duncan Smith .

Performance Compensation

• Not listed among executives eligible for 2024 or 2025 performance‑based cash bonuses (quarterly/annual Adjusted EBITDA constructs applied to David D. Smith, C.S. Ripley, R.D. Weisbord, J.R. Smith; Rutishauser varied by year) .
• Company adopted an Annual Incentive Plan (cash‑based) on Feb 25, 2025; participants designated at Compensation Committee discretion; no awards granted for FY2024 under the AIP .

Example structure (company level, not including Duncan):

Equity Ownership & Alignment

• Total beneficial ownership (as of record dates):
  • 2025: 6,538,740 Class B (27.5% of Class B); 6,581,063 Class A (12.6% of Class A); 23.1% of total voting power (Class B has 10 votes per share) .
  • 2024: 6,538,740 Class B (27.5% of Class B); 6,579,064 Class A (13.5% of Class A); 23.4% of total voting power .

Breakdown details (2025):

• Includes 1,232,054 Class B held in irrevocable trusts; 22,580 Class A in custodial accounts for family; 185 Class A directly; 19,558 Class A in 401(k) Plan .
• By stockholders’ agreement among the Smith brothers, they vote for each other as director candidates through Dec 31, 2025, constituting “Controlling Stockholders” with 81.0% total voting power (collective) as of Mar 17, 2025 .
• No pledged shares are disclosed for J. Duncan Smith in the ownership table (pledging noted for a different director), a positive alignment signal on collateral risk .

Stock ownership guidelines/compliance: Not disclosed for Duncan specifically in the proxy; the company references general plans (401(k), ESPP) and director equity grants for non‑employee directors .

Employment Terms

• No employment agreement for Duncan disclosed in the Employment Agreements section; agreements are detailed for C.S. Ripley (amended Aug 2024, severance/$3.5mm CIC term), L.A. Rutishauser, and R.D. Weisbord (longevity bonuses and CIC treatment), among others .
• Company incentive clawback policy adopted Oct 2023 pursuant to Dodd‑Frank/Nasdaq Rule 5608; applies to “covered executives, including our named executive officers” . The 2025 proxy reiterates its existence (covered executives language maintained) .

Non‑compete/solicit: Not disclosed for Duncan; present for certain executives via contract summaries (Ripley, Rutishauser, Weisbord) .

Board Governance

• Board service: Director since 1986; serves concurrently as Vice President and Secretary (dual role) .
• Committee roles:
  • Cybersecurity Committee Chair (no additional annual fee); members include Duncan Smith, Daniel C. Keith, and Laurie R. Beyer .
• Attendance: The Board held eight meetings in 2024; all directors attended at least 75% of Board and committee meetings; annual meeting attendance policy reaffirmed . In 2023, eight meetings; at least 75% attendance threshold met .
• Controlled Company: Board formally determined Sinclair is a “Controlled Company” under Nasdaq rules (Smith brothers >50% voting power and stockholders’ agreement); not required to have a majority independent board or independent committees for compensation/nominations, though Compensation Committee is comprised of independent directors .
• Board leadership and independence:
  • David D. Smith serves as Chairman and Executive Chairman; no lead independent director; independent presiding director used for special committees .
  • Duncan is not independent (executive officer) .

Director Compensation

• Employee‑directors (including J. Duncan Smith) do not receive additional board fees; non‑employee director cash and annual unrestricted stock grants are detailed separately (e.g., 18,943 shares at $12.19 on June 11, 2024 for 2024 term) . The 2023 non‑employee director grants were 13,416 shares at $17.19 on May 18, 2023 .

Compensation Structure Analysis (Company context)

• Year‑over‑year changes show reductions in base salaries for certain NEOs into 2024 and a reconfiguration of cash bonus mechanics (e.g., AIP adopted in 2025), but Duncan is not a NEO nor a listed AIP participant .
• Equity mix: Continued use of restricted stock and SARs; no option grants since 2016; SARs have 10‑year terms; restricted stock typically vests 50%/50% over two years; CIC and retirement accelerations specified in plan documents .

Say‑on‑Pay & Shareholder Feedback

Compensation Peer Group (used for market context; not direct benchmarking to set Duncan’s pay):

• AMC Networks; Cumulus Media; E.W. Scripps; Entravision; Fox Corp.; Gray Television; iHeartMedia; Nexstar; Tegna; The New York Times Company .

Risk Indicators & Red Flags

• Dual roles and controlled company structure can pose independence concerns; absence of lead independent director noted .
• Estate planning amendment sought in 2025 to expand “Permitted Transferees” for Class B shares (including certain 501(c)(3)/(c)(4) organizations with specified control/affiliation criteria), underscoring ongoing control/voting structure considerations; controlling stockholders intend to vote in favor .
• No pledging disclosure for Duncan; pledging is explicitly noted for another director (Friedman), suggesting pledging is monitored in ownership tables .

Investment Implications

• Alignment: Very high personal ownership and voting power (23% voting power solo; collective 81%) align Duncan’s incentives with control preservation and long‑term value creation in broadcast assets, but minority investor governance rights are structurally limited under Nasdaq’s Controlled Company allowances .
• Compensation signal: Duncan’s absence from disclosed performance cash bonus programs limits visibility into his pay‑for‑performance linkage; analyst focus should remain on company‑level AIP metrics (Adjusted EBITDA, TSR) and capital allocation outcomes rather than individual comp signals for Duncan .
• Trading/pressure: No evidence of share pledging by Duncan; vesting accelerations for equity under change‑in‑control/retirement apply generically in plans—monitor any future estate‑planning transfers under the 2025 amendment and any Form 4 activity for potential selling or re‑titling .
• Governance: Cybersecurity oversight chaired by a non‑independent executive director (Duncan), with Board asserting quarterly CISO briefings; positive for operational risk management, but independence optics should be weighed for institutional governance assessments .