Jason R. Smith
SinclairAbout Jason R. Smith
Jason R. Smith (age 39) is Executive Vice Chairman of Sinclair, Inc. (SBGI). He was appointed in May 2024 and previously led New Media Enterprise (Mar 2022–May 2024), served as Chief of Staff (Sep 2020–Mar 2022), and worked in Business Development/M&A (May 2008–Sep 2014), helping execute $3.2B of core station acquisitions. He holds a finance degree from Loyola College of Maryland and has extensive digital ventures and investment committee experience (NewsON, Pioneer Square Labs, Venture Reality Fund, Sapphire Sport I & II) . Company performance in 2024 included net income of $319M, Adjusted EBITDA of $876M, and a one-year TSR of $62 on a fixed $100 investment versus peer group $106; annual targeted Adjusted EBITDA of $835.8M was achieved at 100.36% (basis for incentive payouts) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sinclair, Inc. | Executive Vice Chairman | May 2024–present | Executive council member; corporate strategy, digital transformation, investments |
| Sinclair, Inc. | Head of New Media Enterprise | Mar 2022–May 2024 | Led new media growth initiatives |
| Sinclair, Inc. | Chief of Staff | Sep 2020–Mar 2022 | Coordinated executive operations and priorities |
| Sinclair, Inc. | Business Development – M&A | May 2008–Sep 2014 | Key role in $3.2B core station acquisitions |
| Sinclair Digital Ventures | Senior Director | 2014–2022 | Digital acquisitions, co-investing, strategic partnerships |
| Keyser Capital LLC (Sinclair Ventures) | Business Analyst | c. 2008 | Early-career analytical role in PE division |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| NewsON | Venture investment board/committee | Various | Local news aggregation platform |
| Pioneer Square Labs | Venture investment board/committee | Various | Startup studio advisory role |
| Venture Reality Fund | Venture investment board/committee | Various | XR/VR/AR investment oversight |
| Sapphire Sport Fund I & II | Investment committee | Various | Sports/consumer tech investing |
| Sinclair Ventures, LLC | Board position | Current | Corporate venture arm governance |
Fixed Compensation
| Metric | 2024 | 2025 (set) |
|---|---|---|
| Base Salary ($) | $850,000 | $850,000 |
| 401(k) Company Contribution ($) | $13,800 | n/a disclosed |
| Perquisites | Minimal; primarily tickets/business entertainment (policy) | n/a disclosed |
Performance Compensation
Cash Incentives – Structure and Outcomes (Adjusted EBITDA-based)
| Period | Targeted Adjusted EBITDA ($M) | % Achieved | Jason R. Smith Payout ($) |
|---|---|---|---|
| Q1 2024 | 130.1 | 97.67% | 70,000 |
| Q2 2024 | 131.4 | 111.94% | 100,000 |
| Q3 2024 | 221.6 | 108.19% | 100,000 |
| Q4 2024 | 352.7 | 91.90% | — |
| Recapture (FY target met) | 835.8 | 100.36% | 130,000 |
| FY 2024 Annual Bonus | 835.8 | 100.36% | — |
- 2024 total non‑equity incentive plan compensation for Jason: $400,000 (sum of quarterly plus recapture) .
- 2025 maximum annual bonus potential: $900,000, consisting of quarterly Adjusted EBITDA bonus/recapture plus eligibility under the new Annual Incentive Plan (AIP) .
Equity Awards – Grants and Vesting
| Grant Date | Instrument | Shares/Units | Exercise/Base | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| Mar 8, 2024 | Restricted Stock (Class A) | 37,566 | n/a | 470,702 | 50% on 3/8/2025; 50% on 3/8/2026 |
| Mar 8, 2024 | Stock-Settled SARs | 500,000 | $13.31 | 1,991,442 | 250,000 on 3/8/2025; 250,000 on 3/8/2026 |
| Mar 2025 | Restricted Stock (Class A) | 159,607 | n/a | n/a | Company policy: 50% at first anniversary; 50% at second anniversary (expected Mar 2026/Mar 2027) |
Equity Ownership & Alignment
| Category | Value |
|---|---|
| Total beneficial ownership (Class A) | 230,245 shares |
| Components disclosed | 3,314 shares in 401(k); 190,918 restricted Class A shares; 36,013 shares issuable upon SARs exercise within 60 days |
| Shares outstanding (Mar 17, 2025) | 69,544,840 (45,769,784 Class A; 23,775,056 Class B) |
| Ownership as % of shares outstanding | ~0.33% (230,245 ÷ 69,544,840; based on cited figures) |
| Options/SARs – status at 12/31/2024 | 500,000 SARs unexercisable (vest 2025/2026); RS unvested 37,566 |
| Pledging (red flag) | No pledging disclosure for Jason; by contrast, Director Howard E. Friedman pledged 59,601 shares |
Employment Terms
| Item | Detail |
|---|---|
| Employment agreement | None (no contract with Jason R. Smith) |
| Incentive plans | Eligible for Adjusted EBITDA quarterly bonus/recapture; AIP participation from 2025 |
| Severance/change‑of‑control economics (as of 12/31/2024) | Termination without cause/for good reason: SARs vest value $1,415,000; RS vest value $606,315; total $2,021,315. Change‑in‑control: SARs vest value $1,415,000; RS vest value $606,315; total $2,021,315. Death/disability: RS vest value $606,315 |
| Clawback policy | Incentive‑based compensation subject to recoupment upon accounting restatement due to material noncompliance |
| Deferred compensation | Aggregate balance $76,120; 2024 earnings $7,861 |
Vesting Schedules and Insider Selling Pressure
| Instrument | Key Dates | Amounts |
|---|---|---|
| RS (2024 grant) | 3/8/2025; 3/8/2026 | 18,783; 18,783 shares vest respectively |
| SARs (2024 grant) | 3/8/2025; 3/8/2026 | 250,000; 250,000 SARs vest respectively (base $13.31) |
| RS (2025 grant) | ~Mar 2026; ~Mar 2027 | 79,804; 79,803 shares expected to vest (two‑year, 50/50 cadence) |
- Upcoming vesting clusters in March 2025/2026/2027 elevate potential liquidity events; SARs with low base ($13.31) are in‑the‑money relative to 12/31/2024 price ($16.14), increasing exercise/settlement likelihood near vest dates .
Compensation Structure Analysis
- Mix: In 2024, compensation combined fixed salary ($850k) with performance cash ($400k) and substantial equity (RS $470,702; SARs $1,991,442), indicating high at‑risk/long‑term alignment tied largely to Adjusted EBITDA outcomes and share price appreciation .
- Equity instrument design: Company has shifted away from options (none since 2016), preferring RS and SARs; Jason’s SARs vest over two years with change‑in‑control acceleration, aligning with shareholder value creation but introducing event‑driven payout sensitivity .
- 2025 framework: Introduction of AIP formalizes cash incentives; Jason’s max bonus potential rises to $900k, still anchored to Adjusted EBITDA, plus AIP criteria (e.g., FCF, stock price/TSR) as set by the Committee .
Performance & Track Record
- M&A/value creation: Key contributor to $3.2B in core station acquisitions (2008–2014); ongoing roles in digital investments and corporate strategy .
- 2024 performance context: Company delivered $876M Adjusted EBITDA and $319M net income; TSR was $62 vs peer group $106.24 on a fixed $100 basis, underscoring internal financial improvement but lagging market returns in 2024 .
Compensation Peer Group (for benchmarking context)
- 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
- 2024 say‑on‑pay approval ~93%; Board cited as endorsement of pay‑for‑performance framework .
Investment Implications
- Alignment: High equity component (RS/SARs) and Adjusted EBITDA‑based cash bonuses foster strong pay‑performance linkage; change‑in‑control acceleration is standard but watch event‑driven payout risk .
- Retention risk: Absence of an employment agreement for Jason reduces contractual severance exposure but may increase mobility risk; AIP and multi‑year vesting cadence provide retention hooks through 2027 .
- Trading signals: March‑clustered vesting of in‑the‑money SARs and RS grants (2025–2027) could create predictable windows for Form 4 activity; monitor filings around vest dates for potential selling pressure and tax‑driven sales .
- Governance/Red flags: No pledging disclosed for Jason (contrast: a director pledged shares); clawback policy exists; no option repricing; strong say‑on‑pay support—all supportive of governance quality .