Jeffrey E. Lewis
SinclairAbout Jeffrey E. Lewis
Jeffrey E. Lewis, 68, serves as Vice President and Chief Compliance Officer (CCO) of Sinclair, Inc. (SBGI) since January 2021. He previously held senior compliance and legal roles at AT&T and Pinnacle Propane, and earlier served as an SEC enforcement attorney and Assistant District Attorney in Manhattan; he holds a J.D. from Rutgers and an LL.M. in Corporations Law from NYU and is admitted in Illinois and New York . Company performance under his tenure (2021–2024) shows TSR recovery versus peers and improved operating metrics in 2024: TSR $62 vs Peer Group $106 (value of $100 invested), net income $319M and Adjusted EBITDA $876M in 2024 (see table) .
Company Performance (context for pay-for-performance)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR ($ value of $100 investment) | $99.09 | $84.43 | $51.76 | $46.69 | $62.00 |
| Peer Group TSR ($) | $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 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pinnacle Propane, LLC | General Counsel & Chief Compliance Officer | Jul 2018–Jan 2021 | Led legal and compliance functions in energy distribution |
| AT&T | SVP–Compliance & Chief Accessibility Officer | Apr 2015–Oct 2017 | Oversaw enterprise compliance; accessibility strategy |
| AT&T | VP–Legal / Associate General Counsel and senior legal roles | Feb 2002–Apr 2015 | Senior counsel across corporate/technology law |
| SEC | Enforcement Attorney | — | Federal securities enforcement experience |
| Chicago Stock Exchange | Senior Vice President & Assistant Secretary | — | Market/regulatory operations expertise |
| Manhattan District Attorney’s Office | Assistant District Attorney | — | Prosecutorial background |
| Private Practice | Corporate/Technology Attorney | — | Corporate and tech law specialization |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Suicide Crises Center of North Texas | Vice-Chair, Governing Board | Oct 2017–Jul 2018 | Governance for crisis services |
| Society of St. Vincent de Paul – National Foundation | Board & Investment Committee Member | Oct 2017–Jul 2018 | Oversight of investments/mission |
| Dallas Historical Society | Board of Trustees | Oct 2017–Jul 2018 | Community/civic engagement |
Fixed Compensation
- Not disclosed in the 2025 proxy for the CCO; the Compensation Discussion and Analysis focuses on named executive officers (NEOs) only .
- Company practice: executives receive base salary, time-based restricted stock, SARs, and selective cash bonuses; restricted stock under the 2022 Stock Incentive Plan typically vests over two years, with acceleration upon death/disability, termination without cause/for good reason, change-in-control, or eligible retirement .
Performance Compensation
- Company-wide cash incentives emphasize Adjusted EBITDA targets (quarterly and annual), primarily for specific NEOs; no role-specific bonus framework for the CCO is disclosed .
- Relevant equity award to Jeffrey E. Lewis (Form 4): 10,340 restricted shares granted on 02/28/2025; vest 50% on 02/28/2026 and 50% on 02/28/2027; 3,882 shares withheld to cover taxes (Code F) at $13.87; post-transaction direct holdings 21,958 shares .
2025 Equity Grant Detail (Jeffrey E. Lewis)
| Metric | Grant | Vesting | Tax Withholding | Post-Grant Holdings |
|---|---|---|---|---|
| Class A RS (shares) | 10,340 (Code A) | 50% on 02/28/2026; 50% on 02/28/2027 | 3,882 shares at $13.87 (Code F) | 21,958 direct shares |
Equity Ownership & Alignment
| Component | Shares | Notes |
|---|---|---|
| Direct Class A Common Stock (post 02/28/2025 transactions) | 21,958 | After grant and tax withholding |
| 401(k) unitized stock fund | 1,848.226584 | Retirement plan holdings |
| ESPP | 2,038.16 | Employee Stock Purchase Plan |
| 2025 RS grant (unvested) | 10,340 | Time-based vesting; not performance-based |
- Ownership concentration is small versus 69,544,840 total shares outstanding as of March 17, 2025 (Class A 45,769,784; Class B 23,775,056) .
- No pledging disclosed for Jeffrey E. Lewis; pledging noted elsewhere (e.g., director Howard E. Friedman) indicates company allows pledging, but no such disclosure for Lewis .
Employment Terms
| Item | Disclosure |
|---|---|
| Start date in role | Chief Compliance Officer since January 2021 |
| Contract term/auto-renewal | Not disclosed for CCO in proxy |
| Non-compete / non-solicit | Not disclosed for CCO; such covenants are described in certain NEO agreements |
| Change-in-control | Company plans accelerate equity vesting under specified events; applies to executives broadly under SIP/Predecessor LTIP |
| Clawback | Incentive-Based Compensation Clawback Policy exists company-wide |
| Role scope | Reports to CEO; provides updates to Regulatory and Audit Committees; oversaw compliance with FCC Consent Decree until expiration (May 29, 2024), audits, training (FCPA, sanctions, ethics), and ERM program |
Additional Signals and History
- Insider transactions: Small open-market sales in 2023 (e.g., 360 shares at $16.971; post-transaction 2,400 shares plus ESPP) . 2025 equity award and tax withholding indicate standard compensation grant mechanics rather than selling pressure .
- Compensation peer group used for benchmarking includes AMC Networks, Gray Television, Cumulus, iHeartMedia, E.W. Scripps, Nexstar, Tegna, Fox, and The New York Times Co. (no percentile targeting) .
- Say-on-pay support: ~93% approval in 2024, signaling shareholder acceptance of compensation practices .
Investment Implications
- Alignment: Lewis’ equity awards are time-based RS with multi-year vesting and modest direct holdings; limited insider selling history suggests low immediate selling pressure from the CCO .
- Retention risk: Standard acceleration provisions and company clawback exist, but no disclosed employment agreement; tenure since 2021 and ongoing committee engagement reduce near-term transition risk .
- Governance/compliance execution: His role was central to winding down the FCC Consent Decree, expanding training and ERM—supportive for regulatory risk mitigation and operational resilience .
- Pay-for-performance context: Company’s incentive framework is EBITDA-centric for NEOs; CCO compensation not performance-weighted per disclosure, implying lower direct linkage to financial KPIs but strong oversight responsibilities .
- Trading signals: Recent award and tax withholding transactions are routine; absence of large discretionary sales indicates neutral insider signal from the CCO specifically .