Justin L. Bray
SinclairAbout Justin L. Bray
Justin L. Bray is Senior Vice President and Treasurer of Sinclair, Inc. (SBGI), serving in this role since February 2022. He previously held roles as Vice President/Treasurer (2018–2022), Vice President/Corporate Controller (2014–2018), and Corporate Controller (2011–2014); before Sinclair he was a senior manager in PwC’s audit practice (2008–2011). Bray holds a BBA in Accounting and an MBA from Loyola University Maryland and is a CPA, with membership in the AICPA and Maryland Association of CPAs . During Bray’s tenure as Treasurer, company-level performance showed Adjusted EBITDA of $956M (2022), $557M (2023), and $876M (2024), with TSR rebounding in 2024 after declines in prior years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sinclair, Inc. | Senior Vice President / Treasurer | 2022–present | Corporate treasury leadership, capital markets coordination, and liquidity management; listed as capital markets contact in debt documents . |
| Sinclair, Inc. | Vice President / Treasurer | 2018–2022 | Advanced treasury operations and financing strategy . |
| Sinclair, Inc. | Vice President / Corporate Controller | 2014–2018 | Financial reporting and control leadership . |
| Sinclair, Inc. | Corporate Controller | 2011–2014 | Accounting leadership and internal controls . |
| PwC | Senior Manager (Audit) | 2008–2011 | Led audit engagements, relevant to public company reporting rigor . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Institute of CPAs (AICPA) | Member | Not disclosed | Professional standards and ethics engagement . |
| Maryland Association of CPAs | Member | Not disclosed | Regional professional network and standards . |
Fixed Compensation
- Bray is not a “named executive officer” (NEO) in the proxy; individual base salary, target bonus %, and actual bonus paid for Bray are not disclosed. Company cash bonus eligibility for 2024 covered only certain executives (CEO, Executive Chairman, COO/Local Media, Executive Vice Chairman), not Treasurer .
- The Annual Incentive Plan (AIP) adopted on Feb 25, 2025 enables the Compensation Committee to select participants and set cash targets tied to metrics such as unlevered FCF, stock price, and relative TSR; no awards were granted under the AIP for 2024 .
Performance Compensation
- Company-level cash bonus metrics emphasize Adjusted EBITDA attainment; quarterly bonuses earned pro rata at 92–100% of quarterly targets and annual bonuses at 100–108% of annual targets for selected executives in 2024 .
- Restricted stock awards under the Stock Incentive Plan (SIP) vest 50% on the first anniversary and 50% on the second anniversary of grant; SARs typically have 10-year terms and vest immediately or over 2–4 years per award .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA (Company-wide measure for selected execs in 2024) | Not disclosed | Quarterly/Annual targets set by Compensation Committee | Quarterly attainment ranged 91.90%–111.94%; annual recapture at ~100.36% | Bonuses paid per pro rata schedules to eligible execs | N/A for Bray (not in bonus cohort) |
Equity Ownership & Alignment
- Beneficial ownership: Bray filed multiple Form 4s in 2025 indicating restricted stock grants and tax-withholding dispositions; post-transaction holdings reported between ~39,267 and ~42,575 shares. Examples:
- 2025-02-28: Restricted stock grant of 18,252 shares; post-holdings 44,216
- 2025-03-02: Tax withholding of 2,262 shares at $14.52; post-holdings 41,954
- 2025-03-08: Tax withholding of 2,687 shares at $14.40; post-holdings 39,267
- Ownership as % of shares outstanding: Approx. 0.06% (39,267 ÷ 69,544,840 outstanding as of 03/17/2025) .
- Pledging: No disclosure of Bray pledging shares; the proxy notes a director with pledged shares, but no pledge disclosure for Bray .
- Stock ownership guidelines: Not disclosed for executives in proxy; no compliance status available for Bray .
| Item | Detail |
|---|---|
| Total Stake (recent post-transaction snapshot) | ~39,267–44,216 shares over 2/28–3/11/2025 filings |
| % of Outstanding Shares | ~0.06% (computed from 69,544,840 shares outstanding) |
| Vested vs Unvested | Not itemized; company RS awards vest 50% at 1-year and 50% at 2-year anniversaries |
| Pledging/Hedging | No pledging disclosed for Bray; hedging policy not detailed in proxy for executives |
Employment Terms
- Individual employment agreement terms, severance, and change-in-control economics for Bray are not disclosed (agreements are described for select NEOs only) .
- Equity award accelerations: Company RS awards vest upon death/disability, termination without cause, resignation for good reason, change-in-control, or eligible retirement; SARs similarly accelerate under specified conditions and at change-in-control .
- Clawback policy: Incentive-Based Compensation Clawback Policy in place for covered executives (recoupment upon accounting restatement) .
Company Performance Context (during Bray’s tenure)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| TSR ($ value of $100 initial) | $99.09 | $84.43 | $51.76 | $46.69 | $62.00 |
| Peer Group TSR ($ value of $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 |
Compensation Committee and Peer Group
- Compensation Committee: Independent directors Legg (Chair), Keith, Friedman; met 31 times in 2024 .
- Benchmark group (2024): AMC Networks, Cumulus Media, E.W. Scripps, Entravision, Fox, Gray Television, iHeartMedia, Nexstar, Tegna, New York Times Co. .
- Say-on-Pay: 93% approval in 2024 .
Insider Transactions (Form 4) – Bray
| Date | Type | Shares | Price | Post-Transaction Holdings |
|---|---|---|---|---|
| 2025-02-28 | Award/Grant (Restricted Stock) | 18,252 | Not applicable | 44,216 |
| 2025-03-02 | Tax Withholding (Disposition to cover taxes) | 2,262 | $14.52 | 41,954 |
| 2025-03-08 | Tax Withholding (Disposition to cover taxes) | 2,687 | $14.40 | 39,267 |
| 2023-06-05 | Tax Withholding (early vesting) | Not disclosed | Not disclosed | Not disclosed (disposition to issuer to satisfy taxes) |
Notes:
- RS grants under the SIP typically vest 50% at year 1 and 50% at year 2; grants around 2/28/2025 would be expected to vest in 2026 and 2027 per plan terms .
- Withholding transactions are not open-market sales and generally do not indicate directional sentiment; they reflect tax obligations on vesting .
Investment Implications
- Alignment: Bray’s equity stake is modest (~0.06% of shares outstanding), with recent activity dominated by RS grants and tax-withholding dispositions—neutral for selling pressure signals .
- Incentives: Bray’s individualized cash bonus disclosure is absent; 2024 cash incentive structures centered on Adjusted EBITDA for selected executives, not including Treasurer, which may reduce near-term pay-for-performance leverage at the individual level .
- Retention/Contract Risk: No specific employment agreement or severance details disclosed for Bray; equity award acceleration provisions provide some protection on separation or change-in-control, but lack of defined severance economics could imply moderate retention risk depending on market opportunities .
- Execution/Capital Markets: Bray appears active in financing and trustee communications (named as contact on debt indenture materials), consistent with treasury leadership supporting refinancing and liquidity—execution quality is supported by improved 2024 Adjusted EBITDA and net income recovery .
- Governance: Company-level clawback policy and independent compensation committee oversight are positives, while “Controlled Company” status concentrates voting power—investors should weigh governance dynamics when assessing incentive alignment .