Laurie R. Beyer
SinclairAbout Laurie R. Beyer
Laurie R. Beyer, 61, has served on SBGI’s Board since April 2021 and is designated independent under Nasdaq rules; she chairs the Audit Committee and sits on the Cybersecurity Committee. She is Executive Vice President and CFO of Greater Baltimore Medical Center (since Oct-2017) and previously served as SVP/CFO of Union Hospital of Cecil County (now ChristianaCare, Union Hospital) from 2006–2017; earlier roles include financial management positions at Ascension Saint Agnes, Sinai Hospital, and Liberty Medical Center, and she began her career as an auditor at Arthur Andersen (1986–1989). The Board identifies her as an “audit committee financial expert” and notes her cybersecurity experience and professional CPA association involvement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greater Baltimore Medical Center (GBMC) | EVP & Chief Financial Officer | Oct 2017 – Present | Healthcare finance leadership; designated SBGI audit committee financial expert |
| Union Hospital of Cecil County (ChristianaCare, Union Hospital) | SVP & Chief Financial Officer | Jan 2006 – Oct 2017 | Led finance at full-service community hospital |
| Ascension Saint Agnes Hospital (formerly St. Agnes) | Financial management roles | N/D | Finance leadership roles in Baltimore hospital systems |
| Sinai Hospital | Financial management roles | N/D | Finance leadership roles |
| Liberty Medical Center (former) | Financial management roles | N/D | Finance leadership roles |
| Arthur Andersen LLP | Auditor | Jul 1986 – Jan 1989 | Public accounting/audit foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| YMCA (local chapter) | Board/Volunteer roles | N/D | Community non-profit governance |
| Boys & Girls Club (local chapter) | Board/Volunteer roles | N/D | Community non-profit governance |
| Maryland Healthcare Financial Management Association | Volunteer; Co-Chair, Annual Conference | ~Past 5 years (as of proxy) | Sector engagement; conference co-chair |
Board Governance
- Independence: Board determined Beyer is independent under Nasdaq criteria .
- Committee assignments:
- Audit Committee: Chair; 4 meetings in 2024; designated audit committee financial expert; signed the Audit Committee report recommending inclusion of audited financials in the 10-K .
- Cybersecurity Committee: Member; 4 meetings in 2024 .
- Board/Committee engagement: Board held 8 meetings in 2024; all directors (including Beyer) attended at least 75% of Board and committee meetings; Beyer was absent from the 2024 annual meeting of stockholders (June 11, 2024) .
- Governance context: SBGI is a “Controlled Company” (Smith brothers >50% voting power), so certain Nasdaq independence requirements do not apply; nonetheless, Beyer and other committee members are independent .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $77,854 | $82,500 |
| Stock Awards (grant-date fair value) | $230,554 | $230,820 |
| Total | $308,408 | $313,320 |
Director fee schedule (non-employee):
- Annual cash retainer: $35,000; Audit Committee Chair additional $7,500; Comp and Nominating Chairs $6,000 each; meeting fees: $2,000 per Board meeting; $2,500 per Audit meeting; $1,500 per Comp/Nominating/Regulatory/Cyber meeting; annual unrestricted stock grant upon (re)election .
Director equity grant details:
- 2024: 18,943 unrestricted Class A shares granted on June 11, 2024 (annual meeting), $12.19 per share; ASC 718 value $230,820 .
- 2023: 13,416 unrestricted Class A shares granted on May 18, 2023 (annual meeting), $17.19 per share; ASC 718 value $230,554 .
Performance Compensation
| Performance Element | Design | Metrics/Notes |
|---|---|---|
| Director equity | Unrestricted stock | No performance metrics; annual grant of unrestricted Class A shares upon election/re-election |
Note: Director pay is largely equity-based but not performance-conditioned (no TSR or financial targets disclosed for directors) .
Other Directorships & Interlocks
- No other public company directorships or interlocks for Beyer were disclosed in SBGI’s 2024–2025 proxy biographies .
Expertise & Qualifications
- Audit committee financial expert (SEC definition); extensive accounting/finance leadership; cybersecurity experience; member, Maryland Association of CPAs .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Shares Outstanding | Pledged as Collateral |
|---|---|---|---|
| Laurie R. Beyer | 49,029 | <1% (as disclosed) | Not disclosed for Beyer (no pledge footnote for her) |
Context: As of March 17, 2025, SBGI had 69,544,840 shares outstanding (45,769,784 Class A; 23,775,056 Class B) .
Insider Trades and Section 16 Compliance
| Year | Event Date | Transaction | Shares | Price/Value | SEC Form & Filing Date | Timely? |
|---|---|---|---|---|---|---|
| 2024 | Jun 11, 2024 | Annual director grant (unrestricted stock) | 18,943 | $12.19/share; $230,820 FV | Form 4 filed Jul 9, 2024 | No – late filing |
| 2023 | May 18, 2023 | Annual director grant (unrestricted stock) | 13,416 | $17.19/share; $230,554 FV | Form 4 filed May 23, 2023 | No – late filing |
RED FLAG: Two consecutive years of late Form 4 filings for annual director stock grants (administrative compliance issue) .
Governance Assessment
Strengths
- Independent director; Audit Committee Chair and SEC-designated financial expert—enhances oversight of financial reporting, auditor independence, and related-party transaction review .
- Relevant cybersecurity oversight as a member of the Cybersecurity Committee (met four times in 2024) .
- Active committee cadence: Audit met four times in 2024; Board met eight times; Beyer met the ≥75% attendance threshold (though absent from the 2024 annual meeting) .
Alignment and Incentives
- Director pay mix is equity-heavy (approx. 75% stock awards in 2023–2024), supporting alignment, though grants are unrestricted and not performance-conditioned .
- Beneficial ownership of 49,029 Class A shares; no pledging disclosed for Beyer in the ownership table (contrast: a pledge is disclosed for another director) .
Risks/Red Flags
- Controlled Company structure concentrates voting power with the Smith brothers and relaxes certain Nasdaq independence requirements—structural governance risk that can limit the influence of independent directors, including the Audit Chair .
- Repeated Section 16(a) filing delinquencies for routine annual grants (minor but persistent compliance lapse) .
- Missed attendance at the 2024 annual meeting, despite overall ≥75% attendance (engagement optics) .
Implications
- Beyer’s finance and audit credentials, combined with committee leadership, are a positive for financial reporting oversight and auditor independence—key for investor confidence in a dual-class, controlled context .
- The lack of performance conditions on director equity aligns with common practice but provides limited performance linkage; continued monitoring of director ownership accumulation and any pledging is warranted .
- Given the controlled structure, investors should weigh the Audit Committee’s role in related-person transaction review as a check-and-balance; Beyer’s chair role is central here .