Robert D. Weisbord
SinclairAbout Robert D. Weisbord
Robert D. Weisbord, age 62, is Chief Operating Officer and President, Local Media at Sinclair, Inc., serving in the COO role since February 2022; he previously led Local Media and revenue functions and spent more than a decade in Sinclair’s digital and new media leadership after joining the company in 1997. He holds a B.S. in Business Management and an MBA from the University of Tampa . Company-level pay-versus-performance context for 2024 shows TSR value of $62 on an initial fixed $100, net income of $319 million, and Adjusted EBITDA of $876 million, underscoring the emphasis on EBITDA-linked incentives across the NEOs, including Weisbord .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sinclair, Inc. | Chief Operating Officer & President/Local Media | Feb 2022–Present | Leads operating performance and local media execution; role tied to Adjusted EBITDA targets for cash bonuses . |
| Sinclair, Inc. | President/Local Media & Chief Advertising Revenue Officer | Aug 2020–Jan 2022 | Drove local media and advertising revenue strategy . |
| Sinclair, Inc. | President/Local Media | Jan 2020–Aug 2020 | Oversaw local media operations . |
| Sinclair, Inc. | SVP/Chief Revenue Officer | Dec 2017–Jan 2020 | Led enterprise revenue strategy . |
| Sinclair Digital Group | Chief Operating Officer | Jan 2014–Dec 2017 | Scaled digital operations . |
| Sinclair, Inc. | VP/New Media; Director of Digital Interactive Marketing | 2010–2014; 2008–2010 | Drove digital transformation initiatives . |
| Sinclair, Inc. | Regional Group Manager; GM (Las Vegas duopoly KVMY/KVCW); Director of Sales | 1997–2008 | Managed station operations and sales across regions . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| WTVT-TV (Tampa) | National Sales Manager | From 1993 | National advertising sales leadership . |
| Family Group Broadcasting (Radio) | Early Career (Broadcasting) | From 1985 | Radio industry experience foundational to broadcast operations . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $1,369,323 | $1,433,250 | $1,504,913 |
| Discretionary Bonus ($) | $0 | $0 | $0 |
| All Other Compensation ($) | $68,889 | $78,416 | $21,800 |
| 2025 Base Salary Setting ($) | — | — | $1,000,000 (set for 2025; -33.6% YoY) |
• 2024 “All Other Compensation” for Weisbord comprised $13,800 401(k) contribution and $8,000 Company contribution to the Deferred Compensation Plan .
• Maximum Annual Bonus Potential for 2025 set at $2,400,000, comprising quarterly and annual Adjusted EBITDA-linked components plus AIP eligibility; Recapture structure same as 2024 .
Performance Compensation
| Component | Metric | Targeting/Threshold | Actual (2024) | Payout (2024) | Vesting/Timing |
|---|---|---|---|---|---|
| Quarterly Cash Bonus (Q1) | Adjusted EBITDA | Earns pro rata from 92%–100% of quarterly target | 97.67% of target | $263,360 | Paid 2024 |
| Quarterly Cash Bonus (Q2) | Adjusted EBITDA | Earns pro rata from 92%–100% of quarterly target | 111.94% of target | $376,228 | Paid 2024 |
| Quarterly Cash Bonus (Q3) | Adjusted EBITDA | Earns pro rata from 92%–100% of quarterly target | 108.19% of target | $376,228 | Paid 2024 |
| Quarterly Cash Bonus (Q4) | Adjusted EBITDA | Earns pro rata from 92%–100% of quarterly target | 91.90% of target | $0 | Paid 2024 |
| Recapture Bonus (FY) | Adjusted EBITDA | Max quarterly payments if 100% annual target met | 100.36% of FY target | $489,097 | Paid 2024 |
| Annual Exceeds Bonus (FY) | Adjusted EBITDA | Earns pro rata from 100%–108% | 100.36% | $15,000 | Paid 2024 |
• 2024 targeted Adjusted EBITDA by period: Q1 $130.1m; Q2 $131.4m; Q3 $221.6m; Q4 $352.7m; FY $835.8m .
• Adjusted EBITDA definition excludes non-recurring/unusual items and certain non-cash items and amortization of program costs .
• Grants of restricted stock and SARs (equity incentives) in 2024: 75,131 RS shares and 150,263 SARs; RS restrictions lapse 50% at first and second anniversaries; SARs for Weisbord vest 50% on Mar 8, 2025 and 50% on Mar 8, 2026 .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total Beneficial Ownership (Class A) | 262,645 shares (<1% of outstanding) |
| Composition | 3,672 direct; 6,535 in 401(k); 226,812 restricted Class A; 14,803 ESPP; 10,823 shares issuable upon exercise of SARs (within 60 days measure) |
| Outstanding Equity at 12/31/2024 | SARs unexercisable: 150,263 @ $13.31 exp 03/08/2034; SARs exercisable/unexercisable: 46,963/46,963 @ $15.97 exp 03/02/2033; Options: 150,000 @ $33.75 exp 01/16/2030 |
| 2024 RSU/SAR Grants | 75,131 restricted shares (grant-date fair value $941,391) and 150,263 SARs (grant-date fair value $598,480; base $13.31) on 03/08/2024 |
| Vesting/Settlement | RS: 50% at each anniversary (service-based); SARs: 50% on 03/08/2025 and 50% on 03/08/2026 |
| Stock Vested in 2024 | 75,131 shares; value realized on vesting $973,698 |
| Pledging | No pledging disclosed for Weisbord; proxy notes pledging for another director (Friedman: 59,601 shares pledged) |
| Stock Ownership Guidelines | Not disclosed in proxy |
Nonqualified Deferred Compensation (alignment and retention):
- Executive contributions: $60,000; Company contributions: $8,000; Aggregate earnings: $307,730; Ending balance: $3,038,725 (2024) .
Employment Terms
| Term | Provision |
|---|---|
| Agreement | Original July 1997; amended and restated January 2020; amended June 2023; no specified termination date; terminable with/without cause |
| Base Salary (2024) | $1,504,913 |
| Bonus Eligibility (2024) | Quarterly cash bonus totaling $1,504,913; annual “exceeds” bonus up to $400,000; EBITDA-linked |
| Equity Awards | SARs valued at $500,000 for each CY ended 2022 (issued 2023), 2023 (issued 2024), 2024 (issued 2025), vest over two years; RS awards $1,000,000 grant-date value each for CY ended 2023 and 2024, vest over two years |
| Longevity Bonuses | $3,000,000 guaranteed + $2,000,000 conditional (both payable Jan 1, 2027 if in good standing); conditional paid if STG EBITDA less net retrans in 2025–2026 exceeds 2021–2022 levels; payable within 30 days if employment terminated pursuant to change in control |
| Severance | Separation Payment equal to one month’s base salary per full year of service if death/disability, termination without cause, resignation for good reason, or change in control; release requirement for certain terminations |
| Potential Payments (12/31/2024 scenario) | Termination w/o cause or for good reason: $3,819,282 total ($3,386,054 severance + $433,228 SAR vesting value); Change in control: $8,827,266 total ($8,386,054 severance + $441,212 SAR vesting value) |
| Acceleration | Unvested SARs vest upon termination without cause, for good reason, or retirement; RS immediately vest upon death/disability, termination w/o cause, resignation for good reason, change in control, or qualifying retirement |
| Restrictive Covenants | Non-competition and confidentiality restrictions |
| Clawback | Incentive-Based Compensation Clawback Policy applicable to covered executives in event of restatement |
Multi-Year Compensation
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $1,369,323 | $1,433,250 | $1,504,913 |
| Stock Awards (RS) | $1,008,883 | $958,666 | $941,391 |
| Option/SAR Awards | $0 | $417,465 | $598,480 |
| Non-Equity Incentive (Cash) | $1,775,000 | $1,833,250 | $1,519,913 |
| Deferred Comp Earnings | $0 | $335,843 | $307,730 |
| All Other Compensation | $68,889 | $78,416 | $21,800 |
| Total | $4,222,095 | $5,056,890 | $4,894,227 |
Compensation Structure Analysis
- Mix shift: 2024 RS grant value ($941k) and SAR grant value ($598k) remain material, with cash non-equity incentives dropping YoY ($1.52m in 2024 vs $1.83m in 2023), suggesting tighter EBITDA-based payouts despite FY recapture .
- 2025 reset: Base salary cut to $1.0m (-33.6%) with maximum annual bonus potential set at $2.4m and continuation of EBITDA-based quarterly/annual bonuses and AIP eligibility, indicating increased at-risk pay leverage into 2025 .
- Performance metric design: Cash bonus entirely tied to Adjusted EBITDA with explicit threshold/recapture mechanics; no TSR or ESG factors cited for Weisbord’s incentives; equity awards are service-based RS/SARs, not PSUs .
Compensation Peer Group & Say-on-Pay
- Peer group used for market context includes AMC Networks, Gray Television, Cumulus Media, iHeartMedia, E.W. Scripps, Nexstar, Entravision, Tegna, Fox Corp., and The New York Times Company; surveys (Salary.com/CompAnalyst, Willis Towers Watson, Mercer) inform ranges; no formal consultant engagement .
- 2024 Say-on-Pay approval ~93% (annual advisory vote cadence maintained), viewed by Board as endorsement of policies and practices .
- Compensation Committee (independent directors Legg [Chair], Keith, Friedman) met 31 times in 2024, overseeing executive pay and plan administration .
Performance & Track Record
- Role scope: As COO & President/Local Media, Weisbord’s cash incentive plan is strictly Adjusted EBITDA-based, aligning operating execution with profitability metrics under his remit .
- Company-level outcomes (context): 2024 TSR value $62 vs peer group TSR $106.24, net income $319 million, Adjusted EBITDA $876 million per SEC pay-versus-performance table .
- Vesting events: 2024 saw 75,131 shares vest for Weisbord ($973,698 value); upcoming SAR tranches vest in March 2025 and March 2026, implying potential Form 4 settlement-related activity around those dates .
- Note: Attempted retrieval of Weisbord’s Form 4 filings (Nov 2024–Nov 2025) via insider-trades skill failed due to an unauthorized endpoint (401); analysis relies on proxy vesting and ownership tables until access is restored .
Investment Implications
- Alignment: Cash incentives are purely Adjusted EBITDA-driven with explicit quarterly thresholds and an annual recapture, tightly tying pay to operating profitability; equity is service-based RS/SARs (no PSUs), moderating performance sensitivity in the long-term grant mix .
- Retention: Significant longevity bonuses ($3m guaranteed + $2m conditional) payable by Jan 1, 2027 and severance protections (including change-in-control payments and accelerated SAR vesting) reduce near-term departure risk but may elevate change-in-control economics and future cash obligations .
- Selling pressure: Immediate scheduled vesting in March 2025 and March 2026 for SARs and service-based RS grants could create periodic settlement or tax-related transactions; monitor Form 4s around those dates and any 10b5‑1 plan adoptions when insider-trades access resumes .
- Governance risk: No pledging disclosed for Weisbord; clawback policy in place; Compensation Committee independence and high say-on-pay support mitigate governance concerns; however, reliance on EBITDA alone (vs multi-factor PSUs) concentrates incentives on a single metric .