Robert E. Smith
SinclairAbout Robert E. Smith
Robert E. Smith (age 61) has served on the Sinclair, Inc. board since 1986; he previously served as Vice President and Treasurer (1988–June 1998) and founded RSMK LLC, a commercial real estate investment company, in March 1997. He has 40+ years of broadcast industry experience, including work at Comark Communications and station construction (e.g., WTTE-TV), and currently holds multiple private board/partnership roles. Education is not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sinclair, Inc. | Vice President and Treasurer | 1988–June 1998 | Corporate finance leadership |
| RSMK LLC | Founder (commercial real estate) | Mar 1997–present | Investment oversight |
| Comark Communications, Inc. | Employee (manufacture of UHF transmitters) | Pre-1986 | Technical/operations exposure |
| WTTE-TV (Columbus, OH) and other stations | Construction/assistance | Pre-1986 | Station build-out experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nextgen Foundation Charitable Trust | Board member | Not disclosed | Non-profit governance |
| Gerstell Academy | Board member | Not disclosed | Education-focused non-profit |
| Keyser Investment Group, Inc. | Board member | Not disclosed | Private investment entity |
| Cunningham Communications, Inc. | Board member | Not disclosed | Private communications firm |
| Stages Music Arts | Board member | Not disclosed | Private/music industry |
| Gerstell Development LP | Partner | Not disclosed | Related-party partnership |
| Beaver Dam LLC | Partner | Not disclosed | Related-party partnership |
| Laker Partners, LLC | Partner | Not disclosed | Private partnership |
Board Governance
- Independence: The Board determined independent directors are Keith, Legg, Friedman, Carson, and Beyer; Robert E. Smith is not independent under Nasdaq rules. Controlled company status applies due to Smith brothers’ voting control.
- Committee assignments: Audit (Beyer/Carson/Keith), Compensation (Legg/Keith/Friedman), Nominating & Governance (Friedman/Keith/Legg), Regulatory (F.G. Smith chair; Keith/Legg), Cybersecurity (Duncan Smith/Keith/Beyer). Robert E. Smith is not listed on any committee.
- Attendance/engagement: Board held 8 meetings in 2024; all directors attended ≥75% of Board and committee meetings. He attended the 2024 annual meeting via telephone (not in person).
- Leadership: No lead independent director; combined Executive Chairman/Chair roles continue; independent committees provide risk oversight.
Fixed Compensation
| Component | Amount/Detail | Period | Notes |
|---|---|---|---|
| Annual director retainer (cash) | $35,000 | 2024 | Non-employee directors |
| Meeting fees | Board $2,000; Audit $2,500; Other committees $1,500 | 2024 | Per meeting attended |
| Committee chair fees | Audit $7,500; Comp/Nom-Gov $6,000 | 2024 | Not applicable to R.E. Smith (not chair) |
| Fees earned (Robert E. Smith) | $51,000 | 2024 | Reported cash fees |
| Health plan participation (perk) | Participant; reimburses co. for costs >$450,000; Company paid $0 in 2024 | 2024 | Footnote (c); unusual for non-employee director |
Performance Compensation
| Instrument | Grant date | Shares | Price per share | Grant-date fair value | Vesting/terms | Performance metric |
|---|---|---|---|---|---|---|
| Unrestricted Class A stock (annual director grant) | Jun 11, 2024 | 18,943 | $12.19 | $230,820 | Unrestricted; annual upon election/re-election | None (time/election-based) |
No options or PSUs disclosed for directors; annual equity is unrestricted stock, not tied to revenue/EBITDA/TSR metrics.
Other Directorships & Interlocks
- Controlling Stockholders agreement: The Smith brothers (David, Frederick, Duncan, Robert) agreed to vote for each other as director candidates through Dec 31, 2025; collectively hold 81.0% of total voting power (dual-class structure).
- Shared private entities: Smith brothers/directors have roles at Cunningham Communications, Keyser Investment Group, Gerstell Development; Beaver Dam LLC controlled by F.G. Smith and J. Duncan Smith along with Robert E. Smith.
Expertise & Qualifications
- 40+ years in television broadcasting with operational/technical exposure and prior corporate finance role as Treasurer; significant stockholder perspective.
Equity Ownership
| Metric | Value |
|---|---|
| Class B common stock beneficially owned (number; % of Class B) | 6,180,104; 26.0% |
| Class A common stock beneficially owned (number; % of Class A) | 6,264,697; 12.1% |
| Percent of total voting power | 21.8% |
| Holding detail (Robert E. Smith) | Shares / notes |
|---|---|
| Class B held in family trust | 121,750 |
| Class A – direct | 79,629 |
| Class A – joint account | 4,000 |
| Class A – 401(k) Plan | 964 |
- Pledging/hedging: Anti-hedging policy allows margin loans and pledging but prohibits hedging instruments; no pledge disclosure for Robert E. Smith (pledge reference in proxy pertains to Howard E. Friedman).
Insider Trades & Section 16 Compliance
| Item | Detail |
|---|---|
| Late Form 4 filing | The company disclosed that Robert E. Smith did not timely file Form 4 for the June 2024 director stock grant; filed July 9, 2024 (originally due June 13, 2024). |
Governance Assessment
- Positives: Independent Audit and Compensation Committees; all directors attended ≥75% of meetings; disclosed related-party policy with Audit Committee oversight; director pay is modest cash plus annual equity typical for peers.
- Risks/Red Flags:
- Not independent; part of a controlling family block with 81% voting power, potentially limiting minority shareholder influence.
- No lead independent director; combined Executive Chairman/Chair can weaken independent board oversight.
- Charter amendment proposal expands “Permitted Transferees” to certain 501(c)(3)/(c)(4) organizations affiliated/controlled by the Smith family, potentially entrenching Class B voting control through estate planning structures.
- Section 16 timeliness issue (late Form 4) for Robert E. Smith is a process red flag, though common among issuers.
- Anti-hedging policy permits pledging/margin loans, which can introduce alignment/forced selling risks if used; no pledge disclosed for Robert E. Smith specifically.
- Alignment signals: Significant personal ownership and voting power (Class B + Class A) align incentives with control/stewardship, though dual-class structure dilutes one-share-one-vote principles.
Director Compensation Context (Company-wide signals)
| Item | Detail |
|---|---|
| Director cash + equity for 2024 (Robert E. Smith) | Cash fees $51,000; equity $230,820; total $281,820. |
| Non-employee director grant policy | Unrestricted Class A shares granted at the annual meeting; meeting and chair fees disclosed. |
| Say-on-pay (executive compensation) 2024 result | 93% approval (advisory); indicates general investor support of pay practices, albeit focused on executive pay. |
| Compensation peer group (for exec benchmarking) | AMC Networks, Gray Television, Cumulus Media, iHeartMedia, E.W. Scripps, Nexstar, Entravision, Tegna, Fox, The New York Times Co. |
Related-Party Exposure
- Policy/process: Formal related-person transaction policy requires Audit Committee review/approval; annual review of ongoing transactions.
- Family relationships: Brothers David, Frederick, and Duncan Smith are executives/directors; additional family employment disclosed (e.g., Ethan White), with compensation assertions of consistency for similar roles.
- Private entities: Overlapping roles across Cunningham Communications, Keyser Investment Group, Gerstell Development, Beaver Dam LLC create potential interlock/transaction risks requiring robust oversight.
Equity Ownership Guidelines
- Not explicitly disclosed for directors in the proxy; Corporate Governance Guidelines exist (website reference), but director stock ownership guideline details are not provided in the document.
Compensation Committee Analysis (Board process)
- Composition: Independent directors only (Legg chair; Keith; Friedman). Met 31 times in 2024; administers equity plans; oversees risk in compensation practices.
- Consultant use: Reviews market data/peer group; no formal external consultant engagement disclosed.
Summary Implications for Investors
- Robert E. Smith’s non-independence and substantial voting control (with the Smith family) are central governance considerations; committee non-participation limits direct oversight involvement but independent committees are in place.
- The proposed charter amendment to broaden “Permitted Transferees” to certain controlled charities could extend Class B voting control and should be monitored as a potential entrenchment mechanism.
- While attendance thresholds are met, the late Section 16 filing indicates a need to watch compliance rigor; director compensation is conventional and equity-heavy via unrestricted stock grants.