Scott H. Shapiro

About Scott H. Shapiro

Scott H. Shapiro is Executive Vice President, Corporate Development and Strategy at Sinclair, Inc. (SBGI), serving in this role since December 2022; he is 49 years old and holds a B.A. from the University of Rochester and an MBA from UVA Darden . His prior roles include Chief Development Officer and COO/CFO of Bally Sports (2021–2022), senior corporate development and strategy roles within SBGI (2015–2020), and earlier equity research roles at Morgan Stanley and Prudential, plus audit/tax roles at KPMG and PwC . Company-level performance during his tenure: TSR (value of a fixed $100 investment) rose from $46.69 in 2023 to $62.00 in 2024, net income moved from $(279) million in 2023 to $319 million in 2024, and Adjusted EBITDA increased from $549 million (2023) to $876 million (2024) .

Company Performance During Shapiro’s Tenure

Past Roles

External Roles

Fixed Compensation

• Scott H. Shapiro was not a named executive officer in the 2024 or 2025 proxy Summary Compensation Tables; base salary and cash compensation specifics for him are not disclosed in those filings. Company policy describes base salary as set considering experience, responsibilities, and market data without rigid formulas .
• Company-wide elements available to executives include 401(k) participation with standard match and access to a nonqualified Deferred Compensation Plan for select highly compensated employees; executive plan terms are described generally, but no Shapiro-specific deferral elections are disclosed .

Performance Compensation

• Named executive officer cash bonuses at SBGI are primarily tied to Adjusted EBITDA, with quarterly and annual components, including a “recapture” mechanic if full-year targets are met; in 2024 the AIP (Annual Incentive Plan) was adopted on Feb 25, 2025 to formalize cash-based incentives with metrics such as unlevered FCF, stock price, and relative TSR, but Shapiro-specific eligibility and awards are not disclosed .
• Equity incentives for executives include restricted Class A stock (time-vested over two years) and stock-settled appreciation rights (SARs) with 10-year terms and standard vesting schedules; awards are discretionary and valued at closing price on grant date; Shapiro-specific grant quantities are not disclosed in the proxies .

2024 Company Incentive Context (Adjusted EBITDA Targets and Achievement)

Equity Ownership & Alignment

• Total beneficial ownership (direct/indirect), vested vs unvested shares, options/SARs, and any pledging for Scott H. Shapiro are not disclosed in the 2024 or 2025 proxy security ownership tables, which focus on directors and named executive officers .
• Company-wide policies include: restricted stock vesting over two years; SARs vest schedules of immediate, two-year, or four-year; accelerated vesting on specified events (death/disability, termination without cause/for good reason, change in control, or retirement after age 65 or 55 with 10 years’ service) per award agreements; an Incentive-Based Compensation Clawback Policy was adopted to recoup erroneous incentive comp after restatements .

Employment Terms

• No Shapiro-specific employment agreement terms (e.g., severance, non-compete, non-solicit) are disclosed in the 2024 or 2025 proxies; employment agreements detailed in those filings pertain to other named executive officers (e.g., CEO, CFO, COO, GC) .
• General provisions for executives’ equity awards (acceleration on certain terminations/change-in-control) and the adoption of AIP in 2025 establish the broader incentive framework; applicability to Shapiro is not specified in filings reviewed .

Performance & Track Record

• Role in Bally Sports operations (COO/CFO) and Sinclair sports strategy suggests deep involvement in sports asset management and corporate development initiatives; specific value creation metrics attributable to Shapiro are not separately disclosed .
• Litigation risk: Shapiro is named among defendants in Diamond Sports Group-related litigation arising from bankruptcy proceedings, alleging various transactions and transfers; Sinclair and executives dispute the claims and intend to defend vigorously; potential adverse outcomes could affect financials, though outcomes remain uncertain .

Compensation Structure Analysis

• Company-level shifts include: time-vested restricted stock and SARs as primary long-term equity, no new options since 2016; introduction of AIP (Feb 25, 2025) bringing formalized cash incentives with performance goals (e.g., unlevered FCF, stock price, relative TSR); longevity/retention bonuses exist for certain execs via employment agreements; however, no Shapiro-specific equity mix, bonuses, or retention awards are disclosed .
• Say-on-pay outcomes suggest investor acceptance of broader compensation programs: ~93% approval in 2024 and ~97% in 2023 .

Risk Indicators & Red Flags

• Litigation exposure from Diamond Sports Group matters (bankruptcy-related claims) involving Shapiro and other executives is an ongoing risk factor; outcomes could include damages and adverse financial effects; defendants contest allegations .
• Company-wide clawback policy reduces risk of paying for misstated results (restatement-driven recoupment) .

Expertise & Qualifications

• Education: BA (History), University of Rochester; MBA, UVA Darden .
• Technical/industry expertise: institutional equity research, corporate development/M&A, sports operations/finance; board role at ScoreStream .

Say-on-Pay & Shareholder Feedback

• Approval rates: 93% (2024 annual meeting); 97% (2023 annual meeting); Board continues annual advisory votes and emphasizes pay-for-performance philosophy .

Investment Implications

• Limited disclosure for Shapiro-specific compensation and ownership constrains pay-for-performance and alignment analysis; investors should monitor future filings for his status as a named executive officer or specific award disclosures .
• Company incentive architecture (AIP, EBITDA-linked cash, time-vested equity, clawback) supports alignment but relies on time-based vesting; absence of disclosed Shapiro-specific performance RSUs/PSUs reduces visibility into his direct performance-tied equity .
• Litigation naming Shapiro elevates execution and reputational risk around sports transactions; resolution path and any financial impacts bear watching for trading signals tied to legal milestones .
• Company performance improved in 2024 (TSR, net income, Adjusted EBITDA), providing a favorable backdrop; however, without Shapiro-specific incentive outcomes, linkages to his compensation remain opaque .