Chris Forgy
About Chris Forgy
Christopher S. Forgy (age 64) is President, Chief Executive Officer, and Director of Saga Communications, Inc. (SGA) since December 7, 2022; he joined Saga in 1995, served as GM for other broadcasters in 2006–2011, rejoined Saga as GM (Columbus) in 2011, and was promoted to SVP Operations in May 2018 before becoming CEO . During his tenure as CEO, the company reported net income of $$3.46 million in 2024 vs $$9.50 million in 2023 and TSR values of $67.80 (2024), $125.45 (2023), $117.79 (2022) based on a fixed $100 investment, reflecting mixed shareholder returns through a transitional period . The Board maintains an independent Chairman (Warren S. Lada), with the CEO role separated from Chair to enhance oversight; Forgy serves on the Board but is not on any Board committees, consistent with prior guidance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Saga Communications | Director of Sales, Columbus | 1995–2006 | Built local revenue capability at key market cluster |
| Other broadcast companies | General Manager (radio clusters) | 2006–2011 | Operated multi-station clusters; broadened operating experience |
| Saga Communications | President & GM, Columbus | 2011–May 2018 | Led market operations and performance in Columbus |
| Saga Communications | SVP Operations | May 2018–Dec 2022 | Oversaw multi-market operations; positioned for CEO succession |
External Roles
No external public company directorships or roles disclosed for Forgy in company filings .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 (Contract) | FY 2026 (Contract) | FY 2027 (Contract) |
|---|---|---|---|---|---|
| Base Salary ($) | $671,766 | $698,616 | $725,000 (Dec 7, 2024–Dec 6, 2025) | $753,000 (Dec 7, 2025–Dec 6, 2026) | $783,000 (Dec 7, 2026–Dec 6, 2027) |
| All Other Compensation ($) | $98,071 (incl. dividends on unvested RS, perqs) | $190,951 (incl. dividends on unvested RS, perqs) | — | — | — |
Perquisites include company-provided vehicle, medical reimbursements, and non-golf country club membership; a split-dollar life insurance benefit with $10,000 annual premium is provided under the employment agreement . Executive 401(k) match of $1,200 was contributed in both 2023 and 2024, with shares purchased in the plan; dividends on unvested restricted stock formed a large portion of “All Other Compensation” for Forgy ($150,973 in 2024; $31,579 in 2023) .
Performance Compensation
| Year | Metric | Target Set | Actual | Payout | Payout Form | Vesting / Certification |
|---|---|---|---|---|---|---|
| 2023 | Broadcast Cash Flow (BCF) | $30m/$31m/$32m/$33m → $235k/$380k/$525k/$670k | None met | $245,000 discretionary | Cash | Discretion per CEO Plan; Committee awarded despite miss |
| 2024 | Broadcast Cash Flow (BCF) | $27.4m/$28.8m/$30.2m/$31.3m/$32.5m → $245k/$390k/$535k/$610k/$670k | None met | $243,950 discretionary | Cash | Discretion per CEO Plan; Committee awarded despite miss |
CEO Plan terms: bonus minimum 35% and maximum 100% of annual base salary (and up to 500% cap under plan), with performance metrics including earnings, revenue, cash flow, BCF, margins, TSR and other measures; Compensation Committee must certify results; discretionary awards allowed in difficult years .
Equity Awards (Grants and Vesting)
| Grant Date | Instrument | Shares Granted | Grant FV ($) | Vesting Schedule |
|---|---|---|---|---|
| Dec 5, 2024 | Restricted Stock (Class A) | 44,077 | $522,753 (2024 SCT stock awards total for Forgy) | 1/3 on Dec 15, 2025, 2026, 2027; change-in-control accelerates |
| Dec 7, 2023 | Restricted Stock (Class A) | 36,110 | $737,005 (2023 SCT stock awards total for Forgy) | 1/3 on Dec 15, 2024, 2025, 2026; change-in-control accelerates |
| Dec 15, 2022 | Restricted Stock (Class A) | 6,540 | Included in 2022 SCT | 1/3 on Nov 6, 2023, 2024, 2025; change-in-control accelerates |
Outstanding and unvested as of Dec 31, 2024: 44,077 (2024 grant), 24,073 (remaining 2023 grant), 2,180 (remaining 2022 grant); market value $486,169 / $265,525 / $24,045 at $11.03 closing price .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 14, 2025) | 89,563 shares; 1.4% of Class A outstanding |
| Components | Includes restricted stock awards from 2022 (6,540), 2023 (36,110), 2024 (44,077) and 741 shares via 401(k) |
| Vested vs Unvested (12/31/2024 snapshot) | Unvested: 44,077 (2024), 24,073 (2023), 2,180 (2022) |
| Pledging / Hedging | Company Code prohibits hedging, short sales, puts/calls, and holding stock in margin accounts; trades pre-cleared by CFO |
| Ownership Guidelines | No specific executive multiple; Committee encourages meaningful equity; director guideline of 1,250 shares applies only to non-employee directors (CEO excluded) |
| Insider Trading Activity | 11/06/2024 Form 4 reported 1,435 shares withheld (code F) to satisfy tax on RS vesting; 401(k) holdings disclosed; not an open market sale |
Employment Terms
| Term | Provision |
|---|---|
| Effective date / initial term | CEO effective Dec 7, 2022; initial 3-year term; mutual renewal for two additional years agreed Dec 2024 |
| Base salary schedule | Year 1 $670,000; Year 2 $697,000; Year 3 $725,000; Year 4 $753,000; Year 5 $783,000 |
| Annual bonus | Minimum 35% and maximum 100% of base salary; CEO Plan metrics set in first 90 days; discretionary bonuses permitted in difficult years |
| Severance (without cause / good reason) | Accrued amounts; continuation of base salary for longer of 18 months or remainder of term; unpaid prior-year bonus; immediate vesting of unvested RS; COBRA premiums up to 18 months (earliest of criteria) |
| Termination for cause / resignation without good reason / death/disability | Accrued amounts only; “cause” and “good reason” defined (material breach, felony, fraud, policy breach; salary reduction, diminution of duties, company breach) |
| Non-compete / non-solicit | 12 months post-termination: no solicitation of company business nationwide; no hiring/poaching company employees; confidentiality and non-disparagement covenants apply |
| CIC agreement | Single-trigger lump sum 1.5x average of last 3 years base + annual cash bonus payable within 45 days post-CIC; possible requirement to remain up to 6 months; 280G excise tax gross-up provided; options/RS fully vest on CIC; deferred comp paid in lump sum |
| Benefits | Vehicle, medical reimbursements, non-golf country club dues, split-dollar life insurance ($10,000 premium), participation in 401(k) and deferred compensation plans |
Board Governance and Director Service
- Board structure and independence: The Board separates Chair and CEO roles; independent Chairman (Warren S. Lada) leads risk oversight and executive sessions; independent directors comprise the majority .
- Committee roles: Compensation Committee (Brown, Coppedge, Lada); Finance and Audit (Brown, Clarke, Schechter); Nominating & Corporate Governance (Brown, Coppedge, Schechter); Cybersecurity Subcommittee (Clarke, Schechter; Lobaito until 2025). Forgy is not listed on any committees and was previously noted “not expected to be named to any committees” at appointment .
- Attendance: Board held 10 meetings in 2024; each incumbent director attended at least 80% of Board and relevant committee meetings .
- Director compensation: CEO compensation is reported separately; director compensation table excludes Forgy .
Compensation Structure Analysis
- Equity mix: Saga grants restricted stock only; stock options discontinued since 2008 due to option ineffectiveness and dilution concerns; RS grants resumed under the 2023 Incentive Compensation Plan with pro-rata three-year vesting and CIC acceleration; executives must retain 50% of net RS until departure .
- Pay-for-performance tension: BCF targets missed in both 2023 and 2024, yet discretionary cash bonuses of $245,000 and $243,950 were awarded to Forgy, highlighting judgment-based payouts when quantitative goals are not met .
- Clawbacks: Company retains rights to adjust/recover incentive pay if performance measures are restated or adjusted; CEO compensation subject to clawback per law/listing requirements .
- Peer benchmarking: Committee reviews peer proxies (e.g., Beasley, Cumulus, Townsquare, Urban One, Salem, Sirius XM, Entravision, Spanish Broadcasting) but does not formally benchmark to a percentile; aims for competitive but not target-percentile pay .
Say-On-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval (%) |
|---|---|
| 2024 vote on 2023 NEO comp | 73.9% (excluding broker non-votes) |
Related Party Transactions
- Family employment: Eric Christian (former CEO’s son) employed as CMO in 2024 ($195,000) and previously VP Digital; Sera Christian (granddaughter) employed as Streaming Traffic Manager ($50,000); Board approved appointments/promotions .
- Split-dollar life insurance: Transfer of policy related to former CEO’s estate; Company recorded $500,000 for tax obligation on transfer in Q4 2024 .
Performance & Track Record
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($mm) | $9.202 | $9.500 | $3.460 |
| TSR (Value of $100 Investment) | $117.79 | $125.45 | $67.80 |
Compensation Committee Analysis
- Membership and independence: Brown (Chair), Coppedge, Lada; all independent; authority to retain advisors and administer stock and incentive plans including CEO Plan .
- Use of consultants: Towers Watson advised in 2005 and 2013 on long-term incentive design; led to greater use of restricted stock over options .
Equity Tables (Outstanding at 12/31/2024)
| Grant | Unvested Shares | Market Value ($) |
|---|---|---|
| 12/5/2024 | 44,077 | $486,169 |
| 12/7/2023 | 24,073 | $265,525 |
| 12/15/2022 | 2,180 | $24,045 |
Investment Implications
- Alignment vs discretion: A heavy reliance on restricted stock and meaningful personal ownership (1.4%) supports alignment, but repeated discretionary bonuses despite missed BCF targets suggest potential pay-for-performance slippage; monitor 2025 CEO Plan metrics and Committee certification for discipline .
- Event risk: Single-trigger CIC cash payments (1.5x salary+bonus) with 280G gross-up and full RS acceleration could incentivize support for certain transactions; evaluate governance posture and shareholder protections if strategic offers emerge again .
- Selling pressure: Recent Form 4 indicates tax withholding on vesting, not open-market selling; near-term selling pressure from Forgy appears limited; watch future vest dates (Dec 15, 2025–2027) and blackout windows .
- Governance quality: Independent Chair, majority-independent Board, and prohibition on hedging/margin accounts reduce key governance risks; however, related-party employment and large RS dividend streams warrant continued oversight .