Samuel Bush
About Samuel Bush
Samuel D. Bush is Executive Vice President, Chief Financial Officer and Treasurer of Saga Communications (SGA), promoted on September 16, 2024 while continuing his CFO/Treasurer roles . His compensation is primarily base salary, discretionary annual cash bonus, and time-based restricted stock; he received $733,191 total compensation in 2024 and $740,458 in 2023 . Company pay-versus-performance disclosures show SGA’s net income of ~$3.46 million in 2024 (vs. ~$9.5 million in 2023) and cumulative TSR value of a fixed $100 investment at $67.80 in 2024 (vs. $125.45 in 2023) . Saga prohibits hedging, short sales, option transactions, and holding Company stock in margin accounts, with blackout windows around quarter-end, reinforcing trade discipline for insiders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Saga Communications | EVP, CFO & Treasurer | 2024–Present | Elevated to EVP; continued oversight of finance and treasury |
| Saga Communications | Senior Vice President, CFO & Treasurer | — (prior to 2024) | Led corporate finance; continued in CFO/Treasurer positions after promotion |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | Not disclosed in Company filings |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 365,000 | 410,000 |
| All Other Compensation ($) | 67,445 (perqs, insurance, dividends on unvested RS, 401k match) | 109,191 (perqs, insurance, dividends on unvested RS, 401k match) |
| Total Compensation ($) | 740,458 | 733,191 |
- 2024 perquisites include automobile allowance, housing accommodations, and medical reimbursements; Company paid $10,000 split-dollar life insurance premiums; dividends on unvested restricted stock totaled $68,907; 401(k) match purchased Company shares; amounts reflected in “All Other Compensation” .
- 2023 perquisites similar; split-dollar life insurance premiums $10,000; dividends on unvested restricted stock $36,120; 401(k) match purchased Company shares .
Performance Compensation
| Component | Metric Definition | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Bonus (2023) | Discretionary; CEO subjective appraisal | Not applicable | $52,500 cash | Cash (no vesting) |
| Annual Bonus (2024) | Discretionary; CEO subjective appraisal | Not applicable | $50,000 cash | Cash (no vesting) |
- For non-CEO executives, bonuses are recommended by the CEO based on subjective performance review and approved by the Compensation Committee/Board; no formal financial metric (e.g., BCF) applies to Mr. Bush’s bonus determinations in 2023–2024 .
- CEO incentive plan uses BCF targets; none were met in 2023–2024 and CEO received discretionary bonuses; illustrates Committee’s willingness to use discretion in challenging environments .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Beneficially owned shares | 62,310 Class A shares (includes RS grants and 401(k)) |
| Ownership % of outstanding | Less than 1% |
| 401(k) holdings | 2,494 shares via Company’s 401(k) Plan |
| Unvested RS outstanding (as of 12/31/2024) | 13,828 (12/5/2024 grant); 8,346 (12/7/2023 grant); 2,410 (12/15/2022 grant) |
| Valuation basis used in proxy | $11.03 closing price at 12/31/2024 for market value presentation |
Vesting schedules (time-based RS):
| Grant Date | Shares Unvested | Vesting Schedule |
|---|---|---|
| 12/15/2022 | 2,410 | One-third each on Nov 6, 2023; Nov 6, 2024; Nov 6, 2025 (accelerates on change-in-control) |
| 12/7/2023 | 8,346 | One-third each on Dec 15, 2024; Dec 15, 2025; Dec 15, 2026 (accelerates on change-in-control) |
| 12/5/2024 | 13,828 | One-third each on Dec 15, 2025; Dec 15, 2026; Dec 15, 2027 (accelerates on change-in-control) |
Alignment policies and restrictions:
- Executives must retain 50% of net shares from restricted stock awards until separation from the Company (enhances long-term alignment) .
- Company prohibits hedging, short sales, buying/selling options on Company stock, and holding Company stock in margin accounts; trades must be pre-cleared and are barred in specified blackout windows (15 days before quarter-end until two full business days after earnings release) .
- Director stock ownership guideline is 1,250 shares (directors only); executive-specific ownership multiple not disclosed .
Insider selling pressure indicators:
- Annual RS vesting dates (Nov 6 or Dec 15 each year) could create mechanical selling needs for tax-liquidity; three-year installments across 2025–2027 suggest recurring potential around mid-November and mid-December .
- Blackout/trading restrictions constrain timing; hedging/pledging bans reduce leverage-related sell pressure .
Employment Terms
Change-in-control (CIC) protection:
- Mr. Bush entered into a CIC agreement effective December 28, 2007: lump-sum payment equal to 1.5× the average of the last three full calendar years of base salary plus annual cash bonus, payable within 45 days of CIC; Company will gross-up for any excise tax under Sections 280G/4999 so net amount equals full CIC payment (shareholder-unfriendly tax gross-up) .
- Company/surviving entity may require up to six months of continued employment post-CIC as a condition for payment; lump-sum paid upon completion; if terminated without cause within six months prior to CIC, payment is due after CIC .
Other terms and benefits:
- Participation in nonqualified deferred compensation plans (1999/2005) allowing salary/bonus deferrals with notional investment returns; lump-sum distribution upon CIC under plan terms .
- Split-dollar life insurance premium of $10,000 paid by Company in 2024 and 2023; standard health and welfare benefits; perquisites include automobile allowance, housing, medical reimbursements .
- Restricted stock awards under the 2023 Incentive Compensation Plan; awards accelerate upon CIC if grantee is an employee at time of occurrence .
Governance & committee oversight:
- Compensation Committee (independent directors) recommends executive compensation and administers incentive plans; nine meetings in 2023 and six in 2024 .
- Peer companies reviewed for context (not a formal benchmark), including Beasley, Cumulus, Entravision, Urban One, Salem, Townsquare, Sirius XM, Spanish Broadcasting System; Committee maintains clawback rights for incentive-based compensation on restatements/adjustments .
Investment Implications
- Alignment: Time-based RS with 50% net-share retention and trading/hedging restrictions promote long-term alignment; beneficial ownership is modest (<1%), but recurring RS grants and retention requirements partially offset low outright ownership .
- Retention & CIC economics: 1.5× salary+bonus CIC cash plus excise-tax gross-up is generous and may reduce exit frictions; gross-up is a governance red flag that can draw investor scrutiny in potential control transactions .
- Selling pressure: RS vesting clusters (Nov 6/Dec 15 annually) create predictable windows of potential insider selling for tax liquidity; blackout windows and preclearance mitigate opportunistic trades but do not eliminate mechanical selling needs .
- Performance linkage: Mr. Bush’s bonuses are discretionary without disclosed quantitative metrics, limiting direct pay-for-performance signaling for the CFO; Company-level metrics (BCF) guide CEO pay but were unmet in 2023–2024, with discretionary awards used in challenging conditions .
- Shareholder sentiment: Say-on-pay approval was 73.9% in 2024, supportive but not overwhelmingly so; continued discretionary awards and CIC gross-up may cap future support if operational performance remains mixed (net income down and TSR negative in 2024) .