Wayne Leland
About Wayne Leland
Chief Operating Officer of Saga Communications (SGA) since September 16, 2024; previously Senior Vice President of Operations starting January 3, 2023, after a long tenure leading Saga’s Norfolk, VA cluster, including serving as President of Tidewater Communications (joined Saga in 2011) . Company performance context: total shareholder return (TSR) on a fixed $100 basis was $125.45 in 2023 and $67.80 in 2024, while net income was $9.5M in 2023 and $3.46M in 2024, framing the operating backdrop for incentive outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Saga Communications – Norfolk, VA (Tidewater Communications) | General Manager; later President | 2011–Jan 2023 | Led market operations; advanced to divisional presidency before joining corporate executive team . |
| Saga Communications | Senior Vice President of Operations | Jan 3, 2023–Sep 16, 2024 | Principal operating officer; prepared for elevation to COO . |
| Saga Communications | Chief Operating Officer | Sep 16, 2024–present | Company-level operating leadership . |
External Roles
No public company external directorships or outside roles disclosed for Leland in recent filings .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $300,000 | $320,000 |
| Target Bonus (Max $) | Up to $35,000 (discretionary) | Up to $35,000 (discretionary) |
| Actual Bonus Paid ($) | $35,000 | $35,000 |
Performance Compensation
| Award Type | Grant Date | Shares Granted | Vesting Schedule | Fair Value at Grant (Comp Table) |
|---|---|---|---|---|
| Restricted Stock (Class A) | Dec 15, 2022 | 2,613 | 1/3 each on Nov 6, 2023; Nov 6, 2024; Nov 6, 2025 | Included in 2022 award total; market value at 12/31/2024 shown below |
| Restricted Stock (Class A) | Dec 7, 2023 | 7,350 | 1/3 each on Dec 15, 2024; Dec 15, 2025; Dec 15, 2026 | $150,014 (2023) |
| Restricted Stock (Class A) | Dec 5, 2024 | 10,793 | 1/3 each on Dec 15, 2025; Dec 15, 2026; Dec 15, 2027 | $128,005 (2024) |
| Stock Options | — | — | None awarded in 2023 or 2024 | — |
- Change-in-control acceleration: All restricted stock vests upon a change-in-control under the 2005 and 2023 Incentive Compensation Plans if the grantee is an employee at the time of occurrence .
Equity Ownership & Alignment
| Metric | As of Mar 15, 2024 | As of Mar 14, 2025 |
|---|---|---|
| Total Beneficial Ownership (Shares) | 15,977 | 25,653 |
| Ownership (% of Class A) | <1% | <1% |
| 401(k) Shares (Indirect) | 1,277 | 1,509 |
| Unvested RS (12/31/2024) – 2024 grant | 10,793; MV $119,047 (at $11.03) | — |
| Unvested RS (12/31/2024) – 2023 grant | 4,900; MV $54,047 (at $11.03) | — |
| Unvested RS (12/31/2024) – 2022 grant | 871; MV $9,607 (at $11.03) | — |
| Options (Exercisable/Unexercisable) | None | — |
- Stock ownership/retention policy: Executives must retain 50% of net restricted stock until no longer employed; all restricted stock vests on change-in-control .
- Hedging/pledging: The Code prohibits hedging, short sales, options trading, and holding company stock in margin accounts, supporting alignment; transactions must be pre-cleared .
Employment Terms
| Element | Terms |
|---|---|
| Letter Agreement (Nov 15, 2022) | SVP/Operations effective Jan 3, 2023; $300,000 base (2023), discretionary bonus up to $35,000; participation in 2023 Incentive Compensation Plan; benefits; temporary housing and moving reimbursements; remains principal operating officer after promotion . |
| Promotion to COO | Effective Sep 16, 2024; continues under existing agreement terms and compensation framework . |
| Change-in-Control Agreement | Executed Sep 30, 2025; lump-sum payment of 1.5× the average of last 3 years’ base salary plus annual cash bonus within 45 days of change-in-control; potential requirement to remain employed up to 6 months (then paid upon completion); parachute excise tax gross-up provided; single-trigger payment with possible continued employment condition . |
| Equity Plans on CoC | Options (if any) and restricted stock fully vest upon change-in-control under 2005/2023 plans . |
| Clawback/Recovery | Company retains rights to adjust or recover incentive compensation if performance measures are restated/adjusted . |
Performance Compensation – Payout Mechanics
| Metric | Weighting | Target | Actual | Payout | Vesting Notes |
|---|---|---|---|---|---|
| Annual Bonus (SVP/COO) | Discretionary | Up to $35,000 | 2023: $35,000; 2024: $35,000 | $35,000 (each year) | Cash; no explicit formal performance formula disclosed for Leland. |
| Restricted Stock | N/A | Grant-based | Granted annually | See Fair Values above | 3-year pro-rata vest; accelerated at change-in-control |
Compensation Committee Analysis and Peer Group
- Committee objectives emphasize equity participation and at-risk pay; awards have shifted to restricted stock since 2008 to avoid underwater options and share overhang .
- Peer references for compensation comparisons include Beasley Broadcast Group, Audacy, Cumulus, Entravision, Urban One, Salem Media Group, Townsquare, Sirius XM, Spanish Broadcasting System; not used for strict benchmarking .
- Say-on-pay outcomes: 61.1% support at the 2023 meeting (on 2022 compensation), and 73.9% support at the 2024 meeting (on 2023 compensation) .
Related Party Transactions and Governance Red Flags
- Hedging/short sales/margin accounts are prohibited by Code; transactions require pre-clearance by CFO—reducing alignment risks .
- No Leland-specific related party transactions disclosed; broader related party items (Christian family employment and split-dollar policy tax reimbursements) are noted at the company level .
Investment Implications
- Alignment: Leland’s compensation is modestly cash-heavy with consistent discretionary bonuses ($35k) and material multi-year restricted stock grants that vest on Dec 15 (2025/2026/2027), creating potential calendar-based selling pressure around vest dates; executives must retain 50% of net shares, tempering near-term float impact .
- Retention/Change-in-Control: Newly executed CoC agreement (Sep 2025) adds retention value and security (1.5× salary+bonus with gross-up), while equity accelerates—suggesting low immediate flight risk but meaningful payout optionality in strategic transactions .
- Operating Backdrop: TSR declined in 2024 ($67.80 on fixed $100) alongside net income compression to $3.46M, raising focus on operational execution under Leland’s COO tenure and the incentive structure’s discretion for non-CEO roles .
- Governance: Improved say-on-pay support (73.9%) and anti-hedging policies are positives; no evidence of option repricing or pledging .
Note: Insider Form 4 transaction-level detail was not disclosed in the proxies and related filings accessed here. If needed, we can query SEC Form 4s to evaluate timing/pricing of Leland’s trades for additional signals.