Adam P. Symson
E.W. SCRIPPSAbout Adam P. Symson
Adam P. Symson, age 50, is President & CEO of The E.W. Scripps Company (SSP) and a director since 2017, having served as COO (2016–2017), SVP Digital (2013–2016), Chief Digital Officer (2011–2013), and VP Interactive Media/Television (2007–2011). He holds a bachelor’s degree in communication from UCLA and previously worked at CBS stations WBBM and KCBS as well as CBS News and NBC News . During his tenure, SSP’s annual revenues and EBITDA have trended higher versus pre-COVID levels, aided by the ION acquisition and stronger political cycles: FY2020–FY2024 revenues rose from ~$1.78B to ~$2.48B and EBITDA from ~$426M to ~$583M, indicating improved operating scale; SSP’s incentive plans explicitly anchor to operating cash flow and revenue targets that were exceeded in 2024, supporting above-target payouts tied to corporate performance .
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($USD) | $1,780,095,000* | $2,235,268,000* | $2,417,706,000* | $2,257,216,000* | $2,477,287,000* |
| EBITDA ($USD) | $425,594,000* | $581,858,000* | $598,898,000* | $395,469,000* | $583,494,000* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The E.W. Scripps Company | President & CEO | Aug 2017–Present | Led acquisition of ION Media; expanded national networks; strengthened Local Media reach; steered COVID response; advanced ATSC 3.0 and CTV distribution . |
| The E.W. Scripps Company | Chief Operating Officer | Nov 2016–Aug 2017 | Elevated operational oversight; compensation reset to COO level with RSU grant signaling succession to CEO . |
| The E.W. Scripps Company | SVP Digital / Chief Digital Officer | 2011–2016 | Ran digital operations; revenue/content strategy in TV division’s interactive businesses . |
| The E.W. Scripps Company | VP Interactive Media/Television | 2007–2011 | Led interactive media initiatives in TV division . |
| Scripps TV division | Director of investigations and special projects; Director of news strategy and operations | Pre-2011 | Journalistic and operations leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No public company directorships disclosed; serves as SSP director and Executive Committee member . |
Fixed Compensation
| Component | 2024 Amount / Terms | Notes |
|---|---|---|
| Base Salary | $1,300,500 | 2% increase approved for 2024 given company-wide constraints . |
| Target Bonus (STI) | 110% of base salary | STI opportunity maintained; metrics: Operating Cash Flow and Revenue . |
| Actual STI Paid | $1,734,542 | Reflects 121.25% payout vs. target based on OCF and revenue over-performance . |
| Perquisites | $111,950 | Financial planning, exec physical, company matching; no personal aircraft use in 2024 . |
Performance Compensation
| Award | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 STI | Company Operating Cash Flow | 100% blended with Revenue | $487.6M | $563.9M | 126% | Cash in 2025 . |
| 2024 STI | Company Revenue | 100% blended with OCF | $2,475.2M | $2,509.8M | 107% | Cash in 2025 . |
| 2024 PBRSU | Company Operating Cash Flow | 50% (equal with Revenue) | Same targets as STI | $563.9M | 126% | 117% weighted average; 4-year ratable vesting from grant . |
| 2024 PBRSU | Company Revenue | 50% (equal with OCF) | Same targets as STI | $2,509.8M | 107% | Included above; 4-year ratable vesting . |
| One-Time PBRSU (2022 grant) | Operating Cash Flow (cumulative) | 65% | 2023–2027 program targets | Ongoing | Binary 0/100% per metric; pro-rata if certain terminations; full if CIC and targets achieved | Vests based on performance through 12/31/2027 . |
| One-Time PBRSU (2022 grant) | Relative TSR vs. U.S. Media GICS | 35% | ≥50th percentile over ≥3 yrs or on average | Ongoing | Binary 0/100% per metric | Vests based on performance through 12/31/2027 . |
| Time-Based RSUs (annual) | Time-based | — | — | — | — | 4 equal annual installments from grant date; CEO allocation 40% of 2024 LTI . |
| One-Time Time-Based RSU (2022) | Time-based | — | — | — | — | Cliff vest 12/31/2027; pro-rata on certain terminations; full on CIC . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Jan 31, 2025) | 499,866 Class A shares + 252,946 RSUs convertible within 60 days = 752,812 total; <1% of class . |
| Outstanding Unvested RSUs (12/31/2024) | Time-based: 876,815 units; PBRSU target tranche: 420,106; market value illustrative at $2.21 closing price . |
| Pledging/Hedging | Prohibited for directors and officers; no shares pledged by any officer/director . |
| Ownership Guidelines | CEO must hold ≥3x base salary; measured annually using 12-month average share price; CEO met guideline as of Oct 15, 2024 . |
| Stock Vested in 2024 | 223,819 shares vested; value realized $851,469 . |
Employment Terms
- Contract Term and Renewal: Employment agreement dated Aug 2, 2022 runs through Dec 31, 2027 with successive automatic annual renewals; if CIC occurs within 2 years of expiration, term extends to 2nd anniversary of CIC .
- Compensation Floors: Base ≥$1,275,000 (effective 1/1/2023), target STI ≥110% of salary, target LTI ≥$4,200,000 for FY2023; one-time $8,000,000 RSU award (70% PBRSU, 30% time-based) .
- Severance (pre-CIC): If involuntary termination without cause or resignation for good reason, cash equal to 2x salary+target bonus; pro-rated STI based on actual; 2 years COBRA; $15,000 financial planning; accelerated vesting of most equity; non-compete 18 months .
- Severance (post-CIC, double trigger): Same structure, with STI at target; additional lump-sum actuarial value for qualified/supplemental plans; COBRA up to 2 years .
- Single-Trigger Equity Acceleration: All outstanding equity awards vest upon a change in control irrespective of termination; considered shareholder-unfriendly by some investors .
- Example Severance Values (12/31/2024 assumption): Involuntary without cause total ~$7.51M; CIC single-trigger equity acceleration ~$2.87M; death/disability ~$3.34M .
Board Governance
- Board Service: Director since 2017; serves on Executive Committee; not independent (CEO) .
- Committee Structure: Independent Chair (Kim Williams) leads Board; all directors attended all Board and committee meetings in 2024; quarterly executive sessions of non-management directors .
- Independence: All committees (Audit, Compensation & Talent Management, Nominating & Governance) comprised of independent directors; company is a “controlled company” but not relying on exemptions .
- Lead Independent Director: Board has an independent Chair rather than Lead Director; independence mitigates dual-role concerns (CEO + Director) .
- Ownership and Voting Structure: Scripps Family Agreement controls a majority of voting Common Shares; Columbia Insurance (Berkshire Hathaway) holds warrant for 23,076,923 Class A shares at $13 .
Compensation Committee Analysis
- Membership and Role: Compensation & Talent Management Committee chaired by Kelly P. Conlin, with members Marcellus W. Alexander, Jr., Charles L. Barmonde, and Burton F. Jablin; oversees CEO evaluation, peer group, incentive plans, clawbacks, and stock ownership .
- Consultant: Korn Ferry retained since 2021; independence assessed; attends each committee meeting .
- Pay Design: Heavy emphasis on variable pay with STI and LTI linked to OCF and Revenue; clawback compliant with Nasdaq/Section 954; anti-hedging/pledging policy; stock ownership guidelines .
Compensation Structure Signals
- Year-over-Year Mix Shift: 2024 LTI opportunities were cut 50% due to budget constraints, then reinstated to 100% for 2025 with added one-time hurdle awards for NEOs (excluding CEO), signaling retention priority amid strategy execution .
- Performance Alignment: 2024 metrics (OCF, Revenue) exceeded targets, driving 121.25% STI payout and 117% PBRSU payout; suggests compensation aligned to corporate performance .
- Clawbacks and Detrimental Activity: Recoupment policy effective Oct 2, 2023 and plan-level forfeiture for detrimental activity strengthen governance .
Equity Ownership & Pledging Details
| Category | Detail |
|---|---|
| Total Beneficial Ownership | 752,812 shares/RSUs (Class A + RSUs within 60 days); less than 1% . |
| Vested vs. Unvested | Unvested time-based RSUs: 876,815; unearned PBRSUs target: 420,106; vesting schedule disclosed by grant . |
| Pledging/Hedging | Prohibited by policy; none pledged by officers/directors . |
| Director/Officer Ownership Guidelines | Executives: CEO 3x salary, others 2x; CEO met guideline as of Oct 15, 2024 . |
Employment Contracts, Severance, and Change-of-Control Economics
| Term | Provision | Amount/Detail |
|---|---|---|
| Agreement Term | Through 12/31/2027; auto-renewal; CIC-linked extension trigger | Contract dated 8/2/2022 . |
| One-Time Award | $8,000,000 RSUs | 70% PBRSU OCF/TSR; 30% time-based; 2027 vest horizon . |
| Pre-CIC Severance Multiple | 2x salary + target bonus | Plus pro-rated STI (actual), COBRA 2 yrs, $15k planning, equity accel (mostly) . |
| Post-CIC (Double Trigger) | 2x salary + target bonus | STI at target; added pension SERP actuarial uplift; COBRA up to 2 yrs; equity accel . |
| Single-Trigger Equity | Accelerated vesting at CIC | Applies to all NEOs; not contingent on termination . |
| Restrictive Covenants | Non-compete and non-solicit | Non-compete 18 months; confidentiality perpetual . |
Performance & Track Record
- Strategic Actions: Acquisition of ION Media; creation of national broadcast networks division; launch of Scripps Sports; portfolio optimization (radio, Stitcher, Triton divestitures) .
- 2024 Operational Outcomes: Record political advertising; exceeded budgeted OCF and revenue targets, delivering above-target STI/LTI payouts .
- Pension/SERP Context: Plans frozen; present values updated; CEO retains modest legacy accruals .
Say-on-Pay & Shareholder Feedback
- 2024 Advisory Vote: Holders of Common Voting Shares continued to show strong support for NEO compensation, endorsing emphasis on variable pay .
- Engagement: Regular outreach to Class A holders and leveraged financiers; multiple TMT conference participation .
Risk Indicators & Red Flags
- Single-Trigger CIC Equity Acceleration: All awards vest on CIC irrespective of termination; potential misalignment risk in control transactions .
- Excise Tax Treatment: Company does not provide 280G tax gross-ups; awards may be forfeited to avoid Excess Payment under 280G per plan mechanics .
- Hedging/Pledging: Prohibited; reduces alignment risk from collateral pledging .
- Clawbacks: Mandatory recoupment aligned with Nasdaq/Dodd-Frank; additional forfeiture for detrimental activity .
Equity Vesting Schedules (Selected)
| Grant | Units | Vesting Details |
|---|---|---|
| 3/1/2024 Time-Based RSU | 128,048 and 224,726 | 4 equal annual installments 3/1/2025–3/1/2028 . |
| 2024 PBRSU | Target tranches per table | Earned units vest in 4 equal annual installments from grant . |
| 5/1/2023 Time-Based RSU | 88,112 and 124,238 | Annual installments 2025–2027 . |
| 8/2/2022 Time-Based RSU | 180,045 | Cliff vest 12/31/2027 . |
| 8/2/2022 PBRSU | Target 420,106 | OCF/TSR matrix, 2023–2027 performance; vest based on achievement . |
Insider Selling Pressure
- 2024 Vesting Activity: 223,819 shares vested for CEO; value $851,469; vesting can create periodic liquidity events but hedging/pledging prohibited; no Form 4 sale data was disclosed in proxy excerpts reviewed .
- Note: Ongoing Form 4 monitoring recommended to assess open-market sales vs. tax withholding-driven dispositions.
Compensation Peer Group
- Methodology: U.S. broadcast/media companies on major exchanges with revenues ~0.5x–2.0x SSP; reviewed annually; Korn Ferry advises .
Board Service History, Committees, Independence
- Board Tenure: Director since 2017; age 50 .
- Committees: Executive Committee member .
- Attendance: All directors attended all meetings in 2024 .
- Independence: CEO classified as non-independent; Board committees composed of independent directors; independent Chair serves as governance counterbalance .
Investment Implications
- Pay-for-Performance: Above-target 2024 STI/LTI payouts tied to OCF and revenue reinforce alignment; continued focus on OCF and revenue in 2025 suggests incentive tailwinds if execution continues .
- Retention and Overhang: Significant unvested RSU balances and 2022 one-time award cliff in 2027 increase retention but create known vesting supply; monitoring vesting can inform trading liquidity windows .
- Governance Considerations: Single-trigger CIC equity acceleration is a potential red flag in M&A scenarios; clawbacks and anti-hedging/pledging mitigate risk; strong independent Chair and committee independence offset CEO dual-role concerns .
- Ownership Alignment: CEO meets ownership guideline; no pledging; beneficial ownership <1% reflects large float; meaningful RSU exposure ties wealth to equity outcomes .