Brian G. Lawlor
E.W. SCRIPPSAbout Brian G. Lawlor
Brian G. Lawlor is President, Scripps Sports (since December 2022; previously President, Local Media from August 2017 to January 2023 and Senior Vice President, Broadcast from 2009 to 2017). He is 58 years old, with more than two decades of operating leadership at Scripps across local media and national sports rights . Compensation metrics emphasize operating cash flow and revenue: 2024 actual company operating cash flow was $563.9M (126% payout) and revenue was $2,509.8M (107% payout), producing a blended STI payout of 121.25% for named executives; 2023 metrics delivered 100% payout on operating cash flow and 88% on revenue .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The E.W. Scripps Company | President, Scripps Sports | 2022–present | Appointed to lead newly formed sports rights initiative leveraging Scripps’ local depth and national reach; key strategic reorg initiative in 2023 . |
| The E.W. Scripps Company | President, Local Media | 2017–2023 | Led local media division; awarded transaction bonus for extraordinary efforts on ION acquisition closing (2021) . |
| The E.W. Scripps Company | Senior Vice President, Broadcast | 2009–2017 | Division leadership across TV broadcast operations . |
| Scripps (WPTV) | Vice President/General Manager | 2004–2008 | Run-market leadership and station management (pipeline to corporate leadership) . |
Fixed Compensation
Multi-year summary compensation (USD):
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $775,000 | $790,000 | $805,800 |
| Bonus | — | $250,000 (discretionary, for Scripps Sports launch) | — |
| Stock Awards (grant-date fair value) | $839,649 | $509,377 | $246,464 |
| Non-Equity Incentive (STI earned) | $305,738 | $459,780 | $586,220 |
| Change in Pension Value/Deferred Earnings | — | $109,223 | — |
| All Other Compensation | $63,615 | $53,042 | $43,779 |
| Total | $1,984,002 | $2,171,422 | $1,682,263 |
Base salary and target STI:
| Item | 2023 | 2024 |
|---|---|---|
| Base salary commentary | 1.9% increase approved (reflecting expanded role) | Company-wide base increases capped at 2% (Lawlor: $805,800 realized) |
| Target STI (% of base) | 60% | 60% |
Long-term incentive (LTI) targets:
| Item | 2023 | 2024 |
|---|---|---|
| LTI target opportunity | $860,000 | $430,000 (50% reduction vs prior budget) |
| Allocation (PBRSU : TBRSU) | 50% : 50% | 50% : 50% (CEO at 60% PBRSU; others at 50%) |
Performance Compensation
Short-term incentive (STI) metrics and outcomes:
| Metric | Weighting | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|
| Company Operating Cash Flow (2023) | Not disclosed | $301.1 | $376.4 | $451.7 | $376.3 | 100% |
| Company Revenue (2023) | Not disclosed | $2,113.7 | $2,348.5 | $2,583.4 | $2,292.9 | 88% |
| Company Operating Cash Flow (2024) | Not disclosed | $341.3 | $487.6 | $633.9 | $563.9 | 126% |
| Company Revenue (2024) | Not disclosed | $2,227.7 | $2,475.2 | $2,722.7 | $2,509.8 | 107% |
STI blended payout (2024): 121.25% of target for all named executives, including Lawlor .
Long-term incentive (PBRSU) structure and outcomes:
- Performance goals: Company operating cash flow and revenue; same scale as STI; PBRSUs earned vest in four equal annual installments .
- 2023 PBRSU payout: 94% of target; first installment vesting May 1, 2024 .
- 2024 PBRSU payout: 117% of target; first installment vesting March 1, 2025 .
Equity Ownership & Alignment
Beneficial ownership (Class A common) and RSUs:
| Date (as of) | Class A Shares | RSUs convertible within 60 days | Total Class A (Shares+RSUs) | % of Class | Pledging/Hedging |
|---|---|---|---|---|---|
| Jan 31, 2023 | 157,484 | 38,668 | 196,152 | <1% | Hedging/pledging prohibited |
| Jan 31, 2024 | 180,031 | 31,223 | 211,254 | <1% | Hedging/pledging prohibited |
| Jan 31, 2025 | 205,909 | 48,053 | 253,962 | <1% | Hedging/pledging prohibited |
Outstanding and upcoming vesting (time-based RSUs) for Lawlor at 12/31/2024:
| Grant Date | Units Outstanding | Scheduled Vesting (per installment) |
|---|---|---|
| 3/1/2021 | 4,845 | 4,845 on 3/1/2025 |
| 3/1/2021 | 6,299 | 6,299 on 3/1/2025 |
| 3/1/2022 | 9,443 | 4,721 on 3/1/2025; 4,722 on 3/1/2026 |
| 3/1/2022 | 5,666 | 2,833 on 3/1/2025; 2,833 on 3/1/2026 |
| 5/1/2023 | 22,552 | 7,517 on 3/1/2025; 7,517 on 3/1/2026; 7,518 on 3/1/2027 |
| 5/1/2023 | 20,018 | 5,885 on 3/1/2025; 7,066 on 3/1/2026; 7,067 on 3/1/2027 |
| 3/1/2024 | 30,948 | 6,367 on 3/1/2025; 8,194 on 3/1/2026; 8,193 on 3/1/2027; 8,194 on 3/1/2028 |
| 3/1/2024 | 38,346 | 9,586 on 3/1/2025; 9,587 on 3/1/2026; 9,586 on 3/1/2027; 9,587 on 3/1/2028 |
| Total time-based RSUs | 138,117 | See above |
Stock vested:
| Year | Shares Acquired on Vesting | Value Realized |
|---|---|---|
| 2023 | 40,817 | $761,013 |
| 2024 | 47,138 | $275,686 |
Ownership policies and alignment:
- Stock ownership guidelines in place for named executives; minimum holdings required (specific multiples not disclosed) .
- Hedging and pledging transactions prohibited by insider trading policy (no pledges for officers/directors; management table affirms none pledged) .
- Recoupment/clawback policy applies to cash and equity incentives upon a financial restatement; equity awards include forfeiture for detrimental activity .
Employment Terms
Executive Severance and Change-in-Control (CIC) economics (Lawlor):
| Scenario | 2022 Total | 2023 Total | 2024 Total |
|---|---|---|---|
| Voluntary termination | $2,056,383 (equity vesting on retirement eligibility) | $1,356,803 | $535,394 |
| Involuntary termination (without cause) | $3,269,325 | $2,610,059 | $1,841,598 |
| CIC (no termination) | $2,056,383 | $1,274,391 | $470,273 |
| Involuntary or Good Reason within 2 years after CIC (double-trigger) | $2,425,884 | $2,562,070 | $2,612,407 |
| Death | $2,806,383 | $2,049,391 | $1,121,878 |
| Disability | $2,806,383 | $2,131,803 | $1,341,194 |
Severance plan terms:
- Pre-CIC involuntary termination: cash severance equals 1× annual base plus target STI; pro-rated STI (post-day 45), lump-sum health premiums up to one year, financial planning for the year, and accelerated vesting of outstanding equity awards .
- Double-trigger (involuntary or Good Reason within 2 years after CIC): 2× base plus target STI; pro-rated STI at target; lump-sum health premiums up to two years; financial planning for the year; accelerated vesting of equity; plus lump-sum pension/SERP enhancement (one additional year of age in 2024 policy; previously two years) .
- Upon death or disability: pro-rated STI based on full-year actuals and 12 months of base salary; equity awards vest (per LTIP) .
Clawback, tax, and other governance provisions:
- Recoupment/clawback policy for cash and equity incentives upon restatement; equity awards forfeiture for detrimental activity .
- No excise tax gross-ups for golden parachute payments (policy removed in 2020) .
- LTIP provides full vesting upon change in control, death, disability, or retirement .
Pension and deferred compensation:
| Item | 2023 | 2024 |
|---|---|---|
| Scripps Pension Plan – Present Value | $476,706 | $470,012 |
| SERP – Present Value | $803,336 | $799,709 |
| Deferred Compensation – Executive Contributions | — (not tabulated) | $367,824 |
| Deferred Compensation – Company Match | — | $16,092 |
| Deferred Compensation – Aggregate Balance | — | $4,100,493 |
Compensation Structure Analysis
- Shift and variability: 2024 LTI targets cut by 50% vs prior budget, reducing equity at-risk pay (Lawlor LTI $430,000 vs $860,000 in 2023); while STI remained at 60% target, actual 2024 payout was elevated at 121.25% due to strong political-cycle revenue and operating cash flow, increasing cash-heavy total pay mix .
- Performance tie-ins: Both STI and PBRSUs are tied to company operating cash flow and revenue, with documented payouts (2023: 94% PBRSU; 2024: 117% PBRSU), indicating a clear pay-for-performance design aligned with cash generation and top-line growth .
- Discretionary elements: $250,000 discretionary bonus paid in early 2024 recognizing Lawlor’s contributions to launching Scripps Sports (non-formulaic recognition) .
- Governance safeguards: No hedging/pledging, robust recoupment, and removal of excise tax gross-ups mitigate red-flag risks; stock ownership guidelines require minimum holdings (specific multiple undisclosed) .
Investment Implications
- Alignment and signals: Incentive design is tightly linked to operating cash flow and revenue, with meaningful realized payouts (2024 STI 121.25%; PBRSU 117%), suggesting strong alignment to near-term financial execution and cash generation—particularly in political-ad cycles .
- Retention vs supply dynamics: Lawlor has 138,117 unvested time-based RSUs at 12/31/2024 with scheduled vesting through 2028; vested shares in 2023 (40,817) and 2024 (47,138) indicate ongoing delivery of stock, which can introduce mechanical sell pressure if monetized, although hedging/pledging is prohibited and actual sales were not assessed here .
- Change-in-control economics: Double-trigger benefits at 2× base+target STI with accelerated vesting provide protection but are within typical market norms; no excise gross-ups reduce shareholder-unfriendly optics .
- Pay-mix evolution: The 2024 reduction in LTI budgets tilts total pay toward cash outcomes; if LTI reductions persist, equity-based alignment and retention hooks could weaken despite ownership guidelines, though PBRSU payouts remain performance-contingent .
Note: No options awards or pledging were disclosed for Lawlor; equity compensation is delivered via time-based and performance-based RSUs .