Jason P. Combs
E.W. SCRIPPSAbout Jason P. Combs
Jason P. Combs is Executive Vice President and Chief Financial Officer of The E.W. Scripps Company, appointed effective January 7, 2021 following the closing of the ION Media acquisition; he joined Scripps in 2015 to lead FP&A after 14 years in corporate finance and treasury roles at Convergys . As CFO, he signs Section 906 Sarbanes‑Oxley certifications, underscoring financial reporting accountability . Executive incentive design ties pay to Company Operating Cash Flow and Revenue; in 2024, Operating Cash Flow was $563.9M vs a $487.6M target (126% payout) and Revenue was $2,509.8M vs a $2,475.2M target (107% payout), yielding a 121.25% blended STI payout and 117% PSU payout; in 2023, Operating Cash Flow was $376.3M vs a $376.4M target (100%) and Revenue was $2,292.9M vs a $2,348.5M target (88%), producing a 97% blended STI payout and 94% PSU payout .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The E.W. Scripps Company | Vice President, Financial Planning & Analysis | 2015–2020 | Led enterprise budget/forecast process; advised senior leaders on quarterly earnings, investor messaging, and key investment discussions . |
| The E.W. Scripps Company | Chief Financial Officer | Jan 2021–present | Appointed effective upon ION Media close; succeeded prior CFO amid strategic reorganization . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Convergys Corp. | Corporate Finance & Treasury roles | 14 years (prior to 2015) | Various roles in corporate finance and treasury, providing deep financial operations experience . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 600,000 | 675,000 | 688,500 |
| Target Bonus ($) | 360,000 (STI target grant) | 405,000 (STI target grant) | 413,100 (STI target grant) |
| Non‑Equity Incentive Plan Compensation ($) | 225,900 | 392,850 | 500,884 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | 734,724 | 1,036,533 | 286,584 |
| All Other Compensation ($) | 34,304 | 40,893 | 43,115 |
| Total Compensation ($) | 1,594,928 | 2,145,276 | 1,519,083 |
STI target percentage was maintained at 60% for Combs in 2022 and 2023 per Compensation Committee disclosures; 2024 grant target amounts align to ~60% of base salary (consistent with prior policy) .
Performance Compensation
Short‑Term Incentive (Company‑wide metrics and payouts)
| Metric | 2023 | 2024 |
|---|---|---|
| Operating Cash Flow – Target ($USD Millions) | 376.4 | 487.6 |
| Operating Cash Flow – Actual ($USD Millions) | 376.3 | 563.9 |
| Operating Cash Flow – Payout (%) | 100% | 126% |
| Revenue – Target ($USD Millions) | 2,348.5 | 2,475.2 |
| Revenue – Actual ($USD Millions) | 2,292.9 | 2,509.8 |
| Revenue – Payout (%) | 88% | 107% |
| Blended STI Payout (%) | 97.00% | 121.25% |
STI metrics definitions include automatic adjustments for M&A; results are audited and aligned to consolidated reporting .
Long‑Term Incentive (PSUs and RSUs)
| Item | 2023 | 2024 |
|---|---|---|
| PSU Grant Date | May 1, 2023 | March 1, 2024 |
| PSU Target Units (#) | 61,189 | 38,110 |
| PSU Grant Date Fair Value ($) | Included within $1,036,533 SCT stock awards; PSU high‑case fair value $777,402 per aggregate award data . | PSU high‑case fair value $214,940 per aggregate award data . |
| PSU Payout (%) | 94% (earned units vest over 4 years; first vest 5/1/2024) | 117% (earned units vest over 4 years; first vest 3/1/2025) |
| PSU Metrics & Weighting | Equally weighted: Company Operating Cash Flow and Revenue . | Equally weighted: Company Operating Cash Flow and Revenue . |
| RSU Grant Date | May 1, 2023 | March 1, 2024 |
| RSU Units (#) | 61,188 | 38,109 |
| RSU Grant Date Fair Value ($) | $518,262 | $143,290 |
| RSU Vesting | Four equal annual installments; accelerated on termination without cause, death, disability, retirement, or change in control . | Four equal annual installments; accelerated on termination without cause, death, disability, retirement, or change in control . |
LTI target opportunity for Combs increased to $1,750,000 in 2023 (50% PSUs/50% RSUs allocation for non‑CEO NEOs) and was reduced to $500,000 in 2024 due to financial position considerations; non‑CEO NEOs remained at 50% PSUs/50% RSUs .
Equity Ownership & Alignment
Beneficial Ownership Snapshot (Jan 31, 2024)
| Class A Shares | RSUs Convertible ≤60 days | Total Class A Equivalents | Percent of Class | Pledged |
|---|---|---|---|---|
| 21,410 | 15,182 | 36,592 | <1% (indicated as “*”) | None; Company prohibits hedging/pledging |
- Stock ownership guidelines: CEO 3x base salary; other NEOs 2x base salary; includes unvested time‑based and earned performance‑based RSUs in measuring compliance .
- Compliance: As of Oct 15, 2023, all NEOs met guidelines; as of Oct 15, 2024, Mr. Combs did not satisfy the guideline due solely to the decline in the 12‑month average stock price, but is within the 5‑year grace period post‑promotion; he retained all vested shares net of tax withholding .
- Deadline to comply for Combs (per prior disclosure): January 2026 .
Deferred Compensation (as of Dec 31, 2022)
| Executive Contributions ($) | Company Contributions ($) | Aggregate Earnings (Losses) ($) | Aggregate Balance ($) |
|---|---|---|---|
| 17,585 | 10,258 | (10) | 27,833 |
Combs did not participate in the frozen SERP (post‑2009 freeze date) .
Employment Terms
Severance & Change‑in‑Control Economics (as of Dec 31, 2023)
| Triggering Event | Cash Severance ($) | Welfare & Other Benefits ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Involuntary termination without cause | 1,080,000 | 7,586 | 1,243,883 | 2,331,469 |
| Change in Control (CIC) only | — | — | 1,243,883 | 1,243,883 |
| Involuntary or good reason after a CIC | 2,160,000 | 15,172 | — | 2,175,172 |
| Death | 675,000 | — | 1,243,883 | 1,918,883 |
| Disability | 675,000 | — | 1,243,883 | 1,918,883 |
- Cash severance is determined under the Executive Severance and Change in Control Plan; Combs’ STI target design is 60% of base, and CIC “double‑trigger” cash equals 2x (base + target STI), aligning cash multiple to ~3.2x base at 2023 pay levels .
- Clawback/recoupment: Mandatory recovery for restatement‑related overpayments effective Oct 2, 2023; equity awards also subject to forfeiture for “detrimental activity” (non‑compete/non‑solicit/confidentiality violations, fraud, etc.) .
- Hedging/pledging: Prohibited for directors/officers/key employees; none of Combs’ shares are pledged .
Performance & Track Record (operational context)
- Margin expansion: Networks margin improvement tracking toward the top end of a 400–600 bps goal; management targets 30%+ margins via expense optimization and programming mix .
- Connected TV growth: CTV revenue expected >$120M in the year, growing >35%+, supporting secular shift strategy alongside women’s sports rights expansion (WNBA extension, NWSL, event‑driven properties) .
- Industry headwinds: Linear general entertainment advertising remains challenged; 4Q guide down low double digits YoY due to political comp and macro pressures; focus on affiliate fee reductions and variable rate structures in network renewals .
- Political cycle footprint: Strong slate of competitive races into 2026 expected to drive cash flow and deleveraging .
Equity Ownership & Alignment (Policies/Guidelines)
| Policy/Practice | Key Terms |
|---|---|
| Stock Ownership Guidelines | CEO: 3x base; Other NEOs: 2x base; 5‑year grace for new/executive promotions; includes unvested time‑based and earned performance‑based RSUs; annual measurement (Oct 15) using 12‑month average stock price . |
| Hedging/Pledging | Prohibited under Insider Trading Policy (see 2024 10‑K exhibit); none pledged for Combs . |
| Recoupment (Clawback) | Mandatory restatement‑based recovery; plus award‑level forfeiture for “detrimental activity” . |
| Tax Gross‑Ups | No excise tax gross‑ups for golden parachutes . |
Compensation Structure Analysis
- Year‑over‑year mix: Combs’ 2024 stock awards fell to $286,584 from $1,036,533 in 2023 as the Committee halved LTI budgets (to $500,000 for Combs) amid financial positioning; cash STI rose with 2024 outperformance (500,884 vs 392,850) .
- Pay‑for‑performance integrity: Balanced weighting on Operating Cash Flow and Revenue (both STI and LTI), audited metrics, and long‑term vesting mitigate short‑term risk‑taking; 2024 PSUs paid at 117% and 2023 at 94% reflecting mixed top‑line vs cash flow outcomes .
- Ownership alignment: Policy requires 2x base salary; Combs’ compliance moving from met (2023) to not met (2024) due solely to stock price decline, with no discretionary selling; retention reinforced by multi‑year vesting and severance protection .
Say‑on‑Pay & Shareholder Feedback
- Shareholder support: Executive compensation received approval at the 2023 and 2022 annual meetings; Committee emphasizes variable pay and pay‑for‑performance culture in response to engagement feedback .
Equity Ownership & Alignment – Vesting Schedules (insider supply considerations)
- 2023 grants: Earned PSUs and time‑based RSUs vest in four equal annual installments beginning May 1, 2024; accelerations apply on certain terminations/CIC .
- 2024 grants: Earned PSUs and time‑based RSUs vest in four equal annual installments beginning March 1, 2025; accelerations apply on certain terminations/CIC .
Employment Terms – Other Considerations
- Deferred compensation plan: Executive Deferred Compensation Plan allows base/STI deferrals with matching credits; payments accelerate upon CIC‑related termination; Combs had modest participation in 2022 .
- SERP: Combs does not participate due to post‑freeze hire date .
Investment Implications
- Alignment and retention: Reduced 2024 LTI budget decreases near‑term equity issuance; multi‑year vesting and robust severance (2x base+STI on double‑trigger CIC) support retention but create event‑driven payout risk .
- Insider supply: Annual vesting dates (around Mar 1 and May 1) can introduce predictable tax‑withholding‑related flows; hedging/pledging prohibitions and documented non‑selling behavior through Oct 2024 mitigate discretionary selling pressure .
- Pay‑for‑performance signal: 2024 over‑achievement on Operating Cash Flow (126%) and strong Revenue (107%) drove 121.25% STI and 117% PSU payouts—positive execution signal even amid top‑line softness; continued CTV and women’s sports rights growth underpin medium‑term margin and cash flow ambitions .
- Governance quality: No tax gross‑ups, strict recoupment, and hedging/pledging bans reduce red‑flag risk; stock ownership guideline shortfall in 2024 is price‑driven with documented share retention—monitor compliance progression into January 2026 .