Tom Cox
TEGNAAbout Tom Cox
Tom Cox is Senior Vice President and Chief Growth Officer at TEGNA (TGNA) since February 2024. He is 47 and has 20+ years leading operations, strategy, and business development across media and technology; at TEGNA since 2011 he led cross-functional teams and served as President of Premion, the company’s CTV advertising service . Company performance metrics used to evaluate executive pay emphasize Adjusted EBITDA, Free Cash Flow, and Revenue; in 2024 TEGNA reported net income of $599.8M and Adjusted EBITDA of $931.5M, with TSR (fixed $100 investment) at 123.15 versus peer group TSR 87.01 . Annual bonus decisions consider revenue, operating income, EPS, adjusted EBITDA, EBITDA margins, subscription revenue, and free cash flow as % of revenue, with outcomes tied to performance against Board-approved goals and peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TEGNA | SVP, Business Development | Jun 2017–Jan 2020 | Corporate M&A and business development leadership |
| Premion (TEGNA) | President | Jan 2020–Feb 2024 | Led TEGNA’s streaming/CTV advertising business |
| TEGNA | Cross-functional leadership | 2011–present | Led teams across operations, strategy, BD |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Target Bonus ($) | Actual Bonus ($) | Retention Cash Included in 2024 Bonus ($) | Stock Awards ($, grant-date FV) | All Other Compensation ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 600,000 | 100% | 600,000 | 565,000 | 400,000 (one-time retention grant from 2023) | 1,200,000 | 24,734 |
Performance Compensation
2024 Performance Share Plan Design
| Metric | Weighting | Description |
|---|---|---|
| Adjusted EBITDA | 2/3 | Sum of actual vs target Adjusted EBITDA across two fiscal years |
| Free Cash Flow as % of Revenue | 1/3 | Aggregate Free Cash Flow as % of Revenue vs weighted target across two fiscal years |
Payout curve: below threshold (<80%) = 0%; threshold (80%) = 65%; target (100%) = 100%; maximum (110%+) = 200%, with straight-line interpolation .
2023 Performance Share Outcomes (Cycle: Jan 1, 2023–Dec 31, 2024)
| Metric | Company Target | Company Actual | Payout (%) | Cox PSUs Earned (Shares) | Service Vest Date |
|---|---|---|---|---|---|
| Adjusted EBITDA | $1,936,526,000 | $1,685,893,000 | 82.2% | 16,611 | Feb 28, 2026 |
| FCF as % of Revenue | 18.3% | 17.5% | 82.2% | 16,611 | Feb 28, 2026 |
RSUs – Vesting Mechanics
RSUs vest ratably over four years; acceleration occurs only on double-trigger change-in-control (qualifying termination within two years or awards not assumed) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 78,680; <1% of class |
| Investment position including DCP shares | 99,039 (includes 20,360 DCP shares not counted as “beneficial” under SEC rules) |
| Pledging/Hedging | None of directors/executives’ shares are pledged; hedging/short-selling/pledging prohibited |
| Stock ownership guideline | 1x base salary for Cox; all current NEOs exceed guidelines |
| Option awards | Company does not currently grant stock options/SARs |
| Say-on-Pay | 2024 approval: 89.7% of votes in favor |
Note: Attempt to retrieve recent Form 4 insider trading data for “Tom Cox” was unsuccessful; proxy data above reflects latest disclosed ownership and vesting.
Employment Terms
| Plan/Provision | Participation | Multiple/Benefits | Trigger Type | Notes |
|---|---|---|---|---|
| CIC Severance Plan (2015) | Yes | Multiplier 2.0; lump-sum = multiplier × (highest base salary in prior 12 months + greater of average last 3 bonuses or projected bonus) + prorated bonus; COBRA benefit = monthly cost × multiplier; excise tax cutback to avoid 4999 if beneficial | Double-trigger | COBRA estimate: $39,486 for Cox |
| Executive Severance Plan (TESP) | Yes | Multiple 1.5 × (base salary + average last 3 bonuses) + prorated bonus; subject to release and restrictive covenants (non-compete, non-solicit, confidentiality, non-disparagement) | Involuntary termination without cause | Company adopted Cash Severance Policy (shareholder approval >2.99x cap) |
| Equity treatment (Change in Control) | PSUs and RSUs | PSUs vest at target if CIC before performance period end; if CIC after performance period, vest earned amount; service vesting continues unless double-trigger applies or awards not assumed | Double-trigger | RSUs do not accelerate unless double-trigger or not assumed |
| Clawbacks/Recoupment | Applies to cash/equity incentive comp | Restatement-based clawback; recoupment for gross negligence/intentional misconduct causing material harm (up to 3 years) | N/A | NYSE/SEC-compliant executive officer clawback policy |
Vesting Schedules and Potential Selling Pressure
| Award | Shares | Vest Dates | Notes |
|---|---|---|---|
| RSUs (older grants) | 5,669 | Vested Feb 28, 2025 | Immediate liquidity event at vest |
| RSUs (older grants) | 7,489 | Vested Feb 28, 2025 | Immediate liquidity event at vest |
| RSUs (older grants) | 13,643 | 50% vested Feb 28, 2025; 50% on Feb 28, 2026 | Two-year vesting profile |
| RSUs (older grants) | 22,486 | 33.3% vested Feb 28, 2025; remaining on Feb 28, 2026 & Feb 28, 2027 | Three-year vesting |
| RSUs (time-based) | 40,268 | May 31, 2025 | Single-date vest (Heskett & Cox tranche) |
| RSUs (2024 grant) | 41,731 | 25% on Feb 28, 2025; Feb 28, 2026; Feb 28, 2027; Feb 29, 2028 | Annual tranches |
| PSUs (2022 cycle, earned at 74.6%) | 13,682 | Paid Feb 28, 2025 | Earned shares delivered on service vest completion |
| PSUs (2023 cycle, earned at 82.2%) | 16,611 | Service vest through Feb 28, 2026 | Earned; vesting continues |
| PSUs (2024 target) | 51,846 | Eligible to vest Feb 28, 2027 (subject to performance) | Two-year performance + three-year service |
Compensation Structure Analysis
- Shift toward RSUs/PSUs; no stock options granted, reducing risk of option repricing and aligning with time-based/service-based retention .
- 2023 one-time retention awards (cash + RSUs) following merger termination directly increased 2024 “Bonus” line-item ($400,000 for Cox) and provide two-year vesting, elevating near-term selling pressure as tranches vest in 2025–2026 .
- Annual LTI tied primarily to Adjusted EBITDA and Free Cash Flow as % of Revenue, with capped payouts and clawbacks, indicating stronger pay-for-performance alignment than pure discretionary structures .
Performance & Track Record
- 2023 PSUs paid at 82.2% of target based on $1.686B Adjusted EBITDA and 17.5% Free Cash Flow as % of Revenue; Cox earned 16,611 PSUs from that cycle, vesting through February 28, 2026 .
- Company-level pay-versus-performance disclosures show 2024 Adjusted EBITDA of $931.5M and TSR outperforming the peer group over the measured period, supporting incentive structures focused on EBITDA and cash flow .
Governance and Incentives Context
- Ownership guidelines (1x salary for Cox) met/exceeded; no pledging, hedging, or short selling permitted for executives .
- Compensation Committee uses independent consultant (Meridian) and market surveys; does not target fixed percentiles, relying on holistic performance assessment across quantitative/qualitative KPIs .
- 2024 Say-on-Pay support at 89.7% suggests investor alignment with program design .
Employment & Transactions Involvement
- As Chief Growth Officer, Cox is responsible for corporate M&A and business development, station affiliation partnerships, multichannel distribution, and Premion’s CTV advertising business .
- 8-K correspondence in August 2025 lists Cox among TEGNA’s key contacts during discussions relating to Nexstar, indicating direct involvement in strategic transactions .
Investment Implications
- Near-term supply from scheduled RSU vesting (Feb 2025–Feb 2028 and May 31, 2025 tranche) may create predictable insider selling pressure (tax withholding or diversification), though hedging/pledging is prohibited—monitor Form 4s around vest dates .
- Incentive emphasis on Adjusted EBITDA and Free Cash Flow as % of Revenue, plus capped payouts and clawbacks, ties Cox’s realizable pay to operational execution; 2023 PSU payout at 82.2% signals plan rigor amid below-target results .
- Double-trigger CIC and TESP severance (1.5×) provide retention and downside protection; COBRA benefits and no excise tax gross-ups reduce headline risk—watch for strategic transaction signals given Cox’s M&A mandate .