Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)(1) Employment Agreement – J.D. Crowley
On January 9, 2023, Audacy, Inc. (the “Company”), through its wholly-owned subsidiary, Audacy Services, Inc., entered into an employment agreement with J.D. Crowley, pursuant to which Mr. Crowley will serve as the Company’s Chief Digital Officer and President - Podcast and Streaming (the “Crowley Agreement”). The following is a summary description of the material provisions of the Crowley Agreement and by its nature is incomplete. For further information regarding the terms and conditions of the Crowley Agreement, reference is made to the complete text of the agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2022.
The Crowley Agreement has an initial term through March 31, 2026, with automatic one-year extensions following the initial term unless either party provides prior notice of non-extension. The Crowley Agreement provides for an annual base salary of $825,000 (effective as of January 1, 2023), which increases by three percent (3%) each January 1st. Mr. Crowley is eligible for an annual cash performance bonus as determined at the discretion of the Compensation Committee of the Board of Directors of the Company based on its review of the Company’s performance and Mr. Crowley’s performance for the year. Mr. Crowley’s target annual bonus amount is 80% of his annual base salary. In addition, the Crowley Agreement provides for an initial cash signing bonus of $325,000.
The Crowley Agreement also provides for an initial equity grant of 300,000 restricted stock units (“RSUs”) under the Audacy 2022 Equity Compensation Plan. These RSUs vest: (i) fifty percent (50%) on March 31, 2025; and (ii) fifty percent (50%) on March 31, 2026. These RSUs are in lieu of the potential vesting of 125,000 performance-based restricted stock units previously granted to Mr. Crowley on March 18, 2021. Accordingly, in connection with this grant, those prior performance-based restricted stock units were forfeited.
Mr. Crowley is eligible for future equity compensation with an aggregate annual target amount of $500,000 or such other amount as determined at the discretion of the Compensation Committee of the Board of Directors of the Company.
In the event that Mr. Crowley’s employment is terminated either by the Company without “cause” (other than due to disability) or by him for “good reason,” Mr. Crowley will be entitled to receive the following severance payments and benefits: (i) continued payment of his annual base salary for one year following the date of termination; (ii) a one-time bonus payment equal to the pro-rata portion of the amount of annual bonus received for the year immediately preceding the year of termination (or target annual bonus if such termination occurs before any annual bonus has been paid); and (iii) all of Mr. Crowley’s then-outstanding equity awards will continue to vest through the first anniversary of the date of termination as if he had remained employed through such date the (“Severance Benefits”).
