The table below sets forth certain information regarding those persons currently serving as our Executive Officers:
| | | | | |
| Name and Title | Background |
David J. Field Chairman, President and Chief Executive Officer | See “Board of Directors” above. |
Joseph M. Field Chairman Emeritus | See “Board of Directors” above. |
Susan R. Larkin Executive Vice President, and Chief Operating Officer | Susan R. Larkin (age 58) has served as our Executive Vice President and Chief Operating Officer of Audacy since May 2020. Ms. Larkin previously served as our Corporate Regional President and Senior Vice President/Market Manager of our New York Market from April 2018 until May 2020. From October 2017 through April 2018, Ms. Larkin served as a Corporate Regional Vice President and Senior Vice President/Market Manager for our San Francisco Market. Prior to joining us in July 2017, Ms. Larkin served as Regional Vice President for Cox Media Group as well as Vice President and Market Manager in their Orlando and Jacksonville markets. Ms. Larkin currently serves on the Executive Committee of the Board of Directors of The Radio Advertising Bureau. Ms. Larkin holds a B.A in Broadcast Communications from State University of New York at Oswego. Ms. Larkin has been named to Radio Ink’s Most Powerful People and Most Influential Women the last several years. |
Richard J. Schmaeling Executive Vice President, and Chief Financial Officer
| Richard J. Schmaeling (age 58) has served as our Executive Vice President and Chief Financial Officer since April 2017. Prior to that, he served as Chief Financial Officer of Travel Leaders Group, LLC, the largest travel agency company in the United States since July 2016. From August 2015 through June 2016, Mr. Schmaeling was Chief Financial Officer of MediaMath, Inc., a private equity controlled advertising technology company. From January 2015 through August 2015, Mr. Schmaeling provided integration consulting to Media General, Inc., a TV and digital media company, which acquired LIN Media, LLC, a local TV and digital media provider serving 23 markets and approximately 10% of U.S. households, where Mr. Schmaeling was Chief Financial Officer from 2008 through December 2014. Mr. Schmaeling is a Certified Public Accountant and has a B.S. in Accounting from Rutgers University. |
J.D. Crowley President - Podcast, and Streaming & Chief Digital Officer
| J.D. Crowley (age 41) currently serves as our Chief Digital Officer (since November 17, 2017) and President - Podcast and Streaming (since January 2023). Mr. Crowley previously served as our Executive Vice President - Digital Media (since November 17, 2017). Mr. Crowley oversees and leads the strategy and execution for our digital portfolio, including the Audacy direct-to-consumer platform, our Podcast Network and studios, and the QL Gaming Group. Prior to joining us in 2017, Mr. Crowley held various roles at CBS Corporation, including Executive Vice President of Digital for CBS Radio (from October 1, 2016 to November 17, 2017), and Senior Vice President and General Manager of Digital Media for CBS Television Distribution (from 2014 to 2016). He also co-founded and served as the Senior Vice President of CBS Brand Studio, an in-house digital video and branded content studio (from 2012 to 2014). Previously, Mr. Crowley served as Senior Supervising Producer at "Entertainment Tonight" and "The Insider" for Paramount Domestic Television and then CBS (From 2005 to 2010), and as a producer at KCAL/KCBS Television in Los Angeles (from 2003 to 2005). Mr. Crowley attended the University of Southern California. |
Andrew P. Sutor, IV Executive Vice President, General Counsel & Secretary | Andrew P. Sutor, IV (age 50) currently serves as our Executive Vice President (since November 17, 2017), General Counsel (since January 2013) and Secretary (since January 2014). Mr. Sutor has oversight of our Legal Department, Technical Operations Department, Human Resources Department, and Real Property/Facilities Department. Mr. Sutor previously served as our Senior Vice President (January 2013-November 2017), Vice President (September 2010-December 2012) and Corporate Counsel (2007-2010). Prior to joining Audacy in 2002, Mr. Sutor was an associate in the Business Law Department of Saul Ewing, LLP, a law firm based in Philadelphia, Pennsylvania. Mr. Sutor serves on the Board of Directors of the National Association of Broadcasters and the Board of Managers of the Broadcaster Traffic Consortium (BTC). Mr. Sutor has a J.D. from the Villanova University School of Law and a B.A. in both Economics and Political Science from the University of Pennsylvania. |
| | |
| TRANSACTIONS WITH RELATED PERSONS |
2022 Transactions
During 2022 there were no, and currently there are no proposed, transactions in which we were or are to be a participant where the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest, which would be required to be disclosed herein pursuant to Item 404(a) of Regulation S-K.
Policies and Procedures for Review, Approval, or Ratification
Our Board of Directors, upon the recommendation of our Nominating/Corporate Governance Committee, adopted a Related Party Transactions Policy. This policy provides that Interested Transactions with Related Parties, as defined in the policy, are subject to approval or ratification.
For purposes of the policy:
•an “Interested Transaction” is any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which: (i) the aggregate amount involved will or may be expected to exceed $100,000 in any calendar year; (ii) we are a participant; and (iii) any Related Party has or will have a direct or indirect interest (other than solely as a result of being a director or a less than ten percent beneficial owner of another entity).
•a “Related Party” is any: (i) person who is or was (since the beginning of the last year for which we have filed a Form 10-K and proxy statement, even if they do not presently serve in that role) an executive officer, Director or nominee for election as a Director; (ii) beneficial owner of greater than five percent of our common stock; or (iii) immediate family members of any of the foregoing. Immediate family members include a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law and anyone not falling into one of the foregoing categories who resides in such person’s home (other than a tenant or employee).
Under this policy, our Nominating/Corporate Governance Committee reviews the material facts relating to all Interested Transactions that require the Committee’s approval and either approves or disapproves of our entry into the Interested Transaction, subject to certain exceptions. If advance approval of an Interested Transaction by the Nominating/Corporate Governance Committee is not feasible, then the Interested Transaction shall be considered and, if the Committee determines it to be appropriate, ratified at the Committee’s next regularly scheduled meeting. In determining whether to approve or ratify an Interested Transaction, the Nominating/Corporate Governance Committee will take into account, among other factors it deems appropriate, whether the Interested Transaction is on terms no less favorable to us than terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the Related Person’s interest in the transaction.
Standing Pre-Approval for Certain Interested Transactions
Under the policy, certain transactions are deemed to be pre-approved by the Nominating/Corporate Governance Committee, even if the aggregate amount involved will exceed $100,000. These transactions include: (i) employment of executive officers; (ii) director compensation; (iii) certain transactions with other companies; (iv) certain charitable contributions; (v) transactions where all shareholders receive proportional benefits; and (vi) transactions involving competitive bids.
| | |
COMPENSATION DISCUSSION AND ANALYSIS |
OVERVIEW
Our executive officer compensation programs are comprised of the following elements: (i) base salary; (ii) incentive compensation (including annual cash incentive bonuses and equity grants); and (iii) other compensation such as employee benefit plans, including our 401(k) plan, employee stock purchase plan, deferred compensation plan, health insurance and life/disability insurance. Our executive officer compensation programs are designed to motivate our executive officers to attain financial, operational and strategic objectives. These programs generally provide incentives to achieve both annual and longer-term objectives. In making executive compensation determinations, we assess both the performance of our business and the performance of our executives relative to those objectives.
Our compensation policy has been to provide competitive compensation while also seeking to align the financial goals of our executives with those of our shareholders. The Compensation Committee (or the “Committee”) of our Board of Directors selectively utilizes equity awards to further this alignment.
Our Named Executive Officers (“NEOs”) are:
| | | | | |
| David J. Field | Chairman, President and Chief Executive Officer |
| Richard J. Schmaeling | Executive Vice President - Strategic Initiatives and Chief Financial Officer |
| Susan R. Larkin | Executive Vice President and Chief Operating Officer |
| J.D. Crowley | President - Podcast and Streaming and Chief Digital Officer |
| Andrew P. Sutor, IV | Executive Vice President, General Counsel and Secretary |
SHAREHOLDER OUTREACH AND RESPONSIVENESS
We have continued our engagement efforts to solicit shareholder feedback regarding our executive compensation programs and other matters of importance to the Company and our shareholders.
Scope of Our Outreach. We generally meet with all shareholders who request discussions with us. Throughout these meetings, we requested specific feedback on any issues these shareholders raised about our compensation program, our governance practices, and their thoughts on how we could address these issues. Our most recent Say-on-Pay advisory vote on executive compensation was in 2020. At the 2020 Annual Meeting of Shareholders, 94% of the votes cast (either for or against) in the Say-on-Pay advisory vote on executive compensation were in support of the Company’s compensation policies for the Named Executive Officers.
Engagement and Response Efforts. Our shareholder engagement included top members of management. Feedback received was shared regularly with the Board, including the Committee, for review and discussion. We historically take comprehensive and decisive actions in response to the input of our shareholders.
Key Issues of Discussion. In our meetings with shareholders, in addition to executive compensation, we discussed our governance record, Board leadership, composition and diversity.
BEST COMPENSATION PRACTICES
We believe firmly that it is our responsibility to follow best compensation practices. The table below highlights the compensation practices we embrace and those that we do not follow.
| | | | | |
| Things We Do | Things We Do Not Do
|
•Pay for performance: For 2022, incentive compensation was significantly reduced in light of our performance conditions and our company stock value. •Align executive compensation with shareholder value creation: 100% of executives’ long-term incentive compensation is denominated in company stock. •Utilize a mix of performance metrics: NEOs’ incentive pay is tied to an array of financial and individual performance goals. •Maintain stock ownership guidelines for our NEOs and directors. •Routinely engage with shareholders and solicit expansive feedback on our executive compensation program and our governance practices. •Align incentives with our business strategy. •Maintain a robust compensation clawback policy. •The Company has an Independent Lead Director. •Monitor and mitigate risks associated with our compensation programs. | •Directors and executive officers are prohibited from hedging or pledging Company securities. •No repricing or cashing-out of underwater stock options or stock appreciation rights without shareholder approval. •No tax gross-ups. •No payment of dividends on unvested equity awards. •No new deferrals under deferred compensation plans. •No payment of above-market interest on deferred compensation. •No excessive perquisites. •No defined benefit pension plan. •No single trigger of equity awards upon a change in control. |
PROCESS FOR ESTABLISHING COMPENSATION
Our Committee reviews and approves the corporate goals and objectives with respect to the compensation of our Chief Executive Officer. Our Committee is responsible for evaluating our Chief Executive Officer’s performance in light of these goals and objectives and, based upon this evaluation, sets our Chief Executive Officer’s compensation. In addition, our Committee reviews and sets the compensation of the executive officers other than our Chief Executive Officer. Finally, our Committee reviews and makes recommendations to our Board regarding our incentive compensation and equity-based plans and arrangements. Our Committee’s duties are memorialized in its charter, which is available on our website at www.AudacyInc.com.
Our Committee meets on a regularly scheduled basis at least two times per year, and typically more frequently as our Committee deems necessary or desirable. In 2022, the Committee met four times. In addition, members of our Committee monitor executive compensation trends and discuss compensation matters with our Chief Executive Officer, our Chief Financial Officer and among themselves informally throughout the year. This informal process facilitates the on-going monitoring of the appropriateness of our executive compensation packages and serves to prepare our Committee members for the formal meetings so that definitive compensation decisions can be more efficiently made at such meetings. In addition, our Committee from time to time has utilized and relied upon the analysis and recommendations of independent compensation consultants. For example, in 2021, the Committee utilized the services of Exequity LLP to assist with structuring a new employment agreement for our Chief Executive Officer and evaluating our incentive pay designs.
Our Committee is involved in compensation considerations throughout the year. The process for annual compensation changes and incentive compensation grants typically includes Committee deliberation as well as reports and recommendations made by management at the request of the Committee. Specifically, our Chief Executive Officer presents a report which highlights our performance as a company and the performance of our Chief Executive Officer during the preceding year, as well as compensation previously earned by senior management in prior years. Our Chief Executive Officer then provides our Committee with a recommendation for our executive officer compensation other than his own compensation. While no formal process for determining executive compensation is prescribed in the Committee’s charter or otherwise, this informal process has evolved over time.
Once it receives and considers the various pieces of information, reports and presentations described above, our Committee then meets without our Chief Executive Officer or other management present to determine the appropriate level of compensation. Our Committee sets the compensation of our Chief Executive Officer as well as the other Named Executive Officers.
As part of the process of amending and restating the employment agreement and compensation terms applicable to David J. Field, in 2021 management worked with Exequity to identify a compensation benchmarking peer group of 12 companies that are comparable to Audacy in terms of operational complexion and scale of business. The companies were identified through a process that included a review of companies serving as competitors for executive talent, a financial analysis of comparability to Audacy, and a review of companies that serve as compensation benchmarking peers of these companies. These companies are AMC Networks Inc.; Beasley Broadcast Group, Inc.; Cinemark Holdings, Inc.; Cumulus Media Inc.; Gray Television, Inc.;
iHeartMedia, Inc.; Meredith Corporation; Nexstar Media Group, Inc.; Sinclair Broadcast Group, Inc.; Sirius XM Holdings Inc.; Townsquare Media, Inc.; and Urban One, Inc.
While the Compensation Committee has opted to remain flexible with respect to aligning the target pay of Named Executive Officers in relation to that of the peer executives, the prospective total target pay arrangement of David J. Field established as part of his contract renewal was set at a level that is below the median peer total target pay level of the CEOs of the above peer companies.
ELEMENTS OF COMPENSATION
Base Salary. In setting base salaries for our Named Executive Officers, our Committee generally considers (i) the experience, capabilities, qualities, performance record and relative effectiveness of the individual, (ii) the scope and complexity of the position, and (iii) our size relative to the revenue of other media companies.
The annual base salary is intended to reward the executive officer for the day-to-day demands, complexities and difficulties of such officer’s job. The objective is to set base salaries at levels that the Committee and the applicable executive officer believe are fair, given the job functions and their individual performance and experience in relation to those job functions. The Committee attempts to provide annual base salaries that will help to retain the executives and discourage them from seeking or accepting other employment opportunities.
Annual Incentive Compensation. The annual incentive compensation opportunities are designed to provide a meaningful motivation for executives to accomplish critical objectives over the coming year.
In response to shareholder feedback, 75% of our NEOs’ 2022 annual cash incentives were directly tied to a pay-for-performance grid comprised of pre-established objective goals relating to Adjusted EBITDA. The remaining 25% of the NEOs’ 2022 cash incentive opportunity was tied to targeted goals and a qualitative assessment of performance within the responsibility of each NEO. The 2022 annual incentive awards targets were maintained at either the same percentage of base salary or a set dollar amount for each NEO.
The decision to increase or decrease cash bonuses from year to year is generally based on a variety of factors that our Committee deems appropriate, including our overall performance, the individual executive’s performance, the business environment which existed during the year and any extraordinary events that arose during the course of the year. We believe this flexibility and our history of appropriately rewarding performance provide a strong incentive to our executive officers to perform in a manner that will allow us to achieve our corporate objectives.
The Committee established the 2022 annual incentive opportunities based on a combination of factors, including each executive’s role and responsibilities, experience and skills, expected contribution to the Company and potential impact on Adjusted EBITDA. In the case of David J. Field’s target bonus, the Compensation Committee also established the prospective levels in partial reliance on the pay practices and levels of the peer companies referenced above. The bonus calculation for Adjusted EBITDA purposes is consistent with our publicly disclosed Adjusted EBITDA measure.
Our NEOs’ total 2022 annual incentive opportunities were established at the following levels:
| | | | | | | | | | | | | | |
| Executive | Below Threshold (% of Base Salary) | Threshold Bonus (% of Base Salary) | Target Bonus (% of Base Salary) | Maximum Bonus
(% of Base Salary) |
| David J. Field | -% | 67% | 200% | 300% |
| Richard J. Schmaeling | -% | 30% | 90% | 135% |
| Susan R. Larkin | -% | 22% | 67% | 100% |
| J.D. Crowley | -% | 19% | 57% | 86% |
| Andrew P. Sutor, IV | -% | 18% | 53% | 80% |
2022 Company-Wide Financial Goals. Our Committee structured the 2022 annual cash incentive program to include a combination of company-wide, business unit and individual performance goals, as appropriate, for the NEOs. In response to shareholder input in our outreach efforts, starting in 2021 we tied 75% of our NEOs’ annual bonus opportunities to a pre-established pay-for-performance grid covering Adjusted EBITDA.
The table below reflects the Adjusted EBITDA grids covering our NEOs for the financial portion of the 2022 bonus. The Committee assigned weightings to these metrics according to each executive’s primary accountability, as follows:
2022 Annual Incentive Financial Goals (dollars in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Below Threshold | Threshold | Target | Maximum |
| Level | Bonus Payable | Level | Bonus Payable | Level | Bonus Payable | Level | Bonus Payable |
| Adjusted EBITDA | <$269.9 | 0% | $270.0 | 33.0% | $341.0 | 100% | ≥$400.0 | 150% |
2022 Financial Performance (dollars in millions)
| | | | | | | | | | | | | | |
| 2022 Results | Bonus Payout % |
| $ | % vs. Threshold | % vs. Target |
| Adjusted EBITDA | $137.9 | 51.1% | 40.4% | 0% |
2022 Additional Bonus Objectives and Accomplishments. The remaining 25% of NEOs’ 2022 annual bonus opportunity was tied to the particular area of expertise and responsibilities of each executive, and a subjective evaluation of their performance in achieving those objectives.
Determination of CEO 2022 Annual Incentive Compensation. At the beginning of calendar year 2022, our Committee identified certain goals and objectives relating to the performance of our Chief Executive Officer. Specifically, for 2022 our Committee identified the following goals and objectives as follows:
•75% of the CEO’s annual incentive compensation for 2022 was tied to the achievement of the pre-established Adjusted EBITDA goal.
–The Company’s 2022 Adjusted EBITDA performed at 40.4% of Target and 51.1% of the Threshold, resulting in the financial component of Mr. Field’s 2022 bonus paying at 0% of the Targeted level ($0).
•25% of the CEO’s annual incentive compensation for 2022 was tied to a subjective and qualitative assessment of our CEO’s performance. In assessing this component, our Committee considered the Company’s performance together with the Committee’s evaluation of our 2022 CEO Goals and Objectives, as contemplated by NYSE Rule 303A.05(b)(i)(A).
–In light of these factors and the factors described below (under “NYSE CEO 2022 Goals and Objectives Evaluation), Mr. Field volunteered, and the Committee agreed, that Mr. Field would receive none of the 25% “subjective and qualitative” component of his 2022 Targeted annual bonus ($0).
NYSE CEO 2022 Goals and Objectives Evaluation.
•At the beginning of 2022, our Committee identified the following CEO Goals and objectives for 2022:
Achieve 2022 Adjusted EBITDA Target (#)
Exceed peer operating performance (*)
Exceed peer group stock performance (*)
Manage Leverage (*)
Execute Strategic Plan (*)
◦Enhance Audacy's competitive position and future growth opportunities.
◦Drive innovation and improvement across the company's businesses.
◦Maintain an excellent leadership team and winning culture.
# Represents 75% of CEO Aggregate Bonus Target
* Collectively represents 25% of CEO Aggregate Bonus Target
For purposes of operating performance, we considered the performance of commercial radio stations within each market where we operate. For purposes of the stock performance analysis, we considered our Radio Peers: Beasley Broadcast Group, Inc. Cumulus Media Inc. and iHeartMedia, Inc.; and our public company TV Peers: Nexstar Media Group, Inc. and Tegna, Inc.
Adjusted EBITDA is a “Non-GAAP Financial Measure.”
We calculate Adjusted EBITDA as net income (loss) available to common shareholders, adjusted to exclude: income taxes (benefit); income from discontinued operations, net of income taxes or benefit; total other income or expense; net interest expense; depreciation and amortization; time brokerage agreement fees (income); non-cash compensation expense (which is otherwise included in station operating expenses and corporate G&A expenses); other expenses related to refinancing; impairment loss, merger and acquisition costs, preferred stock dividends; COVID-19 related expenses (income); liability management expense; non-recurring expenses/recoveries, otherwise included in corporate or station expenses; non-recurring expense recognized for restructuring charges or similar costs, including transition and integration costs, net (gain) loss on early extinguishment of debt, and net (gain) or loss on sale or disposition of assets.
•With respect to our 2022 CEO Goals and Objectives, our Committee found:
–We did not achieve our 2022 Adjusted EBITDA target.
–With respect to exceeding our peer group’s operating performance, the Committee found that the Company did not exceed its peer group. In making this determination, the Committee considered the Company's revenue share versus our markets.
–With respect to exceeding our peer stock price performance, the Committee found that the Company’s 2022 stock performance did not exceed that of our public company Radio Peers (listed above) and our public company TV Peers (listed above).
–With respect to managing our leverage, the Committee found this goal was partially achieved. The Committee noted that the Company maintained compliance with 1st lien maintenance covenant and receivables facility’s liquidity minimum throughout 2022.
–With respect to executing our strategic plan, the Committee found this goal was partially achieved for the following reasons:
◦The Company’s 2022 operating results fell well short of performance objectives, significantly impacted by macroeconomic deterioration and challenging ad market headwinds.
◦The Company successfully pivoted to an aggressive action plan to navigate the emerging ad recession. Specifically, the Company faced deep challenges beginning in the second quarter as advertising conditions deteriorated significantly at a time when Adjusted EBITDA was still recovering and the Company was in the midst of a significant acceleration of both capital expenses and operating expenses driven by various transformational investments and initiatives. The Company moved quickly to develop and execute an aggressive strategic action plan to address the crisis and to be in the best possible position to navigate the storm.
◦The Company successfully monetized several non-strategic assets to bolster liquidity.
•Final Determination of CEO 2022 Annual Incentive Compensation. Based on the above factors, Mr. Field received no cash bonus for 2022 (i.e., $0).
Determination of Other NEOs’ 2022 Annual Incentive Compensation.
75% Financial Bonus Component. The approach to determining the 75% financial bonus component for the remaining NEOs was the same as described above for the CEO. Since the Adjusted EBITDA goal was not achieved, there was no bonus attributable to this metric.
| | | | | | | | | | | |
| 75% - Adjusted EBITDA Based Bonus Component |
| Executive | Bonus Target
(Adjusted EBITDA Based)
75% of Total Target | % of Bonus Target
(Adjusted EBITDA Based)
Earned | Amount
Earned |
| David J. Field | $2,025,000 | 0% | $0 |
| Richard J. Schmaeling | $550,829 | 0% | $0 |
| Susan R. Larkin | $375,000 | 0% | $0 |
| J.D. Crowley | $300,000 | 0% | $0 |
| Andrew P. Sutor, IV | $243,750 | 0% | $0 |
25% Non-Financial Bonus Component. Based on the same Company-wide performance results cited above in this Compensation Discussion and Analysis and the Committee’s assessment of the additional 25% bonus factor the final 2022 bonus amounts were determined at the following levels:
| | | | | | | | | | | |
| 25% - Non-Financial Bonus Component |
| Executive | Bonus Target
(Non-Financial Based)
25% of Total Target | % of Bonus Target
(Non-Financial Based)
Earned | Amount
Earned |
| David J. Field | $675,000 | 0% | $0 |
| Richard J. Schmaeling | $183,610 | 100% | $183,610 |
| Susan R. Larkin | $125,000 | 50% | $62,500 |
| J.D. Crowley | $100,000 | 75% | $75,000 |
| Andrew P. Sutor, IV | $81,250 | 100% | $81,250 |
2022 Total Bonuses Earned. Accordingly, the 2022 total cash bonuses earned by our NEOs were as follows:
| | | | | | | | | | | |
| 2022 Total Bonus Earned |
| Executive | Total
Bonus Target | % of Bonus
Total
Target Earned | Total
Amount
Earned |
| David J. Field | $2,700,000 | 0% | $0 |
| Richard J. Schmaeling | $734,439 | 25.0% | $183,610 |
| Susan R. Larkin | $500,000 | 12.5% | $62,500 |
| J.D. Crowley | $400,000 | 18.8% | $75,000 |
| Andrew P. Sutor, IV | $325,000 | 25.0% | $81,250 |
Equity Compensation. To promote our long-term objectives, the Audacy 2022 Equity Compensation Plan permits awards to our executive officers who are in a position to make a significant contribution to our long-term success. Such equity awards are permitted to be made in the form of nonqualified stock options, incentive stock options, stock appreciation rights and restricted stock / restricted stock unit awards and dividend equivalents.
In 2022 we again deferred our typical first quarter equity compensation grants for a full year until the first quarter of 2023. On February 23, 2023, we granted restricted stock units (“RSUs”) to our NEOs. We awarded RSUs in order to align executive pay with shareholder value creation and to promote the retention of senior executive talent. Given the reduced incentive levels resulting from the impact of the present macroeconomic climate the and lingering impacts of the pandemic, retention of critical talent is especially vital.
Specifically, on February 23, 2023, the Committee granted two tranches of equity awards to our NEOs including: (i) the deferred 2022 equity awards; and (ii) the 2023 annual awards (returning us to a normalized grant cycle).
| | | | | | | | | | | | | | |
| The Deferred 2022 Equity Awards |
| Named Executive Officer | Contractual Target | # of Shares Underlying
Deferred 2022 RSU Grant | Grant Date Value
(@$0.23 p/share) | Value as a Percent of Target |
| David J. Field | No Target | 125,000 | $28,750 | N/A |
Richard J. Schmaeling (FN1) | $509,200 (FN2) | 210,000 | $48,300 | 9.5% |
| Susan R. Larkin | $500,000 | 185,000 | $42,550 | 8.5% |
| J.D. Crowley | N/A (FN3) | -- | -- | N/A |
| Andrew P. Sutor, IV | $300,000 | 100,000 | $23,000 | 7.7% |
FN1: In light of the Company’s stock price (i.e., $0.23 per share on the date of grant), the Committee elected to grant equity compensation to Mr. Schmaeling solely in the form of time-based RSUs, rather than a mix of performance-based and time-based RSUs.
FN2: The target for Mr. Schmaeling was $500,000 plus 40,000 RSUs (or $9,200 assuming a grant date market closing price of $0.23).
FN3: Mr. Crowley entered into an employment agreement on January 9, 2023 which included an initial equity grant of 300,000 RSUs in lieu of any deferred 2022 equity Grant.
These grants are time-based RSU awards that vest: 50% on March 31, 2024; 25% on March 31, 2025; and the remaining 25% on March 31, 2026.
| | | | | | | | | | | | | | |
| The Annual 2023 Equity Awards |
| Named Executive Officer | Contractual Target | # of Shares Underlying
Annual 2023 Equity Award | Grant Date Value
(@$0.23 p/share) | Value as a Percent of Target |
| David J. Field | No Target | 125,000 | $28,750 | N/A |
Richard J. Schmaeling (FN1) | $506,900 (FN2) | 210,000 | $48,300 | 9.5% |
| Susan R. Larkin | $500,000 | 185,000 | $42,550 | 8.5% |
| J.D. Crowley | $500,000 | 160,000 | $36,800 | 7.4% |
| Andrew P. Sutor, IV | $300,000 | 100,000 | $23,000 | 7.7% |
FN1: In light of the Company’s stock price (i.e., $0.23 per share on the date of grant), the Committee elected to grant equity compensation to Mr. Schmaeling solely in the form of time-based RSUs, rather than a mix of performance-based and time-based RSUs.
FN2: The target for Mr. Schmaeling was $500,000 plus 30,000 RSUs (or $6,900 assuming a grant date market closing price of $0.23).
These grants are time-based RSU awards that vest: 50% on February 16, 2025; 25% on February 16, 2026; and the remaining 25% on February 16, 2027.
Other Compensation. Our Committee has provided for a number of additional elements of benefit based compensation. These components are designed to accomplish a variety of objectives including: (i) maximizing the full benefit under applicable tax regulations (e.g., our 401(k) plan); (ii) providing for the health and welfare of our executives and their families (e.g., our medical, disability and life insurance plans); (iii) conveying a level of security in the context of any possible change of control (e.g., our general severance policy as well as specific severance and change of control agreements); and (iv) providing executives with an appropriate level of perquisites (e.g., our car allowance policy).
401(k) Plan. We maintain a 401(k) Plan which is generally available to all of our full-time employees. Executive officer participation in this plan is on the same basis as our other employees. All of our Named Executive Officers participate in our 401(k) Plan.
Deferred Compensation Plans. We maintain deferred compensation plans for our corporate and station management employees as well as our non-employee directors. Under each plan, participants were permitted to defer a portion of their compensation for specific time periods. Our obligations under such plans are unsecured. Effective January 1, 2018, further contributions under these plans have been frozen beginning with any contribution elections covering the 2018 year.
Employee Benefit Plans. We have a number of benefit plans available to all of our full-time employees. These benefits include Medical Insurance, Dental Insurance, voluntary Short-Term Disability Insurance, Long-Term Disability Insurance, Life Insurance and Accidental Death and Dismemberment Insurance, a MEDEX Travel Assist Program and Vision Insurance.
Employee Stock Purchase Plan. In order to promote alignment with shareholder value creation, we maintain an Employee Stock Purchase Plan pursuant to which participating employees can purchase up to $25,000 of our Class A common stock per year at a discount of up to 15%. Purchases are made four times per year and are funded through payroll deductions. Effective January 1, 2023, we suspended our Employee Stock Purchase Plan.
Severance and Change-of-Control Benefits. We have a severance policy, which is applicable to all of our employees. Under this policy, full-time employees are eligible for up to fifteen weeks of severance (subject to certain requirements). Our employment agreements with each of our Named Executive Officers govern severance for those officers. The applicable severance and change of control provisions for each such officer are described below.
Personal Usage of Jet Card. We participate in a limited jet card program. We permit our Chairman, CEO/President, Chairman Emeritus and other executive officers approved by our CEO/President to use our jet card for personal use, subject to the terms of our Aircraft Usage Policy. Under this policy, our executives must reimburse us for all usage and other incremental charges relating to any such flight(s). While this personal usage is by definition a perquisite, as it is not generally available to all of our employees, there is no associated dollar value of compensation since the executives reimburse us for the entire cost for each personal flight.
Car Allowance. Two of our Named Executive Officers, David J. Field and Richard J. Schmaeling, are provided with car allowances.
NAMED EXECUTIVE OFFICER EMPLOYMENT AGREEMENTS AND SEVERANCE
David J. Field, Chairman, President and Chief Executive Officer. Our Principal Executive Officer is David J. Field. Mr. Field serves as our President and Chief Executive Officer pursuant to an amended and restated employment agreement dated December 14, 2021 (but effective as of January 1, 2022). This agreement has an initial term of three years with automatic one year extensions following the initial term unless either party provides prior notice of non-extension. Mr. Field’s agreement provides for: (i) an annual base salary of $1,350,000 and (ii) an annual cash performance-based bonus target of 200% of his annual base salary. Mr. Field’s salary for 2022 was $1,349,255.
•Incentive Compensation. For services during 2022, our Committee did not award any bonus to Mr. Field
•Equity Incentive Compensation. In 2022, in light of the lingering impact of the COVID-19 pandemic and the present macroeconomic climate, the Company again postponed making its annual equity incentive awards until the first quarter of 2023. On February 23, 2023, our Committee awarded Mr. Field the equity awards described in the tables above.
Termination / Severance Compensation. Mr. Field’s employment agreement may be terminated by either party. In the event that Mr. Field is terminated by us without cause (as defined in the agreement) or he resigns for good reason (as defined in his agreement) prior to the execution of a binding agreement which would result in a change in control (as defined in his agreement), if consummated, or more than two years following a change in control, subject to his execution of a release of claims against us, all of Mr. Field’s outstanding equity compensation awards that vest on the basis of our performance will become fully vested and we will pay him a lump sum payment in an amount equal to the greater of: (i) the sum of two years’ annual base salary and two times the highest annual bonus paid during the preceding three-year period, or (ii) the sum of the base salary and annual bonuses that would otherwise have been payable through the end of the then current term of the agreement. If such termination occurs (a) following the execution of a binding agreement which would result in a change in control if consummated; or (b) prior to the two-year anniversary of a change in control; in each case subject to his execution of a release of claims against us, all of Mr. Field’s outstanding equity compensation awards will become fully vested, and we will pay him a lump sum payment in an amount equal to the sum of three years’ annual base salary and three times the highest annual bonus paid to him during the preceding three-year period. We will also pay his COBRA premiums for continued health coverage, to the extent he elects such coverage, for a period of up to eighteen months.
Furthermore, in the event that Mr. Field dies or becomes disabled, then all of Mr. Field’s outstanding equity compensation awards that vest on the basis of our performance will become fully vested and we will pay him (or his estate, if applicable) a lump sum payment in an amount equal to the sum of two years’ annual base salary and two times the highest annual bonus paid during the preceding three-year period, and we will also pay his COBRA premiums for continued health coverage, to the extent he elects such coverage, for a period of up to eighteen months.
Finally, Mr. Field’s agreement also provides that in the event of a change in control where Mr. Field’s employment is terminated within 24 months thereof, all of Mr. Field’s then outstanding equity compensation awards will become fully vested and exercisable.
Richard J. Schmaeling, Executive Vice President and Chief Financial Officer. Richard J. Schmaeling serves as our Executive Vice President - Strategic Initiatives and Chief Financial Officer pursuant to an employment agreement dated April 12, 2021 (but effective May 1, 2021). The term of this agreement extends through April 30, 2025. Mr. Schmaeling’s agreement provides for: (i) an annual base salary; (ii) an annual cash performance-based bonus target of 90% of his annual base salary; and (iii) annual equity grants with a target of $500,000 (including a target of $350,000 of time based equity compensation and $150,000 of performance based equity compensation) plus 50,000 RSUs in 2021, 40,000 RSUs in 2022, 30,000 RSUs in 2023, and 20,000 RSUs in 2024. Mr. Schmaeling’s salary for 2022 was $815,692. Mr. Schmaeling is eligible to participate in our benefit plans generally available to our senior executive officers as described above.
•Incentive Compensation. In recognition of his services during 2022, and in light of the considerations described above and in accordance with the terms of his employment agreement, on February 23, 2023, our Committee awarded Mr. Schmaeling a bonus of $183,610.
•Equity Incentive Compensation. In 2022, in light of the lingering impact of the COVID-19 pandemic and the present macroeconomic climate, the Company again postponed making its annual equity incentive awards until the first quarter of 2023. On February 23, 2023, our Committee awarded Mr. Schmaeling the equity awards described in the tables above.
Termination / Severance Compensation. In the event that Mr. Schmaeling’s employment is terminated either by the Company without “cause” (other than due to disability) or by him for “good reason,” in either case prior to the execution of a binding agreement which would result in a “change in control” (each as defined in his employment agreement) if consummated, or more than twelve months following a change in control, then, subject to his execution of a general release of claims and continued compliance with the restrictive covenants and other covenants set forth in his employment agreement, Mr. Schmaeling 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. Schmaeling’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.
If Mr. Schmaeling’s employment is terminated either by the Company without cause (other than due to disability) or by him for good reason, in either case, during the period commencing on the date of execution of a binding agreement which would result in a change in control, if consummated, and ending on the twelve-month anniversary of a change in control, then Mr. Schmaeling will be entitled to receive the severance payments and benefits described in the immediately preceding paragraph (subject to his execution of a general release of claims and continued compliance with the restrictive covenants and other covenants set forth in this employment agreement), except that all of Mr. Schmaeling’s then-outstanding equity awards that vest solely on the basis of time will become fully vested and immediately exercisable or settled as of the date of such termination of employment (which shall be in lieu of any continued vesting).
Finally, if his agreement terminates at the end of the term and the Company made a “Qualified Offer” (i.e., an offer to continue employment with a salary and bonus package that is equal to or greater than Mr. Schmaeling’s then current salary and annual incentive bonus package) not later than April 1, 2025, then Mr. Schmaeling will not be entitled to any severance. However, if the Company has not made a Qualified Offer and Mr. Schmaeling’s employment terminates at the end of the term, then he will receive his base salary for one year following the date of termination, subject to his execution of a general release of claims and continued compliance with the restrictive covenants and other covenants set forth in the Employment Agreement.
Susan R. Larkin, Executive Vice President and Chief Operating Officer. Susan R. Larkin serves as our Executive Vice President and Chief Operating Officer pursuant to an employment agreement dated as of March 4, 2020 (but effective May 5, 2020) and amended on December 14, 2021. The term of this agreement continues through May 4, 2023. Ms. Larkin’s agreement provides for: (i) an annual base salary; (ii) an annual cash performance-based bonus target of $500,000; and (iii) annual equity grants with a target grant value of $500,000. Ms. Larkin’s salary for 2022 was $750,000. Ms. Larkin is eligible to participate in our benefit plans generally available to our senior executive officers as described above.
•Incentive Compensation. In recognition of her services during 2022, and in light of the considerations described above and in accordance with the terms of her employment agreement, on February 23, 2023, our Committee awarded Ms. Larkin a bonus of $62,500.
•Equity Incentive Compensation. In 2022, in light of the lingering impact of the COVID-19 pandemic and the present macroeconomic climate, the Company again postponed making its annual equity incentive awards until the first quarter of 2023. On February 23, 2023, our Committee awarded Ms. Larkin the equity awards described in the tables above.
Termination / Severance Compensation. In the event that Ms. Larkin’s employment is terminated by the Company without “cause” (as defined in her employment agreement), Ms. Larkin will be entitled to receive, as severance: (i) the
continued payment of her annual base salary for twelve months following the date of termination; (ii) a one-time bonus in an amount equal to the annual incentive bonus that she was paid in the year immediately preceding the year in which the termination occurs, prorated in accordance with the number of quarters (whole or partial) in which she worked in the year in which such termination occurs; and (iii) all grants of equity made through the effective date of such termination will continue to vest through the period ending on the one-year anniversary of such termination, as if she had remained employed hereunder through that date.
Ms. Larkin’s employment agreement provides that either party may provide notice of non-renewal. If the Company gives notice of non-renewal and Ms. Larkin’s employment is therefore terminated, Ms. Larkin will be entitled to receive, as severance, the items specified in Clause (i) and (ii) in the prior paragraph. If Ms. Larkin gives notice of non-renewal and Ms. Larkin’s employment is therefore terminated, Ms. Larkin will be not be entitled to additional compensation.
J.D. Crowley, President - Podcast and Streaming and Chief Digital Officer. J.D. Crowley serves as our Chief Digital Officer and President - Podcast and Streaming pursuant to an employment agreement dated as of January 9, 2023. The term of this agreement continues through March 31, 2026 with automatic one-year extensions unless either party provides prior notice of non-extension. Mr. Crowley’s agreement included a signing bonus of $325,000 and an initial equity award of 300,000 restricted stock units. These RSUs vest: (i) fifty percent (50%) on March 31, 2025; and (ii) fifty percent (50%) on March 31, 2026, in each case subject to Mr. Crowley's employment on the vesting date. Mr. Crowley’s agreement provides for: (i) an annual base salary; (ii) an annual cash performance-based bonus target of 80% of his annual base salary; and (iii) annual equity grants with a target of $500,000 or such other amount as determined at the discretion of the Committee. Mr. Crowley’s salary for 2022 was $700,000. Under this agreement, Mr. Crowley also received certain other benefits as provided from time to time to our senior executive officers. See below under the heading “Termination or Change-In-Control Payments.”
•Incentive Compensation. In recognition of his services during 2022, and in light of the considerations described above and in accordance with the terms of his employment agreement, on February 23, 2022, our Committee awarded Mr. Crowley a bonus of $75,000.
•Equity Incentive Compensation. In 2022, in light of the lingering impact of the COVID-19 pandemic and the present macroeconomic climate, the Company again postponed making its annual equity incentive awards until the first quarter of 2023. On February 23, 2023, our Committee awarded Mr. Crowley the equity award described in the table above.
Termination / Severance Compensation. 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”).
If Mr. Crowley’s employment is terminated by the Company without Cause, by Mr. Crowley for “good reason” or Mr. Crowley’s employment agreement is not renewed by the Company as a result of a Change of Control, during the period commencing on the date of execution of a binding agreement which would result in a Change in Control if consummated and ending on the twelve (12) month anniversary of the consummation of such Change in Control, then Mr. Crowley would be entitled to the Severance Benefits. In addition, all of Mr. Crowley’s then-outstanding equity grants, to the extent not previously vested, which are subject to vesting solely on the basis of time, would fully vest and become immediately exercisable or settled as of the date of such termination of employment.
Andrew P. Sutor, IV, Executive Vice President, General Counsel and Secretary. Andrew P. Sutor, IV serves as our Executive Vice President, General Counsel and Secretary pursuant to an employment agreement dated as of May 15, 2017, and amended on February 20, 2020. The term of this agreement continues through December 31, 2023, with automatic one-year extensions following the initial term unless either party provides prior notice of non-extension. Mr. Sutor’s agreement provides for: (i) an annual base salary of $575,000; (ii) an annual cash performance-based bonus target of $325,000; and (iii) annual equity grants with a target of $300,000. Mr. Sutor’s salary for 2022 was $609,676.
•Incentive Compensation. In recognition of his services during 2022, and in light of the considerations described above and in accordance with the terms of his employment agreement, on February 23, 2023, our Committee awarded Mr. Sutor a bonus of $81,250.
•Equity Incentive Compensation. In 2022, in light of the lingering impact of the COVID-19 pandemic and the present macroeconomic climate, the Company again postponed making its annual equity incentive awards until the first quarter of 2023. On February 23, 2023, our Committee awarded Mr. Sutor the equity awards described in the tables above.
Termination / Severance Compensation. In the event that Mr. Sutor’s employment (i) is terminated by the Company without “Cause”; or (ii) terminates as of December 31, 2023, or any December 31 thereafter due to a notice of non-renewal by the Company and the Company has not made an offer of continued employment at the same then current salary and bonus opportunity, Mr. Sutor will be entitled to receive, as severance, the continued payment of his annual base salary for twelve months following the date of termination (subject to his execution of a general release of claims and continued compliance with the restrictive covenants and other covenants set forth in his employment agreement). In addition, in the event of a termination of his agreement without Cause, where the Company has not made a Qualified Offer, or by the Company in breach of his Agreement, then: (i) all of Mr. Sutor’s then-outstanding Company stock based rights which are subject to vesting, shall become vested, exercisable and payable with respect to all of the equity subject thereto; and (ii) all of Mr. Sutor’s options and similar rights shall remain exercisable with respect to such equity for up to an additional two (2) years from the termination date, but in no event longer than for the original term of the options.
STOCK OWNERSHIP GUIDELINES
Director Stock Ownership Guidelines. Our Corporate Governance Guidelines require each of the Company’s non-employee directors to acquire and continually hold equity interests representing at least three times the annual cash retainer paid to each director by the third anniversary of director service. Once the required objective ownership has been achieved the target will be deemed to be continuously met regardless of future share price fluctuations and provided that the ownership of the shares utilized to meet the target are maintained.
Name Executive Officer Stock Ownership Guidelines. In response to the input of our shareholders in our outreach process, our Corporate Governance Guidelines require each of our NEOs to acquire and continually hold the following levels of Company shares:
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| Executive | Multiple of Annual Cash Salary |
| CEO | 6x |
| Other NEOs | 2x |
For NEOs as of January 1, 2019, the initial test is as of such date. To the extent an NEO had not satisfied the criteria as of such date, such NEO(s) shall have until the later of: (a) the third anniversary of an individual becoming an NEO (or three years from an individual becoming our CEO with respect to the heightened six times threshold); or (b) three years from October 22, 2019. Once the required objective ownership has been achieved the target will be deemed to be continuously met regardless of future share price fluctuations or salary increases, provided that the ownership of the shares utilized to meet the target are maintained. All of our NEOs are either currently in compliance with these new guidelines, or are on track to comply within the compliance timeline.
PROHIBITION ON HEDGING AND PLEDGING OF COMPANY SECURITIES
Our Directors, NEOs and “Covered Persons” (as defined in our Securities Trading Policy) are prohibited from (1) pledging Company securities as collateral for a loan, purchasing Company securities on margin (i.e., borrowing money to purchase the securities) or placing Company securities in a margin account; and (2) directly or indirectly hedging Company securities (that is, making an investment in another security in order to reduce the risk of a loss or gain on any Company Security), whether via forward contracts, equity swaps, collars, exchange funds or otherwise. The above prohibitions do not apply to cashless exercises of stock options under the Company’s equity plans or to situations approved in advance by the Company’s General Counsel.
COMPENSATION CLAWBACK POLICY
In response to shareholder feedback, we added a clawback policy applicable to our executive officers. The policy provides that the Committee may require reimbursement or forfeiture of all or a portion of any incentive compensation awarded to an executive officer in the event of the following circumstances:
•The Company’s financial statements are required to be restated as a result of material non-compliance with any financial reporting requirements under the federal securities laws due to an act of embezzlement, fraud, breach of fiduciary duty, misconduct, or gross negligence;
•As a result of such restatement, a performance measure or specified performance target which was a material factor in determining the amount of incentive compensation previously earned by an executive is restated; and
•The Committee determines in its discretion that a lower amount of incentive compensation would have been earned by such executive based upon the restated financial results.
We continue to monitor this policy to ensure that it is consistent with applicable laws, and will review and modify the policy as necessary to reflect the final New York Stock Exchange listing rules adopted to implement the compensation recovery requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act.
TAX AND ACCOUNTING ISSUES RELATING TO EXECUTIVE COMPENSATION
Section 162(m) of the Code imposes limitations upon the federal income tax deductibility of certain compensation paid to our Chief Executive Officer, our Chief Financial Officer and to each of our other three most highly compensated executive officers. Under these limitations, we may deduct such compensation only to the extent that during any year the compensation paid to any such officer does not exceed $1,000,000 or meets certain limited conditions. The Committee believes that it is in our best interests to retain flexibility and discretion to make compensation awards to foster achievement of goals the Committee deems important to our success, including for example encouraging employee retention, rewarding achievement of non-quantifiable goals, and achieving progress with specific projects.
Our Committee also takes accounting considerations, including the impact of Accounting Standards Codification (“ASC”) Topic 718, into account in structuring compensation programs and determining the form and amount of compensation awarded.
| | |
| EXECUTIVE OFFICER COMPENSATION |
SUMMARY COMPENSATION TABLE
The following table provides summary information concerning compensation paid to or earned by our Chief Executive Officer, our Chief Financial Officer, and our next three most highly compensated executive officers (“Named Executive Officers” or "NEOs") for services rendered during 2022, 2021 and 2020 (the table includes data for NEOs beginning with the year they are added to the table):
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| | | | | Amounts In Dollars |
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| | | | | | | | | | Value Of | | | | | Non-Equity | | | qualified | | | | | |
| Name and | | | | | | | | | | Restricted | | Value Of | | Incentive | | | Deferred | | All | | | |
| Principal | | | | | | | | | | Stock | | Option | | Plan | | | Compensation | | Other | | | |
| Position | | Year | | | Salary | | Bonus (1) | | Awards (2) | | Awards | | Compensation | | | Earnings | | Compensation | | Total |
David J. Field Chairman, President and Chief Executive Officer | | 2022 | | $ | 1,349,255 | | $ | — | | $ | 1,360,250 | (3) | | $ | — | | | $ | — | (13) | | $ | — | | | $ | 60,020 | (4) | | $ | 2,769,525 |
| 2021 | | $ | 1,277,193 | | $ | — | | $ | 546,750 | (3) | | $ | — | | | $ | 640,638 | (13) | | $ | — | | | $ | 46,724 | (4) | | $ | 2,511,305 |
| 2020 | | $ | 1,159,843 | | $ | — | | $ | 1,455,070 | (3) | | $ | — | | | $ | — | | | $ | — | | | $ | 57,020 | (4) | | $ | 2,671,933 |
Richard J. Schmaeling Executive VP and Chief Financial Officer | | 2022 | | $ | 815,692 | | $ | — | | $ | 91,113 | (5) | | $ | — | | | $ | 183,610 | (13) | | $ | — | | | $ | 37,270 | (6) | | $ | 1,127,685 |
| 2021 | | $ | 745,913 | | $ | 167,830 | (14) | $ | 583,963 | (5) | | $ | — | | | $ | 136,080 | (13) | | $ | — | | | $ | 27,858 | (6) | | $ | 1,661,644 |
| 2020 | | $ | 604,135 | | $ | — | | $ | 516,370 | (5) | | $ | — | | | $ | — | | | $ | — | | | $ | 37,901 | (6) | | $ | 1,158,406 |
Susan R. Larkin Executive VP and Chief Operating Officer | | 2022 | | $ | 750,000 | | $ | — | | $ | 76,338 | (7) | | $ | — | | | $ | 62,500 | (13) | | $ | — | | | $ | 17,385 | (8) | | $ | 906,223 |
| 2021 | | $ | 698,461 | | $ | 125,000 | (14) | $ | 282,488 | (7) | | $ | — | | | $ | 100,000 | (13) | | $ | — | | | $ | 13,714 | (8) | | $ | 1,219,663 |
| 2020 | | $ | 547,115 | | $ | — | | $ | 340,072 | (7) | | $ | — | | | $ | — | | | $ | — | | | $ | 38,329 | (8) | | $ | 925,516 |
Andrew P. Sutor, IV Executive VP, Secretary & General Counsel | | 2022 | | $ | 609,676 | | $ | — | | $ | 35,206 | (9) | | $ | — | | | $ | 81,250 | (13) | | $ | — | | | $ | 26,111 | (10) | | $ | 752,243 |
| 2021 | | $ | 591,985 | | $ | 81,250 | (14) | $ | 130,282 | (9) | | $ | — | | | $ | 64,750 | (13) | | $ | — | | | $ | 16,703 | (10) | | $ | 884,970 |
| 2020 | | $ | 538,865 | | $ | — | | $ | 670,258 | (9) | | $ | — | | | $ | — | | | $ | — | | | $ | 24,402 | (10) | | $ | 1,233,525 |
J.D. Crowley Chief Digital Officer & President - Podcast and Streaming | | 2022 | | $ | 700,000 | | $ | — | | $ | 54,175 | (11) | | $ | — | | | $ | 75,000 | (13) | | $ | — | | | $ | 25,484 | (12) | | $ | 854,659 |
| 2021 | | $ | 646,635 | | $ | 100,000 | (14) | $ | 493,975 | (11) | | $ | — | | | $ | 80,000 | (13) | | $ | — | | | $ | 16,278 | (12) | | $ | 1,336,888 |
(1) Includes amounts earned during the year and either paid in the current or subsequent year and/or recognized in the current or subsequent year under a deferred compensation plan.
(2) Unless otherwise indicated, restricted stock units (“RSUs”), which are subject to service conditions, vest over four years as follows: (i) 50% after two years; (ii) 25% after three years; and (iii) 25% after four years. For equity incentive plan awards that are subject to market conditions (in addition to service conditions), the
fair value and expected term was determined by using the Monte Carlo simulation model, which uses certain variables such as expected volatility, a risk free interest rate and expected dividends. The Monte Carlo method begins with the fair value of the stock price on the date of grant and applies a discount based upon the probability of the stock vesting after meeting the market conditions.
(3) On May 10, 2022, December 1, 2021 , March 2, 2020, and November 16, 2020, Mr. Field was granted 325,000 RSU, 225,000 RSUs, 119,000 RSUs, and 500,000 RSUs, respectively, with a fair value of $1.97, $2.43, $3.53, and $2.07 per share, respectively. On December 1, 2021, our Committee awarded Mr. Field an equity award of 300,000 restricted stock units ('RSUs"). Because the Company did not have sufficient shares available under the Company’s Equity Compensation Plan, 25% percent of these RSUs (i.e., 75,000 of the 300,000 RSUs) were subject to shareholder approval of a new Company equity incentive plan at the 2022 annual shareholders meeting and therefore were not considered granted until 2022. The table above only reflects the RSUs which were not subject to shareholder approval in 2021. In addition, on May 10, 2022, our Committee awarded Mr. Field 750,000 RSUs subject to market conditions (in addition to service conditions). The fair value and expected term was determined by using the Monte Carlo simulation model, which uses certain variables such as expected volatility, a risk free interest rate and expected dividends. The Monte Carlo method begins with the fair value of the stock price on the date of grant and applies a discount based upon the probability of the stock vesting after meeting the market conditions. The fair value of the Company’s stock at the time of the May 10, 2022 grant was $1.97 per share, and after applying the valuation model discount, the values used in this chart were $0.96 per share.
(4) All other compensation includes: (i) medical insurance premiums of $37,994, $32,324 and $35,495 for 2022, 2021 and 2020, respectively; (ii) an auto allowance of $14,400, $14,400, and $14,400 for 2022, 2021 and 2020, respectively; and (iii) a Company 401K contribution of $7,626, $0, and $7,125 for 2022, 2021 and 2020, respectively.
(5) On May 10, 2022, December 1, 2021, May 1, 2021, March 2, 2020, and November 16, 2020, Mr. Schmaeling was granted 46,250 RSUs, 98,750 RSUs, 60,000 RSUs, 29,000 RSUs, and 200,000 RSUs, respectively, with a fair value of $1.97, $2.43, $4.84, $3.53, and $2.07 per share, respectively. On December 1, 2021, our Committee awarded Mr. Schmaeling an equity award of 185,000 restricted stock units (“RSUs”). Because the Company did not have sufficient shares available under the Company’s Equity Compensation Plan, 25% percent of these RSUs (i.e., 46,250 of the 185,000 RSUs) were subject to shareholder approval of a new Company equity incentive plan at the 2022 annual shareholders meeting and therefore were not considered granted until 2022. The table above only reflects the RSUs which are not subject to shareholder approval in 2021. In addition, on December 1, 2021, our Committee awarded Mr. Schmaeling an equity award with a target value of $150,000. This award of 40,000 RSUs was subject to market conditions (in addition to service conditions). The fair value and expected term was determined by using the Monte Carlo simulation model, which uses certain variables such as expected volatility, a risk free interest rate and expected dividends. The Monte Carlo method begins with the fair value of the stock price on the date of grant and applies a discount based upon the probability of the stock vesting after meeting the market conditions. The fair values of the Company’s stock at the time of the December 1, 2021 grants were $2.43 per share, and after applying the valuation model discount, the values used in this chart were $1.34 per share. The market conditions were not achieved and therefore the awards were forfeited in 2022.
(6) All other compensation includes: (i) medical insurance premiums of $17,645, $15,858 and $18,776 for 2022, 2021 and 2020, respectively; (ii) an auto allowance of $12,000, $12,000 and $12,000 for 2022, 2021 and 2020, respectively; and (iii) a Company 401K contribution of $7,625, $0 and $7,125 for 2022, 2021 and 2020, respectively.
(7) On May 10, 2022, December 1, 2021 and November 16, 2020, Ms. Larkin was granted 38,750 RSUs, 116,250 RSUs, and 164,286 RSUs, respectively, with a fair value of $1.97, $2.43, and $2.07 per share, respectively. On December 1, 2021, our Committee awarded Ms. Larkin an equity award of 155,000 restricted stock units (“RSUs”). Because the Company did not have sufficient shares available under the Company’s Equity Compensation Plan, 25% percent of these RSUs (i.e., 38,750 of the 155,000 RSUs) were subject to shareholder approval of a new Company equity incentive plan at the 2022 annual shareholders meeting and therefore were not considered granted until 2022. The table above only reflects the RSUs which are not subject to shareholder approval in 2021.
(8) All other compensation includes: (i) medical insurance premiums of $15,221.95, $13,714 and $16,199 for 2022, 2021 and 2020, respectively; (ii) an auto allowance of $0, $0 and $18,000 for 2022, 2021 and 2020, respectively; and (iii) a Company 401K contribution of $2,163, $0 and $4,130 for 2022, 2021 and 2020 respectively.
(9) On May 10, 2022, December 1, 2021, February 20, 2020, March 2, 2020, and November 16, 2020, Mr. Sutor was granted 17,871 RSUs, 53,614 RSUs, 100,000 RSUs, 11,000 RSUs, and 85,714 RSUs, respectively, with a fair value of $1.97, $2.43, $4.54, $3.53, and $2.07 per share, respectively. On December 1, 2021, our
Committee awarded Mr. Sutor an equity award of 71,585 restricted stock units (“RSUs”). Because the Company did not have sufficient shares available under the Company’s Equity Compensation Plan, 25% percent of these RSUs (i.e., 17,871 of the 71,585 RSUs) are subject to shareholder approval of a new Company equity incentive plan at the 2022 annual shareholders meeting and therefore were not considered granted until 2022. The table above only reflects the RSUs which are not subject to shareholder approval in 2021.
(10) All other compensation includes: (i) medical insurance premiums of $18,486, $16,703, and $18,776 for 2022, 2021 and 2020, respectively; and (ii) a Company 401K contribution of $7,625, $0 and $5,626 for 2022, 2021 and 2020, respectively.
(11) On May 10, 2022, Mr. Crowley was granted 27,500 RSU with a fair value of $1.97. On December 1, 2021, Mr. Crowley was granted 82,500 RSUs with a fair value of $2.43 per share. On December 1, 2021, our Committee awarded Mr. Crowley an equity award of 110,000 restricted stock units (“RSUs”). Because the Company did not have sufficient shares available under the Company’s Equity Compensation Plan, 25% percent of these RSUs (i.e., 27,500 of the 110,000 RSUs) were subject to shareholder approval of a new Company equity incentive plan at the 2022 annual shareholders meeting and therefore were not considered granted until 2022. The table above only reflects the RSUs which were not subject to shareholder approval in the 2021 grant. In addition, on March 18, 2021, our Committee awarded Mr. Crowley an equity award of up to 125,000 RSUs with performance conditions with a fair value of $5.87 per share, which vest upon the achievement of certain performance conditions. These RSUs granted were to vest upon the achievement of certain performance conditions. Mr. Crowley would have earned 12,500 RSUs upon the achievement of each of the following Net Digital Revenue amounts for Calendar Year 2022: (i) $310 million; (ii) $332 million; (iii) $355 million; and (iv) $378 million. Mr. Crowley would have earned 12,500 RSUs upon the achievement of each of the following Digital EBITDA amounts for Calendar Year 2022: (i) $65.0 million; (ii) $73 million; and (iii) $85.0 million. Mr. Crowley would have earned 12,500 RSUs upon the achievement of each of the following highest three consecutive month average monthly active users for Calendar Year 2022: (i) 50 million; (ii) 60 million; and (iii) 70 million. These performance metrics were not achieved and therefore the awards were forfeited in 2022.
(12) All other compensation includes: (i) medical insurance premiums of $17,858 and $16,278 for 2022 and 2021 respectively; and (ii) a Company 401K contribution of $7,625 in 2022.
(13) Represents payouts under 2022 and 2021 Annual Incentive Compensation plan. In 2022 and 2021, the financial bonus component of the plan which represents 75% of the bonus target was not earned. In 2022 and 2021 payouts represents achievement under the non financial bonus component of the plan which represents 25% of bonus target. Refer to Annual Incentive Compensation discussion in the Elements of Compensation section for further details for plan and achievement for 2022. In 2021 100% of the non financial component was earned and paid.
(14) In order to be consistent with the bonuses the Company intended to award to its other non-NEO executives and members of management, the Committee decided to award an additional 20% of Target Bonus to all of the Company NEOs, other than our Chief Executive Officer (to whom no additional bonus was awarded). These awards were in line with our Chief Executive Officer’s recommendation: that the NEO (excluding himself) be treated consistent with the Company’s other executives and members of management. In making this recommendation and the subsequent determination by our Committee, it was noted that in 2020 no bonuses were paid to the Company’s NEOs, other executives and other members of Company management. The Committee concluded that the Company’s 2022 and 2021 performance was materially impacted by the continuing effects of COVID-19. Further, the Committee considered the need to seek to retain key executives and members of the Company’s management team.
(15) Our Compensation Committee awarded our Named Executive Officers bonuses for services performed during the prior fiscal year. The bonus was for services performed during the prior fiscal year pursuant to awards under non-equity incentive plans. On March 2, 2020, our Compensation Committee awarded: (i) Mr. Field a bonus of $1,400,000 payable as follows: (a) $980,000 in cash; and (b) 119,000 RSUs (with a market value of approximately $420,000) which became fully vested on March 16, 2020; (ii) Mr. Schmaeling a bonus of $340,000 payable as follows: (a) $238,000 in cash; and (b) 29,000 RSUs (with a market value of approximately $102,000) which became fully vested on March 16, 2020; and (iii) Mr. Sutor a bonus of $133,000 payable as follows: (a) $93,100 in cash; and (b) 11,000 RSUs (with a market value of approximately $39,900) which became fully vested on March 16, 2020.
GRANTS OF PLAN-BASED AWARDS TABLE
The following table provides summary information concerning equity compensation awards granted to each of our Named Executive Officers during 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Grants of Plan-Based Awards |
| | | | | | All Other | | All | | | | | | |
| | | | | | Stock | | Other | | | | | Fair |
| | | | | | Awards: | | Stock | | | | | Value |
| | | | | | Number | | Awards: | | Exercise | | Of |
| | | | | | Of | | Number | | Or | | Award |
| | Estimated Future Payouts | | Estimated Future Payouts | | Shares | | Of | | Base | | On |
| | Under Non-Equity Incentive | | Under Equity Incentive | | Of | | Securities | | Price | | Date |
| Grant | Plan Awards (3) | | Plan Awards | | Stock | | Underlying | | Of Option | | Of |
| Name | Date | Threshold | Target | Maximum | | Threshold | | Target | | Maximum | | Or Units | | Option | | Awards | | Grant |
| | | ($) | | (#) | | ($/Share) | | ($/Share) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| David J. Field | 5/10/2022 | $ | 900,000 | $ | 2,700,000 | $ | 4,050,000 | | | — | | | | | | | | 325,000 | (1) | | — | | $ | — | | $ | 1.97 | (2) |
| | | | | | | | | — | | | 750,000 | (4) | | 750,000 | (4) | | | | — | | $ | — | | $ | 0.96 | (2) |
| Richard J. Schmaeling | 5/10/2022 | $ | 244,813 | $ | 734,439 | $ | 1,101,659 | | | — | | | | | | | | 46,250 | (1) | | — | | $ | — | | $ | 1.97 | (2) |
| Susan R. Larkin | 5/10/2022 | $ | 166,667 | $ | 500,000 | $ | 750,000 | | | — | | | | | | | | 38,750 | (1) | | — | | $ | — | | $ | 1.97 | (2) |
| J.D. Crowley | 5/10/2022 | $ | 133,333 | | 400,000 | | 600,000 | | | | | | | | | | | 27,500 | (1) | | — | | $ | — | | $ | 1.97 | (2) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Andrew P. Sutor, IV | 5/10/2022 | $ | 108,333 | $ | 325,000 | $ | 487,500 | | | — | | | | | | | | 17,871 | (1) | | — | | $ | — | | $ | 1.97 | (2) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) The RSUs granted on May 10, 2022 vest over four years as follows: (a) 50% on March 31, 2023; (b) 25% on March 31, 2024; and (c) 25% on March 31, 2025.
(2) The fair value was determined by using the value of our stock price on the date of grant. For equity incentive plan awards that are subject to market conditions (in addition to service conditions), the fair value and expected term was determined by using the Monte Carlo simulation model, which uses certain variables such as expected volatility, a risk free interest rate and expected dividends. The Monte Carlo method begins with the fair value of the stock price on the date of grant and applies a discount based upon the probability of the stock vesting after meeting the market conditions. The fair values of the Company’s stock at the time of the May 10, 2022 grant was $1.97 per share, and after applying the valuation model discount, the values used in this chart were $0.96 per share.
(3) All information pertains to our annual incentive bonus plan.
(4) These RSUs granted on May 10, 2022 vest upon achievement of a certain market condition, which is defined as a consecutive trading price goal of twenty-four consecutive days, along with service from the date of the grant through the achievement of the market criteria. Specifically, 250,000 RSUs will vest if the consecutive trading price reaches $6 per share; an additional 250,000 RSUs will vest if the consecutive trading price reaches $9 per share; and an additional 250,000 RSUs will vest if the consecutive trading price reaches $12 per share
NARRATIVE DISCLOSURES
Employment Agreements
David J. Field. Mr. Field serves as our President and Chief Executive Officer pursuant to an amended and restated employment agreement dated December 14, 2021 (but effective as of January 1, 2022). This agreement has an initial term of three years with automatic one year extensions following the initial term unless either party provides prior notice of non-extension. Mr. Field’s agreement provides for: (i) an annual base salary and (ii) an annual cash performance-based bonus target of 200% of his annual base salary. Mr. Field’s salary for 2022 was $1,349,255.
Pursuant to this new employment agreement, Mr. Field is eligible to receive a one time “EBITDA Bonus” of $3,000,000. The EBITDA Bonus is only payable if, prior to December 31, 2024, the Company’s EBITDA for the immediately preceding consecutive twelve month period exceeds $400,000,000 (as determined by the Board and/or Compensation Committee).
Mr. Field’s agreement also provided for an equity grant of 1,000,000 restricted stock units (“RSUs”) described below under the heading “2022 Equity Awards.”
Under this agreement, Mr. Field will also receive certain other benefits as provided from time to time to our senior executive officers. Mr. Field’s employment agreement contains provisions which apply in the event of a termination or change of control. See below under the heading “Termination or Change-In-Control Payments.”
Richard J. Schmaeling. Mr. Schmaeling serves as our Executive Vice President and Chief Financial Officer pursuant to an employment agreement dated April 12, 2021 (but effective May 1, 2021). The term of this agreement extends through April 30, 2025. Mr. Schmaeling’s agreement provides for: (i) an annual base salary; (ii) an annual cash performance-based bonus target of 90% of his annual base salary; and (iii) annual equity grants with a target of $500,000 (including a target of $350,000 of time based equity compensation and $150,000 of performance based equity compensation) plus 50,000 RSUs in 2021, 40,000 RSUs in 2022, 30,000 RSUs in 2023, and 20,000 RSUs in 2024. Mr. Schmaeling’s salary for 2022 was $815,692. Under this agreement, Mr. Schmaeling will also receive certain other benefits as provided from time to time to our senior executive officers. Mr. Schmaeling’s employment agreement contains provisions which apply in the event of a termination or change of control. See below under the heading “Termination or Change-In-Control Payments.”
Susan R. Larkin. Ms. Larkin serves as our Executive Vice President and Chief Operating Officer pursuant to an employment agreement dated March 4, 2020 (but effective May 5, 2020) as amended December 14, 2021. The term of this agreement continues through May 4, 2023. Ms. Larkin’s agreement provides for: (i) an annual base salary; (ii) an annual cash performance-based bonus target of $500,000; and (iii) annual equity grants with a target of $400,000 (increasing in 2022 to $500,000 pursuant to her December 14, 2021 amendment). Ms. Larkin’s salary for 2022 was $750,000. Under this agreement, Ms. Larkin will also receive certain other benefits as provided from time to time to our senior executive officers. Mr. Larkin’s employment agreement contains provisions which apply in the event of a termination. See below under the heading “Termination or Change-In-Control Payments.”
J.D. Crowley. Mr. Crowley serves as our Chief Digital Officer and President - Podcast and Streaming pursuant to an employment agreement dated as of January 9, 2023. The term of this agreement continues through March 31, 2026 with automatic one-year extensions unless either the Company or Employee gives written notice of non-renewal. This new employment agreement included a signing bonus of $325,000 and an initial equity award of 300,000 restricted stock units. These RSUs vest: (i) fifty percent (50%) on March 31, 2025; and (ii) fifty percent (50%) on March 31, 2026. Mr. Crowley’s agreement provides for: (i) an annual base salary; (ii) an annual cash performance-based bonus target of 80% of his annual base salary; and (iii) annual equity grants with a target of $500,000. Mr. Crowley’s salary for 2022 was $700,000. Under this agreement, Ms. Crowley also received certain other benefits as provided from time to time to our senior executive officers. See below under the heading “Termination or Change-In-Control Payments.”
Andrew P. Sutor, IV. Mr. Sutor serves as our Executive Vice President, General Counsel and Secretary pursuant to an employment agreement dated as of May 15, 2017 and amended on February 20, 2020. The term of this agreement continues through December 31, 2023 with automatic one-year extensions following the initial term unless either party provides prior notice of non-extension. Mr. Sutor’s agreement provides for: (i) an annual base salary of $575,000; (ii) an annual cash performance-based bonus target of $325,000; and (iii) annual equity grants with a target of $300,000. Mr. Sutor’s salary for salary for 2022 was $609,676. Under this agreement, Mr. Sutor will also receive certain other benefits as provided from time to time to our senior executive officers. Mr. Sutor’s employment agreement contains provisions which apply in the event of a termination. See below under the heading “Termination or Change-In-Control Payments".
2022 Equity Awards
David J. Field. On December 1, 2021, our Committee awarded Mr. Field an equity award of 75,000 restricted stock units ('RSUs") which vest: (i) 50% on March 31, 2023; (ii) 25% on March 31, 2024; and (iii) 25% on March 31, 2025. Because the Company did not have sufficient shares available under the Company’s Equity Compensation Plan, these RSUs were subject to shareholder approval of a new Company equity incentive plan at the 2022 annual shareholders meeting. These RSUS are deemed to have been granted on May 10, 2022, the date our shareholders approved the 2022 Audacy Equity Compensation Plan.
Mr. Field’s employee agreement provided for an equity grant of 1,000,000 restricted stock units (“RSUs”), subject to our shareholders approving the 2022 Audacy Equity Compensation Plan at the 2022 Annual Meeting of Shareholders. On May 10, 2022, following such approval the Company made such grant. Seventy five percent (75%) of these RSUs have market based vesting conditions while the remaining twenty five percent (25%) have time based vesting conditions. The market based RSUs will vest based on the attainment of certain performance milestones as summarized in the table below, subject to Mr. Field’s continuous service with the Company through each vesting date. The market based RSUs shall vest on the later of the date on which a Consecutive Trading Price goal is attained, or January 1, 2023.
| | | | | | | | |
Number of Vesting Market Vesting RSUs | Consecutive Trading Price Goal | Percent Increase in stock Price Goal versus Closing Price on Date of Agreement (i.e., $2.50 on 12/14/21) |
250,000 | $6.00 | 240% |
250,000 | $9.00 | 360% |
250,000 | $12.00 | 480% |
For purposes of this agreement, “Consecutive Trading Price” means the trading date following the effective date on which the Company's closing share price on any exchange on which the Company's common stock is then listed equals or exceeds the Consecutive Trading Price goal(s) set forth in the table above and has equaled or exceeded such Consecutive Trading Price goal(s) for the immediately preceding consecutive twenty four (24) trading days. These performance shares (or tranches thereof) will lapse and expire to the extent any applicable Consecutive Trading Price Goal is not achieved by December 31, 2024. Time based RSUs will vest (i) 50% on the second year anniversary of the effective date of the Agreement, (ii) 25% on the third year and (iii) 25% on the fourth year, subject to Mr. Field’s service with the Company.
Richard J. Schmaeling. On December 1, 2021, our Committee awarded Mr. Schmaeling an equity award of 46,250 restricted stock units (“RSUs”) which vest 50% on March 31, 2023, 25% on March 31 2024 and 25% on March 31, 2025. Because the Company did not have sufficient shares available under the Company’s Equity Compensation Plan, these RSUs were subject to shareholder approval of a new Company equity incentive plan at the 2022 annual shareholders meeting. These RSUS are deemed to have been granted on May 10, 2022, the date our shareholders approved the 2022 Audacy Equity Compensation Plan.
Susan R. Larkin. On December 1, 2021, our Committee awarded Ms. Larkin an equity award of 38,750 restricted stock units (“RSUs”) which vest 50% on March 31, 2023, 25% on March 31, 2024 and 25% on March 31, 2025. Because the Company did not have sufficient shares available under the Company’s Equity Compensation Plan, these RSUs were subject to shareholder approval of a new Company equity incentive plan at the 2022 annual shareholders meeting. These RSUS are deemed to have been granted on May 10, 2022, the date our shareholders approved the 2022 Audacy Equity Compensation Plan.
J.D. Crowley. On December 1, 2021, our Committee awarded Mr. Crowley an equity award of 27,500 restricted stock units (“RSUs”) which vest 50% on March 31, 2023, 25% on March 31, 2024 and 25% on March 31, 2025. Because the Company did not have sufficient shares available under the Company’s Equity Compensation Plan, these RSUs were subject to shareholder approval of a new Company equity incentive plan at the 2022 annual shareholders meeting. These RSUS are deemed to have been granted on May 10, 2022, the date our shareholders approved the 2022 Audacy Equity Compensation Plan.
Andrew P. Sutor, IV. On December 1, 2021, our Committee awarded Mr. Sutor an equity award of 17,871 restricted stock units (“RSUs”) which vest 50% on March 31, 2023, 25% on March 31, 2024 and 25% on March 31, 2025. Because the Company did not have sufficient shares available under the Company’s Equity Compensation Plan, these RSUs were subject to shareholder approval of a new Company equity incentive plan at the 2022 annual shareholders meeting. These RSUS are
deemed to have been granted on May 10, 2022, the date our shareholders approved the 2022 Audacy Equity Compensation Plan.
TERMINATION OR CHANGE-IN-CONTROL PAYMENTS
The table below and the subsequent narrative sections describe the benefits payable to our Named Executive Officers (assuming current employment compensation agreements were in place) in two circumstances:
•a termination by us without cause on December 31, 2022
•a termination coupled with a Change in Control on December 31, 2022
| | | | | | | | |
| NEO: | Amount |
| Termination | Termination Coupled with a Change in Control |
| David J. Field | $5,672,500 | $8,620,875 |
| Richard J. Schmaeling | $1,071,214 | $1,351,357 |
| Susan R. Larkin | $852,469 | $852,469 |
| J.D. Crowley | $724,767 | $737,956 |
| Andrew P. Sutor, IV | $668,577 | $668,577 |
David J. Field. Mr. Field’s employment agreement may be terminated by either party. In the event that Mr. Field is terminated by us without cause (as defined in the agreement) or he resigns for good reason (as defined in his agreement) prior to the execution of a binding agreement which would result in a change in control (as defined in his agreement), if consummated, or more than two years following a change in control, subject to his execution of a release of claims against us, all of Mr. Field’s outstanding equity compensation awards that vest on the basis of our performance will become fully vested and we will pay him a lump sum payment in an amount equal to the greater of: (i) the sum of two years’ annual base salary and two times the highest annual bonus paid during the preceding four-year period, or (ii) the sum of the base salary and annual bonuses that would otherwise have been payable through the end of the then current term of the agreement. If such termination occurs (a) following the execution of a binding agreement which would result in a change in control if consummated; or (b) prior to the two-year anniversary of a change in control, in each case subject to his execution of a release of claims against us, all of Mr. Field’s outstanding equity compensation awards will become fully vested, and we will pay him a lump sum payment in an amount equal to the sum of three years’ annual base salary and three times the highest annual bonus paid to him during the preceding four-year period. We will also pay his COBRA premiums for continued health coverage, to the extent he elects such coverage, for a period of up to eighteen months.
Furthermore, in the event that Mr. Field dies or becomes disabled, then all of Mr. Field’s outstanding equity compensation awards that vest on the basis of our performance will become fully vested and we will pay him (or his estate, if applicable) a lump sum payment in an amount equal to the sum of two years’ annual base salary and two times the highest annual bonus paid during the preceding three-year period, and we will also pay his COBRA premiums for continued health coverage, to the extent he elects such coverage, for a period of up to eighteen months.
Richard J. Schmaeling. In the event that Mr. Schmaeling’s employment is terminated either by the Company without “cause” (other than due to disability) or by him for “good reason,” in either case prior to the execution of a binding agreement which would result in a “change in control” (each as defined in his employment agreement) if consummated, or more than twelve months following a change in control, then, subject to his execution of a general release of claims and continued compliance with the restrictive covenants and other covenants set forth in his employment agreement, Mr. Schmaeling 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. Schmaeling’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.
If Mr. Schmaeling’s employment is terminated either by the Company without cause (other than due to disability) or by him for good reason, in either case, during the period commencing on the date of execution of a binding agreement which would result in a change in control, if consummated, and ending on the twelve-month anniversary of a change in control, then Mr. Schmaeling will be entitled to receive the severance payments and benefits described in the immediately preceding
paragraph (subject to his execution of a general release of claims and continued compliance with the restrictive covenants and other covenants set forth in this employment agreement), except that all of Mr. Schmaeling’s then-outstanding equity awards that vest solely on the basis of time will become fully vested and immediately exercisable or settled as of the date of such termination of employment (which shall be in lieu of any continued vesting).
Finally, if Mr. Schmaeling’s agreement terminates at the end of the term and the Company made a “Qualified Offer” (i.e., an offer to continue employment with a salary and bonus package that is equal to or greater than Mr. Schmaeling’s then current salary and annual incentive bonus package) not later than April 1, 2025, then Mr. Schmaeling will not be entitled to any severance. However, if the Company has not made a Qualified Offer and Mr. Schmaeling’s employment terminates at the end of the term, then he will receive his base salary for one year following the date of termination, subject to his execution of a general release of claims and continued compliance with the restrictive covenants and other covenants set forth in the Employment Agreement.
Susan R. Larkin. In the event that Ms. Larkin’s employment is terminated by the Company without “cause” (as defined in her employment agreement), Ms. Larkin will be entitled to receive, as severance: (i) the continued payment of her annual base salary for twelve months following the date of termination; (ii) a one-time bonus in an amount equal to the annual incentive bonus that she was paid in the year immediately preceding the year in which the termination occurs, prorated in accordance with the number of quarters (whole or partial) in which she worked in the year in which such termination occurs; and (iii) all grants of equity made through the effective date of such termination will continue to vest through the period ending on the one-year anniversary of such termination, as if she had remained employed hereunder through that date.
Ms. Larkin’s employment agreement provides that either party may provide notice of non-renewal. If the Company gives notice of non-renewal and Ms. Larkin’s employment is therefore terminated, Ms. Larkin will be entitled to receive, as severance, the items specified in Clause (i) and (ii) in the prior paragraph. If Ms. Larkin gives notice of non-renewal and Ms. Larkin’s employment is therefore terminated, Ms. Larkin will be not be entitled to additional compensation.
J.D. Crowley. 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”). The termination calculations in the table above are based on the contract in effect as of 12/31/2022 and thus does not include the one-time bonus payment term noted in (ii). This term was added to the new contract signed in January 2023. The bonus preceding the year of termination to be added to the termination payment calculation noted above would be the 2022 bonus payment which totals $75,000.
If Mr. Crowley’s employment is terminated by the Company without Cause, by Mr. Crowley for “good reason” or Mr. Crowley’s employment agreement is not renewed by the Company as a result of a Change of Control, during the period commencing on the date of execution of a binding agreement which would result in a Change in Control if consummated and ending on the twelve (12) month anniversary of the consummation of such Change in Control, then Mr. Crowley would be entitled to the Severance Benefits. In addition, all of Mr. Crowley’s then-outstanding equity grants, to the extent not previously vested, which are subject to vesting solely on the basis of time would fully vest and become immediately exercisable or settled as of the date of such termination of employment.
Andrew P. Sutor, IV. In the event that Mr. Sutor’s employment (i) is terminated by the Company without “Cause”; or (ii) terminates as of December 31, 2023 or any December 31 thereafter due to a notice of non-renewal by the Company and the Company has not made an offer of continued employment at the same then current salary and bonus opportunity, Mr. Sutor will be entitled to receive, as severance, the continued payment of his annual base salary for twelve months following the date of termination (subject to his execution of a general release of claims and continued compliance with the restrictive covenants and other covenants set forth in his employment agreement). In addition, in the event of: a termination of his agreement without Cause, where the Company has not made a Qualified Offer, or by the Company in breach of his Agreement; then: (i) all of Mr. Sutor’s then-outstanding Company stock based rights which are subject to vesting, shall become vested, exercisable and payable with respect to all of the equity subject thereto; and (ii) all of Mr. Sutor’s options and similar rights shall remain exercisable with respect to such equity for up to an additional two (2) years from the termination date, but in no event longer than for the original term of the options.
OUTSTANDING EQUITY AWARDS TABLE
The following table provides summary information concerning outstanding equity awards as of December 31, 2022 for each of our Named Executive Officers:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Outstanding Equity Awards As Of December 31, 2022 |
| | Option Awards | | Stock Awards |
| | | | | | Equity | | | | | | | | | | | | | | |
| | | | | | Incentive | | | | | | | | | | | | | | Equity Incentive |
| | | | | | Plan | | | | | | | | | | | | | | Plan Awards: |
| | | | | | Awards: | | | | | | | Number | | | | | Equity Incentive | | Market or |
| | | | | | Number of | | | | | | | of Shares | | | | | Plan Awards: | | Payout |
| | Number of | | Number of | | Securities | | | | | | | Or Units | | | | | Number of | | Value of |
| | Securities | | Securities | | Underlying | | | | | | | of Stock | | Market Value of | | Unearned Shares, | | Unearned Shares, |
| | Underlying | | Underlying | | Unexercised | | | | | | | That | | Shares or | | Units or | | Units or |
| | Unexercised | | Unexercised | | Unearned | | Option | | Option | | Have | | Units of Stock | | Other Rights | | Other Rights |
| | Options | | Options | | Options | | Exercise | | Expiration | | Not | | That Have | | That Have | | That Have |
| Name | | Exercisable | | Unexercisable | | Unexercisable | | Price | | Date | | Vested | | Not Vested (1) | | Not Vested | | Not Vested (1) |
| | (#) | | ($) | | | | (#) | | ($) | | (#) | | ($) |
| | | | | | | | | | | | | | | | | | | | | |
| David J. Field | | | | | | | | | | | | | 862,500 | | (2) | $ | 198,375 | | | 750,000 | | | $ | 172,500 | |
| Richard Schmaeling | | | | | | | | | | | | | 331,747 | | (3) | $ | 76,302 | | | — | | | $ | — | |
| Susan Larkin | | | | | | | | | | | | | 243,955 | | (4) | $ | 56,110 | | | — | | | $ | — | |
| J.D. Crowley | | | | | | | | | | | | | 165,026 | | (5) | $ | 37,956 | | | — | | | $ | — | |
| Andrew P. Sutor, IV | | | | | | | | | | | | | 175,041 | | (6) | $ | 40,259 | | | — | | | $ | — | |
(1) For purposes of computing the market value of the equity awards, the Company used the number of units reflected in the previous column, multiplied by the closing price of the Company’s stock of $0.23 on December 31, 2022.
(2) Mr. Field's RSUs vest as follows: 62,500 RSUs on 2/12/2023; 400,000 RSUs on 3/31/2023; 125,000 RSUs on 1/1/2024; 75,000 RSUs on 3/31/2024; 62,500 RSUs on 1/1/2025; 75,000 RSUs on 3/31/2025, and 62,500 RSUs on 1/1/2026. Mr. Field's RSUs with market conditions shall vest on the later date of either the date on which the market criteria is attained or January 1, 2023 as described above under the "Grants of Plan-Based Awards Table" section.
(3) Mr. Schmaeling's RSUs vest as follow: 26,747 RSUs on 2/12/2023; 172,500 RSUs on 3/31/2023; 30,000 RSUs on 5/1/2023; 36,251 RSUs on 3/31/2024; 15,000 RSUs on 5/1/2024; 36,249 RSUs on 3/31/2025, and 15,000 RSUs on 5/1/2025.
(4) Ms. Larkin's RSUs vest as follows: 6,812 RSUs on 2/14/2023; 159,643 RSUs on 3/31/2023; 38,751 RSUs on 3/31/2024, and 38,749 RSUs on 3/31/2025.
(5) Mr. Crowley's RSUs vest as follows: 6,812 RSUs on 2/14/2023; 103,214 RSUs on 3/31/2023; 27,500 RSUs on 3/31/2024, and 27,500 RSUs on 3/31/2025.
(6) Mr. Sutor's RSUs vest as follows: 25,000 RSUs on 1/5/2023; 10,699 RSUs on 2/14/2023, 79,100 RSUs on 3/31/2023; 25,000 RSUs on 1/5/2024; 17,622 RSUs on 3/31/2024 and 17,620 RSUs on 3/31/2025.
OPTION EXERCISE AND STOCK VESTED TABLE
The following table provides certain information concerning the exercise of options and the vesting of restricted stock units during 2022 for each of our Named Executive Officers:
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| Option Exercises and Stock Vested |
| | Option Awards | | Stock Awards |
| | Number | | | | | | | | |
| | of Shares | | Value | | Number | | Value |
| | Acquired | | Realized | | of Shares | | Realized |
| | on | | on | | Acquired | | on |
| Name | | Exercise | | Exercise | | on Vesting | | Vesting |
| | (#) | | ($) | | (#) | | ($) |
| | | | | | | | | | |
| David J. Field | | — | | | $ | — | | | 328,629 | | $ | 961,875 | |
| Richard Schmaeling | | — | | | $ | — | | | 150,940 | | $ | 443,854 | |
| Susan R. Larkin | | — | | | $ | — | | | 95,406 | | $ | 287,364 | |
| J.D. Crowley | | — | | | $ | — | | | 59,865 | | $ | 178,544 | |
| Andrew P. Sutor IV | | — | | | $ | — | | | 113,233 | | $ | 325,808 | |
NONQUALIFIED DEFERRED COMPENSATION TABLE
The following table provides certain information concerning nonqualified deferred compensation activity during 2022 for each of our Named Executive Officers:
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| Nonqualified Deferred Compensation | |
| | (amounts in dollars) | |
| | Aggregate | | Executive | | | | | | | | | | | Aggregate | |
| | Balance | | Contributions | | | | | | | | Aggregate | | Balance | |
| | As of | | in 2022 | | Company | | Aggregate | | Withdrawals | | As of | |
| | December 31, | | Calendar | | Contributions | | Earnings | | or | | December 31, | |
| Name | | 2021 | | Year (1) | | in 2022 | | in 2022(2) | | Distributions | | 2022 (3) | |
| | | | | | | | | | | | | | | | | |
| David J. Field | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | |
| Richard Schmaeling | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | |
| Susan R. Larkin | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | |
| J.D. Crowley | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | |
| Andrew P. Sutor, IV | | $ | 46,280 | | $ | — | | | $ | — | | | $ | (7,280) | | | $ | — | | | $ | 39,000 | |
(1) Under the Company's nonqualified deferred compensation plan, the types of compensation that can be deferred are base compensation and bonus.
(2) The Company determines losses by providing the employee with a phantom account at a third party who offers a selection of mutual funds. Aggregate earnings are based upon the performance of the mutual funds.
(3) The employee or their designated beneficiaries are allowed withdrawals based upon certain events, such as death, disability or termination of employment.
CEO PAY RATIO DISCLOSURE
Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, presented below is the ratio of annual total compensation of David J. Field, the Company’s Chief Executive Officer, to the annual total compensation of the Company’s median employee (excluding the CEO).
We calculated the total annual compensation of the median employee for 2022 using the same methodology we used to calculate the total annual compensation for our CEO in the Summary Compensation Table above.
Mr. Field, our CEO, had total compensation of $2,769,525, as reflected in the Summary Compensation Table above. We estimate that:
(i) the median of the 2022 total compensation for all employees of the Company and its consolidated subsidiaries, other than our CEO, was $67,513 (the “Median Compensation”); and
(ii) the ratio of our CEO’s 2022 total compensation to the Median Compensation was approximately 41 to 1.
We note that, due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions described below. In this summary, we refer to the employee who received the Median Compensation as the “Median Employee.”
For purposes of this disclosure, the date used to identify the Median Employee was December 31, 2022 (the “Determination Date”). As of the Determination Date, our total population consisted of 4,295 employees (excluding the CEO), of which all were located in the United States.
For purposes of this pay ratio disclosure, Median Compensation was calculated by totaling for our Median Employee all applicable elements of compensation for 2022 in accordance with item 402(c)(2)(x) of Regulation S-K. To identify the Median Employee, we measured total compensation using our payroll and employment records as reported on each employee’s summary payroll register for the period from January 1, 2022 through December 31, 2022. For those full-time employees who were on the payrolls as of the Determination Date and had been hired during the year, we annualized their compensation for the period from January 1, 2022 through December 31, 2022. We did not utilize any statistical sampling or cost-of-living adjustments for purposes of this pay ratio disclosure. We did not apply any exclusions of employee wages or employees.
Pay versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and the Company’s financial performance.
The following table sets forth additional compensation information of our Chief Executive Officer (CEO) and our non-CEO NEOs along with total shareholder return, net income, and Adjusted EBITDA performance results for fiscal years 2022, 2021 and 2020:
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| Pay Versus Performance |
| Year | | Summary Compen-sation Table Total for PEO (1) | | Compen-sation Actually Paid to PEO (2) | | Average Summary Compen-sation Table Total for Non-PEO Named Executive Officers (3) | | Average Compen-sation Actually Paid to Non-PEOs Named Executive Officers (4) | | Value of initial fixed $100 investment based on: | | Net Income/(Loss) (6) | | Adjusted EBITDA (7) |
| | | | | | | | | | Total Share-holder Return (5) | | Peer Group Total Share-holder Return (5) | | | | |
| | | | | | | | | | | | | | | | |
| 2022 | $ | 2,769,525 | $ | 293,660 | $ | 910,078 | $ | 335,961 | $ | 156.89 | $ | 29.28 | $ | (140,671,000) | $ | 137,885,000 |
| | | | | | | | | | | | | | | | |
| 2021 | $ | 2,511,305 | $ | 3,108,217 | $ | 1,275,791 | $ | 1,302,423 | $ | 191.58 | $ | 75.28 | $ | (3,572,000) | $ | 165,667,000 |
| | | | | | | | | | | | | | | | |
| 2020 | $ | 2,671,933 | $ | 1,854,082 | $ | 924,097 | $ | 672,378 | $ | 148.865 | $ | 51.28 | $ | (242,224,000) | $ | 112,090,000 |
| | | | | | | | | | | | | | | | |
1.Reflects the total compensation of our current CEO, David Field, who is our PEO. Amounts shown are as calculated in the Summary Compensation Table (SCT) for each of the years shown.
2.The dollar amounts shown in these columns reflect “compensation actually paid” to Mr. Field calculated in accordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid during the applicable years. The adjustments made to the PEO's total compensation for each year to determine CAP are shown in the tables below.
3.Reflects the average total compensation of our non-PEO NEOs, as calculated in the SCT for each of the years shown.
4.The dollar amounts shown in these columns reflect average “compensation actually paid” to our other NEOs, calculated in accordance with SEC rules.
5.Pursuant to SEC rules, the TSR figures assume an initial investment of $100 on December 31, 2017. As permitted by SEC rules, the peer group referenced for purpose of the TSR comparison is the group of companies included in the S&P 500 Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K.
6.Reflects after-tax net income/(loss) attributable to stockholders prepared in accordance with GAAP for each of the years shown above.
7.Adjusted EBITDA measure provides useful information to management and investors by excluding certain income/(loss), expenses and gains and losses that may not be indicative of the Company's core operating and financial results. Adjusted EBITDA is a useful performance measure because certain items included in the calculation of net income/(loss) may either mask or exaggerate trends in the Company's ongoing operating performance measures, by identifying the individual adjustments, provide a useful mechanism for investors to consider these adjusted measures with some or all of the identified adjustments.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| CEO – Reconciliation of SCT Total to CAP Total (a) | | | | | |
| | | 2022 | | 2021 | | 2020 | |
| | | | | | | | |
| SCT Total Compensation | | $ | 2,769,525 | $ | 2,511,305 | $ | 2,671,933 | |
| Grant Date Fair Value of Awards Granted During Year | (b) | — | 1,360,250 | | 546,750 | | 1,455,070 | |
| Fair Value of Equity Calculated Using SEC Methodology | (c) | + | (1,115,615) | | 1,143,662 | | 637,219 | |
| Compensation actually paid | | $ | 293,660 | $ | 3,108,217 | $ | 1,854,082 | |
| | | | | | | | |
a.As shown in these tables, the CAP totals represent the SCT totals for the applicable year, but adjusted as required by SEC rules to include the fair value of current and prior year equity awards that are outstanding, vested or forfeited during the applicable year, instead of the grant date value of awards granted during the applicable year.
b.Represents the total of the amounts reported in the Stock Awards and Option Awards columns of the SCT for the applicable year.
c.The fair value of equity component of the CAP calculation was determined in accordance with SEC methodology for this disclosure. Unlike the SCT, which requires us to show the grant date value of equity awards granted during the applicable year, the CAP table requires us to calculate equity fair value as follows:
i.The year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year.
ii.the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year.
iii.for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value.
iv.Fair Value at Vest Date of Granted and vested current year.
v.Forfeited Current Year.
Fair Value of Equity Calculated Using SEC Methodology:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
CEO – CAP Fair Value of Equity Calculation | | | | | |
| | | 2022 | | 2021 | | 2020 | |
| | | | | | | | |
| Year-end Fair Value of Equity Awards Granted in the Year Outstanding and Unvested End of Year | | $ | 68,055 | $ | 587,250 | $ | 1,225,000 | |
| Year-over-year Change in FV of Outstanding and Unvested Equity Awards | | + | (1,290,323) | | 102,581 | | (623,790) | |
| Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | + | — | | — | | 279,650 | |
| Fair Value as of Vesting Date of Equity Awards Granted in Prior Years and Vested in the Year | | + | 106,653 | | 453,831 | | (243,641) | |
| Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | | - | — | | — | | — | |
| Value of Equity for CAP Purposes | | $ | (1,115,615) | $ | 1,143,662 | $ | 637,219 | |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Other NEOs (Average) – Reconciliation of SCT Total to CAP Total | (a) | | | | |
| | | 2022 | | 2021 | | 2020 | |
| | | | | | | | |
| Avg SCT Total Compensation | | $ | 910,078 | $ | 1,275,791 | $ | 924,097 | |
| Grant Date Fair Value of Awards Granted During Year | (b) | 0 | 64,208 | | 482,739 | | 361,377 | |
| Fair Value of Equity Calculated Using SEC Methodology | (c) | + | (509,909) | | 509,371 | | 109,658 | |
| Compensation Actually Paid | | $ | 335,961 | $ | 1,302,423 | $ | 672,378 | |
| | | | | | | | |
a.The CAP total figures were calculated using the same methodology described above in footnote to the CEO, “Reconciliation of SCT Total to CAP Total” tables shown above.
b.Represents the average total of the amounts reported in the Stock Awards and Option Awards columns of the SCT for these NEOs for the applicable year.
c.The fair value of equity component of the CAP calculation was determined using the same methodology described above in footnote (c) to the CEO “Reconciliation of SCT Total to CAP to Total” tables shown above, using averages for the included NEOs. The specific calculations for the included NEOs for the relevant years are shown in the table below.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Other NEOs – CAP Fair Value of Equity Calculation | | | | | | | | |
| | | 2022 | | 2021 | | 2020 | |
| | | | | | | | |
| Avg. Year-end Fair Value of Equity Awards Granted in the Year Outstanding and Unvested End of Year | | $ | 6,825 | $ | 349,819 | $ | 302,400 | |
| Avg. Year-over-year Change in FV of Outstanding and Unvested Equity Awards | | + | (550,303) | | 31,749 | | (174,894) | |
| Avg. Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | + | — | | — | | 37,600 | |
| Avg. Fair Value as of Vesting Date of Equity Awards Granted in Prior Years and Vested in the Year | | + | 33,569 | | 127,803 | | (55,448) | |
| Avg. Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | | — | — | | — | | — | |
Avg. Value of Equity for CAP Purposes
| | $ | (509,909) | $ | 509,371 | $ | 109,658 | |
| | | | | | | | |
Pay versus Performance: Most Important Measures
As discussed in the Compensation Discussion and Analysis, our executive compensation program and compensation decisions reflect the guiding principles of aligning long-term performance with shareholder interests. The metrics used within our incentive plans are selected to support these objectives. The most important financial performance measures used by the company to link executive compensation actually paid to the company’s NEOs for the most recently completed fiscal year to the company’s performance are as follows:
| | | | | | | | |
| | |
Most Important Performance Measures |
Adjusted EBITDA |
Revenue |
Expense |
Relationship between Compensation actually paid and Company/Peer group Total Shareholder Return
While the company utilizes several performance measures to align executive compensation with company performance, not all of those company measures are presented in the Pay versus Performance table set forth above. Moreover, the company generally seeks to incentivize positive long-term performance and, therefore, does not specifically align the company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v), the company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.
Pay versus Performance: Net Income
Pay versus Performance: Adjusted EBITDA
