DEF 14A of E.w. Scripps Co, Mar 22, 2024

DEF 14A of E.w. Scripps Co

Filed Mar 22, 2024 · FY20230000950170-24-035187

Open on EDGAR

  1. Proposal 1 Election of Directors

    Proposal 1 Election of Directors (Item 1 on the Proxy Card) A board of 11 directors is to be elected, three by the holders of Class A Common Shares voting separately as a class and eight by the holders of Common Voting Shares voting separately as a class. The nominating & governance committee recommended to the Board each of the nominees set forth on the following pages. In the election, the nominees receiving the greatest number of votes will be elected. Directors are elected by the shareholders for terms of one year and hold office until their successors are elected and qualify. Each of the director nominees identified in this Proxy Statement has consented to being named as a nominee in our proxy materials and has accepted the nomination and agreed to serve as a director if elected. Each proxy for Class A Common Shares executed and returned by a holder of such shares will be voted for the election of the three directors hereinafter shown as nominees for such class of shares, unless otherwise indicated on such proxy. Each proxy for Common Voting Shares executed and returned by a holder of such shares will be voted for the election of the eight directors hereinafter shown as nominees for such class of shares, unless otherwise indicated on such proxy. Although the Board does not contemplate that any of the nominees hereinafter named will be unavailable for election, in the event that any such nominee is unable to serve, the proxies will be voted for the remaining nominees and for such other person(s), if any, as the Board may propose.

  2. Proposal 1 Election of Directors

    | ✓ | THE BOARD RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES FOR WHICH YOU ARE ENTITLED TO VOTE FOR ELECTION AS A DIRECTOR. |

  3. Report on the Nominees for Election to the Board of Directors

    Report on the Nominees for Election to the Board of Directors The following table sets forth certain information as to each of the nominees for election to the Board. Lauren Rich Fine, who has been a director since May 2018, has elected not to stand for re-election to the Board of Directors on May 6, 2024.

  4. Nominees for Election by Holders of Class A Common Shares

    Nominees for Election by Holders of Class A Common Shares

  5. Nominees for Election by Holders of Class A Common Shares

    | Age: 63 Director since: 2022 | Burton F. Jablin Former Chief Operating Officer for Scripps Networks Interactive, spin-off of The E.W. Scripps Company 2015-2018. President, Scripps Networks Interactive 2013-2015. President, Home Category Scripps Networks Interactive 2009-2013. President, HGTV, Scripps Networks 2005-2009. | | Committees:  Compensation & Talent Management | | | Age: 48 Director since: N/A | Nishat A. Mehta(1) Chief Operating Officer & President of Lexitas effective March 2024. Former President, Global Products & Solutions from 2020 to 2023 and President, Media from 2017 to 2020 at Circana. Executive Vice President, Customer Communications from 2015 to 2017 and Executive Vice President, Global Partnerships from 2012 to 2015 at dunnhumby Ltd/84.51°. | | Age: 68 Director since: 2008 | Kim Williams(2) Chair of the Board from May 2021 to present. Lead Director 2018 to May 2021. Retired since 2006. Senior Vice President, Partner, and Associate Director of Global Industry Research at Wellington Management Company, LLP from 1995 to 2001. Senior Vice President, Partner, Global Industry Analyst from 1986 to 1995. | | Committees:  Audit (Chair)  Executive (Chair)  Nominating & Governance | |

  6. Nominees for Election by Holders of Class A Common Shares

    | Nominees for Election by Holders of Common Voting Shares | | | Age: 72 Director since: 2019 | Marcellus W. Alexander, Jr. Senior Advisor, Television and President of National Association of Broadcasters Leadership Foundation from 2018 to 2019. Executive Vice President, Television and President, National Association of Broadcasters Education Foundation from 2004 to 2018. Executive Vice President, Television of National Association of Broadcasters from 2002 to 2004. | | Committees:  Compensation & Talent Management | | | Age: 48 Director since: 2015 | Charles L. Barmonde(3) Private investor, educator and entrepreneur. Owner and founder of Arch Contemporary Ceramics, a retail gallery and studio. Former Trustee of the Scripps Howard Foundation. | | Committees:  Compensation & Talent Management  Executive | | | Age: 64 Director since: 2013 | Kelly P. Conlin Chairman and Chief Executive Officer of Zinio, Inc. from 2015 to 2019. Chairman and Chief Executive Officer of NameMedia from 2006 to 2015. Chief Executive Officer of Primedia from 2003 to 2005. Chief Executive Officer of IDG Inc. from 1995 to 2002. | | Committees:  Compensation & Talent Management (Chair)  Executive | |

  7. Nominees for Election by Holders of Class A Common Shares

    | Age: 44 Director since: 2023 | Raymundo H. Granado, Jr.(3)(5) Private investor and philanthropist. Board member of RightGift since 2020 (after two years as a board advisor). Trustee of the Scripps Howard Foundation/Fund since 2018. Director of the Scripps Family Impact Fund. Charter member of the charitable advisory board to the Adam R. Scripps Foundation. | | Committees: Nominating & Governance | | | Age: 66 Director since: 2008 | John W. Hayden(4) President and Chief Executive Officer of CJH Consulting. President and Chief Executive Officer of The Midland Company from 1998 to 2010. Chairman, President and Chief Executive Officer of American Modern Insurance Group from 1996 to 1998. | | Committees:  Audit  Executive  Nominating & Governance (Chair) | | | Age: 49 Director since: 2023 | Monica O. Holcomb(3) Private investor and philanthropist. Founding director of the Scripps Family Impact Fund since 2018. Charter member of the charitable advisory board to the Adam R. Scripps Foundation. Director of Miramar Services, Inc., since 2019, and chair of its Vision Statement Committee. | | Committees: Nominating & Governance | |

  8. Nominees for Election by Holders of Class A Common Shares

    | Age: 59 Director since: 2022 | Leigh B. Radford(6) Retired Senior Vice President, Procter & Gamble and founder of P&G Ventures 2015-2022. VP/General Manager, Procter & Gamble 2006-2015. Marketing Director, Procter & Gamble 1998-2005. Brand Manager, Procter & Gamble 1995-1997. | | Committees: Nominating & Governance | | | Age: 49 Director since: 2017 | Adam P. Symson President and Chief Executive Officer since August 2017. Chief Operating Officer from November 2016 through August 2017. Senior Vice President of Digital from 2013 through 2016. Chief Digital Officer from 2011 through 2013. Vice President Interactive Media/Television from 2007 to 2011. | | Committees: Executive | |

  9. Nominees for Election by Holders of Class A Common Shares

    Mr. Mehta is a chair, treasurer and trustee of The Advertising Research Foundation since 2017; Board Member of Sports Innovation Lab since 2023 (2) Ms. Williams is a director of Weyerhauser Company (a forest products company) and Xcel Energy, Inc. (a utility company). (3) Mr. Barmonde, Mr. Granado and Ms. Holcomb are all Signatories to the Scripps Family Agreement. Ms. Holcomb and Messrs. Barmonde and Granado are cousins. See "Related Party Transactions-Scripps Family Agreement" below. (4) Mr. Hayden is a director of ABR Re (a Bermuda-based reinsurance company), Hauser Private Equity and General Nano (an advanced materials company). (5) Mr. Granado is a director of RightGift (a technology company that builds free software for the charitable ecosystem). (6) Ms. Radford is a director of FAST Studios, Goodwill Industries International and Heaven Hill; Inc. * Age reflected as of March 22, 2024.

  10. 2023 Compensation Highlights

    | Adam P. Symson |  Received a 6.3% annual base salary increase  Increased STI target to 110%  Maintained LTI target at $4,200,000 | | | Jason P. Combs |  Received a 12.5% base salary increase  Maintained STI target at 60%  Increased LTI target by $1,050,000 | | | Lisa A. Knutson |  Received a 25.8% base salary increase  Maintained STI target at 60%  Increased LTI target by $1,200,000 | | | Brian G. Lawlor |  Received a 1.9% base salary increase  Maintained STI target at 60%  Increased LTI target by $60,000 | | | Laura M. Tomlin |  Received a 20% base salary increase  Maintained STI target at 60%  Increased LTI target by $800,000 | |

  11. Base Salary

    Base Salary We provide competitive base salaries to attract and retain key executive talent. Given the restructuring of our organization, and to benchmark our competitiveness with our peer group, we made the base pay changes previously described under “2023 Compensation Highlights.”

  12. Short-Term Incentive

    Short-Term Incentive The Company maintains a short-term incentive program, under which our named executive officers are eligible to receive annual cash payments based on the extent to which certain operational goals are achieved. Mr. Symson's employment agreement, which was finalized in 2022, provided for an increase in his STI opportunity beginning with the 2023 performance year. During the annual performance review process in February 2023, the Committee did not make any changes to the STI opportunities for the other named executive officers. The target STI opportunities, expressed as a percentage of annual base salary, were as follows:

  13. Short-Term Incentive

    | Name | Target Opportunity (as % of Base Salary) | | Mr. Symson | 110% | | Mr. Combs | 60% | | Ms. Knutson | 60% | | Mr. Lawlor | 60% | | Ms. Tomlin | 60% |

  14. Short-Term Incentive

    In February 2023, the Committee established an STI program for the year for the named executive officers. This program was based on the operating cash flow and revenue goals set forth in our business plan.

  15. Short-Term Incentive

    | Operating Cash Flow. We believe that a Company operating cash flow goal is an appropriate focus for our incentive compensation program because it is vital to the success of our businesses moving forward. |

  16. Short-Term Incentive

    | Revenue. We believe that a Company revenue goal focuses our named executive officers on our revenue growth objectives. |

  17. Short-Term Incentive

    The 2023 STI program payouts for the performance period are calculated as follows: Our operating cash flow and revenue targets depend in part on anticipated advertising levels for the year. Advertising revenues increase significantly during even-numbered years when local, state and federal elections occur. In addition, every four years, political spending typically is elevated due to the presidential election. Because of these political election cycles, we usually see a significant difference in our operating results when comparing performance in even-numbered years to odd-numbered years. Consistent with past practice, our operating cash flow and revenue targets for 2023 (an odd-numbered year) were set below results for 2022 (an even-numbered year) to reflect the nature of political spending. The following tables set forth the operating cash flow and revenue targets for 2023 and the related achievement levels:

  18. Short-Term Incentive

    | Performance Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (150% Payout) | Actual Results | Payout Level | | Operating Cash Flow Company | $301.1 | $376.4 | $451.7 | $376.3 | 100% | | Revenue Company | $2,113.7 | $2,348.5 | $2,583.4 | $2,292.9 | 88% |

  19. Short-Term Incentive

    The following chart sets forth the definitions for each of the performance goals:

  20. Short-Term Incentive

    | Performance Goal | Description | | Company Operating Cash Flow | Consolidated operating income, as reported in the Company’s Annual Report on Form 10-K for the period ending December 31, 2023 (“Annual Report”) as adjusted to include similar amounts related to any discontinued operations, excluding depreciation, amortization of intangible assets, asset impairment charges, restructuring charges, and expenses incurred in association with a business acquisition, less additions to property, plant and equipment from continuing and discontinued operations, and excluding any amounts recorded for annual and long-term incentives earned under each plan. | | Company Revenue | Consolidated operating revenue, as reported in the Annual Report for the performance period, adjusted to include revenue from discontinued operations. | | Automatic Adjustments | If the Company acquires any businesses during the performance period, then the threshold, target and maximum performance levels for each of the performance goals, as applicable, shall be increased by the acquired business’ budgeted contribution for the periods subsequent to the acquisition. If the Company divests any businesses during the performance period, then the threshold, target and maximum performance levels for each of the performance goals, as applicable, shall be decreased by the divested business’ budgeted contribution for the periods subsequent to the divestiture. |

  21. Short-Term Incentive

    Based on the performance results as outlined in the tables immediately above, the blended payout level for each named executive officer under the 2023 STI program was as follows:

  22. Short-Term Incentive

    | Name | 2023 STI Payout Percentage | | Mr. Symson | 97.00% | | Mr. Combs | 97.00% | | Ms. Knutson | 97.00% | | Mr. Lawlor | 97.00% | | Ms. Tomlin | 97.00% |

  23. Short-Term Incentive

    For more information on the 2023 STI opportunities for our named executive officers, please refer to the “2023 Grants of Plan-Based Awards” section of this Proxy Statement. The amount of the STI earned for 2023 is set forth in the Non-Equity Incentive Plan Compensation column of the “2023 Summary Compensation Table” of this Proxy Statement. In February 2024, the Committee also approved a discretionary bonus for Mr. Lawlor in the amount of $250,000, which is included in the "Bonus" column of the "2023 Summary Compensation Table" of this Proxy Statement. The discretionary bonus was intended to recognize Mr. Lawlor's significant contributions during 2023 to the successful launch of Scripps Sports, which is a critical part of our strategic plan.

  24. Long-Term Incentive

    Long-Term Incentive The Committee believes that a competitive LTI program is an important component of total compensation because it: (i) enhances the retentive value of our compensation; (ii) motivates and rewards executives for increasing our stock price and developing long-term value; and (iii) provides executives with an opportunity for stock ownership to align their interests with those of our shareholders.

  25. Long-Term Incentive Opportunities

    Long-Term Incentive Opportunities In 2023, the LTI opportunities for our named executive officers were adjusted to reflect the current leadership structure of the company and the applicable market data for each of their roles and for Ms. Knutson, Mr. Combs and Ms. Tomlin to recognize their expanded roles and provide additional incentives to achieve our business objectives related to the reorganization described above.

  26. Long-Term Incentive Opportunities

    | Name | 2023 LTI Opportunity | Change in LTI Target Opportunity | | Mr. Symson | $4,200,000 | $— | | Mr. Combs | $1,750,000 | $1,050,000 | | Ms. Knutson | $2,000,000 | $1,200,000 | | Mr. Lawlor | $860,000 | $60,000 | | Ms. Tomlin | $1,400,000 | $800,000 |

  27. Long-Term Incentive Opportunities

    Under the 2023 long-term incentive program, the LTI target opportunity was allocated between performance-based and time-based RSUs as follows, with the CEO being allocated a higher percentage of performance-based RSUs given his direct responsibility for the overall performance of the Company.

  28. Long-Term Incentive Opportunities

    | | Allocation | | | | Award Type | CEO | Others | Brief Summary | | Performance-Based RSUs | 60% | 50% |  Earned based on achieving two equally weighted performance goals under our STI program: Company operating cash flow and revenue  Any units earned based on performance results vest in four equal annual installments from the date of grant | | Time-Based RSUs | 40% | 50% |  Vest in four equal annual installments from the date of grant |

  29. Long-Term Incentive Opportunities

    The long-term incentive grants are intended to foster employee stock ownership, align the interests of management with those of our shareholders, and enhance our retention program. Moreover, the time-based vesting conditions, combined with the Company’s stock ownership requirements, are intended to provide a direct incentive for our management to build sustained, long-term shareholder value. The performance and payout scale for performance-based RSUs is the same as the scale used under the 2023 STI program for Company operating cash flow and revenue; however, unlike the 2023 STI program, the two goals are weighted equally. We believe that, since operating cash flow and revenue are vital to the success of our businesses moving forward, they should be heavily weighted in our incentive compensation programs. The metrics are subject to audit, and we adjust the goals for major investments during the year so that our long-term growth is not jeopardized. Our Company results are reflected in the table below, resulting in a weighted average payout of 94%. Any units earned based on performance results vest in four equal annual installments from the date of grant, subject to continued employment. We believe that any risk inherent in focusing on Company operating cash flow and revenue under the 2023 STI program and long-term incentive plan is mitigated by the long-term vesting schedule of our equity awards, our stock ownership guidelines and our recoupment policy.

  30. Long-Term Incentive Opportunities

    | Performance Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (150% Payout) | Actual Results | Payout Level | | Operating Cash Flow Company | $301.1 | $376.4 | $451.7 | $376.3 | 100% | | Revenue Company | $2,113.7 | $2,348.5 | $2,583.4 | $2,292.9 | 88% |

  31. Equity Grant Practices

    Equity Grant Practices The Committee typically approves annual equity awards at its February meeting, the date of which is usually set two years in advance. Due to the restructuring efforts that began in early 2023, the annual equity award values for 2023 were approved at the February meeting but were not effective until May 1, 2023. In order to mitigate the impact of fluctuations in our stock price, award values are converted into a number of shares by dividing the applicable dollar value of the long-term incentive opportunity by the average of the closing per-share prices of our Class A Common Shares for the 30 trading days immediately preceding and including the effective date of the equity award. Even though the grants were not effective until May 1, 2023, the approved dollar values for the equity awards were converted to a number of units using the stock price through March 1, 2023 (rather than through May 1, 2023) to maintain our past practice. The Committee does not grant equity compensation awards in anticipation of the release of material, nonpublic information. Similarly, the Company does not time the release of material, nonpublic information to coincide with equity award grant dates.

  32. Additional Information

    Additional Information For more information on the equity awards granted to our named executive officers in 2023, please refer to the “2023 Grants of Plan-Based Awards” table in this Proxy Statement. For information about the total number of equity awards outstanding as of the end of 2023 with respect to each named executive officer, please refer to the “2023 Outstanding Equity Awards at Fiscal Year-End” table of this Proxy Statement.

  33. Compensation Recoupment Policy

    Compensation Recoupment Policy We maintain a recoupment policy, under which we are required to recover incentive-based compensation paid to a current or former executive officer with respect to the three years preceding a year in which we prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. The compensation recoverable is the amount in excess of the amount that would have been payable to the executive officer under the restated financial statements. The recoupment must be applied regardless of whether the executive officer was responsible for the error that led to the accounting restatement. The policy became effective as of October 2, 2023. The mandatory recoupment policy is intended to comply with the applicable Nasdaq listing standards that were revised in response to the mandates under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Moreover, our equity awards and long-term incentive plan provide that if the Committee determines a participant has engaged in any "detrimental activity," either during service with the Company or a subsidiary or after termination of such service, then, promptly upon receiving notice of the Committee's determination, the participant shall: i. forfeit all equity awards granted under the plan to the extent then held by the participant; ii. return to the Company or the subsidiary all shares received under awards within the prior 2 years that the participant still holds; and iii. with respect to any shares acquired under awards within the last 2 years that had been disposed of, pay to the Company, in cash, the fair market value of the shares on the date acquired. Detrimental activity generally means violations of any non-compete, non-solicitation, confidentiality, or ownership of works covenants, each as set forth in any agreement between the participant and the Company or a subsidiary, including, but not limited to, the award agreement or any severance plan maintained by the Company or a subsidiary that covers the participant. Detrimental activity also includes: (i) participant's commission of any act of fraud, misappropriation or embezzlement against or in connection with the Company or any of its subsidiaries, or (ii) a conviction, guilty plea or plea of nolo contendere of a participant for any crime involving dishonesty or for any felony. These policies are designed to enable the board of directors to recover incentive compensation received by employees under specified circumstances that are inconsistent with the maintenance of a culture that emphasizes integrity and accountability and that reinforces our pay for performance philosophy.

  34. Employment Agreements, Executive Severance and Change in Control Plan

    Employment Agreements, Executive Severance and Change in Control Plan The Committee believes severance protections convey the Company’s commitment to each named executive officer while offering flexibility for any potential changes in compensation or duties. Accordingly, the Company provides severance protections for named executive officers under an employment agreement (for Mr. Symson only) and the Executive Severance and Change in Control Plan for the other named executive officers.

  35. Employment Agreement

    Employment Agreement On August 2, 2022, Mr. Symson entered into an employment agreement with the Company, which extends his employment through December 31, 2027. The agreement provides for severance benefits in the event of an involuntary termination of employment without “cause” or a termination for “good reason,” death or disability. The agreement provides additional severance benefits in the event his employment terminates within 2 years after a change in control. Mr. Symson’s severance benefits are more fully described in the “Potential Payments Upon Termination or Change in Control” section of this Proxy Statement.

  36. Severance and Change in Control Plan

    Severance and Change in Control Plan The Severance and Change in Control Plan provides severance protection for certain employees, including the named executive officers other than Mr. Symson, following a termination event. The Company does not provide tax gross-ups for named executive officers or any other employees in the event they are subject to golden parachute excise taxes on payments received in connection with a change in control. All equity awards held by our named executive officers would immediately vest upon a change in control. Unlike the cash severance described above, the accelerated vesting is not contingent upon a qualifying termination of employment within a certain period following a change in control. This “single trigger” is appropriate because the Company’s equity may change in the event of a change in control and the Committee believes our named executive officers should have the same opportunity to realize value in a change in control transaction as public shareholders.

  37. Additional Information

    Additional Information Please refer to the “Potential Payments Upon Termination or Change in Control” section of this proxy statement for information regarding potential payments and benefits, if any, that each named executive officer is entitled to receive upon certain terminations of employment or in connection with a change in control.

  38. Compensation Consultant and Peer Group

    Compensation Consultant and Peer Group

  39. Independent Compensation Consultant

    Independent Compensation Consultant The Committee directly retains an independent compensation consultant for purposes of developing and reviewing our executive compensation strategy and programs. The Committee reviews the performance of its compensation consultant on an annual basis. Minimally, every 5 years the Committee issues a request for proposal in the marketplace. Since 2021, the Committee has retained Korn Ferry as its consultant. Korn Ferry reported directly to the Committee and served at the sole discretion of the Committee. It did not perform any other services for the Company. On a prospective basis, the Committee assessed the independence of Korn Ferry pursuant to Securities and Exchange Commission rules and concluded that no conflict of interest existed that would prevent Korn Ferry from independently advising the Committee. The independent compensation consultant attends each Committee meeting and provides advice to the Committee at the meetings, including reviewing and commenting on market compensation data used to establish the compensation of the executive officers and directors, the terms and performance goals applicable to incentive plan awards and analysis with respect to specific projects and information regarding trends and competitive practices.

  40. Compensation Peer Group

    Compensation Peer Group When determining our compensation peer group, we use criteria to find meaningful peer companies with characteristics such as companies that consist of broadcast and other media companies headquartered in the United States that trade on a major U.S. stock exchange with revenues between 0.5x to 2.0x of our revenue in the media and entertainment industry who have similar business models as us. We strive for a robust and defensible peer group, which means some companies may not be entirely within the desired criteria. We review our compensation peer group annually based on the Company’s current strategic direction, size and market for competitive talent. The 2023 peer group, used in conjunction with 2023 compensation decisions, consisted of the following companies: Revenue Comparison* (in millions) *Revenue values are based on 2021 revenues (most current annual revenue data available when 2023 compensation decisions were made)

  41. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following Summary Compensation Table provides information regarding the compensation earned in 2023, 2022 and 2021 by our named executive officers.

  42. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Adam P. Symson | 2023 | 1,275,000 | — | 2,487,690 | 1,360,425 | 26,226 | 165,443 | 5,314,784 | | President & Chief | 2022 | 1,200,000 | — | 12,816,347 | 753,000 | — | 274,450 | 15,043,797 | | Executive Officer | 2021 | 1,200,000 | 300,000 | 3,869,769 | 1,650,000 | — | 333,900 | 7,353,669 | | Jason P. Combs | 2023 | 675,000 | — | 1,036,533 | 392,850 | — | 40,893 | 2,145,276 | | Chief Financial Officer | 2022 | 600,000 | — | 734,724 | 225,900 | — | 34,304 | 1,594,928 | | | 2021 | 495,644 | 100,000 | 604,648 | 407,670 | — | 49,412 | 1,657,374 | | Lisa A. Knutson | 2023 | 975,000 | — | 1,184,623 | 567,450 | 18,849 | 162,528 | 2,908,450 | | Chief Operating Officer | 2022 | 775,000 | — | 839,649 | 230,175 | — | 58,909 | 1,903,733 | | | 2021 | 699,178 | 300,000 | 725,598 | 565,462 | — | 53,542 | 2,343,780 | | Brian G. Lawlor | 2023 | 790,000 | 250,000 | 509,377 | 459,780 | 109,223 | 53,042 | 2,171,422 | | President, Scripps Sports | 2022 | 775,000 | — | 839,649 | 305,738 | — | 63,615 | 1,984,002 | | | 2021 | 750,000 | 300,000 | 786,033 | 626,625 | — | 55,366 | 2,518,024 | | Laura M. Tomlin | 2023 | 600,000 | — | 829,238 | 349,200 | — | 41,764 | 1,820,202 | | Chief Administrative Officer | 2022 | 500,000 | — | 629,754 | 188,250 | — | 42,793 | 1,360,797 | | | 2021 | 399,342 | 300,000 | 483,739 | 329,458 | — | 37,334 | 1,549,873 |

  43. 2023 Summary Compensation Table

    (1) For 2023, represents a discretionary bonus paid to Mr. Lawlor in early 2024 to recognize his significant contributions to the successful launch of Scripps Sports, which is a critical part of our strategic plan. For 2021, represents a transaction bonus recognizing the extraordinary efforts in connection with the negotiation and closing of the ION acquisition. (2) Represents the aggregate grant date fair value, as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“FASB ASC Topic 718”), of time-based restricted share units and performance-based restricted share units (based on the probable outcome of the performance condition as of the date of grant) in the applicable year, disregarding the impact of estimated forfeitures. See footnote 17 of the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023 (“2022 Annual Report”), for an explanation of the assumptions made in the valuation of the awards. The aggregate grant date fair value of the performance-based restricted share units granted in 2023, assuming the highest level of performance would be achieved, is as follows: Mr. Symson, $2,238,926; Mr. Combs, $777,402; Ms. Knutson, $888,469; Mr. Lawlor, $382,039; and Ms. Tomlin, $621,935. The Company met the performance metrics necessary for a 94% payout of the performance-based restricted share units granted in 2023. The Company met the performance metrics necessary for a 60% payout of the performance-based restricted share units granted in 2022, not including Mr. Symson's equity grant related to his employment agreement dated August 2, 2022, where the performance period extends until December 31, 2027. The Company met the performance metrics necessary for a 130% payout of the performance-based restricted share units granted in 2021. (3) Represents the short-term incentive earned in the applicable year. (4) Represents the change in the present value of the accumulated benefits under the pension plan and the Scripps Supplemental Executive Retirement Plan (SERP) for the applicable year. In 2023, the values in these plans increased for Mr. Symson, 26,226; Ms. Knutson, 18,849; and Mr. Lawlor, 109,223 due to a decrease in discount rates and change in the mortality tables. Our named executive officers did not accrue any preferential or above-market earnings on nonqualified deferred compensation. The Company froze service accruals in the pension plan and SERP effective June 30, 2009, and froze all compensation accruals after 2014. Mr. Combs and Ms. Tomlin are not eligible for the pension plan or SERP. Represents the perquisites and other benefits earned in the applicable year. The benefits for 2023 are outlined in the table below. For more information about these benefits, please refer to the Compensation Discussion and Analysis (“CD&A”) section of this Proxy Statement.

  44. 2023 Summary Compensation Table

    | Name | Financial Planning ($)(i) | Charitable Contributions ($)(ii) | Executive Physical ($)(iii) | Matching Contribution ($)(iv) | Personal Aircraft Travel(v) | Total ($) | | Mr. Symson | 15,000 | 1,800 | 2,689 | 70,982 | 74,972 | 165,443 | | Mr. Combs | 2,950 | 2,500 | 3,912 | 31,531 | — | 40,893 | | Ms. Knutson | 11,000 | — | — | 42,181 | 109,347 | 162,528 | | Mr. Lawlor | 10,822 | 2,000 | 1,869 | 38,351 | — | 53,042 | | Ms. Tomlin | 11,000 | — | 3,175 | 27,589 | — | 41,764 |

  45. 2023 Summary Compensation Table

    Represents all amounts paid by the Company for financial planning services. (ii) Scripps Howard Foundation matches on a dollar-for-dollar basis up to $2,500 annually for charitable contributions made by the executives. This program is available to all employees. (iii) Represents the cost of the senior executive physical, if any, that is in excess of the cost of a physical covered under the Company’s general health plan. (iv) Represents the amount of all matching contributions made under the Company’s 401(k) plan and Executive Deferred Compensation Plan. (v) Represents the amount paid by the Company for the executive's use of a private aircraft for limited personal travel as permitted under the Corporate Aviation Policy.

  46. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table sets forth information for each named executive officer regarding short-term incentive and restricted share unit awards granted during 2023.

  47. 2023 Grants of Plan-Based Awards

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or | Grant Date Fair Value of Stock | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (#)(3) | Awards ($)(4) | | | Short-Term Incentive | | 701,250 | 1,402,500 | 2,103,750 | | | | | | | | 5/1/2023 | 2/16/2023 | | | | 88,112 | 176,224 | 264,336 | | 1,492,617 | | Mr. Symson | 5/1/2023 | 2/16/2023 | | | | | | | 117,482 | 995,073 | | | Short-Term Incentive | | 202,500 | 405,000 | 607,500 | | | | | | | | 5/1/2023 | 2/15/2023 | | | | 30,594 | 61,189 | 91,783 | | 518,271 | | Mr. Combs | 5/1/2023 | 2/15/2023 | | | | | | | 61,188 | 518,262 | | | Short-Term Incentive | | 292,500 | 585,000 | 877,500 | | | | | | | | 5/1/2023 | 2/15/2023 | | | | 34,965 | 69,931 | 104,896 | | 592,316 | | Ms. Knutson | 5/1/2023 | 2/15/2023 | | | | | | | 69,930 | 592,307 | | | Short-Term Incentive | | 237,000 | 474,000 | 711,000 | | | | | | | | 5/1/2023 | 2/15/2023 | | | | 15,035 | 30,070 | 45,105 | | 254,693 | | Mr. Lawlor | 5/1/2023 | 2/15/2023 | | | | | | | 30,069 | 254,684 | | | Short-Term Incentive | | 180,000 | 360,000 | 540,000 | | | | | | | | 5/1/2023 | 2/15/2023 | | | | 24,476 | 48,952 | 73,428 | | 414,623 | | Ms. Tomlin | 5/1/2023 | 2/15/2023 | | | | | | | 48,951 | 414,615 |

  48. 2023 Grants of Plan-Based Awards

    (1) Represents the short-term incentive opportunities granted in 2023. The “Threshold,” “Target” and “Maximum” columns reflect the range of potential payouts when the performance goals were established. The "Target" column reflects the payout when the performance goal was established; the threshold payout level is 50% of target and the maximum payout level is 150%. The actual 2023 incentive award is set forth in the “Non-Equity Incentive Plan Compensation” column of the “2023 Summary Compensation Table” of this proxy statement. (2) Represents the performance-based restricted share units granted in 2023 under the Long-Term Incentive Plan. The "Target" column reflects the payout when the performance goal was established; the threshold payout level is 50% of target and the maximum payout level is 150%. Any units earned would be subject to a four-year vesting schedule. In 2023, the performance metric resulted in a payout of 94% of the target performance shares subject to a four year vesting schedule, with the first installment vesting on May 1, 2024. (3) Represents the time-based restricted share units granted in 2023 under the Long-Term Incentive Plan. The time-based restricted share units vest in four equal, annual installments for so long as the executive remains employed by the Company. Vesting accelerates upon the executive’s termination without cause, death, disability, or retirement, or in the event of a change in control. The executives are entitled to dividend equivalents if and when dividends are paid on Class A Common Shares. Represents the grant date fair value (market price), as determined in accordance with FASB ASC Topic 718, of each equity award listed in the table.

  49. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End The following tables set forth information for each named executive officer with respect to each award of time-based and performance-based restricted share units that had not vested and remained outstanding as of December 31, 2023.

  50. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock that have not Vested (#)(1) | Market Value of Shares or Units of Stock that have not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Unit or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Mr. Symson | 747,860 | 5,975,401 | 420,106 | 3,356,647 | | Mr. Combs | 155,680 | 1,243,883 | — | — | | Ms. Knutson | 188,455 | 1,505,755 | — | — | | Mr. Lawlor | 114,135 | 911,939 | — | — | | Ms. Tomlin | 133,804 | 1,069,094 | — | — |

  51. 2023 Outstanding Equity Awards at Fiscal Year-End

    Represents the number of time-based restricted share units for each named executive officer outstanding as of December 31, 2023. Vesting is accelerated upon a termination without cause, death, disability, retirement or change in control. The vesting dates for outstanding restricted share units are as follows:

  52. 2023 Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Total Number of Restricted Share Units Outstanding | Vesting Date | | Mr. Symson | 3/17/2020 | 22,940 | 22,940 on 3/1/2024 | | | 3/17/2020 | 36,130 | 36,130 on 3/1/2024 | | | 3/1/2021 | 38,163 | 19,081 on 3/1/2024; 19,082 on 3/1/2025 | | | 3/1/2021 | 74,419 | 37,209 on 3/1/2024; 37,210 on 3/1/2025 | | | 3/1/2022 | 59,490 | 19,830 on 3/1/2024; 19,830 on 3/1/2025; 19,830 on 3/1/2026 | | | 3/1/2022 | 53,541 | 17,847 on 3/1/2024; 17,847 on 3/1/2025; 17,847 on 3/1/2026 | | | 8/2/2022 | 180,045 | 180,045 on 12/31/2027 | | | 5/1/2023 | 117,482 | 29,370 on 5/1/2024; 29,371 on 3/1/2025; 29,370 on 3/1/2026; 29,371 on 3/1/2027 | | | 5/1/2023 | 165,650 | 41,412 on 5/1/2024; 41,413 on 3/1/2025; 41,412 on 3/1/2026; 41,413 on 3/1/2027 | | | Total | 747,860 | | | Mr. Combs | 3/1/2021 | 7,454 | 3,727 on 3/1/2024; 3,727 on 3/1/2025 | | | 3/1/2021 | 9,690 | 4,845 on 3/1/2024; 4,845 on 3/1/2025 | | | 3/1/2022 | 12,394 | 4,131 on 3/1/2024; 4,131 on 3/1/2025; 4,132 on 3/1/2026 | | | 3/1/2022 | 7,437 | 2,479 on 3/1/2024; 2,479 on 3/1/2025; 2,479 on 3/1/2026 | | | 5/1/2023 | 61,188 | 15,297 on 5/1/2024; 15,297 on 3/1/2025; 15,297 on 3/1/2026; 15,297 on 3/1/2027 | | | 5/1/2023 | 57,517 | 14,379 on 5/1/2024; 14,379 on 3/1/2025; 14,379 on 3/1/2026; 14,380 on 3/1/2027 | | | Total | 155,680 | | | Ms. Knutson | 3/17/2020 | 7,010 | 7,010 on 3/1/2024 | | | 3/17/2020 | 4,907 | 4,907 on 3/1/2024 | | | 3/1/2021 | 8,945 | 4,472 on 3/1/2024; 4,473 on 3/1/2025 | | | 3/1/2021 | 11,629 | 5,814 on 3/1/2024; 5,815 on 3/1/2025 | | | 3/1/2022 | 14,164 | 4,721 on 3/1/2024; 4,721 on 3/1/2025; 4,722 on 3/1/2026 | | | 3/1/2022 | 8,242 | 2,576 on 3/1/2024; 2,833 on 3/1/2025; 2,833 on 3/1/2026 | | | 5/1/2023 | 67,823 | 15,375 on 5/1/2024; 17,483 on 3/1/2025; 17,482 on 3/1/2026; 17,483 on 3/1/2027 | | | 5/1/2023 | 65,735 | 16,433 on 5/1/2024; 16,434 on 3/1/2025; 16,434 on 3/1/2026; 16,434 on 3/1/2027 | | | Total | 188,455 | | | Mr. Lawlor | 3/17/2020 | 7,647 | 7,647 on 3/1/2024 | | | 3/17/2020 | 5,353 | 5,353 on 3/1/2024 | | | 3/1/2021 | 9,690 | 4,845 on 3/1/2024; 4,845 on 3/1/2025 | | | 3/1/2021 | 12,597 | 6,298 on 3/1/2024; 6,299 on 3/1/2025 | | | 3/1/2022 | 14,164 | 4,721 on 3/1/2024; 4,721 on 3/1/2025; 4,722 on 3/1/2026 | | | 3/1/2022 | 8,025 | 2,359 on 3/1/2024; 2,833 on 3/1/2025; 2,833 on 3/1/2026 | | | 5/1/2023 | 28,394 | 5,842 on 5/1/2024; 7,517 on 3/1/2025; 7,517 on 3/1/2026; 7,518 on 3/1/2027 | | | 5/1/2023 | 28,265 | 7,066 on 5/1/2024; 7,066 on 3/1/2025; 7,066 on 3/1/2026; 7,067 on 3/1/2027 | | | Total | 114,135 | | | Ms. Tomlin | 3/17/2020 | 4,779 | 4,779 on 3/1/2024 | | | 3/17/2020 | 3,346 | 3,346 on 3/1/2024 | | | 3/1/2021 | 5,963 | 2,981 on 3/1/2024; 2,982 on 3/1/2025 | | | 3/1/2021 | 7,753 | 3,876 on 3/1/2024; 3,877 on 3/1/2025 | | | 3/1/2022 | 10,623 | 3,541 on 3/1/2024; 3,541 on 3/1/2025; 3,541 on 3/1/2026 | | | 3/1/2022 | 6,375 | 2,125 on 3/1/2024; 2,125 on 3/1/2025; 2,125 on 3/1/2026 | | | 5/1/2023 | 48,951 | 12,237 on 5/1/2024; 12,238 on 3/1/2025; 12,238 on 3/1/2026; 12,238 on 3/1/2027 | | | 5/1/2023 | 46,014 | 11,503 on 5/1/2024; 11,504 on 3/1/2025; 11,503 on 3/1/2026; 11,504 on 3/1/2027 | | | Total | 133,804 | |

  53. 2023 Outstanding Equity Awards at Fiscal Year-End

    The value was calculated using the closing market price of our Class A Common Shares on December 31, 2023 ($7.99 per share). (3) Reflects the number of PBRSUs which are unearned or unvested and reported assuming target performance as of December 31, 2023. The award has a performance period that commenced January 1, 2023, and ends on December 31, 2027. The payout ranges from 0 percent to 150 percent. The actual RSUs credited, if any, to Mr. Symson after the end of the performance period vest fully on December 31, 2027.

  54. 2023 Stock Vested

    2023 Stock Vested The following table sets forth information for each named executive officer with respect to the vesting of restricted share units during 2023.

  55. 2023 Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Mr. Symson | 178,975 | 2,188,864 | | Mr. Combs | 17,683 | 216,263 | | Ms. Knutson | 38,997 | 1,033,886 | | Mr. Lawlor | 40,817 | 761,013 | | Ms. Tomlin | 25,446 | 311,205 |

  56. 2023 Stock Vested

    (1) Represents the product of the number of shares of stock covered by the restricted share units that vested and the closing price per share of stock on the vesting date.

  57. 2023 Pension Benefits

    2023 Pension Benefits The following table sets forth information regarding the pension benefits for each named executive officer.

  58. 2023 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Mr. Symson | Scripps Pension Plan | 7.33 | 149,865 | — | | | SERP | 7.33 | 94,563 | — | | Mr. Combs | Scripps Pension Plan | — | — | — | | | SERP | — | — | — | | Ms. Knutson | Scripps Pension Plan | 3.50 | 117,139 | — | | | SERP | 3.50 | 106,793 | — | | Mr. Lawlor | Scripps Pension Plan | 15.83 | 476,706 | — | | | SERP | 15.83 | 803,336 | — | | Ms. Tomlin | Scripps Pension Plan | — | — | — | | | SERP | — | — | — |

  59. 2023 Pension Benefits

    (1) The number of years of credited service and the present value of accumulated benefit are calculated as of December 31, 2023. The present value of accumulated benefit was calculated using the same assumptions included in the 2023 Annual Report, except that (i) no pre-retirement decrements were assumed, and (ii) a single retirement age of 62 was used instead of retirement decrements. The Company froze the accrual of credited service (but not vesting service) in the pension plan and SERP effective June 30, 2009, and froze all compensation accruals after 2014. Mr. Combs and Ms. Tomlin do not participate in these plans since they were hired after the freeze dates. All the eligible named executive officers are fully vested in their benefits.

  60. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation The following table sets forth information regarding the nonqualified deferred compensation for each named executive officer as of December 31, 2023.

  61. 2023 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Company Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings (Losses) in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(3) | | Mr. Symson | 379,500 | 59,432 | 336,166 | — | 2,450,632 | | Mr. Combs | 34,254 | 19,981 | 10,149 | — | 92,217 | | Ms. Knutson | 52,511 | 30,631 | 452,092 | (47,178) | 2,841,124 | | Mr. Lawlor | 433,164 | 26,801 | 465,752 | — | 3,327,808 | | Ms. Tomlin | 27,495 | 16,039 | 22,825 | — | 175,903 |

  62. 2023 Nonqualified Deferred Compensation

    (1) Represents the base salary and short-term incentive deferred by each named executive officer during 2023. The deferrals are included in the amounts reflected in the "Salary" and "Non-Equity Incentive Plan Compensation" columns of the "2023 Summary Compensation Table." (2) Represents the matching contributions made under the Executive Deferred Compensation Plan. The matching contribution is included in the "All Other Compensation" column of the "2023 Summary Compensation Table." (3) The aggregate balance as of December 31, 2023, for each named executive officer includes the following amounts that were previously earned and reported as compensation in the summary compensation table for the years 2006 through 2022:

  63. 2023 Nonqualified Deferred Compensation

    | Name | Base Deferred ($) | Bonus Deferred ($) | Matching Contributions ($) | | Mr. Symson | 689,571 | 378,166 | 387,776 | | Mr. Combs | 17,585 | — | 10,258 | | Ms. Knutson | 611,736 | 852,327 | 222,371 | | Mr. Lawlor | 363,939 | 1,881,688 | 179,974 | | Ms. Tomlin | 25,068 | 44,593 | 40,638 |

  64. Description of Nonqualified Deferred Compensation Plan

    Description of Nonqualified Deferred Compensation Plan Our named executive officers are eligible to defer up to 50 percent of their pre-tax base salary and up to 100 percent of their pre-tax short-term incentive compensation under the terms of the Executive Deferred Compensation Plan. The plan is available to a select group of highly compensated employees and is unfunded and unsecured. Our named executive officers are also entitled to a matching credit on base salary deferrals equal to 100 percent on the first 1 percent of base salary (in excess of the applicable Internal Revenue Code limit) and short-term incentive deferrals, plus 50 percent on the next 5 percent of those deferrals. Under the Transition Credit Plan, “excess” age and service credits were made on behalf of named executive officers whose pension benefit service was frozen. Payments from the Executive Deferred Compensation Plan are made in cash at certain future dates specified by participants or upon earlier termination of employment or death. Payments are made in the form of a lump sum or in monthly installments of 5, 10 or 15 years, as elected by the participants. Payments are automatically accelerated and paid in a lump sum in the event of a termination of employment within two years following a change in control of the Company. Payments from the Transition Credit Plan, which was in effect from 2011 to 2015, are made in cash as a single lump sum six months following termination of employment. The deferred compensation is credited with earnings, gains and losses in accordance with deemed investment elections made by participants from among various crediting options established by the Company from time to time. Participants are permitted to change their deemed investment elections daily. For 2023, the investment options tracked returns under publicly available and externally managed investment funds such as mutual funds.

  65. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The Company has entered into agreements and maintains plans and arrangements that require it to pay or provide compensation and benefits to the named executive officers in the event of certain terminations of employment or a change in control. The estimated amount payable or provided to each of these executives in each situation is summarized below. These estimates are based on the assumption that the various triggering events occurred on the last day of 2023, along with other material assumptions noted below. The actual amounts that would be paid to these executives upon termination or a change in control can only be determined at the time the actual triggering event occurs. The amount of compensation and benefits described below does not take into account compensation and benefits that a named executive officer has earned prior to the applicable triggering event, such as the 2023 annual incentive payouts, equity awards that had previously vested in accordance with their terms, or vested benefits otherwise payable under the retirement plans and programs (unless those benefits are enhanced or accelerated). Please refer to the “Non-Equity Incentive Plan Compensation” column of the “2023 Summary Compensation Table” for the amount of the 2023 annual incentive payout, the “2023 Stock Vested” table for a summary of each named executive officer’s vested equity awards, the “2023 Pension Benefits” table for a summary of each named executive officer’s vested pension benefit, and the “2023 Nonqualified Deferred Compensation” table for a summary of each named executive officer’s deferred compensation balance.

  66. Potential Payments Upon Termination or Change in Control

    | Name and Triggering Event | Cash Severance Payment ($)(1) | Incremental Retirement Plan Benefit ($)(2) | Welfare and Other Benefits ($)(3) | Stock Awards ($)(4) | Total ($)(5) | | Mr. Symson | | | | | | | • Voluntary termination | — | — | — | — | — | | • Involuntary termination without cause | 5,355,000 | — | 56,750 | 5,790,309 | 11,202,059 | | • CIC | — | — | — | 9,332,048 | 9,332,048 | | • Involuntary or good reason termination after a CIC | 5,355,000 | — | 41,750 | — | 5,396,750 | | • Death | 1,275,000 | — | 41,750 | 5,790,309 | 7,107,059 | | • Disability | 1,275,000 | — | 41,750 | 5,790,309 | 7,107,059 | | Mr. Combs | | | | | | | • Voluntary termination | — | — | — | — | — | | • Involuntary termination without cause | 1,080,000 | — | 7,586 | 1,243,883 | 2,331,469 | | • CIC | — | — | — | 1,243,883 | 1,243,883 | | • Involuntary or good reason termination after a CIC | 2,160,000 | — | 15,172 | — | 2,175,172 | | • Death | 675,000 | — | — | 1,243,883 | 1,918,883 | | • Disability | 675,000 | — | — | 1,243,883 | 1,918,883 | | Ms. Knutson | | | | | | | • Voluntary termination(6) | — | 10,559 | — | 1,505,755 | 1,516,314 | | • Involuntary termination without cause | 1,560,000 | 10,559 | 16,344 | 1,505,755 | 3,092,658 | | • CIC | — | — | — | 1,505,755 | 1,505,755 | | • Involuntary or good reason termination after a CIC | 3,120,000 | — | 32,688 | — | 3,152,688 | | • Death | 975,000 | — | — | 1,505,755 | 2,480,755 | | • Disability | 975,000 | 10,559 | — | 1,505,755 | 2,491,314 | | Mr. Lawlor | | | | | | | • Voluntary termination(6) | — | 68,652 | — | 911,939 | 980,591 | | • Involuntary termination without cause | 1,264,000 | 68,652 | 14,747 | 911,939 | 2,259,338 | | • CIC | — | — | — | 911,939 | 911,939 | | • Involuntary or good reason termination after a CIC | 2,528,000 | — | 29,494 | — | 2,557,494 | | • Death | 790,000 | — | — | 911,939 | 1,701,939 | | • Disability | 790,000 | 68,652 | — | 911,939 | 1,770,591 | | Ms. Tomlin | | | | | | | • Voluntary termination | — | — | — | — | — | | • Involuntary termination without cause | 960,000 | — | 18,778 | 1,069,094 | 2,047,872 | | • CIC | — | — | — | 1,069,094 | 1,069,094 | | • Involuntary or good reason termination after a CIC | 1,920,000 | — | 37,556 | — | 1,957,556 | | • Death | 600,000 | — | — | 1,069,094 | 1,669,094 | | • Disability | 600,000 | — | — | 1,069,094 | 1,669,094 |

  67. Potential Payments Upon Termination or Change in Control

    Amounts listed under “Cash Severance Payment” are payable in a lump sum under the terms of the named executive officer’s employment agreement (Mr. Symson only), or the Executive Severance and Change in Control Plan, as applicable. (2) Represents the actuarial present value of continued pension benefits, calculated using the pension plan’s provisions for a lump sum payment on January 1, 2024, a discount rate of 5.18 percent for the qualified plan and 5.19 percent for the nonqualified plan and the IRS’s required funding mortality. (3) Amounts listed under “Welfare and Other Benefits” include premiums for continued medical, dental and vision insurance. Mr. Symson’s amount reflected for an involuntary termination without cause also includes financial planning services for one year. (4) Represents the product of (i) the number of restricted share units outstanding as of December 31, 2023, multiplied by (ii) $7.99 (i.e., the closing market price on December 31, 2023). For Mr. Symson, also includes his One-Time Award (which is prorated upon a termination without cause or resignation for good reason), with his performance-based award reported assuming target performance. Please refer to "2023 Outstanding Equity Awards at Fiscal Year-End" table for more detail. (5) Represents the total payout under each termination category. Equity awards vest in full on retirement. Ms. Knutson and Mr. Lawlor are retirement eligible.

  68. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K, we are providing the following information with respect to our last completed fiscal year. The pay ratio information provided below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For our 2023 fiscal year: • The median of the annual total compensation of all of our employees, excluding the Chief Executive Officer, was estimated to be $68,033; • The annual total compensation of our Chief Executive Officer was $5,314,784 which, as described below, represents the sum of the compensation earned by Mr. Symson for the year; and • The ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees was estimated to be 78.12 to 1. In determining the pay ratio information provided above, we first identified our median employee for the 2023 fiscal year by using the following methodology, assumptions, adjustments and estimates, as permitted by Item 402(u) of Regulation S-K: • We selected December 1, 2023, as the date upon which we would identify our median employee, and, from our tax and payroll records, we compiled a list of all full-time, part-time, temporary and seasonal employees who were employed on that date, excluding employees working outside of the U.S. • We used total cash compensation during the 2023 fiscal year as a consistently applied compensation measure to identify our median employee from the employees on the list. For this purpose, we define total cash compensation as the sum of base wages and annual incentives payable in cash during the fiscal year. We did not annualize the total cash compensation of any permanent employees who were employed for less than the full 2023 fiscal year. Once our median employee was identified in the manner described above, we calculated the annual total compensation of the median employee using the same methodology that we used to determine the annual total compensation of our named executive officers, as reported in the "2023 Summary Compensation Table". The estimated $68,033 annual total compensation of our median employee, as reported above, includes $65,732 in base wages and $2,301 in all other compensation (consisting of all matching contributions made under the Company's 401(k) plan) provided to the median employee with respect to fiscal year 2023. It should be noted that the pay ratio disclosure rules of Item 402(u) of Regulation S-K provide reporting companies with a great deal of flexibility in determining the methodology used to identify the median employee, to calculate the median employee’s annual total compensation and to estimate the ratio of the annual total compensation of the Chief Executive Officer to the median of the annual total compensation of all other employees. As such, our methodology may differ materially from the methodology used by other companies to prepare their pay ratio disclosures, which may contribute to a lack of comparability between our pay ratio and the pay ratio reported by other companies, including those within our industry.

  69. Pay Versus Performance

    Pay Versus Performance The information provided below is mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, which requires that we, among other things, report the amount of “compensation actually paid” to our named executive officers. These amounts are calculated in accordance with applicable SEC rules, and do not reflect the actual amount of compensation earned by or paid to our named executive officers during each applicable year. The guiding principles of our compensation philosophy are that pay should align with and support our strategic business goals and that compensation opportunities should align with the long-term interests of our shareholders. Please refer to the Compensation Discussion and Analysis section of this proxy statement for details regarding how the Compensation & Talent Management Committee links the compensation paid to our named executive officers to our corporate performance.

  70. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total Compensation for CEO | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total Compensation for Other NEOs | Average Compensation Actually Paid to Other NEOs(3) | SSP Cumulative TSR(4) | Peer Group Cumulative TSR(4) | Net Income(5) (,000) | Company Selected Performance Measure - Operating Cash Flow(6) (,000) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $5,314,784 | $290,140 | $2,261,337 | $1,901,442 | 51.81 | 91.46 | ($947.8) | $376.3 | | 2022(1) | $15,043,797 | $10,684,978 | $1,759,657 | $1,060,379 | 85.54 | 72.99 | $195.9 | $590.7 | | 2021 | $7,353,669 | $9,463,550 | $2,016,104 | $2,387,599 | 125.50 | 125.83 | $122.7 | $574.9 | | 2020 | $4,560,510 | $5,772,647 | $1,388,123 | $1,461,621 | 99.17 | 124.67 | $269.3 | $409.4 |

  71. Pay Versus Performance

    (1) Without consideration of the One-Time Award granted August 2, 2022, the amounts shown in column (b) and (c) would be: (b) $6,635,681 and (c) $2,768,986. (2) Compensation actually paid (“CAP”) was calculated by beginning with the total amount reported in the Summary Compensation Table (the “SCT”) for the applicable year, (i) subtracting the grant date fair market value of stock awards reported in the Stock Award column of the SCT (“Stock Awards”), (ii) subtracting the actuarial present value of the accumulated benefit under the defined benefit plans reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the SCT (“Change in Pension Value”), and (iii) adding the change in fair value of stock awards for the applicable year. Fair value amounts were computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under generally accepted accounting principles. The fair value amounts were calculated using our stock price on the last day of each fiscal year or the date of vesting, as applicable, and assuming the probable level of achievement for the applicable performance goals as of the end of the relevant year. The following is a reconciliation of the SCT total and the CAP for the CEO for each of the applicable years. Mr. Symson is included as the CEO for each year in columns (b) and (c).

  72. Pay Versus Performance

    | Year | SCT Total | Subtract Grant Date Value of Stock Awards Granted Each Year as Disclosed in the SCT | Subtract Change in Pension Value as Described Each Year in the SCT | Add Change in Fair Value of Awards(i) | Add Service and Prior Service Cost for Pension Plans(ii) | CAP for CEO | | 2023 | $5,314,784 | ($2,487,690) | ($26,226) | ($2,510,728) | $0 | $290,140 | | 2022 | $15,043,797 | ($12,816,347) | $0 | $8,457,528 | $0 | $10,684,978 | | 2021 | $7,353,669 | ($3,869,769) | $0 | $5,979,650 | $0 | $9,463,550 | | 2020 | $4,560,510 | ($2,041,633) | ($86,220) | $3,339,990 | $0 | $5,772,647 |

  73. Pay Versus Performance

    | Change in Fair Value | | | | | | | | Year | Year-End Fair Value of Stock Awards Granted in Covered Fiscal Year that Remained Unvested at the End of the Covered Fiscal Year | Year-Over-Year Increase or Decrease in Fair Value for Stock Awards Granted in Prior Years that Remained Unvested at the End of the Covered Year | Increase or Decrease in Fair Value of Stock Awards Granted in Prior Years Vested in the Covered Year | Adjustments for Stock Awards that Failed to Meet Performance Conditions | Value of Dividends or Other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value | Total Change In Fair Value of Stock Awards for CEO | | 2023 | $2,346,711 | ($4,601,137) | ($171,816) | ($84,486) | $0 | ($2,510,728) | | 2022 | $10,531,582 | ($1,927,772) | $481,470 | ($627,752) | $0 | $8,457,528 | | 2021 | $4,356,923 | $1,035,150 | $587,577 | $0 | $0 | $5,979,650 | | 2020 | $3,612,691 | ($57,303) | ($264,132) | $0 | $48,734 | $3,339,990 |

  74. Pay Versus Performance

    (ii) The Pension Plan is a frozen plan. Therefore, it does not incur a service cost. (3) CAP for the other named executive officers was calculated in the same manner as described above for the CEO, except the amounts were averaged for each year. Following is a reconciliation of the average SCT total and the average CAP for the named executive officers, other than the CEO, for each of the applicable years. The non-CEO named executive officers included in the average for each year in columns (d) and (e) were: 2023: Mr. Combs, Ms. Knutson, Mr. Lawlor and Ms. Tomlin 2022: Mr. Combs, Ms. Knutson, Mr. Lawlor and Mr. Appleton, Chief Legal Officer 2021: Mr. Combs, Ms. Knutson, Mr. Lawlor, Mr. Appleton and Ms. Tomlin 2020: Ms. Knutson, Mr. Lawlor, Mr. Appleton and Ms. Tomlin

  75. Pay Versus Performance

    | Year | Average SCT Total | Subtract Average Grant Date Value of Stock Awards Granted Each Year as Disclosed in the SCT | Subtract Average Change in Pension Value as Disclosed Each Year in the SCT | Add Average Change in Fair Value of Stock Awards(i) | Add Average Service and Prior Service Cost for Pension Plans(ii) | Average CAP for Other Named Executive Officers | | 2023 | $2,261,337 | ($889,943) | ($32,018) | $562,066 | $0 | $1,901,442 | | 2022 | $1,759,657 | ($774,060) | $0 | $74,782 | $0 | $1,060,379 | | 2021 | $2,016,104 | ($653,028) | $0 | $1,024,523 | $0 | $2,387,599 | | 2020 | $1,388,123 | ($384,698) | ($83,881) | $542,077 | $0 | $1,461,621 |

  76. Pay Versus Performance

    (i)

  77. Pay Versus Performance

    | Average Change in Fair Value | | | | | | | | Year | Year-End Fair Value of Stock Awards Granted in Covered Fiscal Year that Remained Unvested at the End of the Covered Fiscal Year | Year-Over-Year Increase or Decrease in Fair Value for Stock Awards Granted in Prior Years that Remained Unvested at the End of the Covered Year | Increase or Decrease in Fair Value of Stock Awards Granted in Prior Years Vested in the Covered Year | Adjustments for Stock Awards that Failed to Meet Performance Conditions | Value of Dividends or Other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value | Total Change In Fair Value of Stock Awards for Other Named Executive Officers | | 2023 | $839,509 | ($223,830) | ($28,423) | ($25,190) | $0 | $562,066 | | 2022 | $412,574 | ($335,643) | $89,716 | ($91,865) | $0 | $74,782 | | 2021 | $704,297 | $183,990 | $136,236 | $0 | $0 | $1,024,523 | | 2020 | $651,086 | ($18,314) | ($106,152) | $0 | $15,456 | $542,077 |

  78. Pay Versus Performance

    The Pension Plan is a frozen plan. Therefore, it does not incur a service cost. Company total shareholder return (“TSR”) represents the cumulative investment return of an initial fixed $100 investment in our Class A Common Stock on December 31, 2019, assuming reinvestment of all dividends, through the end of the covered fiscal year. The Company TSR reflected in the table above may not be indicative of future performance. Peer group TSR represents the cumulative investment return of an initial fixed $100 investment in the NASDAQ US Benchmark Media TSR on December 31, 2019, assuming reinvestment of all dividends, through the end of the covered fiscal year. (5) Reflects net income, as reported in our Form 10-K for the applicable year. In last year's proxy statement, we listed our net income for 2022 as $198.7 million; but the final amount reported in our Form 10-K for 2022 was $195.9 million. We have updated the table accordingly. (6) The following table provides a list of the most important financial performance measures used by the Company to link CAP to Company performance for the most recently completed fiscal year.

  79. Pay Versus Performance

    | Operating Cash Flow | | Revenue | | Relative TSR |

  80. Pay Versus Performance

    Of the goals listed, the Company considers Operating Cash Flow to be the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link CAP to Company performance and therefore includes it as the Company-Selected Measure in the table above. For the definition of Operating Cash Flow, please see page 46 of this proxy statement. The three graphs appearing on the following pages illustrate the relationship between CAP and the various performance metrics listed in the Pay versus Performance Table. Required Supplemental Graphs Showing Relationship Between: CAP, Company TSR and Peer Group TSR CAP and Net Income CAP and Operating Cash Flow

  81. 2023 Director Compensation

    2023 Director Compensation The following table sets forth information regarding the compensation paid in 2023 to non-employee directors.

  82. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(2) | All Other Compensation ($)(3) | Total ($) | | Marcellus W. Alexander, Jr | 90,000 | 141,322 | — | — | 231,322 | | Charles L. Barmonde | 90,000 | 141,322 | — | — | 231,322 | | Kelly P. Conlin | 100,000 | 141,322 | — | 650 | 241,972 | | Lauren Rich Fine(4) | 90,000 | 141,322 | — | — | 231,322 | | Raymundo H. Granado, Jr | 42,500 | 141,322 | — | — | 183,822 | | John W. Hayden | 104,000 | 141,322 | — | — | 245,322 | | Monica O. Holcomb | 42,500 | 141,322 | — | — | 183,822 | | Burton F. Jablin | 90,000 | 141,322 | — | — | 231,322 | | Anne M. La Dow(5) | 67,500 | — | — | — | 67,500 | | Leigh B. Radford | 90,000 | 141,322 | — | — | 231,322 | | R. Michael Scagliotti(5) | 67,500 | — | — | — | 67,500 | | Kim Williams | 236,000 | 141,322 | — | — | 377,322 |

  83. 2023 Director Compensation

    (1) Represents the aggregate grant date fair value of restricted share unit awards granted in 2023, as determined in accordance with FASB ASC Topic 718. See footnote 17 of our 2023 Annual Report for the assumptions used in the valuation of these awards. (2) Represents the above market earnings to the fixed income account within the 1997 Deferred Compensation and Stock Plan for Directors. Only Ms. Williams has a fixed income account. Our directors did not accrue any preferential or above-market earnings on nonqualified deferred compensation. (3) Represents charitable matching contributions from the Scripps Howard Fund. (4) Ms. Fine elected not to stand for re-election to the Board effective May 6, 2024. (5) Ms. La Dow and Mr. Scagliotti elected not to stand for re-election to the Board effective May 1, 2023. The following is a summary of the outstanding restricted share unit awards held by each non-employee director as of December 31, 2023.

  84. 2023 Director Compensation

    | Name | Aggregate Number of Restricted Share Unit Awards (#) | | Mr. Alexander | 16,685 | | Mr. Barmonde | 16,685 | | Mr. Conlin | 16,685 | | Ms. Fine | 16,685 | | Mr. Granado | 16,685 | | Mr. Hayden | 16,685 | | Ms. Holcomb | 16,685 | | Mr. Jablin | 16,685 | | Ms. Radford | 16,685 | | Ms. Williams | 16,685 |

  85. Description of Director Compensation Program

    Description of Director Compensation Program The Company’s director compensation program is designed to enhance its ability to attract and retain highly qualified directors and to align their interests with the long-term interests of its shareholders. The program includes a cash component, which is designed to compensate non-employee directors for their service on the Board and an equity component, which is designed to align the interests of non-employee directors and shareholders. The Company also provides certain other benefits to non-employee directors, which are described below. Directors who are employees of the Company receive no additional compensation for their service on the Board. The Committee annually reviews compensation paid to our non-employee directors and makes recommendations for adjustments, as appropriate, to the full Board. As part of this annual review, the Committee considers the significant time commitment and skill level required by each non-employee director in serving on the Board and its various committees. The Committee seeks to maintain a market competitive director compensation program and, with the assistance of its independent compensation consultant, benchmarks our director compensation program against the peer group we use to evaluate our executive compensation program. Effective May 1, 2023, as a result of a benchmarking study by our independent compensation consultant and in an effort to be competitive within our peer group and with industry practices, our Company increased the amount of the annual equity retainer from $125,000 to $150,000.