DEF 14A of Nexstar Media Group, Inc., Apr 29, 2024

DEF 14A of Nexstar Media Group, Inc.

Filed Apr 29, 2024 · FY20230000950170-24-050053

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Voting

    | DIRECTOR NOMINEES | | | | Principal Occupation and Selected Business Experience | | Perry A. Sook Chairman and Chief Executive Officer of Nexstar Media Group, Inc. Age: 66 Board Tenure: 28 years Chairman Nexstar Board Committee: None Other Current Public Company Boards: None | Perry A. Sook has served as the Chairman and Chief Executive Officer of Nexstar since its inception in 1996. Mr. Sook founded Nexstar with one local television station in Scranton, PA and led its growth into the leading diversified media company and the largest local television broadcaster in the United States it is today. Mr. Sook has over 40 years of professional experience in broadcasting covering all facets of the business, including ownership and M&A, management, sales, on-air talent and news. Mr. Sook serves as Joint-Chairman for the National Association of Broadcasters (non-profit) and on the board of directors of the Broadcasters Foundation of America (non-profit). Mr. Sook’s qualifications to serve on Nexstar’s Board of Directors include his demonstrated leadership skills and extensive operating executive experience in building Nexstar from its founding to $4.9 billion of net revenue in 2023. He is highly experienced in driving operational excellence, innovating new strategies, and attaining financial objectives under a variety of economic and competitive conditions. | | Geoff Armstrong Chief Executive Officer of 310 Partners and Former Chief Financial Officer of AMFM Age: 66 Board Tenure: 20 years Independent Director Nexstar Board Committee: Chair of Audit Other Current Public Company Boards: Urban One, Inc. | Geoff Armstrong was appointed a member of the Board of Directors of Nexstar in November 2003 and serves as the Chair of the Audit Committee. He previously served as Chairman of the Compensation Committee and Chairman of the Audit Committee. Mr. Armstrong serves as Chief Executive Officer of 310 Partners, a private investment firm. From March 1999 through September 2000, Mr. Armstrong was the Chief Financial Officer of AMFM, an NYSE publicly traded company. From June 1998 to February 1999, Mr. Armstrong was Chief Operating Officer and a director of Capstar Broadcasting Corporation, which merged with AMFM in July 1999. Prior to that, Mr. Armstrong was a founder of SFX Broadcasting, which went public in 1993, and subsequently served as Chief Financial Officer, Chief Operating Officer and a director until the company was sold in 1998 to AMFM. Mr. Armstrong has served as a director and the chairman of the audit committee of Urban One, Inc. (NASDAQ: UONE) since July 2021, and previously served as a director and the chairman of the audit committee of Urban One, Inc. from June 2001 and May 2002, respectively, through November 2020. Mr. Armstrong’s qualifications to serve on Nexstar’s Board of Directors include his extensive experience as the Chief Financial and Chief Operating Officer in the broadcast and communications industry, as well as a board member of other publicly traded companies. His service on the boards of other public companies allows him to offer a broad perspective on corporate governance, risk management and operating issues facing corporations today. |

  3. Voting

    | DIRECTOR NOMINEES | | | | Principal Occupation and Selected Business Experience | | Bernadette S. Aulestia Former President, Global Distribution at HBO Age: 51 Board Tenure: 3 years Independent Director Nexstar Board Committee: Compensation Other Current Public Company Boards: Denny’s Corporation, National CineMedia, Inc. | Bernadette Aulestia was appointed a member of the Board of Directors of Nexstar in January 2021 and serves on the Compensation Committee. Ms. Aulestia served as Chief Revenue and Growth Officer and then as Advisor of Callisto Media (private), a technology and media company which leverages audience data to create high-quality content at scale in 2022. Between her time at HBO and Callisto Media, Ms. Aulestia focused on her role as board member of Denny’s which she joined in 2018 among other non-profit board memberships and personal endeavors. From 2018 to 2019 Ms. Aulestia was President, Global Distribution and from 2015 to 2018 was Executive Vice President, Global Distribution at HBO, the premium programming subsidiary of WarnerMedia. Prior to that, she was Executive Vice President, Domestic Network & Digital Distribution at HBO from 2013 to 2015 and Senior Vice President, Domestic Network & Digital Distribution at HBO from 2009 to 2013. Prior to HBO, Ms. Aulestia held positions at Univision Communications, Turner Broadcasting Systems and Kidder Peabody. Ms. Aulestia serves on the board of directors and is chair of the Corporate Governance & Nominating Committee of Denny's Corporation (NASDAQ: DENN), a franchisor and operator of one of America's largest full-service restaurant chains. She was also appointed in August 2023 on the board of directors and is chair of the Nominating and Governance Committee of National CineMedia, Inc. (NASDAQ: NCMI), which operates as the largest cinema advertising platform in the U.S., and serves as a director of Candoo Tech (private), a monthly subscription-based technical customer support service for aging adults and planned communities. Ms. Aulestia’s qualifications to serve on Nexstar’s Board of Directors include her extensive experience as an executive in content and digital businesses which enables her to provide valuable advice on strategic and business matters as it relates to the Company’s own content and digital operations and growth plans. Her service on the boards of other public and private companies allows her to offer a broad perspective on corporate governance, risk management and operating issues facing corporations today. |

  4. Voting

    | DIRECTOR NOMINEES | | | | Principal Occupation and Selected Business Experience | | Dennis J. FitzSimons Chairman of Robert R. McCormick Foundation and Former Chief Executive Officer of Tribune Company Age: 73 Board Tenure: 7 years Independent Director Nexstar Board Committee: Audit Other Current Public Company Boards: None | Mr. FitzSimons was appointed a member of the Board of Directors of Nexstar in January 2017 and serves on the Audit Committee. Mr. FitzSimons serves as Chairman of the Robert R. McCormick Foundation (non-profit), a charitable organization with extensive assets where he has held his position since 2004. Concurrent with and prior to that, Mr. FitzSimons spent 25 years with the Tribune Company, a predecessor company of Tribune Media Company which Nexstar acquired in 2019, serving as the Chief Executive Officer and board member of Tribune Company from 2003 to 2007 and as Chairman of the board of directors from 2004 to 2007. From 2009 until January 2017, Mr. Fitzsimons served on the board of directors of Media General, Inc. (“Media General”) (formerly public), which Nexstar acquired in 2017, as Chairman of Media General’s compensation committee and a member of the audit committee. He also served on the board of directors of Time, Inc. (formerly public) from 2014 until its sale to Meredith Corporation in January 2018 and was a member of the audit committee and the compensation committee. Mr. FitzSimons’ qualifications to serve on Nexstar’s Board of Directors include his extensive experience as the Chief Executive Officer of a publicly traded company in the broadcast industry and service as a member of the audit and compensation committees of several publicly traded companies. His service on the boards of public companies allows him to offer a broad perspective on corporate governance, risk management and operating issues facing corporations today. |

  5. Voting

    | DIRECTOR NOMINEES | | | | Principal Occupation and Selected Business Experience | | Jay M. Grossman Managing Partner and Co-Chief Executive Officer of ABRY Partners, LLC Age: 64 Board Tenure: 27 years Independent Director Nexstar Board Committee: Chair, Compensation Other Current Public Company Boards: KORE Group Holdings, Inc. | Jay M. Grossman was appointed a member of the Board of Directors of Nexstar in 1997 and serves as chair of the Compensation Committee. Mr. Grossman serves as Managing Partner and Co-Chief Executive Officer at ABRY Partners, LLC (“ABRY”), a private equity fund focused on media, communications, business and information services, which he joined in 1996. ABRY helped found Nexstar alongside Perry Sook in 1996 and fully exited its ownership position in the Company in 2013. Mr. Grossman has served on the board of directors of KORE Group Holdings (NYSE:KORE), a relationship-focused promotional marketing agency providing “internet-of-things” and IT solutions, since August 2023, and previously served on the board of directors of a wide variety of private companies including Atlantic Broadband, Caprock Communications, Consolidated Theaters, Cyrus One Networks, Donuts, Executive Health Resources, Grande Communications, Hosted Solutions, Monitronics International, Q9 Networks, RCN Telecom Services, Sidera Networks and WideOpenWest Holdings. Mr. Grossman’s qualifications to serve on Nexstar’s Board of Directors include his long-term experience with Nexstar and his extensive experience in investing in media and communications companies enabling him to provide meaningful insight and guidance to the Company and the Board as Nexstar executes on its growth plan. |

  6. Voting

    | DIRECTOR NOMINEES | | | | Principal Occupation and Selected Business Experience | | C. Thomas McMillen President and Chief Executive Officer of LEAD1 Age: 71 Board Tenure: 9 years Independent Director Nexstar Board Committee: Nominating and Corporate Governance Other Current Public Company Boards: Castellum, Inc. | Mr. McMillen was appointed a member of the Board of Directors of Nexstar in July 2014 and serves on the Nominating and Corporate Governance Committee. Mr. McMillen serves as the President and Chief Executive Officer of the LEAD1 Association (formerly the DIA Athletic Directors Association) which he joined in October 2015. He previously served as Timios National Corporation’s (formerly Homeland Security Capital Corporation) Chief Executive Officer and Chairman of the Board from August 2005 and as its President from July 2011 to February 2014. From May 2013 to May 2016, Mr. McMillen served as an independent director of RCS Capital Corporation. From 1987 through 1993, Mr. McMillen served three consecutive terms in the U.S. House of Representatives representing the 4th Congressional District of Maryland. Mr. McMillen has served as a member of the board of directors of Castellum, Inc. (NYSE: CTM), a technology company focused on leveraging the power of information technology, since October 2022. Mr. McMillen’s qualifications to serve on Nexstar’s Board of Directors include his long-tenured political, business and sports experience and leadership. During his career, he has been an active investor, principal and board member in companies in a range of industries including broadcasting, cellular, environmental technology, real estate and insurance industries, among others. |

  7. Voting

    | DIRECTOR NOMINEES | | | | Principal Occupation and Selected Business Experience | | Lisbeth McNabb Former Chief Financial Officer and Chief Operating Officer of Linux Foundation Age: 63 Board Tenure: 18 years Independent Director Nexstar Board Committee: Audit Other Current Public Company Boards: None | Ms. McNabb was appointed a member of the Board of Directors of Nexstar in May 2006, serves on the Audit Committee. Ms. McNabb has been an Operating Partner of Springcoast Capital Partners, a growth equity firm focused on market-leading software and technology companies, since April 2023. Ms. McNabb previously served as the Chief Financial Officer and Chief Operating Officer of Linux Foundation, an open-source technology consortium, from 2018 to 2020. In 2017, Ms. McNabb was interim Chief Financial Officer for Illuminate Education and from 2012 to 2015 was Founder of DigiWorksCorp, a digital and data analytics SaaS company for retail and enterprise companies. Ms. McNabb serves as an independent director and chair of the audit committee of Acronis (private), a global leader in cybersecurity and data protection, and as an independent director of ABB E-Mobility, global leader in electric vehicle charging solutions since August 2023. Previously, she served on the Board of Directors of Zoomcar (private), the largest car-sharing platform, headquartered in Banglore, India, until April 2023; as an independent director, chair of audit, and member of the audit, nominating and governance and compensation committees of NeoGames (NASDAQ: NGMS), a global provider of iLottery solutions for national and state-regulated lotteries, until April 2023; and as a director and chair of the audit committee and on the compensation committee of Tandy Brands (formerly public). Ms. McNabb’s qualifications to serve on Nexstar’s Board of Directors include her leadership skills in entrepreneurial and executive roles in media, digital and technology companies. She is an expert at driving finance, strategy, operations, data analytics and revenue strategies at the high growth stage. | | John R. Muse Investor and Former Board Member of Media General Age: 73 Board Tenure: 7 years Independent Director Nexstar Board Committee: Nominating and Corporate Governance Other Current Public Company Boards: None | John R. Muse was appointed a member of the Board of Directors of Nexstar in January 2017 and serves on the Nominating and Corporate Governance Committee. Mr. Muse has more than 25 years of experience in private equity and is currently the chairman of the board of directors of Lucchese, Inc. (private), a boot company, and Free Flow Wines (private), a leading packaging and logistics company serving the wine on tap segment. He also served on the boards of directors of CSM Bakery Solutions (private) and, from 2014 until January 2017, Media General (formerly public), which Nexstar acquired in 2017. Mr. Muse’s qualifications to serve on Nexstar’s Board of Directors include his investing, financial and leadership skills in entrepreneurial and executive roles in a wide range of industries in which he has invested directly and indirectly. |

  8. Voting

    | DIRECTOR NOMINEES | | | | Principal Occupation and Selected Business Experience | | Tony Wells Former Chief Media Officer, Verizon Age: 59 Board Tenure: 1 year Independent Director Nexstar Board Committee: Compensation Other Current Public Company Boards: Yelp Inc. | Tony Wells was appointed a member of the Board of Directors of Nexstar in July 2023 and serves on the Compensation Committee. Mr. Wells has over 30 years working with innovative, high-growth brands, and deep expertise leading marketing, business development and strategic partnerships. Mr. Wells has served as a Venture Partner at AZ-VC, Arizona’s largest venture capital fund, since April 2024. Previously he served as the Chief Media Officer for Verizon Communications Inc. (NSYE: VZ), one of the world’s leading providers of technology and communications services, from September 2021 to March 2023. Prior to that, from 2017 to 2021, Mr. Wells served in several senior marketing roles at USAA including Chief Brand Officer, for the 13-million-member Fortune 100 financial services company. From 2007 to 2017 Mr. Wells served as Chief Marketing Officer for brands such as 24 Hour Fitness, ADT Security and Schneider Electric NA. Mr. Wells currently serves on the board of directors of Yelp Inc. (NYSE: YELP), a community-driven platform that connects people with local businesses, where he serves on the compensation committee. In June 2023, Mr. Wells was appointed as an independent board director of TripleLift, a private equity-owned programmatic advertising company. From 2020 to 2023, Mr. Wells was a member of the board of directors of the Association of National Advertisers. Mr. Wells’ qualifications to serve on Nexstar’s Board of Directors include his deep knowledge of the national and local advertising landscape, digital marketing, as well as his experience and insights working within large enterprises in key advertising verticals like automotive, financial services and telecommunications. |

  9. Additional Information Concerning the Board of Directors

    Additional Information Concerning the Board of Directors During 2023, the full Board of Directors met four times. As summarized in the table below, each incumbent director attended at least 80% of the total number of meetings of the Company’s Board of Directors and committees of the Board of Directors on which they serve.

  10. Additional Information Concerning the Board of Directors

    | | Meetings Attended | | | | | | | | Full Board(1) | Compensation Committee(2) | Audit Committee(3) | Nominating and Corporate Governance Committee(4) | Total | Overall Attendance(6) | | Perry A. Sook | 5 | | | | 5 | 100% | | Geoff Armstrong | 5 | | 5 | | 10 | 100% | | Bernadette S. Aulestia | 4 | 8 | | | 12 | 92% | | Dennis J. FitzSimons | 5 | | 5 | | 10 | 100% | | Jay M. Grossman | 4 | 8 | | | 12 | 92% | | C. Thomas McMillen | 5 | | | 1 | 6 | 100% | | Lisbeth McNabb | 5 | | 5 | | 10 | 100% | | John R. Muse | 5 | | | | 5 | 83% | | I. Martin Pompadur | 5 | | | 1 | 6 | 100% | | Tony Wells(5) | 2 | 3 | | | 5 | 100% |

  11. Additional Information Concerning the Board of Directors

    (1) The full Board of Directors met five times during 2023. The Compensation Committee met eight times during 2023.

  12. Additional Information Concerning the Board of Directors

    | Nexstar Media Group, Inc. | 15 | 2024 Proxy Statement |

  13. Additional Information Concerning the Board of Directors

    The Audit Committee met five times during 2023. (4) The Nominating and Corporate Governance Committee met once during 2023 but its functions were performed through written consents in lieu of a meeting or meetings held by the full Board of Directors. (5) Mr. Wells attended each of the full board and compensation committee meetings from the time he was appointed on July 26, 2023. (6) Each of the directors attended at least 75% of the aggregate board and committee meetings for the period for which they served. The Board of Directors has not adopted a formal policy with regard to director attendance at the annual meeting of stockholders. Mr. Sook attended and presided over the 2023 Annual Meeting of Stockholders. There is no formal policy governing diversity of the Board of Directors and the selection of its members. The Nominating and Corporate Governance Committee defines Board diversity broadly to mean that the Board of Directors is comprised of individuals with a variety of perspectives, industry experience, personal and professional backgrounds, skills and qualifications. When nominating a Board member, the Nominating and Corporate Governance Committee examines the diversity of the overall board and strives to maintain an appropriate level of diversity with the addition of each new nominee. If it is determined that additional governance policies, other than the ones set forth by the Nominating and Governance Committee, would be beneficial to Nexstar, the Board of Directors may in the future adopt such additional policies. As required by the rules and regulations of the NASDAQ Stock Market, we maintain a majority of independent directors on the Board of Directors and the compensation of our executive officers and the nomination of directors are determined by independent directors.

  14. Executive Compensation

    Executive Compensation Stockholder Feedback In 2023, our advisory vote on executive compensation passed with stockholders representing 68% of the total voting “for” the compensation proposal. In connection with our annual stockholder outreach calls we asked our stockholders for their perspectives of our executive compensation plan. Summary feedback that was mentioned by more than one stockholder regarding our executive compensation plan was as follows: • Generally fine with executive compensation, especially since pay is aligned with stockholder returns, • Preference for an additional operating metric, in addition to total stockholder return (“TSR”), to be used for performance based restricted stock unit grants since management teams cannot often control stock price performance, • Preference for the performance measurement, or TSR, to be measured over a longer period of time (e.g. 2+ years instead of one year), and • Preference for CEO’s vesting to be over three or more years instead of two years. Company Response The Company and the Compensation Committee of its Board of Directors will evaluate the stockholder feedback regarding executive compensation in connection with its plans regarding future executive contracts and contract renewals. The following sets forth the Company’s historical executive compensation practices related to the areas highlighted by our stockholders and our rationale. The Company grants both time-based and performance-based restricted stock units to its executives. Of the executives that receive performance-based restricted stock units (“PSUs”), those that are responsible for certain operations of the business (e.g. our President, Broadcasting, our President, Networks, our President, Distribution and Strategy and our Executive Vice President and Chief Revenue Officer), PSU vesting is conditioned upon the operating performance of their respective units attaining revenue and/or EBITDA goals. For those executives that have responsibility across the entire Company (e.g. our Chief Executive Officer and our Executive Vice President and Chief Financial Officer), PSU vesting is based upon the Company’s stock performance relative to the peer group, the TSR. The Company believes that the TSR encompasses all of the elements of how well management is performing as it takes into consideration the stockholder’s perception of the Company’s operating performance, future prospects and capital allocation as compared to its peer set. We believe that a one-year TSR measurement is appropriate as the Company sets its specific goals on an annual basis in connection with its budgeting process. Moreover, excluding the CEO, for those executives whose PSU vesting is based on TSR or other operating metrics as described above, the PSUs typically vest ratably over a four-year period, with the TSR or other operating metric tested each year, so effectively, the PSU vesting is based on four-year performance of the Company.

  15. Executive Compensation

    The CEO’s PSUs vest over a two-year period which we believe is appropriate as the CEO’s current three-year employment contract extends only through March 2026. The two-year vesting aligns with the time frame under which he is in his current position and can affect results. In addition, the two-year vesting mirrors the Company’s two-year cycle of election and non-election years which impacts the Company’s revenue and EBITDA. Further, we note that in 2023, 90% of the CEO’s compensation was “at risk”, meaning it was subject to performance of the Company’s operations or stock price. For more information about the Company’s executive compensation structure, components and philosophy please refer to - “Compensation Discussion and Analysis”.

  16. Succession Planning

    Succession Planning Senior management, together with the Nominating and Governance and Compensation Committees of the Board of Directors, is responsible for succession planning. Over the past several years, we hired a number of senior executives to replace retiring executives and position Nexstar for the future. These include: • Promoting Andy Alford (Age: 62), to President, Broadcasting in 2021, • Hiring Lee Ann Gliha (Age: 49) as Executive Vice President and Chief Financial Officer in 2021, • Hiring Rachel Morgan (Age: 52) as Executive Vice President and General Counsel in 2022, and • Hiring Michael Biard (Age: 55) as President and Chief Operating Officer in 2023. To aid in the transition of these positions, we have typically had a period of overlap between the outgoing and incoming executives and/or retain the outgoing executive pursuant to a limited consulting arrangement. We regularly review our management structure and succession plan in the ordinary course.

  17. Succession Planning

    | Nexstar Media Group, Inc. | 18 | 2024 Proxy Statement |

  18. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  19. 2023 DIRECTOR COMPENSATION TABLE

    2023 DIRECTOR COMPENSATION TABLE The following table sets forth information concerning compensation to each of our independent directors during the year ended December 31, 2023:

  20. 2023 DIRECTOR COMPENSATION TABLE

    | | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Geoff Armstrong | $127,500 | $120,584 | $248,084 | | Bernadette S. Aulestia | 110,000 | 120,584 | 230,584 | | Dennis J. FitzSimons | 115,000 | 120,584 | 235,584 | | Jay M. Grossman | 120,000 | 120,584 | 240,584 | | C. Thomas McMillen | 110,000 | 120,584 | 230,584 | | Lisbeth McNabb | 115,000 | 120,584 | 235,584 | | John R. Muse | 110,000 | 120,584 | 230,584 | | I. Martin Pompadur | 117,500 | 120,584 | 238,084 | | Tony Wells(2) | 55,000 | 128,579 | 183,579 |

  21. 2023 DIRECTOR COMPENSATION TABLE

    (1) Represents the grant date fair value of 750 time-based restricted stock units (RSUs) awarded to each director in 2023 computed in accordance with FASB Accounting Standards Codification Topic 718. See the Notes to the Company’s Consolidated Financial Statements in our 2023 Annual Report on Form 10-K for a discussion of the assumptions made in the valuation of these awards. In 2023, fees earned or paid in cash includes retainer from appointment date of July 26, 2023 through December 31, 2023.

  22. 2023 DIRECTOR COMPENSATION TABLE

    | Nexstar Media Group, Inc. | 28 | 2024 Proxy Statement |

  23. Compensation of Directors

    Compensation of Directors The aggregate option awards outstanding and unvested stock awards for each director as of December 31, 2023 were as follows (in shares):

  24. Compensation of Directors

    | | Option Awards Outstanding(1) | | Unvested | | | Vested | Unvested | Stock Awards | | Geoff Armstrong | — | — | 1,375(2)(3) | | Bernadette S. Aulestia | — | — | 750(2) | | Dennis J. FitzSimons | — | — | 1,375(2)(3) | | Jay M. Grossman | — | — | 1,375(2)(3) | | C. Thomas McMillen | 10,000 | — | 1,375(2)(3) | | Lisbeth McNabb | — | — | 1,375(2)(3) | | John R. Muse | — | — | 1,375(2)(3) | | I. Martin Pompadur | — | — | 1,375(2)(3) | | Tony Wells | — | — | 750(4) |

  25. Compensation of Directors

    (1) The outstanding stock options are fully vested and will expire on July 1, 2024 (ten years from the original date of grant). (2) 750 RSUs were granted on June 14, 2023 which will vest in full on June 9, 2024. (3) 625 RSUs pertains to the fourth and final tranche of the stock awards granted on April 10, 2020. These RSUs vested on April 10, 2024. 750 RSUs were granted on August 8, 2023 which will vest in full on August 8, 2024.

  26. Compensation of Directors

    | Nexstar Media Group, Inc. | 29 | 2024 Proxy Statement |

  27. Compensation of Directors

    The current executive officers of the Company are:

  28. Compensation of Directors

    | Name | Age | Nexstar Position | | Perry A. Sook | 66 | Chairman and Chief Executive Officer | | Michael Biard(1) | 55 | President and Chief Operating Officer | | Lee Ann Gliha | 49 | Executive Vice President and Chief Financial Officer | | Andrew Alford | 62 | President, Broadcasting | | Sean Compton | 50 | President, Networks | | Dana Zimmer | 54 | President, Distribution and Strategy | | Brett Jenkins | 53 | Executive Vice President and Chief Technology and Digital Officer | | Rachel Morgan | 52 | Executive Vice President and General Counsel | | Blake Russell | 53 | Executive Vice President, Operations | | Michael Strober(2) | 55 | Executive Vice President and Chief Revenue Officer | | Gary Weitman | 67 | Executive Vice President and Chief Communications Officer |

  29. Compensation of Directors

    (1) Mr. Biard assumed the position of President and Chief Operating Officer effective August 21, 2023 from Thomas Carter who resigned from his position as President and Chief Operating Officer effective August 21, 2023 and retired on December 31, 2023. (2) Effective on January 2, 2023, Michael Strober was appointed Executive Vice President Chief Revenue Officer to oversee Nexstar’s national advertising sales. Perry A. Sook — Biographical information for Mr. Sook can be found under “Proposal 1—Election of Directors.” Michael Biard was appointed President and Chief Operating Officer in August 2023. Mr. Biard is responsible for oversight of divisional operations, long-term strategy, and various corporate and administrative functions, including broadcasting, networks, distribution, and advertising sales. Prior to joining Nexstar, Mr. Biard served as President, Operations and Distribution for Fox Corporation, overseeing Fox’s studio operations and corporate real estate; serving as a member of the senior team responsible for sports rights strategy and acquisition; and leading multi-platform content distribution, including distribution strategy, affiliate marketing and affiliate-related business affairs and operations for all of its media brands from November 2018 to August 2023. From November 2013 to October 2018, Mr. Biard served as President, Distribution for Fox Networks Group, a division of 21st Century Fox. Lee Ann Gliha was appointed Executive Vice President and Chief Financial Officer in August 2021. Ms. Gliha oversees all financial aspects of the Company’s business, including internal and external financial reporting, internal audit, investor relations, and treasury and capital markets functions, and has a prominent role in strategic planning, business development, and mergers and acquisitions. From April 2016 to July 2021, Ms. Gliha served as a Managing Director at Jefferies LLC (“Jefferies”). Prior to joining Jefferies, Ms. Gliha worked as an investment banker at Houlihan Lokey focused on the media and out-of-home entertainment sectors from 2008 to 2016 most recently as Managing Director. Before joining Houlihan Lokey, Ms. Gliha held a variety of positions of increasing responsibility in the banking and finance industry at companies such as UBS Investment Bank and Banc of America Securities. She also previously worked at Live Nation, Inc., where she served as Executive Vice President of Corporate Finance from 2006 to 2008 and was responsible for the company’s mergers and acquisitions, financing, and investor relations functions. Ms. Gliha is a member of the Board of Directors of the National Hot Rod Association.

  30. Compensation of Directors

    | Nexstar Media Group, Inc. | 30 | 2024 Proxy Statement |

  31. Compensation of Directors

    Andrew Alford was appointed President, Broadcasting in June 2021. He is responsible for the Company’s local television and digital operations including content and sales. Previously, Mr. Alford had served as a Senior Vice President and Regional Manager at Nexstar since August of 2017. Prior to that, Mr. Alford was Vice President and General Manager of WFLA-TV and WTTA-TV, Tampa’s NBC and MyNet affiliates and held that position since 2014. Before moving to Tampa, he served as Vice President of Sales for Media General, Vice President and General Manager of WTEN-TV, an ABC affiliate, in Albany, NY and WXXA-TV, a Fox affiliate, under a shared services and joint sales agreement. Prior to Albany, Mr. Alford spent a total of seven years at WGCL-TV in Atlanta, most recently as Vice President and General Manager. He has also served in broadcast management roles in the Orlando, FL, Syracuse, NY and Rochester, NY markets. Sean Compton was appointed President, Networks in November 2020. He is responsible for the long-term strategy and day-to-day operations of The CW Network, NewsNation, Antenna TV, REWIND TV, Nexstar programming acquisitions, The Hill and WGN Radio. Prior to joining Nexstar, Mr. Compton was President of Strategic Programming and Acquisitions for Tribune Company from 2008 to 2019 where he oversaw programming for 42 Tribune television stations and nationally distributed digital network Antenna TV. He also spent 16 years in radio at Clear Channel Radio & Premiere Radio Networks of which, he served as Vice President of programming for 10 years before joining Tribune. Dana Zimmer was appointed President, Distribution and Strategy in October 2021. She oversees all distribution for the Company’s broadcast and television content portfolio to the cable, satellite, telco and digital media industries and network affiliation agreement with third-party partners, including CBS, Fox, NBC and ABC. Prior to joining Nexstar, Ms. Zimmer was President of Distribution and Marketing for Tribune Media Company from 2013 to 2019 where she served a similar role. She was a former Executive Vice President of TV Networks Distribution for NBCUniversal from 2011 to 2013. Ms. Zimmer also served as Executive Vice President, Affiliate Sales and Marketing for Comcast Networks from 2005 through January 2011. Prior to joining Comcast, Ms. Zimmer played an integral role on the launch teams that spearheaded successful distribution efforts of YES Network and SportsNet New York. Ms. Zimmer also worked in affiliate sales for Fox Cable Networks and Discovery Communications. Brett Jenkins was appointed Executive Vice President and Chief Technology and Digital Officer in April 2023. Mr. Jenkins is responsible for the Company’s technology, data and digital operations as well as the development and deployment of ATSC 3.0. Prior to that, he served as Nexstar’s Chief Technology Officer from 2017 to 2023. From 2014 to 2017, Mr. Jenkins served as Vice President and Chief Technology Officer at Media General, overseeing the company’s information technology and engineering functions. Prior to Media General, he was Vice President Chief Technology Officer of LIN Media from 2011 to 2014. He also held technology positions at ION Media Networks and executive positions for Thales Broadcast & Multimedia and Thomson. Mr. Jenkins currently serves on the Board of the Advanced Television Systems Committee (ATSC), an international, non-profit organization that develops standards for digital television. Rachel Morgan was appointed Executive Vice President and General Counsel in June 2022. Ms. Morgan is responsible for the management of Nexstar’s legal affairs including overseeing the Company’s business transactions, regulatory filings, privacy and data security-related legal concerns, labor and employment issues, as well as intellectual property, and litigation matters. She also serves on the Nexstar Media Charitable Foundation Board. Prior to joining Nexstar, Ms. Morgan served as Vice President and Associate General Counsel for AT&T Services, Inc. Between 2012 and 2022, Ms. Morgan served in a variety of roles of increasing responsibility in the corporate legal department of AT&T. Before joining AT&T, Ms. Morgan spent almost fifteen years in private practice at two international law firms. Ms. Morgan is a member of The Dallas Bar Association’s Community Service Fund Board of Directors.

  32. Compensation of Directors

    | Nexstar Media Group, Inc. | 31 | 2024 Proxy Statement |

  33. Compensation of Directors

    Blake Russell was appointed Executive Vice President, Operations in February 2018. Mr. Russell is responsible for the Company’s technical and physical operations, including capital deployment. Prior to that, he served as Nexstar’s Senior Vice President, Station Operations from November 2008 to January 2018 and has served as Nexstar’s Vice President Marketing and Operations from October 2007 to October 2008. Before that, Mr. Russell served as Vice President and General Manager at KNWA (NBC) and KFTA (FOX) stations in Ft. Smith/Fayetteville, Arkansas from January 2004 to September 2007 and as Nexstar’s Director of Marketing/Operations at KTAL (NBC) station in Shreveport, Louisiana from 2000 to 2003. Michael Strober joined Nexstar as Executive Vice President and Chief Revenue Officer in January 2023. Mr. Strober is responsible for leading Nexstar’s national advertising sales organization across its linear and digital platforms. From 2019 until 2023, he served as founder and president of Topwater Advisory Group (private), a strategic consultancy focused on digital transformation for several of the industry’s top media and advertising technology companies. From 2016 to 2019, Mr. Strober served as Executive Vice President, Client Strategy & Ad Innovation for Turner and was co-head of Turner Ignite, the company’s portfolio solutions division. Gary Weitman was appointed Executive Vice President and Chief Communications Officer in September 2019. Mr. Weitman is responsible for all of the Company’s internal and external communications. He also serves as the Chief Operating Officer for the Nexstar Media Charitable Foundation. Prior to this, Mr. Weitman was a Senior Vice President, Corporate Relations at Tribune Media Company from 2008 to 2019 and was Vice President, Corporate Communications from 2000 to 2008. Prior to his work with Tribune, Mr. Weitman was Executive Director, Corporate Communications at Allied Riser Communications Corp., Senior Vice President, Media Relations at Hill and Knowlton, Inc., and earlier in his career, Mr. Weitman spent 15 years in broadcast journalism, holding positions of increasing responsibility at the CBS- and FOX-owned television stations in Chicago, IL.

  34. Compensation of Directors

    | Nexstar Media Group, Inc. | 32 | 2024 Proxy Statement |

  35. 2023 and Long-Term Performance

    2023 and Long-Term Performance Fiscal 2023 was again a record year for Nexstar despite an absence of significant political advertising revenue. Our portfolio of local and national media assets provides nationwide reach on par with other broadcast networks and local activation at a greater scale than any other broadcast network owner, creating a differentiated and attractive value proposition for advertisers, brands and content owners in an increasingly fragmented marketplace. We are focused on the continued expansion of our capabilities and leveraging our linear, digital, mobile and streaming assets in new ways to deliver new levels of monetization, growth and stockholder returns. We anticipate that 2024 revenues will benefit from the 2023 renegotiation of our distribution contracts representing more than half of our subscribers, and that 2024 revenues will benefit from presidential election year political advertising. We continue to adapt and focus on pursuing and achieving our operational objectives and building long-term value for our stockholders while also keeping our employees and operations safe with strong protocols. During 2023, we delivered strong results across key financial performance metrics and achieved strategic operating goals, as follows: • Generated consolidated net revenue of $4.9 billion, income from operations of $708 million and net income of $270 million in 2023. • Returned approximately $796 million of capital to shareholders through repurchases of common stock of $605 million and dividends of $191 million, funded by cash on hand, supporting our commitment to the enhancement of shareholder value. • Successfully renewed distribution agreements representing more than 40% of our subscriber base on terms favorable to the Company, positioning Nexstar to deliver further annual distribution revenue growth. • Renewed and extended multi-year affiliation agreements with the Fox Network, MyNetworkTV and The CW Network. • Expanded and extended CW Network affiliation agreements with several broadcast affiliate partners. • Secured or extended exclusive broadcast rights for The CW Network to WWE NXT, LIV Golf, Atlantic Coast Conference college football and basketball games, and NASCAR Xfinity Series. NewsNation marked a major cable news milestone by offering news programming twenty-four hours per day, five days a week and remaining America’s fastest growing cable news network in primetime.

  36. 2023 and Long-Term Performance

    | Nexstar Media Group, Inc. | 36 | 2024 Proxy Statement |

  37. 2023 and Long-Term Performance

    Completed first upfront as a consolidated entity for all Nexstar national properties including NewsNation, The CW, Antenna TV, and The Hill adding 47 new advertisers across these platforms. • Led the industry in deployment of ATSC 3.0, or NextGen TV, with more than 58 million U.S. television households now receiving a NextGen TV signal from a Nexstar-owned or partner station. • Completed the acquisitions of KUSI-TV, an independent station and local news powerhouse in San Diego, CA, the nation’s 30th-largest television market, and WSNN-LD, a MyNetworkTV affiliated low power television station serving the Tampa, FL market.

  38. Actions Following Past Stockholder Votes on Named Executive Officer Compensation and Past Stockholder Outreach

    Actions Following Past Stockholder Votes on Named Executive Officer Compensation and Past Stockholder Outreach Selected Actions: • No long-term entitlements to salary increases or specified amounts of variable compensation. In response to stockholder feedback, the Compensation Committee no longer provides our Named Executive Officers employment agreements with contractual entitlements to annual salary increases or specific guaranteed payments of any element of variable compensation for multiple years of a contractual period. As of December 31, 2023, all guaranteed increases to NEO base salary have been phased out as each NEO employment agreement has been renewed and amended to instead provide for discretionary annual increases (refer to “Employment Agreements” section below). • Use of performance-based stock awards. In 2023, 50% of the stock awards made to our CEO and three other Named Executive Officers were performance-based. The remaining three other Named Executive Officers received a larger proportion of time-based RSUs as such awards were reflective of either onboarding stock awards upon commencement of employment or additional stock awards in connection with an extension of employment (refer to “Stock-Based Long-Term Incentive Compensation” below for additional information). In 2023, the Company also expanded its performance-based stock awards to include non-NEO members of executive management. In 2022 and 2021, our Named Executive Officers who received stock awards were granted with at least 50% performance-based awards. • Inclusion of management employees and non-employee directors in equity awards. From 2021 to 2023, [•]% of the equity awards granted were to non-employee directors and management employees other than our Named Executive Officers. A formulaic short-term incentive program. Our Chief Executive Officer short-term cash incentives are based on a defined formula, with 75% of the incentive determined based on pre-established financial targets. The cash incentives for our other Named Executive Officers are also based on defined formulas, with 50% to 75% of such cash incentives determined based on pre-established financial targets.

  39. Role of Compensation Consultant in Compensation Decisions

    Role of Compensation Consultant in Compensation Decisions The Compensation Committee has retained Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant to provide advice to and assist the Compensation Committee in designing and administering the structure and mechanics of the Company’s executive compensation program. Meridian also offers guidance to the Compensation Committee on other matters related to officer and director compensation and corporate governance. Meridian reports directly and exclusively to the Compensation Committee. The Compensation Committee generally reviews and considers information and recommendations provided by Meridian, but the Compensation Committee makes all compensation-related decisions. While Meridian generally works only with the Compensation Committee, the Compensation Committee retains the discretion to allow Meridian to work directly with management in preparing or reviewing materials for the Compensation Committee’s consideration. During 2023, after taking into consideration the factors listed in Section IM-5605-5(d)(3)(D) of the NASDAQ Listing Rules, the Compensation Committee concluded that neither it nor the Company has any conflicts of interest with Meridian, and that Meridian is independent from management. Other than Meridian, no other compensation consultants provided services to the Compensation Committee during 2023.

  40. Defining the Market—Benchmarking

    Defining the Market—Benchmarking Benchmarking review provides a foundation for ensuring that our executive compensation levels remain competitive in relation to the peer group and is generally refreshed prior to the hiring or replacement of an executive officer or when an existing officer’s employment contract is renewed or as frequently as significant changes in the peer group warrant. One of the primary objectives of the Company’s executive compensation program is to provide compensation near the median market pay level based on our benchmarking review of peer group companies, subject to Company results and individual contribution. Such benchmarking is useful because we recognize that our compensation practices must be competitive in the media industry. By targeting Named Executive Officer compensation to the compensation practices of the Company’s peer group, the Company enhances its ability to attract and retain talented and highly qualified executives, which is fundamental to the Company’s growth and delivery of value to its stockholders. In addition, peer group information is one of the many factors we consider in assessing the reasonableness of compensation of our Named Executive Officers.

  41. Defining the Market—Benchmarking

    | Nexstar Media Group, Inc. | 39 | 2024 Proxy Statement |

  42. Defining the Market—Benchmarking

    In making compensation decisions for our Named Executive Officers in 2023, the “peer group” is comprised of the following companies:

  43. Defining the Market—Benchmarking

    | AMC Networks Inc. | iHeartMedia, Inc. | | Clear Channel Outdoor Holdings, Inc. | The Liberty SiriusXM Group | | Warner Bros. Discovery, Inc. | Sinclair, Inc.(1) | | The E.W. Scripps Company | TEGNA Inc. | | Fox Corporation | Paramount Global | | Gray Television, Inc. | Gannett Co., Inc. |

  44. Defining the Market—Benchmarking

    (1) In June 2023, Sinclair Broadcasting Group, Inc. was reorganized into a new public company Sinclair, Inc.

  45. Key Metrics Used for Performance Measures

    Key Metrics Used for Performance Measures For purposes of determining eligibility for annual cash bonus payments and performance vesting under stock-based long-term incentive awards, the Company utilizes (i) Net Revenue and Adjusted EBITDA (which is calculated in a manner consistent with the calculation of EBITDA that is referenced in the employment agreement) versus budgets approved by the Board of Directors and (ii) Company total stockholder return against a peer group. Net revenue represents revenue recognized, net of allowances and credits, in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Adjusted EBITDA is defined as net income, plus interest expense (net), loss on extinguishment of debt, income tax expense (benefit), depreciation, amortization of intangible assets and broadcast rights (except amortization of broadcast rights for The CW Network), (gain) loss on asset disposal, transaction and other one-time expenses, impairment charges, (income) loss from equity method investments (net), distributions from equity method investments and other expense (income), minus, reimbursement from the FCC related to station repack and broadcast rights payments (except broadcast rights payments for The CW Network). Total stockholder return and the related peer groups are defined in the applicable employment agreements (see “Employment Agreements” section below). Net Revenue and Adjusted EBITDA (including its reconciliation to the most directly comparable U.S. GAAP measure) are reported by the Company in its quarterly earnings releases. For additional information on the performance on these and other measures, see discussion in the “Elements of Compensation—Annual Cash Bonuses” and “Elements of Compensation—Stock-Based Long-Term Incentive Compensation”.

  46. Key Metrics Used for Performance Measures

    | Nexstar Media Group, Inc. | 41 | 2024 Proxy Statement |

  47. Base Salary

    (1) On March 1, 2023, Mr. Sook entered into an amended employment agreement pursuant to which his base salary was increased from $2,000,000 to $3,000,000 effective March 1, 2023. (2) Mr. Biard commenced employment on August 21, 2023. (3) On September 19, 2023, Ms. Zimmer entered into an amended employment agreement pursuant to which her base salary was increased from $775,000 to $1,200,000 effective September 19, 2023. The annual base salary of each of the Company’s Named Executive Officers is established by their respective individual employment agreements. The purpose of the base salary is to provide each Named Executive Officer with cash compensation that is not variable in nature and that is generally competitive with our peer group. The base salary is established based on the scope of the executive’s responsibilities, taking into account compensation paid by peer group companies for similar positions. Generally, the executives’ base salaries are determined with reference to the median market pay level of our peer group companies, but individual officer salary levels may fall above or below median for a variety of reasons, including scope of role, experience, tenure, performance, retention concerns or other relevant factors. As of December 31, 2023, guaranteed increases to NEO base salary have been phased out as each NEO employment agreement has been renewed and amended to instead provide for discretionary annual increases. See the “Employment Agreements” section of this Proxy Statement for a discussion of the employment agreements with our Named Executive Officers.

  48. Annual Cash Bonuses

    Annual Cash Bonuses Each of our Named Executive Officers is eligible to earn an annual cash bonus based on the quantitative and qualitative criteria described in each Named Executive Officer’s employment agreement and summarized below. The targets and actual cash bonuses earned by our Named Executive Officers for the year 2023 are as follows:

  49. Annual Cash Bonuses

    | | 2023 Target Bonus (% of Salary) | 2023 Target Bonus(1) ($) | % of Target Payout Earned | 2023 Actual Cash Bonus ($) | | Perry A. Sook | 200% | 6,000,000 | 82% | 4,904,526 | | Chairman and Chief Executive Officer | | | | | | Michael Biard | Not Applicable | 1,500,000 | 100% | 1,500,000 | | President and Chief Operating Officer | | | | | | Lee Ann Gliha | Not Applicable | 750,000 | 100% | 750,000 | | Executive Vice President and Chief Financial Officer | | | | | | Dana Zimmer | 100% | 896,096 | 100% | 896,096 | | President, Distribution and Strategy | | | | | | Michael Strober | 100% | 700,000 | 70% | 490,000 | | Executive Vice President and Chief Revenue Officer | | | | |

  50. Annual Cash Bonuses

    | Nexstar Media Group, Inc. | 43 | 2024 Proxy Statement |

  51. Annual Cash Bonuses

    For additional information on our Named Executive Officer’s annual cash bonuses, refer to “Employment Agreements” section below. As described in the table below, while Mr. Sook met the criteria to earn a bonus, his bonus is variable based on achieving certain performance metrics. Since the metrics were only partially met, he did not earn his full target cash bonus. Mr. Biard’s and Ms. Gliha’s target bonus opportunities for 2023 were a fixed amount as set forth in their respective employment agreements and not based on a percentage of base salary. Ms. Zimmer’s target cash bonus for the year 2023 is prorated taking into account the change in her base salary effective September 19, 2023. Mr. Strober’s target cash bonus was determined by the Chief Executive Officer to be equal to 100% of his salary; Based on partial achievement of the performance bonus metrics outlined in his contract, he earned 70% of his target cash bonus. Annual Bonus Opportunity and 2023 Actual Results – Mr. Sook As provided in his employment agreement, as amended on August 1, 2022 (the “2022 Sook Amended Employment Agreement”), Mr. Sook, is eligible to receive an annual bonus with a “Target” amount equal to 200% of his annual base salary, subject to increase or decrease based on the criteria set forth in the tables below and approval of the Compensation Committee. The Compensation Committee may alter the criteria set forth in the tables below as circumstances warrant and in consultation with Mr. Sook:

  52. Annual Cash Bonuses

    | Component | Weight | No Payout | Threshold | Target | Maximum | | Adjusted EBITDA(a) | 35% | < 85% of Target | 85% of Target | Budgeted Target(a) | 105% of Target | | Net Revenues(a) | 35% | < 85% of Target | 85% of Target | Budgeted Target(a) | 105% of Target | | Individual Performance(b) | 30% | Discretionary | | | | | Payout Opportunity | 100% | 0% (no payout) | 50% of Target | 100% of Target | 200% of Target |

  53. Annual Cash Bonuses

    (a) As defined in the 2022 Sook Employment Agreement. (b) Individual performance will be earned at the Compensation Committee’s discretion based on Mr. Sook’s achievement of the objectives established by Compensation Committee and/or Board at the beginning of the applicable fiscal year.

  54. Annual Cash Bonuses

    | Criteria | 2023 Results | % of Target Bonus Achieved | | 35% earned if the Company achieves its Adjusted EBITDA Target for the applicable year | Adjusted EBITDA(1) was 89% of budget | 63% | | 35% earned if the Company achieves its Net Revenue Target for the applicable year. | Net Revenue(1) was 95% of budget | 84% | | 30% earned at the discretion of the Compensation Committee based on Mr. Sook’s achievement of the objectives established by the Committee and/or Board at the beginning of the applicable fiscal year. | Approved by the Compensation Committee | 100% | | Weighted combined total | | 82% |

  55. Annual Cash Bonuses

    (1) The actual Net Revenue and actual Adjusted EBITDA includes an adjustment for the temporary disruption of a large customer in the third quarter of 2023. The adjustment was approved by the Compensation Committee given the successful multi-year renewal with such customer in September 2023. Additionally, the target (2023 budget), which was approved by the Company’s Board of Directors in January 2023, did not consider customer disruptions. For his 2023 annual bonus, Mr. Sook earned the discretionary portion of his bonus as a result of his achievements during 2023 including: • Leading the Company in achieving a full year net revenue of $4.9 billion, and adjusted EBITDA of $1.5 billion, • Returning $796 million of to stockholders through repurchases of common stock of $605 million and dividends of $191 million, Enhancing the leadership team by hiring Michael Biard, an accomplished media industry executive and former Fox Corporation television distribution and operations leader, as President and Chief Operating Officer of Nexstar,

  56. Annual Cash Bonuses

    | Nexstar Media Group, Inc. | 44 | 2024 Proxy Statement |

  57. Annual Cash Bonuses

    Overseeing the launch of our in-house national advertising sales division and transition away from an external national representation firm, and • Overseeing the continued deployment of ATSC 3.0, or NextGen TV, with more than 50% of U.S. television households now receiving a NextGen TV signal from a Nexstar-owned or partner station. Annual Bonus Opportunity and 2023 Actual Results – Mr. Biard As provided in his employment agreement dated August 21, 2023, Mr. Biard was eligible to receive a fixed annual bonus of $1,500,000 for fiscal year 2023. For additional information on Mr. Biard’s annual cash bonuses subsequent to 2023, refer to “Employment Agreements” section below. The annual bonus was a fixed amount designed to incentivize Mr. Biard to leave his prior employer and join Nexstar. Annual Bonus Opportunity and 2023 Actual Results – Ms. Gliha As provided in her amended employment agreement effective January 1, 2024, Ms. Gliha was eligible to receive a fixed annual bonus of $750,000 for the fiscal year 2023. The annual bonus opportunity was a fixed amount designed to incentivize Ms. Gliha to extend her employment contract with Nexstar through 2026. Ms. Gliha achievements during 2023 included: • Designing and executing the Company’s capital allocation plan, including returning $796 million to stockholders through repurchases of common stock of $605 million and dividends of $191 million, • Increasing the Company’s investor relations activity, including participating in 7 incremental investor conferences and non-deal roadshows and engaging with more than 50% more investors than in 2022, facilitating the launch of coverage by a new equity analyst and preparing the Company’s investor presentations, and • Providing support for the Company’s strategic initiatives including assisting with the launch of CW Sports. For additional information on Ms. Gliha’s annual cash bonuses subsequent to 2023, refer to “Employment Agreements” section below. Annual Bonus Opportunity and 2023 Actual Results – Ms. Zimmer As provided in her employment agreement, as amended on September 19, 2023, Ms. Zimmer is eligible to receive an annual bonus of up to one hundred percent (100%) of base salary (or in excess of such amount, as the CEO, with approval of the Compensation Committee may determine appropriate) based on overall performance of the Company as well as the executive’s individual performance, as determined by the Compensation Committee. For fiscal year 2023, Ms. Zimmer’s annual bonus payout was determined on a prorated basis taking into account her base salary change on September 19, 2023. Ms. Zimmer earned 100% of her target bonus (prorated based on the change in her base salary) as a result of her achievements during 2023 including: • Substantially meeting the Company’s 2023 distribution revenue budget at 98% (Reflective of an adjustment for the temporary disruption of a large customer in the third quarter of 2023 as discussed in “Annual Bonus Opportunity and 2023 Actual Results—Mr. Sook” above), • Leading the renewal of retransmission contracts for more than 40% of our subscriber base on terms favorable to the Company, including securing full distribution, for the first time, of our CW, MyNetwork and Independent stations on the virtual multi-channel video distributors (the “vMVPDs”), Leading the successful renewal of the Company’s affiliation agreements with Fox, MyNetworkTV and The CW Network, and

  58. Annual Cash Bonuses

    | Nexstar Media Group, Inc. | 45 | 2024 Proxy Statement |

  59. Annual Cash Bonuses

    Leading the expansion and extension of CW Network affiliation agreements with several broadcast affiliate partners. Annual Bonus Opportunity and 2023 Actual Results – Mr. Strober As provided in his employment agreement dated November 30, 2022, Mr. Strober is eligible to receive an annual bonus as follows:

  60. Annual Cash Bonuses

    | Criteria | 2023 Results | % of Bonus Criteria Met | | 25% earned if the Company exceeds 90% of budgeted Net Advertising Revenue for the fiscal year | Net Advertising Revenue was 91% of budget | 100% | | 50% earned based on executing the deliverables on the timelines outlined in the Polaris Project Plan | Partially achieved criteria | 50% | | 25% earned at the discretion of our Chief Executive Officer and/or Compensation Committee | Partially earned as approved by the CEO and Compensation Committee | 80% | | Weighted combined total | | 70% |

  61. Annual Cash Bonuses

    Mr. Strober earned the discretionary portion of his bonus as a result of his achievements during 2023 including: • Building and launching the Company’s national advertising sales division, • Overseeing the renegotiation of expanded measurement services with both Nielsen and Comscore, and • Facilitating the development of sponsorship sales, specifically on CW sports and entertainment programming.

  62. Stock-Based Long-Term Incentive Compensation

    Stock-Based Long-Term Incentive Compensation The Compensation Committee believes that grants of stock-based awards are the most appropriate form of long-term compensation because they provide incentives to promote the long-term success of the Company in line with stockholders’ interests. The Company’s equity incentive plans are intended to motivate and reward the Company’s officers and to retain their continued services while providing long-term incentive opportunities including the participation in the long-term appreciation of our common stock value. The Compensation Committee grants stock-based awards to the Named Executive Officers other than our Chief Executive Officer based on the recommendations of the Chief Executive Officer, who evaluates their performance against the goals established at the beginning of each year. The Compensation Committee has allocated performance-based and time-based compensation evenly when determining the stock-based long-term compensation awarded decisions for our Named Executive Officers. As of December 31, 2023, the Company maintains two equity compensation plans – the 2015 Long-Term Equity Incentive Plan and the 2019 Long-Term Equity Incentive Plan (together, the “Plans”), each of which provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards. Since 2017, awards made under the Company’s equity plans have consisted exclusively of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”). During 2023, each of our Named Executive Officers (except Mr. Biard and Mr. Strober who were hired in 2023), received stock awards under the Plans, each comprised 50% of RSUs and 50% PSUs as described below. Upon commencement of employment, Mr. Biard received a stock award comprised 100% of RSUs, and Mr. Strober received a stock award comprised 67% of RSUs and 33% PSUs. In addition, Ms. Gliha received an additional award of RSUs in December 2023 in conjunction with the extension of Ms. Gliha’s employment agreement.

  63. Stock-Based Long-Term Incentive Compensation

    | Nexstar Media Group, Inc. | 46 | 2024 Proxy Statement |

  64. Time-Based Restricted Stock Units (RSUs)

    Time-Based Restricted Stock Units (RSUs) During 2023, RSUs were granted to the Named Executive Officers as set forth below:

  65. Time-Based Restricted Stock Units (RSUs)

    | | Grant Date | # of RSUs Granted | Vesting Schedule | | Perry A. Sook | 3/2/2023 | 53,700 | 2 years (50% per year) | | Michael Biard | 8/21/2023 | 25,000 | 4 years (25% per year) | | Lee Ann Gliha | 6/14/2023 | 3,750 | 4 years (25% per year) | | | 12/20/2023 | 2,500 | 3 years(1) | | Dana Zimmer | 6/14/2023 | 3,750 | 4 years (25% per year) | | Michael Strober | 1/3/2023 | 6,666 | 3 years(2) |

  66. Time-Based Restricted Stock Units (RSUs)

    (1) 833, 833 and 834 RSUs will vest at each anniversary of the award. (2) 3,333, 1,666 and 1,667 RSUs will vest at each anniversary of the award. Pursuant to the 2022 Sook Employment Agreement (defined below), in the event of Mr. Sook’s termination for any reason other than by the Company for Cause or by Mr. Sook without Good Reason (each, as defined in the Sook Employment Agreement), any unvested RSUs will immediately vest in full. For stock awards granted to NEOs other than the CEO, vesting is subject to continued employment through the applicable vesting date and subject to the Compensation Committee’s discretion, all unvested RSUs are forfeited upon the executive’s termination for any reason. In the event of a Change in Control (as defined in the applicable Plan), all unvested RSUs shall immediately vest.

  67. Performance-Based Restricted Stock Units (PSUs)

    Performance-Based Restricted Stock Units (PSUs) During 2023, PSUs were granted to the Named Executive Officers as follows:

  68. Performance-Based Restricted Stock Units (PSUs)

    | | Grant Date | # of PSUs Granted | | Perry A. Sook | 3/2/2023 | 53,700 | | Michael Biard | — | — | | Lee Ann Gliha | 6/14/2023 | 3,750 | | Dana Zimmer | 6/14/2023 | 3,750 | | Michael Strober | 1/3/2023 | 3,334 | | | 6/14/2023 | 2,625 |

  69. Performance-Based Restricted Stock Units (PSUs)

    The PSUs granted to Mr. Sook in 2023 (target PSUs of 53,700) were/are eligible to vest 50% on each of March 2, 2024 (the “first vesting date”) and March 2, 2025 (the “second vesting date”). The PSUs were eligible to performance-vest based upon the Company’s achievement of one-year total stockholder return (“TSR”) against the peer group defined in the award agreement, which includes Sinclair Broadcast Group, Inc., Gray Television, Inc., Tegna, Inc., The E.W. Scripps Company, Paramount Global, Fox Corporation, Warner Bros. Discovery (formerly Discovery, Inc.), Gannett, AMC Networks, Inc., The Liberty Sirius XM Group, iHeartMedia, Inc., Clear Channel Outdoor Holdings, Inc., and Cinemark Holdings, Inc. (as shown in the table below with such vesting to be interpolated for performance between Threshold, Target, Stretch and Maximum) for the period March 1, 2023 to March 1, 2024, and were/are eligible to fully vest on the applicable vesting date subject to Mr. Sook’s continued employment through the applicable vesting date. No calculation is required on the second vesting date, since the performance condition was measured as of March 1, 2024.

  70. Performance-Based Restricted Stock Units (PSUs)

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  71. Performance-Based Restricted Stock Units (PSUs)

    | Level | Relative TSR vs Peer Group | Percentage of PSUs to Vest | | Below Threshold | < 35th Percentile | No vesting | | Threshold | 35th to 50th Percentiles | 80% of Target | | Target | 51st to 65th Percentiles | 100% of Target | | Stretch | 66th to 80th Percentiles | 150% of Target | | Maximum | 81st and > Percentiles | 200% of Target |

  72. Performance-Based Restricted Stock Units (PSUs)

    As of March 1, 2024, the Compensation Committee certified achievement of the relative TSR condition at the maximum level of achievement, and Mr. Sook’s PSUs were deemed earned at 200% of target. As a result, Mr. Sook fully vested in 53,700 PSUs as of March 2, 2024 and will fully vest in 53,700 PSUs on March 2, 2025, subject to his continued employment through such date. Pursuant to the 2022 Sook Employment Agreement (defined below), in the event of Mr. Sook’s termination for any reason other than by the Company for Cause or by Mr. Sook without Good Reason (each, as defined in the Sook Employment Agreement), any unvested PSUs will vest at the greater of actual or target level of performance. The PSUs granted to Mr. Strober in January 2023 are eligible to vest 50% on each of March 1, 2025 and March 1, 2026, subject to continued employment through the applicable vesting date, provided, full vesting of each annual tranche also requires satisfaction of certain financial performance metrics (described below) which, if not achieved in any given year, will result in forfeiture of the applicable tranche of the PSUs. The PSUs granted to Mses. Gliha and Zimmer in June 2023 are subject to the same time-vesting conditions as the time-based RSUs described above (annual time-vesting in ratable installments over a four-year period from the date of grant, subject to continued employment through the applicable vesting date), but full vesting of each annual tranche also requires satisfaction of certain financial performance metrics (as described for each NEO below) which, if not achieved in any given year, will result in forfeiture of the applicable tranche of the PSUs. The financial performance metrics set forth in the PSUs are specific to each NEO, as set forth below:

  73. Performance-Based Restricted Stock Units (PSUs)

    | | PSU Performance Vesting Criteria | | Lee Ann Gliha | The Company’s TSR for the applicable year must exceed the midpoint for TSR ranking within its peer group. | | Dana Zimmer | The Company’s distribution revenue for the applicable year must be at or above ninety-five percent (95%) of its budgeted distribution revenue for such year. | | Michael Strober | The Company’s net advertising revenue for the applicable year must be at or above ninety-five percent (95%) of its budgeted net advertising revenue for such year. |

  74. Performance-Based Restricted Stock Units (PSUs)

    In each case (other than Mr. Sook’s PSUs described above), subject to the Compensation Committee’s discretion, all unvested PSUs are forfeited upon the executive’s termination for any reason. In the event of a Change in Control (as defined in the applicable Plan), all unvested PSUs shall immediately vest.

  75. Severance Benefits and Change in Control Provisions

    Severance Benefits and Change in Control Provisions All of our Named Executive Officers have entered into employment agreements with us. These employment agreements, among other things, provide for severance compensation to be paid to the executives if they are terminated upon a change of control of the Company, or for reasons other than cause, or if they resign for good reason, as defined in the agreements. Additionally, as described above our Named Executive Officers have been granted equity awards that vest upon a Change in Control. For additional information, see the “Potential Payments Upon Termination or Change in Control” section.

  76. EMPLOYMENT AGREEMENTS

    EMPLOYMENT AGREEMENTS The Company currently has an employment agreement in place with each of its Named Executive Officers as described below. For information about the termination and change-in-control provisions set forth in each agreement, see “Potential Payments upon Termination or Change In Control.” Perry A. Sook Mr. Sook was employed as Chairman of the Board and Chief Executive Officer under an employment agreement with Nexstar dated January 15th, 2019 (the “Prior Sook Employment Agreement”), which provided for a term ending February 28, 2023. Under the terms of the Prior Sook Employment Agreement, Mr. Sook’s base salary for fiscal year 2023 through the end of the term was $2,000,000. Pursuant to authorization from the Compensation Committee, the Company entered into an extension and amendment to the Prior Sook Employment Agreement (the “2022 Sook Employment Agreement”). The renewed term under the 2022 Sook Employment Agreement began March 1, 2023 and expires on March 31, 2026 with automatic renewals for successive one-year periods unless either party notifies the other of its intention not to renew the agreement (the “Term”). Under the 2022 Sook Employment Agreement, Mr. Sook became entitled to a base salary of $3,000,000 effective on March 1, 2023 and for 2023, was eligible to earn an annual bonus with a target equal to 200% of base salary as described above in the section “Annual Cash Bonus.” Pursuant to the 2022 Sook Employment Agreement, in March 2023, the Company awarded to Mr. Sook 53,700 RSUs and 53,700 PSUs as described above in the section “Stock-Based Long-Term Incentive Compensation.” Beginning on March 1, 2024, and annually thereafter during the Term and any renewal term, Mr. Sook may also participate in additional long-term incentive compensation awards at the discretion of the Compensation Committee. Pursuant to the 2022 Sook Employment Agreement, the Company shall also provide Mr. Sook with a company car and reimburse Mr. Sook in the amount up to $500,000 for his use of an aircraft for personal matters during the Term. Michael Biard Mr. Biard is employed as President and Chief Operating Officer under an employment agreement with Nexstar effective August 21, 2023 (“2023 Biard Employment Agreement”). The initial term of the 2023 Biard Employment Agreement ends on August 20, 2027, and will automatically renew for successive one-year periods, subject to earlier termination provided under the employment agreement. Pursuant to the 2023 Biard Employment Agreement, Mr. Biard shall be entitled to an annual base salary of $2,000,000, subject to an annual review and may be adjusted, at the discretion of the Chief Executive Officer (“CEO”) of the Company. In addition, Mr. Biard was eligible to receive an annual bonus in the amount of $1,500,000 with respect to fiscal year 2023, and with respect to subsequent fiscal years, will be eligible to receive an annual bonus in a target amount equal to one hundred twenty-five percent (125%) of his annual base salary in effect at the end of that fiscal year (for purposes of the tables in the section below only, the “Target”) or in excess of such amount as determined by the CEO with the approval of the Compensation Committee of the Board of Directors based on following criteria:

  77. EMPLOYMENT AGREEMENTS

    | 2024 | | | | | | | Component | Weight | No Payout | Threshold | Target | Maximum | | Adjusted EBITDA(a) | 50% | < 85% of Target | 85% of Target | Budgeted Target(a) | 105% of Target | | Individual Performance(b) | 50% | Discretionary | | | | | Payout Opportunity | 100% | 0% | 50% of Target | 100% of Target | 200% of Target |

  78. EMPLOYMENT AGREEMENTS

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  79. EMPLOYMENT AGREEMENTS

    | 2025 and Beyond | | | | | | | Component | Weight | No Payout | Threshold | Target | Maximum | | Adjusted EBITDA(a) | 65% | < 85% of Target | 85% of Target | Budgeted Target(a) | 105% of Target | | Individual Performance(b) | 35% | Discretionary | | | | | Payout Opportunity | 100% | 0% | 50% of Target | 100% of Target | 200% of Target |

  80. EMPLOYMENT AGREEMENTS

    As defined in the 2023 Biard Employment Agreement. (b) Individual performance will be earned at the Compensation Committee’s discretion based on Mr. Biard’s achievement of the objectives established by Compensation Committee and/or Board at the beginning of the applicable fiscal year. The Biard Employment Agreement also entitled Mr. Biard to the grant of 25,000 RSUs described above in the section “Stock-Based Long-Term Incentive Compensation.” In addition, Mr. Biard is also eligible to participate in the Company’s periodic equity compensation program at levels and splits, between time-based and performance-based units, commensurate with the job and at the discretion of the CEO and the Compensation Committee. Future grants of performance-based units may vest based on Total Shareholder Returns compared to a peer group. Mr. Biard also received a relocation bonus of $30,000, subject to applicable taxes and the terms of the Company’s relocation benefit program, which includes repayment obligation on a prorated basis if Mr. Biard voluntarily terminates his employment without Good Reason (as defined in the 2023 Biard Employment Agreement) within two years of his August 21, 2023 start date. Because this relocation bonus will not be earned by Mr. Biard until August 21, 2025, the amount of the bonus, to the extent earned, will be reportable in the Summary Compensation Table with respect to the fiscal year ending December 31, 2025. He is also entitled to a $1,000 per month automobile allowance and a $100 per month cell phone allowance. Lee Ann Gliha Ms. Gliha is employed as Executive Vice President and Chief Financial Officer under an employment agreement with Nexstar dated July 26, 2021 (the “Prior Gliha Employment Agreement”), as amended on December 18, 2023 (the “2023 Gliha Employment Agreement”). The term of the 2023 Gliha Employment Agreement commenced on January 1, 2024 and expires on December 31, 2026 and automatically renews for successive one-year periods unless either party notifies the other of its intention not to renew the agreement. Under the Prior Gliha Employment Agreement, Ms. Gliha’s annual base salary for 2023 was $700,000. Under the 2023 Gliha Employment Agreement, she was eligible to receive an annual bonus of $750,000 for 2023. Under the 2023 Gliha Employment Agreement, Ms. Gliha’s annual base salary is $1,000,000 effective January 1, 2024, subject to annual merit increases at the discretion of the CEO. After the end of each of our fiscal years during the term of her employment agreement, Ms. Gliha will be entitled to receive an annual bonus, in an amount, if any, up to 100% of her annual base salary in effect at the end of that fiscal year (or in excess of such amount, up to a maximum of 150%, as our CEO, with the approval of the Compensation Committee of the Company’s board of directors may determine is appropriate), pro-rated for any partial fiscal year during which Ms. Gliha is employed by the Company, to be determined by our Chief Executive Officer, with the approval of the Compensation Committee, based on the performance criteria described in the section titled “Elements of Compensation - Annual Cash Bonus”. Ms. Gliha is eligible to participate in the Company’s equity compensation program on a basis consistent with the other Company executives. She is also entitled to a $750 per month automobile allowance and a $100 per month cell phone allowance. Pursuant to the 2023 Gliha Employment Agreement, in December 2023, the Company awarded to Ms. Gliha 2,500 time-based RSUs subject to a 3-year vesting period.

  81. EMPLOYMENT AGREEMENTS

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  82. EMPLOYMENT AGREEMENTS

    Dana Zimmer Ms. Zimmer, Nexstar’s President, Distribution and Strategy, joined Nexstar under an employment agreement with Nexstar dated September 5, 2019 (the “Prior Zimmer Employment Agreement”) which was amended effective on September 19, 2023 (the “2023 Zimmer Employment Agreement”). The Prior Zimmer Employment Agreement expired on September 18, 2023. The 2023 Zimmer Employment Agreement extends the term of the Prior Zimmer Employment Agreement through September 18, 2026 and automatically renews for successive one-year period(s) unless either party notifies the other of its intention not to renew the agreement. Under the Prior Zimmer Employment Agreement, Ms. Zimmer’s annual base salary was $775,000 from September 19, 2022 through September 18, 2023. The 2023 Zimmer Employment Agreement increased her annual base salary to $1,200,000 beginning on September 19, 2023, subject to an annual review and further adjustments. After the end of each of our fiscal year during the term of her employment agreement, Ms. Zimmer is eligible to receive an annual bonus, up to 100% of her annual base salary in effect at the end of that fiscal year (or in excess of such amount, as the CEO, with the approval of the Compensation Committee may determine is appropriate), prorated for any partial fiscal year during which she is employed by the Company based on the performance criteria described in the section titled “Annual Cash Bonus.” See the section titled “Annual Cash Bonus” for information about the annual bonus for 2023. Pursuant to the 2023 Zimmer Employment Agreement, Ms. Zimmer’s 2023 annual bonus payout was prorated taking into account her base salary change on September 19, 2023. Ms. Zimmer is also entitled to a $750 per month automobile allowance and a $100 per month cell phone allowance. Michael Strober Mr. Strober is employed as Executive Vice President and Chief Revenue Officer under an employment agreement with Nexstar on November 30, 2022. The term of the employment agreement commenced on January 1, 2023 and expires on April 30, 2026 and automatically renews for successive one-year periods unless either party notifies the other of its intention not to renew the agreement. Under the employment agreement, Mr. Strober is entitled to receive an annual base salary of $700,000, subject to an annual review and further adjustments. In addition, Mr. Strober is eligible to receive an annual bonus based on the following criteria: For Fiscal Year 2023: • 25% earned if Nexstar Media Group, Inc. exceeds 90% of budgeted Net Advertising Revenue for the fiscal year • 50% earned based on executing the deliverables on the timelines outlined in the Polaris Project Plan • 25% earned at the discretion of our CEO and/or Compensation Committee For Fiscal Year 2024 and 2025: • 25% earned if the Local Division exceeds 95% of budgeted Net Advertising Revenue for the fiscal year • 25% earned if the National Division exceeds 95% of budgeted Net Advertising Revenue for the fiscal year • 25% earned if the Political Division exceeds 95% of budgeted Net Advertising Revenue for the fiscal year • 25% earned at the discretion of our CEO and/or Compensation Committee Pursuant to Mr. Strober’s employment agreement, in January 2023, the Company awarded to Mr. Strober 6,666 RSUs and 3,334 PSUs, as described above in the section “Stock-Based Long-Term Incentive Compensation.”

  83. EMPLOYMENT AGREEMENTS

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  84. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  85. SUMMARY COMPENSATION TABLE

    | | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Perry A. Sook | 2023 | $2,800,000 | $1,800,000 | $21,233,343 | $3,104,526 | $173,170 | $29,111,039 | | Chairman and | 2022 | 1,995,193 | 1,000,000 | 33,308,029 | 3,000,000 | 15,670 | 39,318,892 | | Chief Executive Officer | 2021 | 1,870,674 | 3,750,000 | 15,510,127 | — | 15,052 | 21,145,853 | | Michael Biard | 2023 | 653,846 | 1,500,000 | 3,707,650 | — | 11,675 | 5,873,171 | | President and | 2022 | — | — | — | — | — | — | | Chief Operating Officer | 2021 | — | — | — | — | — | — | | Lee Ann Gliha | 2023 | 700,000 | 750,000 | 1,357,226 | | 43,562 | 2,850,788 | | Executive Vice President and | 2022 | 700,000 | 350,000 | 877,607 | 350,000 | 17,489 | 2,295,096 | | Chief Financial Officer | 2021 | 255,769 | 208,562 | 1,387,800 | — | 33,782 | 1,885,913 | | Dana Zimmer | 2023 | 885,866 | — | 1,149,872 | 896,096 | 38,459 | 2,970,293 | | President, Distribution and | 2022 | 756,250 | — | 1,253,724 | 775,000 | 6,734 | 2,791,708 | | Strategy | 2021 | 731,250 | 750,000 | 1,423,300 | — | 9,266 | 2,913,816 | | Michael Strober | 2023 | 673,077 | 140,000 | 2,039,388 | 350,000 | 49,389 | 3,251,854 | | Executive Vice President and | 2022 | — | — | — | — | — | — | | Chief Revenue Officer | 2021 | — | — | — | — | — | — |

  86. SUMMARY COMPENSATION TABLE

    (1) For 2021, the Summary Compensation Table set forth in the Proxy Statement filed for each year reported the full annual bonus amounts, including both the discretionary and non-discretionary portions, in the “Bonus” column. Starting with 2022, pursuant to Item 402(c)(iv) and (viii) of Regulation S-K, the discretionary portion of each NEO’s annual bonus is reported in the “Bonus” column and the non-discretionary portion of the annual bonus is reported in the “Non-Equity Incentive Plan Compensation” column. For additional details about the 2023 annual bonuses, see the section “Annual Cash Bonus”. (2) Represents the grant date fair value of RSUs and PSUs granted in 2023 under the 2019 Long-Term Incentive Plan computed in accordance with FASB Accounting Standards Codification (ASC) 718. For additional detail on 2023 stock awards to our Named Executive Officers, see “Stock-Based Long-Term Compensation.” Non-equity incentive plan compensation represents the portion of each Named Executive Officer’s annual bonus that is determined based on achievement of pre-determined performance metrics, set forth in each Named Executive Officer’s employment agreement. See the section “Compensation Discussion and Analysis—Annual Cash Bonus” for additional details.

  87. SUMMARY COMPENSATION TABLE

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  88. SUMMARY COMPENSATION TABLE

    All Other Compensation consists of the following items:

  89. SUMMARY COMPENSATION TABLE

    | | Year | Automobile Allowance(a) ($) | Life Insurance Premiums(b) ($) | 401(k) Deferral ($) | Company Contributions to 401(k) Plans ($) | Miscellaneous(c) ($) | Total ($) | | Perry A. Sook | 2023 | $7,900 | $10,657 | $30,000 | $3,300 | 121,313 | $173,170 | | Chairman and | 2022 | 8,225 | 4,395 | — | 3,050 | — | 15,670 | | Chief Executive Officer | 2021 | 7,756 | 4,396 | — | 2,900 | — | 15,052 | | Michael Biard | 2023 | 3,923 | 437 | 6,923 | — | 392 | 11,675 | | President and | 2022 | — | — | — | — | — | — | | Chief Operating Officer | 2021 | — | — | — | — | — | — | | Lee Ann Gliha | 2023 | 9,000 | 962 | 22,500 | 9,900 | 1,200 | 43,562 | | Executive Vice President and | 2022 | 9,000 | 270 | — | 7,019 | 1,200 | 17,489 | | Chief Financial Officer | 2021 | 3,289 | 55 | — | — | 30,438 | 33,782 | | Dana Zimmer | 2023 | — | 1,490 | 30,000 | 6,969 | — | 38,459 | | President, Distribution and | 2022 | — | 428 | — | 6,306 | — | 6,734 | | Strategy | 2021 | — | 566 | — | 8,700 | — | 9,266 | | Michael Strober | 2023 | 8,654 | 2,658 | 30,000 | 6,923 | 1,154 | 49,389 | | Executive Vice President and | 2022 | — | — | — | — | — | — | | Chief Revenue Officer | 2021 | — | — | — | — | — | — |

  90. SUMMARY COMPENSATION TABLE

    (a) Represents either the automobile allowance paid to the individual or the value of their personal use of a Company-owned automobile. (b) Represents personal group life insurance premiums paid by the Company. (c) Amounts reported for 2023 include (i) the cost of the NEO’s cell phone allowance and (ii) for Mr. Sook, pursuant to 2022 Sook Employment Agreement, a $121,313 reimbursement for his use of an aircraft for personal matters (which amount does not include any amount paid by Nexstar to a company owned by Mr. Sook for Nexstar’s use of such company’s private aircraft for business travel of Nexstar employee and business guests as described in the section entitled “Certain Relationship and Related Transactions”). The private aircraft used by Mr. Sook for personal matters was the aircraft of a company he owns. The amount of the reimbursement was determined based on a real-time, arms-length estimate to contract a substantially similar third-party aircraft for the same trip. The amount reimbursed was not grossed up for any income tax payable by Mr. Sook.

  91. SUMMARY COMPENSATION TABLE

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  92. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS The following table sets forth information for each of the Named Executive Officers regarding the non-discretionary portion of their annual bonus opportunities for fiscal year 2023 and the PSUs granted during fiscal year 2023, and the time-based RSUs granted during fiscal year 2023.

  93. 2023 GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Potential Payouts Under Non-Equity Incentive Awards(1) | | | Estimated Potential Payouts Under Equity Incentive Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | Grant Date Fair Value of Stock Awards(4) | | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | (#) | ($) | | Perry A. Sook | — | 3,570,000 | 4,200,000 | 4,410,000 | — | — | — | — | — | | | 3/2/2023 | — | — | — | 42,960 | 53,700 | 107,400 | — | 11,783,391 | | | 3/2/2023 | — | — | — | — | — | — | 53,700 | 9,449,952 | | Michael Biard | — | — | — | — | — | — | — | — | — | | | 8/21/2023 | — | — | — | — | — | — | 25,000 | 3,707,650 | | Lee Ann Gliha | — | — | — | — | — | — | — | — | — | | | 6/14/2023 | — | — | — | — | 3,750 | — | — | 418,870 | | | 6/14/2023 | — | — | — | — | — | — | 3,750 | 574,935 | | | 12/20/2023 | — | — | — | — | — | — | 2,500 | 363,420 | | Dana Zimmer | — | — | 896,096 | — | — | — | — | — | — | | | 6/14/2023 | — | — | — | — | 3,750 | — | — | 574,936 | | | 6/14/2023 | — | — | — | — | — | — | 3,750 | 574,935 | | Michael Strober | — | — | 525,000 | — | — | — | — | — | — | | | 1/3/2023 | — | — | — | — | 3,334 | — | — | 535,988 | | | 1/3/2023 | — | — | — | — | — | — | 6,666 | 1,100,945 | | | 6/14/2023 | — | — | — | — | 2,625 | — | — | 402,455 |

  94. 2023 GRANTS OF PLAN-BASED AWARDS

    (1) Represents the portion of annual bonus that is determined based on achievement of pre-determined performance metrics during the fiscal year 2023 (non-discretionary) and reflects the potential payouts as set forth in each Named Executive Officer’s employment agreement. The actual non-discretionary bonus amount earned in 2023 was paid to each Named Executive Officer in March 2024 as shown in the Non-Equity Incentive Compensation column of the Summary Compensation Table. The discretionary portion of the annual bonus earned by our NEOs for fiscal year 2023 is shown in the Bonus column of the Summary Compensation Table. (2) Represents: (i) PSUs granted to Mr. Sook on March 2, 2023 that were/are eligible to vest 50% on each of March 2, 2024 (the “first vesting date”) and March 2, 2025 (the “second vesting date”) based upon the Company’s achievement of one-year relative TSR against the peer group defined in the award agreement for the period March 1, 2023 to March 1, 2024, and subject to Mr. Sook’s continued employment through the applicable vesting date (subject to certain termination provisions). As of March 2, 2024, the Company achieved a relative TSR at the maximum level of achievement thus, 50% of the award was vested at maximum (200% of target) on March 2, 2024 and 50% will be vested at maximum (200% of target) on March 2, 2025, subject to Mr. Sook’s continuous employment through such date (subject to certain termination provisions). For additional detail, see “Stock-Based Long-Term Compensation—Performance-Based Restricted Stock Units (PSUs).” (ii) PSUs granted to Ms. Gliha, Mr. Strober, and Ms. Zimmer on June 14, 2023, that, in each case, (i) time-vest subject to annual time-vesting in ratable installments over a four-year period from the date of grant, subject to continued employment through the applicable vesting date and (ii) performance-vest based on satisfaction of certain performance metrics specific to each NEO, as described in “Stock-Based Long-Term Compensation—Performance-Based Restricted Stock Units (PSUs).” If the performance metric for any given year is not met, then the executive will forfeit that tranche of the PSUs. (iii) PSUs granted to Mr. Strober on January 3, 2023 are eligible to vest 50% of the award on each of March 1, 2025 and March 1, 2026 based upon the Company’s achievement of 95% of its budgeted total Net Advertising Revenue for the immediately prior fiscal year, subject to continued employment through the applicable vesting date. If the performance metric for any given year is not met, then the executive will forfeit that tranche of the PSUs. For additional detail, see “Stock-Based Long-Term Compensation—Performance-Based Restricted Stock Units (PSUs).”

  95. 2023 GRANTS OF PLAN-BASED AWARDS

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  96. 2023 GRANTS OF PLAN-BASED AWARDS

    Represents: (i) RSUs granted to Mr. Sook on March 2, 2023 that vest over a two-year period from the date of grant, subject to continued employment through the applicable vesting date (subject to certain termination provisions), 50% of which vested on March 2, 2024. For additional detail, see “Stock-Based Long-Term Compensation—Time-Based Restricted Stock Units (RSUs).” (ii) RSUs granted to Mr. Biard on August 21, 2023 and to Ms. Gliha and Ms. Zimmer on June 14, 2023, that, in each case, vest over a four-year period in annual ratable installments on each anniversary of the date of grant, subject to continued employment through the applicable vesting date. For additional detail, see “Stock-Based Long-Term Compensation—Time-Based Restricted Stock Units (RSUs).” (iii) Time-based RSUs granted to Ms. Gliha on December 20, 2023 and to Mr. Strober on January 3, 2023, that, in each case, vest over a three-year period in annual ratable installments on each anniversary of the date of grant, subject to continued employment through the applicable vesting date (subject to certain termination provisions). For additional detail, see “Stock-Based Long-Term Compensation—Time-Based Restricted Stock Units (RSUs).” (4) Represents the grant date fair value of the awards computed in accordance with FASB Accounting Standards Codification (ASC) 718. See the Notes to the Company’s Consolidated Financial Statements in our 2023 Annual Report on Form 10-K for a discussion of the assumptions made in the valuation of these awards.

  97. 2023 OUTSTANDING EQUITY AWARDS AT YEAR-END

    2023 OUTSTANDING EQUITY AWARDS AT YEAR-END The following table sets forth information as of December 31, 2023 concerning outstanding equity awards held by our Named Executive Officers. Market value is based on the closing market price of Nexstar’s common stock as of December 29, 2023 (the last trading day of 2023) of $156.75.

  98. 2023 OUTSTANDING EQUITY AWARDS AT YEAR-END

    | | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date(1) | Number of Shares or Units of Stock That Have Not Vested(2) (#) | Market Value of Shares or Units That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units 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 ($) | | Perry A. Sook | 200,000 | — | $47.11 | 1/14/2025 | 169,900 | $26,631,825 | — | $— | | Michael Biard | — | — | — | — | 25,000 | 3,918,750 | — | — | | Lee Ann Gliha | — | — | — | — | 10,719 | 1,680,203 | 8,219 | 1,288,328 | | Dana Zimmer | — | — | — | — | 14,689 | 2,302,501 | 5,937 | 930,625 | | Michael Strober | — | — | — | — | 6,666 | 1,044,895 | 5,303 | 831,245 |

  99. 2023 OUTSTANDING EQUITY AWARDS AT YEAR-END

    (1) Stock options expire ten years from the date of grant. (2) Represents the number of all unvested RSUs and unvested PSUs for which the required performance metrics were achieved as of December 31, 2023. The future vesting for each NEO’s unvested awards is subject to continued employment through each vesting date. For additional information, refer to “Stock-Based Long-Term Compensation.” Mr. Sook: • The PSUs granted to Mr. Sook on March 2, 2023 were deemed earned at 200% of target as of March 1, 2024. As a result, Mr. Sook fully vested in 53,700 PSUs as of March 2, 2024 and will fully vest in 53,700 PSUs on March 2, 2025, subject to his continued employment through such date (subject to certain termination provisions). • The PSUs granted to Mr. Sook on August 1, 2022 were deemed earned at 200% of target. As a result, Mr. Sook fully vested in 62,500 PSUs on August 1, 2023 and will fully vest in 62,500 PSUs on August 1, 2024, subject to his continued employment through such date (subject to certain termination provisions), • 53,700 RSUs awarded on March 2, 2023 of which, 50% or 26,850 RSUs vested on March 2, 2024 and the remaining 50% will vest on March 2, 2025. Mr. Biard: • 6,250 RSUs will vest on each of August 21, 2024, 2025, 2026 and 2027 (awarded on August 21, 2023). Ms. Gliha: • 1,250 RSUs will vest on each of August 13, 2024 and 2025 (awarded on August 13, 2021). 656, 656 and 657 RSUs will vest on June 3, 2024, 2025 and 2026, respectively (awarded on June 3, 2022).

  100. 2023 OUTSTANDING EQUITY AWARDS AT YEAR-END

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  101. 2023 OUTSTANDING EQUITY AWARDS AT YEAR-END

    938, 937, 938 and 937 RSUs will vest on June 14, 2024, 2025, 2026 and 2027, respectively (awarded on June 14, 2023). • 833, 833 and 834 RSUs will vest on December 20, 2024, 2025 and 2026, respectively (awarded on December 20, 2023). Mr. Strober: • 3,333 RSUs vested on January 3, 2024 and 1,666 and 1,667 RSUs will vest on January 3, 2025 and 2026, respectively (awarded on January 3, 2023). Ms. Zimmer: • 1,250 PSUs will vest on May 17, 2024 (awarded on May 17, 2021) as the pre-established performance metric for fiscal year 2023 was achieved. • 938 PSUs will vest on June 3, 2024 (awarded on June 3, 2022) as the pre-established performance metric for fiscal year 2023 was achieved. • 938 PSUs will vest on June 14, 2024 (awarded on June 14, 2023) as the pre-established performance metric for fiscal year 2023 was achieved. For additional information, refer to “Stock-Based Long-Term Compensation—Performance-Based Restricted Stock Units (PSUs).” • 2,500 RSUs vested on April 10, 2024 (awarded on April 10, 2020). • 1,250 RSUs will vest on each of May 17, 2024 and 2025 (awarded on May 17, 2021). • 938, 937 and 938 RSUs will vest on June 3, 2024, 2025 and 2026, respectively (awarded on June 3, 2022). • 938, 937, 938 and 937 RSUs will vest on June 14, 2024, 2025, 2026 and 2027, respectively (awarded on June 14, 2023). (3) Represents the number of unearned and unvested PSUs as of December 31, 2023. The future vesting for each NEO’s unvested awards is subject to achievement of certain performance criteria and the NEO’s continued employment through each vesting date. For additional information, refer to “Stock-Based Long-Term Compensation—Performance-Based Restricted Stock Units (PSUs).” Ms. Gliha: • 1,250 PSUs may vest on each of August 13, 2024 and 2025 (awarded on August 13, 2021), based on achievement of certain performance-based metric for the applicable performance year. • 656, 656 and 657 PSUs may vest on June 3, 2024, 2025 and 2026, respectively (awarded on June 3, 2022), based on achievement of certain performance-based metric for the applicable performance year. • 938, 937, 938 and 937 PSUs may vest on June 14, 2024, 2025, 2026 and 2027, respectively (awarded on June 14, 2023), based on achievement of certain performance-based metric for the applicable performance year. For additional information, refer to “Stock-Based Long-Term Compensation—Performance-Based Restricted Stock Units (PSUs).” Mr. Strober: • 1,667 PSUs may vest on each of March 1, 2025 and 2026 (awarded on January 3, 2023), based on achievement of certain performance-based metric for the applicable performance year. For additional information, refer to “Stock-Based Long-Term Compensation—Performance-Based Restricted Stock Units (PSUs).” • 657, 656 and 656 PSUs may vest on June 14, 2025, 2026 and 2027, respectively (awarded on June 14, 2023), based on achievement of certain performance-based metric for the applicable performance year. 656 PSUs awarded on June 14, 2023 were forfeited as the pre-established performance metric for fiscal year 2023 was not achieved. For additional information, refer to “Stock-Based Long-Term Compensation—Performance-Based Restricted Stock Units (PSUs).” Ms. Zimmer: • 1,250 PSUs may vest on May 17, 2025 (awarded on May 17, 2021), based on achievement of certain performance-based metric for the applicable performance year. • 937 and 938 PSUs may vest on June 3, 2025 and 2026, respectively (awarded on June 3, 2022), based on achievement of certain performance-based metric for the applicable performance year. 937, 938 and 937 PSUs may vest on June 14, 2025, 2026 and 2027, respectively (awarded on June 14, 2023), based on achievement of certain performance-based metric for the applicable performance year. For additional information, refer to “Stock-Based Long-Term Compensation—Performance-Based Restricted Stock Units (PSUs).”

  102. 2023 OUTSTANDING EQUITY AWARDS AT YEAR-END

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  103. 2023 OPTION EXERCISES AND VESTED STOCK AWARDS

    2023 OPTION EXERCISES AND VESTED STOCK AWARDS The following table sets forth information concerning stock awards vested for each of our Named Executive Officers during the year ended December 31, 2023. None of our Named Executive Officers exercised options during the year ended December 31, 2023.

  104. 2023 OPTION EXERCISES AND VESTED STOCK AWARDS

    | | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized On Vesting(1) ($) | | Perry A. Sook | 276,041(2) | $50,556,701 | | Michael Biard | — | — | | Lee Ann Gliha | 3,812(3) | 610,907 | | Dana Zimmer | 9,374(4) | 1,519,737 | | Michael Strober | — | — |

  105. 2023 OPTION EXERCISES AND VESTED STOCK AWARDS

    (1) The “value realized on vesting” is the market price of the restricted stock units at vesting multiplied by the number of shares acquired. (2) The number of common stock shares acquired by Mr. Sook in 2023 from vesting of restricted stock units included 145,833 shares that are performance-based and 130,208 shares that are time-based. (i) For Mr. Sook’s 83,333 performance-based restricted stock units that vested on January 15, 2023 (awarded on January 15, 2021), the TSR of the Company from the last full trading day preceding December 25, 2020 through the last full trading day preceding December 25, 2022 is at 100th percentile of the compensation peer group, greater than the minimum requirement of 65th percentile of the compensation peer group. (ii) For Mr. Sook’s 62,500 performance-based restricted stock units that vested on August 1, 2023 (awarded on August 1, 2022), the percentile rank of the TSR was achieved for the period January 1, 2022 to December 31, 2022 compared to the peer group. Due to Nexstar achieving a TSR that is 100th percentile of peer group (minimum required is 35th to 50th percentile of peer group), the performance stock awarded to Mr. Sook vested at 200% of the target performance-based RSUs. (3) The number of common stock shares acquired by Ms. Gliha in 2023 from vesting of restricted stock units included 1,906 shares that are performance-based and 1,906 shares that are time-based. (i) For Ms. Gliha’s 656 performance-based restricted stock units vested on June 3, 2023 (awarded on June 3, 2022), the TSR of the Company is at 83rd percentile of the compensation peer group, greater than the midpoint of the peer group. The calculation of TSR utilized the stock price preceding June 3, 2022 and the stock price preceding June 2, 2023. (ii) For Ms. Gliha’s 1,250 performance-based restricted stock units vested on August 13, 2023 (awarded on August 13, 2021), the TSR of the Company is at 62nd percentile of the compensation peer group, greater than the midpoint of the peer group. The calculation of TSR utilized the stock price preceding August 8, 2022 and the stock price preceding August 7, 2023. (4) The number of common stock shares acquired by Ms. Zimmer in 2023 from vesting of restricted stock units included 2,187 shares that are performance-based and 7,187 shares that are time-based. For Ms. Zimmer’s 1,250 performance-based restricted stock units vested on May 17, 2022 (awarded on May 17, 2021) and 937 performance-based restricted stock units vested on June 3, 2023 (awarded on June 3, 2022), the Company’s actual distribution revenue for the fiscal year 2022 was 98% of the budget, greater than the required 95% goal set as the performance metric.

  106. 2023 OPTION EXERCISES AND VESTED STOCK AWARDS

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  107. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Each of our Named Executive Officers has entered into an employment agreement with the Company (see “Employment Agreements” in this Proxy Statement). Included in each employment agreement are provisions regarding termination of employment, including termination in connection with a change in control of the Company, as set forth below. Each NEO’s employment agreement also contains a one-year post-employment non-compete and a perpetual non-disclosure obligation. Mr. Sook Pursuant to the 2022 Sook Employment Agreement, in the event of termination of Mr. Sook’s employment (x) by the Company upon a change in control (consolidation, merger or comparable transaction), (y) by the NEO for Good Reason or (z) any other reason other than for Cause, in each case, subject to Mr. Sook’s continued compliance with certain restrictive covenant obligations, Mr. Sook was eligible to receive (i) all accrued and unpaid base salary as of the date of termination, (ii) an amount reflecting all accrued but unused vacation, (iii) any earned but unpaid annual bonus for years preceding the year of termination, (iv) the sum of 200% of Mr. Sook’s base salary in effect on the date of termination, plus target bonus equal to 200% of Mr. Sook’s base salary in effect on the date of termination payable in lump sum, and (v) an additional lump sum payment equal to $20,800. In addition, in the event Mr. Sook’s employment was terminated for any reason other than (i) by the Company for Cause or (ii) by Mr. Sook without Good Reason, all equity (including, but not limited to, any time-based and performance-based RSUs, stock options and/or stock appreciation rights) previously granted or awarded to him by the Company prior to his termination would have become immediately and fully vested without further action by either Mr. Sook or the Company (the “Sook Equity Treatment”). Pursuant to the 2022 Sook Employment Agreement, in the event of termination of Mr. Sook’s employment for any reason, subject to Mr. Sook’s continued compliance with certain restrictive covenant obligations, Mr. Sook is eligible to receive (i) all accrued and unpaid base salary as of the date of termination, (ii) an amount reflecting all accrued but unused vacation, (iii) any earned but unpaid annual bonus for years preceding the year of termination, and (iv) the sum of 200% of Mr. Sook’s base salary in effect on the date of termination, plus target bonus equal to 200% of Mr. Sook’s base salary in effect on the date of termination, plus an additional lump sum $29,000. In addition, in the event Mr. Sook’s employment is terminated for any reason other than (i) by the Company for Cause or (ii) by Mr. Sook without Good Reason, all equity (including, but not limited to, any time-based and performance-based RSUs, stock options and/or stock appreciation rights) previously granted or awarded to him by the Company prior to his termination would have become immediately and fully vested without further action by either Mr. Sook or the Company. Mr. Biard Pursuant to the 2023 Biard Employment Agreement, in the event of Mr. Biard's termination of employment (x) by Mr. Biard for Good Reason or (y) any other reason other than for Cause or due to death or disability, in each case, subject to Mr. Biard’s execution and non-revocation of a release of claims in favor of the Company and Mr. Biard’s continued compliance with the restrictive covenants set forth in the respective employment agreement, Mr. Biard will be eligible to receive severance payments consisting of (i) an amount equal to 24-months of Mr. Biard’s then-current annual base salary, in each case, payable in a lump sum within 60 days of such termination of employment, (ii) two times of Mr. Biard’s annual target bonus in effect on the date of Mr. Biard’s termination of employment, and (iii) an additional lump sum payment equal to $58,000. In the event of Mr. Biard’s termination due to death or disability, Mr. Biard is entitled to receive a pro-rata portion of his target annual bonus for the year in which such termination occurred.

  108. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  109. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Ms. Gliha and Mr. Strober Pursuant to the employment agreements with Ms. Gliha and Mr. Strober, in the event of the NEO’s termination of employment (x) by the NEO for Good Reason or (y) any other reason other than for Cause or due to death or disability, in each case, subject to the NEO’s execution and non-revocation of a release of claims in favor of the Company and the NEO’s continued compliance with the restrictive covenants set forth in the respective employment agreement, the NEO will be eligible to receive severance payments consisting of (i) an amount equal to 12-months of the NEO’s then-current annual base salary, in each case, payable in a lump sum within 60 days of such termination of employment, (ii) a prorated annual bonus based on (a) actual Company performance if such termination is by the Company for any reason other than for Cause (excluding for Good Reason), or (b) the NEO’s target bonus opportunity if such termination is by the NEO for Good Reason, and (iii) an additional lump sum payment equal to $29,000 with respect to Ms. Gliha and Mr. Strober. Their employment agreements also provide that if NEO’s employment is terminated due to his death or disability, the NEO will be eligible to receive his or her earned but unpaid annual bonus for the year prior to the year of such termination, as well as payment of a prorated portion of his annual bonus for the year of such termination based on actual performance. Ms. Zimmer Pursuant to the 2023 Zimmer Employment Agreement, in the event of termination of Ms. Zimmer’s employment (x) by the Company upon a change in control (consolidation, merger or comparable transaction), (y) by the NEO for Good Reason or (z) by the Company for any reason other than for Cause (excluding termination due to death or disability), in each case, subject to a release of claims and continued compliance with the restrictive covenant obligations set forth in the NEO’s employment agreement, the NEO is eligible to receive continued base salary payments for a period of one year, plus an additional lump sum payment equal to $29,000. All NEOs “Cause” is defined in all NEO employment agreements as any of the following activities by the NEO: (i) conviction for a felony or a crime involving moral turpitude or the commission of any act involving dishonesty, disloyalty or fraud with respect to the Company or any of its subsidiaries or affiliates; (ii) substantial repeated failure to perform material job duties which are reasonably directed by the Board of Directors and, for the agreements with NEOs other than the Chief Executive Officer, the Chief Executive Officer, and which are consistent with the terms of the employment agreement and position with the Company; (iii) gross negligence or willful misconduct with respect to the Company or any of its subsidiaries or affiliates, in each instance which has caused or is reasonably likely to cause material harm to the Company; or (iv) any other material breach by the NEO of a material provision of the employment agreement, which is not cured within thirty (30) days after written notice thereof from the Company. “Good Reason” is defined in all NEO employment agreements as any of the following events: (i) a material reduction in the NEO’s duties, responsibilities, authority, or position; (ii) a material breach by the Company of a material provision of the NEO’s employment agreement, which has not been cured by the Company within thirty (30) days after the NEO gives written notice of noncompliance to the Company; (iii) with respect to the Prior Sook Employment Agreement and the 2022 Sook Employment Agreement only, any reduction or decrease in Mr. Sook’s annual base salary or annual target bonus, or any requirement that Mr. Sook report to someone other than the Board of Directors; (iv) (a) with respect to the 2022 Sook Employment Agreement only, any requirement that the NEO relocate or maintain an office more than one hundred (100) miles from Dallas, Texas; and (b) with respect to the 2023 Zimmer Employment Agreement, any requirement that the NEO relocate or maintain an office more than one hundred (100) miles from Philadelphia, Pennsylvania, and (c) with respect to the 2024 Gliha Employment Agreement; and (v) with respect to the 2022 Sook Employment Agreement only, Mr. Sook’s failure to be renominated to the Board by the Company’s Nominating & Governance Committee.

  110. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  111. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | Death or Disability ($) | Termination for any Reason Upon a Change in Control ($) | Termination Without Cause ($) | Termination With Good Reason ($) | Termination With Cause / Without Good Reason ($) | Upon a Change in Control | | Perry A. Sook | | | | | | | | Cash(2) | $18,029,000(5) | $18,029,000 | $18,029,000 | $18,029,000 | $18,029,000 | $— | | Equity Awards(1)(3) | 21,733,388 | 21,733,388 | 21,733,388 | 21,733,388 | — | 21,733,388 | | Michael Biard | | | | | | | | Cash(4) | 1,500,000(5) | 7,058,000 | 7,058,000 | 7,058,000 | — | — | | Equity Awards(1)(7) | — | 3,918,750 | — | — | — | 3,918,750 | | Lee Ann Gliha | | | | | | | | Cash | 750,000(5) | 1,254,000(6) | 1,254,000(6) | 1,254,000 | — | — | | Equity Awards(1)(7) | — | 2,968,532 | — | — | — | 2,968,532 | | Dana Zimmer | | | | | | | | Cash | — | 2,125,096(6) | 2,125,096(6) | 2,125,096 | — | — | | Equity Awards(1)(7) | — | 3,233,126 | — | — | — | 3,233,126 | | Michael Strober | | | | | | | | Cash | 490,000(5) | 1,429,000(6) | 1,429,000(6) | 1,429,000 | — | — | | Equity Awards(1)(7) | — | 1,978,969 | — | — | — | 1,978,969 |

  112. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    The value of accelerated equity vesting is based on the closing market price of $156.75 per share as of December 29, 2023 (the last trading day of 2023). (2) Pursuant to the 2022 Sook Employment Agreement, in the event of termination of Mr. Sook’s employment for any reason, subject to Mr. Sook’s continued compliance with certain restrictive covenant obligations, Mr. Sook is eligible to receive (i) all accrued and unpaid base salary as of the date of termination, (ii) an amount reflecting all accrued but unused vacation, (iii) any earned but unpaid annual bonus for years preceding the year of termination, and (iv) the sum of 200% of Mr. Sook’s base salary in effect on the date of termination, plus target bonus equal to 200% of Mr. Sook’s base salary in effect on the date of termination, plus an additional lump sum payment of $29,000. (3) Pursuant to the 2022 Sook Employment Agreement, in the event Mr. Sook’s employment is terminated for any reason other than (i) by the Company for Cause or (ii) by Mr. Sook without Good Reason, all equity previously granted or awarded to him by the Company prior to his termination shall become immediately and fully vested. (4) Pursuant to the 2023 Biard Employment Agreement, in the event of termination of Mr. Biard’s employment due to consolidation, merger, or comparable transactions, termination by the Company other than for Cause (excluding termination due to death or disability), termination by Mr. Biard for Good Reason or if any person other than Mr. Biard is newly appointed as Chief Executive Officer or if Mr. Biard is not named as Chief Executive Officer on or before August 2027, subject to Mr. Biard’s continued compliance with certain restrictive covenant obligations, Mr. Biard will eligible to receive (i) an amount equal to twenty-four (24) months of Mr. Biard’s Base Salary and (ii) an amount equal to two times (2x) of Mr. Biard’s target Bonus in effect on the date of termination, plus an additional lump sum payment of $58,000. (5) Pursuant to the applicable NEO’s employment agreement, represents payment of a prorated portion of (i) for Mr. Biard, target annual bonus for the year of such termination and (ii) for Ms. Gliha and Mr. Strober, annual bonus for the year of such termination based on actual performance. (6) Pursuant to the applicable NEO’s employment agreement, represents (i) an amount equal to 12-months of the NEO’s then-current annual base salary, (ii) for Ms. Gliha and Mr. Strober only, a prorated annual bonus based on (A) actual Company performance if such termination is by the Company for any reason other than for Cause, or (b) the NEO’s target bonus opportunity if such termination is by the NEO for Good Reason, and (iii) an additional lump sum payment equal to $29,000 with respect to Ms. Gliha, Mr. Strober, and Ms. Zimmer. Pursuant to the terms set forth in the respective award agreements, all RSUs and PSUs fully vest upon a Change in Control. For additional information, see “Stock-Based Long-Term Compensation.”

  113. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  114. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the total annual compensation of our median employee and the total annual compensation of our Chief Executive Officer for 2023: • The total annual compensation of the median employee identified at our Company, other than our Chief Executive Officer, was $57,229 using the definition of total annual compensation in accordance with Item 402(c)(2)(x) under the Securities Act of 1933. • As indicated in the Summary Compensation Table above, our Chief Executive Officer’s annual total compensation was $29,111,039, using the same definition of total annual compensation we used to calculate the median employee’s total annual compensation. • The ratio of the annual total compensation of our Chief Executive Officer to the total annual compensation of our median employee was 509 to 1. For 2023, there have been no changes that we reasonably believe would significantly affect our pay ratio disclosure, since there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. As a result, we continue to use our median employee identified for 2022 for our pay ratio analysis. In order to identify the median employee for 2023, the following were considered: • We selected November 25, 2022 as the date on which to determine our median employee, which is a date within the last three months of 2022. • We included all 12,953 of our full-time, part-time and temporary workers employed on November 25, 2022 to determine our employee population, all located in the United States. • We identified the median employee on the basis of our employee population’s gross taxable compensation and wages, as compiled from our payroll records. No adjustments were applied for purposes of determining the median employee, such as employees who were only employed for only part of the year or on unpaid leave of absence at some point during the year. We selected base salary and base wages as base pay represents the principal form of compensation delivered to all of our employees and this information is readily available. We believe these pay components reasonably reflect the annual compensation of our employees. The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  115. PAY RATIO DISCLOSURE

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  116. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and with Item 402(v) of Regulation S-K, we provide the following disclosure regarding “executive compensation actually paid” (CAP), calculated in accordance with the SEC rules, and certain Company performance for the years listed below. This disclosure was prepared in accordance with the requirements of Item 402(v) and does not necessarily reflect the value actually realized by our executives, how our executives’ compensation relates to Company performance, or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. For example, the Compensation Committee does not use CAP as a basis for making compensation decisions, nor does it use net income (as reflected below) for purposes of determining our executive’s incentive compensation. Please refer to our Compensation Discussion and Analysis for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its compensation decisions. The information provided under this Pay versus Performance section will not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates it by reference.

  117. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for PEO(1) (b) | Compensation Actually Paid to PEO(2) (c) | Average Summary Compensation Table for Non-PEO NEOs(1) (d) | Average Compensation Actually Paid to Non-PEO NEOs(2) (e) | Total Stockholder Return (f) | Peer Group Total Stockholder Return(3) (g) | After Tax Net Income (in millions) (h) | Adjusted EBITDA (in millions) (i)(4) | | 2023 | $29,111,039 | $27,390,527 | $3,736,527 | $3,436,887 | $147 | $60 | $270 | $1,469 | | 2022 | 39,318,892 | 44,590,917 | 2,405,595 | 3,205,364 | 159 | 66 | 944 | 2,223 | | 2021 | 21,145,853 | 36,963,649 | 2,395,200 | 4,041,589 | 135 | 89 | 830 | 1,905 | | 2020 | 23,564,264 | 17,368,770 | 3,934,418 | 3,771,789 | 95 | 88 | 808 | 1,996 |

  118. PAY VERSUS PERFORMANCE

    (1) Perry A. Sook served as the Company’s PEO (Chairman and Chief Executive Officer) for each year presented. The dollar amounts shown in column (b) are the amounts of total compensation reported for Mr. Sook for each corresponding year in the “Total” column of the Summary Compensation Table (“SCT”). The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s non-PEO NEOs as a group in the “Total” column of the SCT in each applicable year. The individuals comprising the non-PEO NEO for each year presented are listed below:

  119. PAY VERSUS PERFORMANCE

    | 2023 | 2022 | 2021 | 2020 | | Michael Biard(5) | Thomas E. Carter(5) | Thomas E. Carter | Thomas E. Carter | | Lee Ann Gliha | Lee Ann Gliha | Lee Ann Gliha | Timothy C. Bush(6) | | Dana Zimmer | Dana Zimmer | Dana Zimmer | Dana Zimmer | | Michael Strober | Andrew Alford | Andrew Alford | Gregory R. Raifman(7) | | | Sean Compton | Sean Compton | |

  120. PAY VERSUS PERFORMANCE

    The dollar amounts shown for CAP in columns (c) and (e) have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the PEO and non-PEO NEOs. The following is a reconciliation of the “Total” column of SCT and the CAP for each of the applicable years. In calculating the CAP amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant.

  121. PAY VERSUS PERFORMANCE

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  122. PAY VERSUS PERFORMANCE

    | | PEO | | | | Non-PEO NEOs | | | | | Year | 2023 | 2022 | 2021 | 2020 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table | $29,111,039 | $39,318,892 | $21,145,853 | $23,564,264 | $3,736,527 | $2,405,595 | $2,395,200 | $3,934,418 | | Less: Grant date fair value of equity awards made during the applicable year and unvested at applicable year end | (21,233,343) | (33,308,029) | (15,510,127) | (18,306,887) | (2,102,551) | (927,756) | (1,131,540) | (2,528,617) | | Plus: Year-end fair value of equity awards made during the applicable year and unvested at applicable year end | 18,141,961 | 32,378,979 | 21,697,552 | 15,597,050 | 1,989,095 | 933,377 | 1,167,755 | 3,684,712 | | Change in fair value of equity awards made in prior years and unvested at applicable year end | (1,089,946) | 3,960,129 | 6,777,536 | (1,424,081) | (156,604) | 442,343 | 924,521 | (251,802) | | Change in fair value of equity awards made in prior years and vested during applicable year | 2,460,816 | 2,240,946 | 2,852,835 | (2,061,576) | (29,580) | 351,805 | 685,653 | (844,385) | | Less: Fair value of equity awards made in prior years that are forfeited during applicable year | — | — | — | — | — | — | — | (222,537) | | Compensation Actually Paid | $27,390,527 | $44,590,917 | $36,963,649 | $17,368,770 | $3,436,887 | $3,205,364 | $4,041,589 | $3,771,789 |

  123. PAY VERSUS PERFORMANCE

    Represents the weighted peer group cumulative TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group is comprised of the following publicly traded companies identified in Part 1, Item 5. of our Annual Report on Form 10-K as of December 31, 2023: Gray Television, Inc., TEGNA Inc., Sinclair, Inc., The E.W. Scripps Company, Fox Corporation and Paramount Global. (4) For purposes of determining eligibility for annual cash bonus payments and performance vesting under performance-based restricted stock units, the Company uses its calculation of Adjusted EBITDA (which is calculated in a manner consistent with the calculation of EBITDA that is referenced in the employment agreement) which is the primary financial metric it uses in its annual and quarterly earnings releases. A reconciliation of Adjusted EBITDA to Net Income for the year ended December 31, 2023 can be found on the Company’s Q4 2023 earnings release filed with the SEC on February 28, 2024 (Exhibit 99.1 to Current Report on Form 8-K). (5) Effective August 21, 2023, Mr. Carter transitioned from his role as President and Chief Operating Officer to a role as a Senior Advisor, and Mr. Biard was appointed as President and Chief Operating Officer. (6) On June 1, 2021, Mr. Busch retired from his position at Nexstar. On March 31, 2021, Mr. Raifman’s employment agreement with the Company ended and was not renewed.

  124. PAY VERSUS PERFORMANCE

    | Nexstar Media Group, Inc. | 64 | 2024 Proxy Statement |

  125. PAY VERSUS PERFORMANCE

    The illustrations below provide a graphical description of the relationship between CAP (as calculated in accordance with SEC rules) and the information presented in the Pay versus Performance table. The Peer Group referenced in the “Company Cumulative TSR and Peer Group Cumulative TSR” table below is comprised of the same publicly traded companies as identified in Part 1, Item 5. of our Annual Report on Form 10-K as of December 31, 2023: Gray Television, Inc., TEGNA Inc., Sinclair, Inc., The E.W. Scripps Company, Fox Corporation and Paramount Global. Compensation Actually Paid and Company Cumulative TSR Compensation Actually Paid (in millions) $60 $45 $30 $15 $- $200 $160 $120 $80 $40 $- 2020 2021 2022 Cumulative TSR (value of initial $100 investment) PEO Average for Non-PEO NEOs Company Cumulative TSR Compensation Actually Paid and Company Cumulative TSR pany Cumulative TSR and Peer Group Cumulative TSR Cumulative TSR (value of initial $100 investment) $200 $160 $120 $80 $40 $- 2019 2020 2021 2022 Company Cumulative TSR Peer Group Cumulative TSR Company Cumulative TSR and Peer Group Cumulative TSR

  126. PAY VERSUS PERFORMANCE

    | Nexstar Media Group, Inc. | 65 | 2024 Proxy Statement |

  127. PAY VERSUS PERFORMANCE

    Compensation Actually Paid and Net Income(1) (1) The Company’s Net Income and Adjusted EBITDA are driven by political advertising revenue financial cycle, increasing in election years (even-numbered years) and decline in non-election years (odd-numbered years).