DEF 14A of Entravision Communications Corp, Apr 25, 2025

DEF 14A of Entravision Communications Corp

Filed Apr 25, 2025 · FY20240000950170-25-058293

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Composition of Board of Directors

    Composition of Board of Directors As currently in effect, our Eighth Amended and Restated Bylaws (the “bylaws”) provide that the Board shall consist of not less than six and not more than eleven directors. The Board currently consists of eight members elected by the holders of the Class A common stock. The Board has nominated eight individuals for election as directors at the 2025 Annual Meeting and has set the number of directors as of the 2025 Annual Meeting at eight. All our directors are elected by our stockholders at each annual meeting of stockholders and each will serve until such person’s successor is duly elected and qualified, or until such person’s earlier resignation or removal. There are no family relationships among any of our current directors, nominees for directors and executive officers. The proxyholders named on the proxy card intend to vote all proxies received by them in the accompanying form FOR the election of each of the director nominees listed below, unless instructions to the contrary are marked on the proxy. Each nominee has been nominated by the Board, acting upon the recommendation of the Board’s Nominating/Corporate Governance Committee. All of the nominees are currently members of the Board. If elected, each nominee will serve until the annual meeting of stockholders to be held in 2026 or until such person’s successor has been duly elected and qualified, or until such person’s earlier resignation or removal. In the event that a nominee is unable or declines to serve as a director at the time of the 2025 Annual Meeting, the proxies will be voted for any nominee who shall be designated by the present Board to fill such a vacancy. In the event that additional persons are nominated for election as directors, the proxyholders intend to vote all proxies received by them for each of the nominees listed below, unless instructions are given to the contrary. As of the date of this proxy statement, the Board is not aware of any nominee who is unable or will decline to serve as a director.

  3. Nominees for Election as Directors

    Nominees for Election as Directors The following is certain information as of April 17, 2025 regarding the nominees for election as directors:

  4. Nominees for Election as Directors

    | Name | Position | Age | | Paul Anton Zevnik | Chair | 74 | | Brad Bender | Director | 51 | | Michael Christenson | Director and Chief Executive Officer | 66 | | Martha Elena Diaz | Director | 63 | | Thomas Strickler | Director | 63 | | Lara Sweet | Director | 50 | | Gilbert R. Vasquez | Director | 85 | | Fehmi Zeko | Director | 66 |

  5. Biographical Information Regarding Directors

    Biographical Information Regarding Directors Paul Anton Zevnik. Mr. Zevnik currently serves as Chair of the Board of Directors. Mr. Zevnik, together with Walter F. Ulloa and Philip Wilkinson, was a founding shareholder of Entravision, participating in the organization, acquisition and growth of our television and radio segments through predecessor entities, which were combined to form Entravision in 1995. He has served as a director of the company since its listing on the New York Stock Exchange in 2000. As a director, at various times, he has served on the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. In addition to Entravision, for more than 40 years Mr. Zevnik has participated in the formation, ownership and management of other media businesses, including television broadcasting, content production, digital media, and the deployment of UHF spectrum for wireless communications. Mr. Zevnik has more than 40 years of experience in the formation, ownership, management and operation of Entravision's media businesses and its predecessor entities. A Harvard Law School graduate, Mr. Zevnik was also the founder and managing partner of a national law firm before becoming a partner of the international law firm Morgan, Lewis & Bockius, LLP, maintaining his principal offices in Washington, D.C. and Los Angeles, California until his retirement from the firm in September 2024. Mr. Zevnik is Senior Counsel with Miller Friel, PLLC, representing corporate policyholders in insurance, risk transfer and related matters including captives and qualified settlement funds. Brad Bender. Mr. Bender has more than 25 years of experience in digital technologies and advertising. From April 2008 to November 2022, Mr. Bender served in various roles at Alphabet Inc., parent company of Google, where he was most recently Vice President, Product, News and Search Ecosystems. In that role, he led Google's News and Search ecosystems and redesigned the Google News experience. Previously at Google, Mr. Bender was the Vice President, Product, Display and Video Advertising. In that role he led Google’s display and video advertising products globally, including its programmatic ads platform. During his tenure, he founded the Google Display Network, and led its development into a multi-billion dollar business. Mr. Bender also served as Google's representative on the board of directors of the Interactive Advertising Bureau, the advertising business organization responsible for developing industry standards and conducting research for the online advertising industry, from November 2018 to February 2020. Prior to Google, Mr. Bender served in various roles at DoubleClick, most recently as Vice President, Product Management, prior to its acquisition by Google in 2008. Mr. Bender is currently an advisor, investor and board member to various start-ups, small businesses and nonprofits in the tech, media and entertainment, and services industries. Mr. Bender has been a director since June 2023. Michael Christenson. Mr. Christenson has served as Chief Executive Officer of the Company since July 2023. Previously, Mr. Christenson served as a Managing Partner at Mayten Research, a private investment and advisory firm, from 2022 to 2023. Prior to that, Mr. Christenson served as the President and Chief Operating Officer of New Relic, Inc., a cloud-based observability platform that engineers use to build and manage enterprise systems, from October 2019 to June 2021, and as a member of New Relic, Inc.’s Board of Directors from August 2018 to June 2021. Mr. Christenson also served as a Managing Director at Allen & Company, a private investment banking firm, from 2010 until December 2019, where he provided advice and investment banking services to companies in the software sector. From 2005 to 2010, Mr. Christenson served in various roles at CA, Inc., an enterprise systems management and security software company, most recently as President and Chief Operating Officer. Prior to joining CA, Inc., Mr. Christenson was an investment banker at Salomon Brothers, Inc. and its successor firm, Citigroup Global Markets, Inc., from 1987 to 2004. Mr. Christenson also previously served on the Board of Directors of LogMeIn, Inc., a provider of cloud-based communications, collaboration, identity management, and customer support software, from 2010 to 2019. Mr. Christenson has been a director since October 2023. Martha Elena Diaz. Ms. Diaz has provided strategic advisory services to companies in Latin America, such as National Geographic and Televicentro, since 2015. Previously, Ms. Diaz served as president of the Editorial Televisa subsidiary of Televisa for each of the United States, Mexico and Puerto Rico, where she led the digital transformation of brands such as National Geographic, Hearst and Meredith from physical to interactive platforms and influencer communities. Ms. Diaz also served as president of Distribuidora Intermex, a subsidiary of Grupo Televisa, from March 2012 until July 2015, and as president of Sistema Radiópolis from December 2010 until February 2012. Prior to that, she worked for Prisa as a director of Comercializadora Prisa Medios in Spain, a director of TV Bids at Prisa Group in Colombia, and chief executive officer of Grupo Latino de Publicidad in Colombia, a pioneer in media marketing in Colombia with 19 outlets, with different brands of television, radio, out-of-home advertising, digital platforms and sports. Prisa is one of the largest media companies in Spain and Latin America, producing a wide variety of educational, cultural and informative content. Ms. Diaz also served as president of Sky Colombia, a satellite television company, and chief executive officer of Supercable Colombia, a cable television company, while also serving as president of Colombia’s subscription television association. Prior to her media career, Ms. Diaz served as Marketing Vice President of Banco de Colombia, and Commercial Vice President of the north zone of South America at Sofasa. Ms. Diaz currently serves on the board of directors and as Treasurer of the Monasterio del Viento foundation in Colombia, which helps rural communities and environmental preservation efforts. She holds a degree in chemical engineering from the Universidad Pontificia Bolivariana and a postgraduate certificate as a marketing specialist from the Universidad EAFIT in Colombia. Ms. Diaz has been a director since May 2016. Thomas Strickler. Mr. Strickler co-founded Endeavor Talent Agency in 1995 and served on its management committee before his departure in 2009. Prior to Endeavor, Mr. Strickler was an agent at Creative Artists Agency, InterTalent and ICM. Mr. Strickler is a Managing Director of Prime Focus World, a creative services provider to film studios and production companies. Mr. Strickler serves on the Board of Trustees of SCI-Arc, and is a member of the Board of Directors of the Glen Canyon Institute, the Board of Directors of the Los Angeles Master Chorale, and the Board of Advisors of the School of Education and Information Studies at the University of California, Los Angeles. Mr. Strickler has been a director since June 2023.

  6. Biographical Information Regarding Directors

    Lara Sweet. Ms. Sweet has been a director of MediaAlpha, Inc., since the completion of its initial public offering in October 2020, and serves as the chair of the Audit Committee and a member of the Compensation Committee. MediaAlpha uses technology and data science to help businesses optimize their customer acquisition efforts. Ms. Sweet also serves as an advisor to private technology companies. From May 2019 to June 2021, Ms. Sweet served as the Chief People Officer at Snap Inc., a technology company and owner of the application Snapchat. Prior to that, Ms. Sweet served as Snap’s interim Chief Financial Officer from January 2019 to May 2019, as Chief Accounting Officer from October 2017 to September 2019, and as Controller from June 2016 to October 2017. During her tenure in these roles, Ms. Sweet was integrally involved in developing and implementing best practices across Snap’s accounting and financial reporting functions. Prior to Snap, Ms. Sweet served as Controller and Chief Accounting Officer at AOL. She has also held the positions of Senior Director, External Reporting at Freddie Mac and Senior Manager, Internal Audit at Marriott International. Ms. Sweet received a B.S. in Accounting from George Mason University. Ms. Sweet has been a director since October 2023. Gilbert R. Vasquez. Mr. Vasquez is managing partner of the certified public accounting firm of Vasquez + Company LLP, which he founded in 1969. Mr. Vasquez is also the Chairman Emeritus of the Los Angeles Latino Chamber of Commerce. Mr. Vasquez was a board member of the 1984 Los Angeles Olympic Committee and currently serves as a board member on its successor organization, the LA84 Foundation. He is past president of the California Board of Accountancy. He has been a member of various Boards of Directors including Green Dot Public Schools, California State University Los Angeles Foundation, Los Angeles Metropolitan YMCA, Congressional Hispanic Caucus, Los Angeles Area Chamber of Commerce, and National Association of Latino Elected and Appointed Officials. Other past corporate board appointments include Verizon (formerly) GTE of California, Glendale Federal Bank, ProAmerica Bank and Blue Cross of California. Mr. Vasquez has been a director since May 2007. Fehmi Zeko. Fehmi Zeko currently serves as Co-Founder and Managing Partner of MC Strategic Advisors LLC and as a General Partner at Great Point Studios. From March 2018 to December 2022, he served on the board of directors of Athene Holding Ltd., a retirement services company. From 2015 to March 2018, Mr. Zeko served as Vice Chairman, Global Technology, Media and Telecommunications Investment Banking Group at Bank of America Merrill Lynch. In this role he helped organize and execute the strategic plan to reposition the entire Technology, Media and Telecom franchise for large cap coverage globally. Prior to Bank of America Merrill Lynch, Mr. Zeko was Senior Managing Director, Group Head North America and Global Chairman, Telecom, Media, Entertainment and Technology (“TMET”) at Macquarie Capital, where he led the firm’s Global TMET Investment Banking and Principal Investing Practice. Prior to joining Macquarie Capital, Mr. Zeko was Vice Chairman and Co-Founder of the Foros Group, where he led the firm’s Media and Communication Advisory Practice. Prior to that, Mr. Zeko held senior investment banking positions at Deutsche Bank and Citigroup. Mr. Zeko also serves on the board of directors of the Yonkers Public Schools Foundation for Education and the board of trustees of the Miami City Ballet. He received his Bachelor of Business Administration and Master of Business Administration in Finance from Texas Christian University’s Neeley School of Business. Mr. Zeko has been a director since May 2019.

  7. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE We maintain a corporate governance page on our corporate website at https://investor.entravision.com/governance, which includes information regarding the company’s corporate governance practices. Our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Code of Ethics for Chief Executive Officer and Senior Financial Officers, Related Party Transaction Policy, Board committee charters, Audit Committee Pre-Approval Policy and certain other corporate governance documents and policies are available on that page of our website. Any changes to these documents and any waivers granted with respect to our code of ethics will be posted on our website. In addition, we will provide a copy of any of these documents without charge to any stockholder upon written request made to Entravision Communications Corporation, 1 Estrella Way, Burbank, California 91504, Attention: Secretary. The information on our website is not, and shall not be deemed to be, a part of this proxy statement or incorporated by reference into this or any other filing we make with the SEC.

  8. Board of Directors

    Board of Directors

  9. Administration of Compensation Program

    Administration of Compensation Program The Compensation Committee has overall responsibility for evaluating and approving our executive compensation program. The Compensation Committee has the authority to review and determine the salaries and bonuses of our executive officers, including our Chief Executive Officer and the other named executive officers, and to establish the general compensation policies for such individuals. The Compensation Committee also has the authority to administer and make discretionary equity incentive grants to all of our employees under our equity compensation plans. The Compensation Committee operates under a written charter. The duties and responsibilities of a member of the Compensation Committee are in addition to his or her duties as a member of the Board. The charter reflects these various responsibilities, and the Compensation Committee is charged with periodically reviewing the charter, which it does annually. The Compensation Committee’s membership is determined by the Board and is composed entirely of independent directors as defined under NYSE listing standards as currently in effect. The Compensation Committee has the ability to establish and delegate authority to a subcommittee. In addition, the Compensation Committee has the authority to engage the services of outside advisors, experts and others, including independent compensation consultants to assist the Compensation Committee. The Compensation Committee has engaged Frederic W. Cook & Co., Inc. (“Frederic Cook”) as the Compensation Committee’s outside compensation consultant to provide advice directly to the Compensation Committee as well as company management in continuing to evaluate and develop compensation policies and practices. In 2024, Frederic Cook received $143,714 in direct compensation from the Company. The role of Frederic Cook is to provide independent advice and expertise in executive compensation policies and practices. In connection with its engagement of Frederic Cook, the Compensation Committee considered various factors regarding Frederic Cook’s independence including, but not limited to, the amount of fees received by Frederic Cook from the company as a percentage of Frederic Cook’s total revenue, its policies and procedures designed to prevent conflicts of interest, and the existence of any business or personal relationship that could impact Frederic Cook’s independence. After reviewing these and other factors, the Compensation Committee determined that Frederic Cook was independent and that its engagement did not present any conflicts of interest. In reviewing executive officer compensation, the Compensation Committee does target compensation to a specific benchmark level; however, the Compensation Committee reviews competitive market data from companies in the media and digital marketing industries with broadly similar market cap. The compensation decisions in 2024 were informed by market data from a Q3 2023 study of market compensation levels with the following peer group companies:

  10. Bonus

    Bonus For 2024, the target amount of each named executive officer’s performance-based cash bonus is set forth below:

  11. Bonus

    | Named Executive Officer | 2024 Target Bonus as a % of Base Salary | | Michael Christenson | 100% | | Mark Boelke | 60% | | Jeffery Liberman | 60% | | Karl Meyer | 60% | | Christopher Young | 60% |

  12. Bonus

    Each performance-based annual cash bonus is earned based on achievement of company performance goals, with 50% of each bonus earned based on the company’s achievement of the revenue goals set forth below and the remaining 50% of each bonus earned based on the company’s achievement of the consolidated adjusted EBITDA performance goals set forth below, subject to potential adjustment by up to 25% of target for qualitative factors. For purposes of the annual cash bonus plan, consolidated adjusted EBITDA is defined in the same way as under the company’s 2023 credit agreement and means net income (loss) plus gain (loss) on sale of assets, depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation included in operating and corporate expenses, net interest expense, other operating gain (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses, syndication programming amortization less syndication programming payments, revenue from the Federal Communications Commission, or FCC, spectrum incentive auction less related expenses, expenses associated with investments, EBITDA attributable to redeemable noncontrolling interest, acquisitions and dispositions and certain pro-forma cost savings. For a reconciliation of net income (loss) to consolidated EBITDA, please see page 29 of our 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 6, 2025. The annual cash bonus plan was weighted equally based on revenue and consolidated adjusted EBITDA to reward growth but to also ensure that payment of any bonus did not come at the expense of profitability. The funding formula was set with a threshold that required either 2024 revenue or consolidated adjusted EBITDA to be higher than 2023 in order to earn a bonus for the quantitative portion of the bonus plan. Additionally, no bonus could be earned if growth was lower than in 2023. Each annual cash bonus may range from a minimum of 0% of the target amount to a maximum of 200% of the target amount. The performance goals and related payout amounts for the revenue portion and consolidated adjusted EBITDA portion of the 2024 cash bonus plan are set forth below. The 2024 cash bonus plan allowed the bonuses to be adjusted higher or lower by up to 25% of target based on our Compensation Committee’s assessment against qualitative factors including the following: For the 2024 fiscal year, the company’s actual aggregate revenue was $743,816,000 (including EGP, which was discontinued for financial reporting purposes), which was below the threshold and resulted in no bonus under the revenue portion of the 2024 cash bonus plan. The company’s actual consolidated adjusted EBITDA for 2024 was equal to $49,531,000 (including EGP, which was discontinued for financial reporting purposes), which was also below the threshold and resulted in no bonus under the consolidated adjusted EBITDA portion of the 2024 cash bonus plan. The results below threshold were largely based on the termination of our Meta partnership and the sale of EGP, which made the two financial performance goals unattainable. Notwithstanding the failure to satisfy such performance goals, the Compensation Committee exercised its discretion and determined it was in the best interest of the Company to pay a discretionary bonus to Messrs. Boelke and Liberman equal to $100,000. The Compensation Committee awarded such bonuses in recognition of Messrs. Boelke’s and Liberman’s leadership with respect to redesigning the strategy of the Company after Meta’s ASP program cancellation, and their work associated with selling EGP after Meta’s cancellation. Such discretionary cash bonuses were paid in 2025 and also occurred concurrent with a 2025 salary reduction program and discontinuation of the 2025 cash bonus opportunity, as discussed in further detail below.

  13. Bonus

    | Named Executive Officer | Percent Earned Based on Revenue Goals (50% Weight) | Percent Earned Based on Consolidated Adjusted EBITDA Goals (50% Weight) | Percent of Target Annual Bonus Earned Before Adjustment | Adjustment based on Qualitative Factors | Annual Bonus Earned | | Michael Christenson | 0% | 0% | 0% | $— | $— | | Mark Boelke | 0% | 0% | 0% | $100,000 | $100,000 | | Jeffery Liberman | 0% | 0% | 0% | $100,000 | $100,000 | | Karl Meyer (1) | n/a | n/a | n/a | n/a | n/a | | Christopher Young (1) | n/a | n/a | n/a | n/a | n/a |

  14. Bonus

    Messrs. Meyer and Young were each ineligible to earn an annual bonus under the cash bonus plan following the termination of their employment in fiscal year 2024 and, given neither of the performance goals were achieved, none of these named executive officers received any payment pursuant to the bonus component of their severance, as set forth below in the table under the heading “Potential Payments Upon Termination or Change-In-Control." Our named executive officers are not “covered executives” under the cash bonus plan in 2025, as described below under the heading “2025 Changes to Executive Compensation Program”.

  15. Equity Incentive Compensation

    Equity Incentive Compensation The Compensation Committee believes that the incentive of future stock ownership encourages employees to remain employed by the company and motivates them to use their best efforts at all times, as well as aligning the interests of our executive officers and other employees with those of our stockholders. We typically grant equity incentive awards to our executive officers and other key employees on an annual basis. We do not use any pre-determined formula in determining the amount of equity incentive grants that are granted to executive officers. We base the amount of equity incentive grants on such considerations as the level of experience and individual performance of such executive officer, the number of stock options or restricted stock units granted to such executive officer in previous grants, and general competitive considerations, including retention of each executive officer. As part of the Compensation Committee’s ongoing review and evaluation of equity incentive compensation, during 2024 the Compensation Committee worked with Frederic Cook to consider market practices regarding forms of equity and typical equity terms. The Compensation Committee also sought the input of our Chief Executive Officer with respect to the appropriate pool of employees who should receive equity incentive grants, the form of performance equity awards, and performance equity goal-setting. The Compensation Committee determined that a 50/50 mix of time-based restricted stock units that vest over four years for retention, and price-contingent equity for achieving four challenging stock price hurdles within five years, would balance the Company’s desire for retention and align performance goals with the interests of our stockholders. The equity mix and performance goals for the performance units were similar, but not identical, to the approach used when the Company hired Mr. Christenson in June 2023. Chief Executive Officer Equity Incentive Awards Our Chief Executive Officer, Mr. Christenson, was not granted an equity award in 2024. In connection with Mr. Christenson’s commencement of employment as our Chief Executive Officer in July 2023, we granted him initial one-time equity awards that were designed to compensate him for service in both 2023 and 2024. The initial equity award was intended to align Mr. Christenson’s compensation with the long-term interests of our stockholders, and to ensure that part of the award was performance-based in recognition of shareholder feedback during outreach. Half of Mr. Christenson’s 2023 new hire equity awards were granted in the form of 1,000,000 performance units that will be earned only if the average closing price of our Class A common stock over 30 consecutive trading days equals or exceeds five specified share price hurdles of $5.75, $7.25, $9.00, $11.20. and $13.75 within five years after grant (with each price hurdle subject to equitable adjustment to reflect dividends or other changes to our capitalization during the performance period). The remaining half of Mr. Christenson’s initial equity awards were granted in the form of 1,000,000 restricted stock units subject to five-year time-based vesting (with 20% vesting after one year and the remaining 80% vesting in eight equal semi-annual installments, subject to Mr. Christenson’s continued service with the Company).

  16. Equity Incentive Compensation

    | Name | 2023 Restricted Stock Units (Number of Shares) | 2023 Performance Units (Maximum Number of Shares) | 2024 Restricted Stock Units (Number of Shares) | 2024 Performance Units (Maximum Number of Shares) | | Michael Christenson | 1,000,000 | 1,000,000 | — | — |

  17. Equity Incentive Compensation

    Mr. Christenson’s initial performance units vest by a combination of both market-based vesting conditions and time-based vesting conditions, both of which must be satisfied before the performance units will be deemed vested. The market-based vesting conditions are satisfied if the average closing price of our Class A common stock over 30 consecutive trading days equals or exceeds the following share price hurdles before July 1, 2028 (with each stock price hurdle subject to equity adjustment to reflect dividends or other changes to our capitalization during the performance period).

  18. Equity Incentive Compensation

    | Hurdle Price Per Share* | Number of Earned Performance Units | | $5.75 | 200,000 | | $7.25 | 200,000 | | $9.00 | 200,000 | | $11.20 | 200,000 | | $13.75 | 200,000 |

  19. Equity Incentive Compensation

    *Closing stock price on the date of grant was $4.39 For each hurdle price, the time-based vesting conditions are satisfied over five years following Mr. Christenson’s commencement of employment, with 20% satisfying the time-based vesting conditions on July 1, 2024 and the remaining 80% satisfying the time-based vesting conditions in eight equal semi-annual installments thereafter. As noted above, the time-based vesting conditions create an additional vesting condition that must be satisfied in addition to the stock price hurdles for awards to vest. 2024 Annual Equity Incentive Awards for Other Named Executive Officers The Compensation Committee used Mr. Christenson’s 2023 new hire equity award structure as its model for other named executive officer equity grants in 2024. The purpose was to align the other officers with shareholders and to provide such officers similar incentives as the CEO. Accordingly, the Compensation Committee determined that 50% of the equity compensation to our named executive officers in 2024 (other than Mr. Christenson) would be in the form of restricted stock units subject to a five-year time-based vesting schedule, and the remaining 50% of such equity compensation would be in the form of performance units with price hurdles that must be achieved within five years (plus an underlying time-vesting condition that must also be satisfied in order for such performance units to fully vest). The table below provides the amount of restricted stock units and performance units granted in January 2024 to each named executive officer other than Mr. Christenson:

  20. Equity Incentive Compensation

    | Name | Restricted Stock Units (Number of Shares) | Performance Units (Maximum Number of Shares) | | Mark Boelke | 100,000 | 100,000 | | Jeffery Liberman | 100,000 | 100,000 | | Karl Meyer | 100,000 | 100,000 | | Christopher Young | 100,000 | 100,000 |

  21. Equity Incentive Compensation

    The restricted stock units vest as follows: (i) 25% on December 20, 2024; (ii) 25% on December 20, 2025; (iii) 25% on December 20, 2026; and (iv) 25% on December 20, 2027; in each case, provided that the recipient is employed by us on such date. The design of the performance units was similar to Mr. Christenson’s 2023 new hire performance units described above, vesting by a combination of both market-based vesting conditions and time-based vesting conditions, both of which must be satisfied before the performance units will be deemed vested. The market-based vesting conditions are satisfied if the average closing price of our Class A common stock over 30 consecutive trading days equals or exceeds the following share price hurdles before January 25, 2029 (with each stock price hurdle subject to equity adjustment to reflect dividends or other changes to our capitalization during the performance period). The stock price hurdles reflect challenging performance which require 20%, 40%, 80%, and 125% appreciation increments above a notional $4.00 stock price, which was the per share value of our common stock when the awards were discussed by the Compensation Committee for approval.

  22. Equity Incentive Compensation

    | Hurdle Price Per Share* | Number of Earned Performance Units | | $4.83 | 25,000 | | $5.65 | 25,000 | | $7.15 | 25,000 | | $8.90 | 25,000 |

  23. Equity Incentive Compensation

    *Closing stock price on the date of grant was $4.38 For each hurdle price, the time-based vesting conditions are satisfied as over four years, with 20% satisfying the time-based vesting conditions on January 25, 2025 and the remaining 80% satisfying the time-based vesting conditions in eight equal semi-annual installments thereafter. As noted above, the time-based vesting conditions create additional service vesting conditions that must be achieved in addition to the stock price hurdles for the performance units to vest.

  24. Employment Agreements

    Employment Agreements Agreement with Michael Christenson. We entered into an employment agreement with Mr. Christenson upon his hire as Chief Executive Officer, effective as of July 1, 2023, pursuant to which he joined us as our Chief Executive Officer. Mr. Christenson’s employment agreement provides for an annual base salary of $950,000 per year, subject to annual review by the Board or Compensation Committee. Additionally, Mr. Christenson is eligible to receive an annual cash bonus targeted at 100% of his annual base salary. Mr. Christenson is also eligible to participate in retirement and health care benefits available to senior executives of our company, as in effect from time to time and subject to the terms of such plans. Mr. Christenson’s employment agreement also provided for the initial one-time equity awards described above under the heading “Chief Executive Officer Equity Incentive Awards”. Mr. Christenson was not eligible to receive any additional equity awards in 2023 or 2024, other than such initial equity awards. In the first fiscal quarter of 2025, Mr. Christenson is eligible to receive an equity incentive grant under the company’s equity incentive program in accordance with the terms determined by the Board or Compensation Committee. Agreement with Mark Boelke. We entered into an executive compensation letter with Mr. Boelke, effective as of March 15, 2024, as amended effective as of May 9, 2024, which replaced his previous employment agreement and pursuant to which he served as our General Counsel until May 2024, when his role was changed to Chief Financial Officer and Treasurer. Mr. Boelke is eligible to receive an annual bonus targeted at 60% of his annual base salary, and $1,000 per month as an allowance in respect of automobile expenses. Mr. Boelke is also eligible to participate in our other benefit programs and plans, as may be in effect from time to time. In the event that Mr. Boelke participates in our medical or dental benefit plans, the company will pay the cost of such medical and dental coverage for Mr. Boelke and his dependents with no cost to Mr. Boelke for such participation. Agreement with Jeffery Liberman. We entered into an executive compensation letter with Mr. Liberman, effective May 12, 2023, which replaced his previous employment agreement and pursuant to which he serves as our President and Chief Operating Officer. Mr. Liberman is eligible to receive an annual bonus targeted at 60% of his annual base salary, and $1,000 per month as an allowance in respect of automobile expenses. Mr. Liberman is also eligible to participate in our other benefit programs and plans, as may be in effect from time to time. In the event that Mr. Liberman participates in our medical or dental benefit plans, the company will pay the cost of such medical and dental coverage for Mr. Liberman and his dependents with no cost to Mr. Liberman for such participation. The company will also pay Mr. Liberman an amount equal to the premium expense of a life insurance policy maintained by Mr. Liberman providing a death benefit in an amount up to $750,000.

  25. Executive Severance and Change in Control Plan

    Executive Severance and Change in Control Plan On May 12, 2023, our Compensation Committee approved the adoption of our Executive Severance and Change in Control Plan (the “Severance Plan”), in which key executives of the company who are selected by our compensation committee participate, subject to their execution of a participation agreement. Each of our named executive officers serving at the end of fiscal year 2024 participate in the Severance Plan, pursuant to which they are eligible to receive the severance benefits described below. Messrs. Meyer and Young each received severance benefits under the Severance Plan in connection with the termination of their respective employment in fiscal year 2024. Our Chief Executive Officer Mr. Christenson, our Chief Executive Officer, participates in the Severance Plan as a “Group I Executive”. Upon a termination by the company other than for “cause” (as defined in the Severance Plan) or the executive’s resignation for “good reason” (as defined in his participation agreement), in each case, outside of the period starting three months prior to and ending two years after a “change in control” (as defined in the Severance Plan) (the “Change in Control Period”), Mr. Christenson will be entitled to receive, subject to the execution and delivery of an effective and irrevocable release of claims in favor of the company and continued compliance with all applicable restrictive covenants (i) an amount equal to the sum of (A) his base salary, plus (B) the greater of his target annual cash incentive compensation for the then-current year or the average of the actual cash incentive compensation paid to him over the last two fiscal years (or such lesser time period if he has not been an employee of the company for the last two fiscal years); (ii) a pro-rated annual bonus for the fiscal year in which termination or resignation occurs, determined based on actual performance for such fiscal year; (iii) acceleration of time-based equity awards that would have vested during the 12-month period following his termination or resignation if he had remained employed for such period; and (iv) subject to Mr. Christenson’s election to receive continued health benefits under COBRA, a monthly payment equal to the cost of Mr. Christenson’s healthcare coverage at the benefit levels in effect at the time of termination until the earliest of 12 months following his termination, the date he becomes eligible for group medical coverage with another employer, or the cessation of his COBRA continuation period. In lieu of the payments and benefits above, in the event that Mr. Christenson is terminated by the company other than for cause or due to his resignation for good reason, in each case, during the Change in Control Period, Mr. Christenson will be entitled to receive, subject to the execution and delivery of an effective and irrevocable release of claims in favor of the company and continued compliance with all applicable restrictive covenants (i) an amount equal to 1.5 times the sum of (A) his base salary, plus (B) the greater of his target annual cash incentive compensation for the then-current year or the average of the actual cash incentive compensation paid to him over the last two fiscal years (or such lesser time period if he has not been an employee of the company for the last two fiscal years); (ii) a pro-rated annual bonus for the fiscal year in which termination or resignation occurs, determined based on the greater of his target annual cash incentive compensation for the then-current year or the average of the actual cash incentive compensation paid to him over the last two fiscal years (or such lesser time period if he has not been an employee of the company for the last two fiscal years); (iii) full acceleration of all time-based equity awards held by Mr. Christenson; and (iv) subject to Mr. Christenson’s election to receive continued health benefits under COBRA, a monthly payment equal to the cost of Mr. Christenson’s healthcare coverage at the benefit levels in effect at the time of termination until the earliest of 18 months following his termination, the date he becomes eligible for group medical coverage with another employer, or the cessation of his COBRA continuation period. Named Executive Officers (Other Than Our Chief Executive Officer) Each of our named executive officers (other than our Chief Executive Officer) serving as of the end of fiscal year 2024 participate in the Severance Plan as “Group II Executives”. Upon a termination by the company other than for “cause” (as defined in the Severance Plan) or the executive’s resignation for “good reason” (as defined in the Severance Plan), in each case, outside of the Change in Control Period, each named executive officer (other than our Chief Executive Officer) will be entitled to receive, subject to the execution and delivery of an effective and irrevocable release of claims in favor of the company and continued compliance with all applicable restrictive covenants (i) an amount equal to the executive’s base salary; (ii) a pro-rated annual bonus for the fiscal year in which termination or resignation occurs, determined based on actual performance for such fiscal year; (iii) acceleration of time-based equity awards that would have vested during the 12-month period following the executive’s termination or resignation if the executive had remained employed for such period; and (iv) subject to the executive’s election to receive continued health benefits under COBRA, a monthly payment equal to the cost of the executive’s healthcare coverage at the benefit levels in effect at the time of termination until the earliest of 12 months following the executive’s termination, the date the executive becomes eligible for group medical coverage with another employer, or the cessation of the executive’s COBRA continuation period. In lieu of the payments and benefits above, in the event that a named executive officer (other than our Chief Executive Officer) is terminated by the company other than for cause or due to the executive’s resignation for good reason, in each case, during the Change in Control Period, such named executive officer (other than our Chief Executive Officer) will be entitled to receive, subject to the execution and delivery of an effective and irrevocable release of claims in favor of the company and continued compliance with all applicable restrictive covenants (i) an amount equal to the sum of (A) the executive’s base salary, plus (B) the greater of the executive’s target annual cash incentive compensation for the then-current year or the average of the actual cash incentive compensation paid to the executive over the last two fiscal years (or such lesser time period if the executive has not been an employee of the company for the last two fiscal years); (ii) a pro-rated annual bonus for the fiscal year in which termination or resignation occurs, determined based on the greater of the executive’s target annual cash incentive compensation for the then-current year or the average of the actual cash incentive compensation paid to the executive over the last two fiscal years (or such lesser time period if the executive has not been an employee of the company for the last two fiscal years); (iii) full acceleration of all time-based equity awards held by the executive; and (iv) subject to the executive’s election to receive continued health benefits under COBRA, a monthly payment equal to the cost of the executive’s healthcare coverage at the benefit levels in effect at the time of termination until the earliest of 12 months following the executive’s termination, the date the executive becomes eligible for group medical coverage with another employer, or the cessation of the executive’s COBRA continuation period. Equity Acceleration

  26. Executive Severance and Change in Control Plan

    In addition, if outstanding equity awards are not assumed, substituted or continued by the acquiror in connection with a change in control, the Severance Plan provides for full acceleration of the unvested portion of any time-based equity awards held by our named executive officers as of immediately prior to such change in control.

  27. Policy and Practice Related to the Grant of Certain Equity Awards

    Policy and Practice Related to the Grant of Certain Equity Awards We do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. In fiscal year 2024, we did not grant any stock options, stock appreciation rights or similar option-like instruments.

  28. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table presents information regarding the compensation awarded to, earned by, and paid to our named executive officers during the fiscal years set forth below.

  29. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Michael Christenson, | 2024 | $950,000 | $— | $— | $— | $7,671(3) | $957,671 | | Chief Executive Officer | 2023 | $475,000 | $525,000 | $7,678,000 | $— | $3,912(3) | $8,681,912 | | Mark Boelke, | 2024 | $669,500 | $100,000 | $816,000 | $— | $23,308(5) | $1,608,808 | | Chief Financial Officer and Treasurer (4) | | | | | | | | | Jeffery Liberman, | 2024 | $800,000 | $100,000 | $816,000 | $— | $24,720(6) | $1,740,720 | | President and Chief Operating | 2023 | $793,450 | $100,000 | $1,624,350 | $157,104 | $24,720 | $2,699,624 | | Officer | 2022 | $738,546 | $600,000 | $950,250 | $— | $24,720 | $2,313,516 | | Karl Meyer, | 2024 | $497,404(8) | $— | $816,000 | $— | $995,072(9) | $2,308,476 | | Former Chief Revenue Officer (7) | 2023 | $628,300 | $100,000 | $1,624,350 | $123,386 | $20,308 | $2,496,344 | | | 2022 | $610,000 | $480,000 | $814,500 | $— | $20,308 | $1,924,808 | | Christopher Young, | 2024 | $297,211(8) | $— | $816,000 | $— | $1,180,730(11) | $2,293,941 | | Former Chief Financial Officer (10) | 2023 | $747,250 | $600,000 | $1,624,350 | $162,014 | $30,546 | $3,164,160 | | | 2022 | $650,000 | $500,000 | $814,500 | $— | $24,158 | $1,988,658 |

  30. 2024 Summary Compensation Table

    (1) Amounts reflect discretionary bonuses awarded to Messrs. Boelke and Liberman in recognition of their leadership with respect to redesigning the strategy of the Company after Meta’s ASP program cancellation, and their work associated with selling EGP after Meta’s cancellation. (2) The amounts shown reflect the aggregate grant date fair value of restricted stock units and performance units granted during the applicable fiscal year, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). Such grant date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. Additionally, the fair value was estimated using a Monte Carlo Simulation model for performance units that are earned based on market-based conditions. For a discussion of the assumptions used in the valuation of awards, see Note 15 to the consolidated financial statements included in our Annual Report on Form 10-K, as filed with the SEC on March 6, 2025. These amounts do not reflect the actual economic value that may be realized by the named executive officers upon the vesting or settlement of such awards, or the subsequent sale of shares of Class A common stock received pursuant to such awards. (3) Amounts represent medical insurance premiums. (4) Mr. Boelke was appointed as our General Counsel on March 15, 2024 and as our Chief Financial Officer on May 9, 2024. (5) Includes $12,000 as an automobile allowance and $11,308 for medical insurance premiums. (6) Includes $12,000 as an automobile allowance, $11,308 for medical insurance premiums and $1,412 for life insurance premiums. (7) Mr. Meyer’s employment with us terminated on October 14, 2024. (8) Includes the prorated base salary for the named executive officer’s partial year of service with us during fiscal year 2024. Includes $7,125 as an automobile allowance and $8,952 for medical insurance premiums. The amount reported includes severance paid in connection with Mr. Meyer’s termination of employment in the amount of $978,995, comprised of $628,300, which represents 12 months of Mr. Meyer’s 2024 base salary, $0, which represents Mr. Meyer’s prorated annual bonus for the 2024 fiscal year, $32,095 in company-paid COBRA premiums, and $318,600, which represents the value of the accelerated vesting of Mr. Meyer’s equity awards in connection with his termination of employment. Mr. Young’s employment with us terminated on May 9, 2024. Includes $4,500 as an automobile allowance, $3,769 for medical insurance premiums and $2,666 for life insurance premiums. The amount reported includes severance paid in connection with Mr. Young’s termination of employment in the amount of $1,169,795, comprised of $825,000, which represents 12 months of Mr. Young’s 2024 base salary, $0, which represents Mr. Young’s prorated annual bonus for the 2024 fiscal year, $31,859 in company-paid COBRA premiums, and $312,936, which represents the value of the accelerated vesting of Mr. Young’s equity awards in connection with his termination of employment.

  31. Grants of Plan-Based Awards During 2024

    Grants of Plan-Based Awards During 2024 The following table sets forth certain information with respect to each grant of an award made to a named executive officer in the fiscal year ended December 31, 2024.

  32. Grants of Plan-Based Awards During 2024

    | | | | | | | | | All Other | | | | | | | | | | | Stock Awards: | | | | | | | | | | | Number of | Grant Date | | | | Estimated Future Payouts Under | | | Estimated Future Payouts Under | | | Shares of | Fair Value | | | | Non-Equity Incentive Plan Awards (1) | | | Equity Incentive Plan Awards (2) | | | Stock or | of Stock and | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (#) (3) | Option Awards (4) | | Michael Christenson | 1/25/24 | — | 950,000 | 1,900,000 | | | | | | | Mark Boelke | 1/25/24 | — | 401,700 | 803,400 | | | | | | | | 1/25/24 | | | | 25,000 | — | 100,000 | | $378,000 | | | 1/25/24 | | | | | | | 100,000 | $438,000 | | Jeffery Liberman | 1/25/24 | — | 480,000 | 960,000 | | | | | | | | 1/25/24 | | | | 25,000 | — | 100,000 | | $378,000 | | | 1/25/24 | | | | | | | 100,000 | $438,000 | | Karl Meyer | 1/25/24 | — | 376,980 | 753,960 | | | | | | | | 1/25/24 | | | | 25,000 | — | 100,000 | | $378,000 | | | 1/25/24 | | | | | | | 100,000 | $438,000 | | Christopher Young | 1/25/24 | — | 495,000 | 990,000 | | | | | | | | 1/25/24 | | | | 25,000 | — | 100,000 | | $378,000 | | | 1/25/24 | | | | | | | 100,000 | $438,000 |

  33. Grants of Plan-Based Awards During 2024

    (1) The amounts shown represent performance-based bonuses granted under our annual cash bonus plan. For more information, see the discussion in the CD&A under the heading “Bonus.” (2) The amounts shown represent performance units granted under our 2004 Plan which vest by a combination of both market-based vesting conditions and time-based vesting conditions, both of which must be satisfied before the performance units will be deemed vested. For more information, see the discussion in CD&A under the heading “Equity Incentive Compensation—2024 Annual Equity Incentive Awards for Other Named Executive Officers.” (3) The amounts shown represent time-based restricted stock units granted under our 2004 Plan, which amounts will be payable in shares of our common stock if the service-based conditions for such time-based restricted stock units are met. For more information, see the discussion in the CD&A under the heading “Equity Incentive Compensation." The amounts represent the aggregate grant date fair values of restricted stock unit and performance units, as applicable, granted during 2024, computed in accordance with ASC 718 for stock-based compensation transactions. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. Additionally, for performance units which are earned based on market-based conditions, the fair value was estimated using a Monte Carlo Simulation model. Assumptions used in the calculation of these amounts are included in Note 15 to the consolidated financial statements included in our Annual Report on Form 10-K, as filed with the SEC on March 6, 2025. These amounts do not reflect the actual economic value that will be realized by the named executive officers upon the vesting or settlement of such awards, or the subsequent sale of shares of our Class A common stock received pursuant to such awards.

  34. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024 The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2024.

  35. Outstanding Equity Awards at Fiscal Year-End 2024

    | | Stock Awards | | | | | | | | | Equity Incentive | | | | | Equity Incentive | Plan Awards: | | | | Market | Plan Awards: | Market or | | | Number of | Value of | Number of | Payout Value | | | Shares or | Shares or | Unearned | of Unearned | | | Units of | Units of | Shares, Units or | Shares, Units | | | Stock That | Stock That | Other Rights | or Other | | | Have Not | Have Not | That Have | Rights That | | | Vested | Vested | Not Vested | Have Not | | Name | (#) | ($) (1) | (#) | Vested ($) | | Michael Christenson | 800,000(2) | 1,880,000 | 200,000(3) | 470,000 | | Mark Boelke | | | 25,000(3) | 58,750 | | | 104,150(4) | 244,753 | | | | | 69,100(5) | 162,385 | | | | | 25,000(6) | 58,750 | | | | Jeffery Liberman | | | 25,000(3) | 58,750 | | | 110,400(4) | 259,440 | | | | | 69,100(5) | 162,385 | | | | | 25,000(6) | 58,750 | | |

  36. Outstanding Equity Awards at Fiscal Year-End 2024

    (1) Market value reflects the value of the applicable equity award based on the closing price of our common stock as reported by the New York Stock Exchange on December 31, 2024, the last trading day of the 2024 fiscal year, of $2.35. (2) Represents restricted stock unit award of 1,000,000 RSUs that vest over five years, with 20% vesting on July 1, 2024 and the remaining 80% vesting in eight equal semi-annual installments. (3) Represents performance unit award at threshold performance. (4) Represents restricted stock unit awards that vest on December 31, 2025. (5) Represents restricted stock unit awards that vest on December 20, 2026.

  37. Option Exercises and Stock Vested During 2024

    Option Exercises and Stock Vested During 2024 The following table summarizes the vesting of stock awards during the fiscal year ended December 31, 2024 that were previously granted to the named executive officers.

  38. Option Exercises and Stock Vested During 2024

    | | Stock Awards | | | | Number of | | | | Shares | | | | Acquired on | Value Realized | | Name | Vesting (#) (1) | on Vesting ($) (2) | | Michael Christenson | 200,000(3) | 398,000 | | Mark Boelke | 215,100 | 468,876 | | Jeffery Liberman | 227,600 | 499,626 | | Karl Meyer | 215,100 | 439,140 | | Christopher Young | 215,100 | 433,476 |

  39. Option Exercises and Stock Vested During 2024

    (1) Represents shares received upon vesting of restricted stock unit awards. (2) The value realized on vesting of restricted stock unit awards is calculated by multiplying the number of restricted stock units which vested by the closing market price of our Class A common stock on the vesting date. (3) The RSUs that vested in 2024 are subject to deferred settlement on the earliest to occur of a separation of service, change of control, Mr. Christenson’s death and Mr. Christenson’s disability.

  40. Pension Benefits

    Pension Benefits We do not maintain or provide any defined benefit pension plans or other supplemental executive retirement plans for the benefit of our named executive officers.

  41. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table represents nonqualified deferred compensation held by NEOs as of December 31, 2024, which consists of RSUs subject to deferred settlement as described above.

  42. Nonqualified Deferred Compensation

    | | Executive Contributions in Last FY | Registrant Contributions in Last FY | Aggregate Earnings in Last FY | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE | | Name | ($) (1) | ($) | ($) (2) | ($) | ($) | | Michael Christenson | 398,000 | — | (298,000) | — | 100,000 |

  43. Nonqualified Deferred Compensation

    (1) Mr. Christenson deferred receipt of his time-based RSU award granted in connection with Mr. Christenson’s commencement of employment as our Chief Executive Officer in July 2023. All contributions shown are attributable to the value of 200,000 deferred RSUs realized on vesting in the 2024 fiscal year. The value of each vested deferred RSU is based on the closing market price of our Class A common stock on the vesting date. No portion of the amount is included as compensation for the 2024 fiscal year in the “2024 Summary Compensation Table” above. All earnings shown are attributable to credited dividend equivalents and a net decrease in the value of the shares underlying Mr. Christenson’s deferred RSUs from the vesting date to December 31, 2024 based on the closing price of our Class A common stock on December 31, 2024 of $2.35 per share, which was the last trading day during the 2024 fiscal year. No portion of the amount is included as compensation for the 2024 fiscal year in the “2024 Summary Compensation Table” above.

  44. Potential Payments Upon Termination or Change-In-Control

    Potential Payments Upon Termination or Change-In-Control The table below quantifies the potential payments and benefits that would have become due to Messrs. Christenson, Boelke and Liberman in connection with a termination of their employment and/or a change in control of the company, assuming that each such triggering event below occurred on December 31, 2024, the last business day of the fiscal year ended December 31, 2024. For Messrs. Meyer and Young, the table quantifies the actual payments and benefits that each received in connection with the termination of his employment in fiscal year 2024.

  45. Potential Payments Upon Termination or Change-In-Control

    | Name | Qualifying Termination Outside the Change in Control Period ($)(1) | Qualifying Termination during the Change in Control Period ($)(1) | | Michael Christenson | | | | Cash Severance | 1,900,000(3) | 3,800,000(4) | | Perquisites/Benefits | 7,671(5) | 11,507(6) | | Accelerated Equity Vesting (2) | 470,000(7) | 1,880,000(8) | | Mark Boelke | | | | Cash Severance | 669,500(9) | 1,472,900(10) | | Perquisites/Benefits | 11,308(5) | 11,308(5) | | Accelerated Equity Vesting (2) | 244,753(7) | 465,888(8) | | Jeffery Liberman | | | | Cash Severance | 800,000(9) | 1,760,000(10) | | Perquisites/Benefits | 11,308(5) | 11,308(5) | | Accelerated Equity Vesting (2) | 259,440(7) | 480,575(8) | | Karl Meyer | | | | Cash Severance | 628,300(9) | n/a | | Perquisites/Benefits | 32,095(11) | n/a | | Accelerated Equity Vesting (2) | 318,600(12) | n/a | | Christopher Young | | | | Cash Severance | 825,000(9) | n/a | | Perquisites/Benefits | 31,859(11) | n/a | | Accelerated Equity Vesting (2) | 312,936(12) | n/a |

  46. Potential Payments Upon Termination or Change-In-Control

    (1) A “qualifying termination” means a termination by the company without cause or a resignation by the named executive officer for good reason, in each case, subject to the named executive officer’s execution and delivery of an effective and irrevocable release of claims in favor of the company and continued compliance with all applicable restrictive covenants. The “change in control period” refers to the period starting three months prior to and ending two years after a “change in control” (as defined in the Severance Plan). (2) Represents the value of acceleration of outstanding restricted stock units, based on the closing market price of our Class A common stock on December 31, 2024 of $2.35 per share, which was the last trading day during the 2024 fiscal year. (3) Amount represents the sum of (i) Mr. Christenson’s annual base salary; (ii) the greater of his target annual cash incentive compensation for the then-current year or the average of the actual cash incentive compensation paid to him over the last two fiscal years (or such lesser time period if he has not been an employee of the company for the last two fiscal years); and (iii) his 2024 annual bonus based on actual performance. (4) Amount represents the sum of (i) an amount equal to 1.5 times the sum of (A) Mr. Christenson’s annual base salary and (B) the greater of his target annual cash incentive compensation for the then-current year or the average of the actual cash incentive compensation paid to him over the last two fiscal years (or such lesser time period if he has not been an employee of the company for the last two fiscal years); (ii) an amount equal to the greater of his target annual bonus for 2024 or the average of the actual cash incentive compensation paid to him over the last two fiscal years (or such lesser time period if he has not been an employee of the company for the last two fiscal years). (5) Represents 12 months of health insurance premiums, based on our actual costs to provide health insurance to the named executive officer as of December 31, 2024. Represents 18 months of health insurance premiums, based on our actual costs to provide health insurance to the named executive officer as of December 31, 2024. Represents the value of unvested restricted stock units held by the named executive officer which are scheduled to vest within 12 months following December 31, 2024. Represents the value of all unvested restricted stock units held by the named executive officer as of December 31, 2024. No amounts have been included with respect to the performance units held by the named executive officer as of December 31, 2024 because the assumed value of our shares of Class A common stock as of December 31, 2024 is below the respective threshold hurdles of the market-based vesting conditions for such awards. (9) Amount represents the sum of (i) the named executive officer’s annual base salary, and (ii) the named executive officer’s 2024 annual bonus based on actual performance. (10) Amount represents the sum of (i) an amount equal to the sum of (A) the named executive officer’s annual base salary and (B) the greater of his target annual cash incentive compensation for the then-current year or the average of the actual cash incentive compensation paid to him over the last two fiscal years (or such lesser time period if he has not been an employee of the company for the last two fiscal years); (ii) an amount equal to the greater of his target annual bonus for 2024 or the average of the actual cash incentive compensation paid to him over the last two fiscal years (or such lesser time period if he has not been an employee of the company for the last two fiscal years). (11) Represents the value of Company-paid COBRA premiums for the named executive officer in connection with the named executive officer’s termination of employment in 2024. Represents the value of unvested restricted stock units held by the named executive officer which were scheduled to vest during the 12-month period following the executive’s termination of employment in 2024 if the named executive officer had remained employed for such period.

  47. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure Provided below is the company’s “pay versus performance” disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act. As required by Item 402(v), we have included: A list of the most important measures that our Compensation Committee used in 2024 to link a measure of pay calculated in accordance with Item 402(v) (referred to as “compensation actually paid”, or “CAP”) to company performance; • A table that compares the total compensation of our named executive officers’ (also known as NEOs) as presented in the Summary Compensation Table (“SCT”) to CAP and that compares CAP to specified performance measures; and • Graphs that describe the relationships between CAP and our cumulative total shareholder return (“TSR”), and GAAP Net Income (Loss). Given our current pay program, the only difference between the SCT and CAP amounts for our NEOs is the value of equity awards, which for purposes of the SCT is based on the grant date fair value of equity awards granted during the year, and for purposes of CAP is based on the year over year change in the fair value of equity awards that are unvested as of the end of the year, or that vested or were forfeited during the year. This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the NEOs. Please refer to our Compensation Discussion and Analysis on page 19 for a discussion of our executive compensation program objectives and the ways in which we align executive compensation with performance. Pay Versus Performance Table. In accordance with Item 402(v), we provide below the tabular disclosure for the company’s Chief Executive Officer (our Principal Executive Officer or “PEO”) and the average of our NEOs other than the PEO for 2024, 2023, and 2022.

  48. Pay Versus Performance Disclosure

    | | Summary Compensation Table Total for PEO (1) | | | Compensation Actually Paid to PEO (1) (2) (3) | | | Average Summary Compensation | Average Compensation Actually | Value of Initial Fixed $100 Based on: Investment | | | Year | Walter F. Ulloa | Christopher T. Young | Michael J. Christenson | Walter F. Ulloa | Christopher T. Young | Michael J. Christenson | Table Total for Non-PEO NEOs (1) | Paid to Non-PEO NEOs (1) (2) (3) | Total Shareholder Return (4) | GAAP Net Income (Loss) ($ Millions) | | (a) | | (b) | | | (c) | | (d) | (e) | (f) | (g) | | 2024 | n/a | n/a | 957,671 | n/a | n/a | (2,844,329) | 2,806,569 | 863,763 | 41 | (149) | | 2023 | n/a | 3,164,160 | 8,681,912 | n/a | 2,434,826 | 8,109,912 | 2,615,021 | 1,878,308 | 66 | (15) | | 2022 | 14,958,648 | n/a | n/a | 12,704,148 | n/a | n/a | 2,006,722 | 1,543,840 | 72 | 18 |

  49. Pay Versus Performance Disclosure

    Michael Christenson served as our PEO in 2024, Michael Christenson and Christopher Young each served as our PEO in 2023, and Walter F. Ulloa was our PEO in 2022. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  50. Pay Versus Performance Disclosure

    | 2022 | 2023 | 2024 | | Christopher Young | | Mark Boelke | | Jeffery Liberman | Jeffery Liberman | Christopher Young | | Karl Meyer | Karl Meyer | Jeffery Liberman | | Juan Saldívar von Wuthenau | Juan Saldívar von Wuthenau | Karl Meyer |

  51. Pay Versus Performance Disclosure

    2. The amounts shown for CAP 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 company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. 3. CAP reflects the exclusions and inclusions of certain amounts for each PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with ASC 718 and the assumptions used were materially the same as those used for the grant date fair values. Amounts in the Exclusion of Stock Awards columns are the totals from the Stock Awards column set forth in the Summary Compensation Table.

  52. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Michael J. Christenson ($) | Exclusion of Stock Awards for Michael J. Christenson ($) | Inclusion of Equity Values for Michael J. Christenson ($) | Compensation Actually Paid to Michael J. Christenson ($) | | 2024 | 957,671 | — | (3,802,000) | (2,844,329) | | 2023 | 8,681,912 | (7,678,000) | 7,106,000 | 8,109,912 |

  53. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Christopher T. Young ($) | Exclusion of Stock Awards for Christopher T. Young ($) | Inclusion of Equity Values for Christopher T. Young ($) | Compensation Actually Paid to Christopher T. Young ($) | | 2024 | — | — | — | — | | 2023 | 3,164,160 | (1,624,350) | 895,016 | 2,434,826 |

  54. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Walter Ulloa ($) | Exclusion of Stock Awards for Walter Ulloa ($) | Inclusion of Equity Values for Walter Ulloa ($) | Compensation Actually Paid to Walter Ulloa ($) | | 2024 | — | — | — | — | | 2023 | — | — | — | — | | 2022 | 14,958,648 | (4,072,500) | 1,818,000 | 12,704,148 |

  55. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 2,806,569 | (1,152,000) | (790,806) | 863,763 | | 2023 | 2,615,021 | (1,624,350) | 887,637 | 1,878,308 | | 2022 | 2,006,722 | (848,438) | 385,556 | 1,543,840 |

  56. Pay Versus Performance Disclosure

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  57. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Michael J. Christenson ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Michael J. Christenson ($) | Fair Value of Awards Granted During the Year that Vested During the Year for Michael J. Christenson ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Michael J. Christenson ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Michael J. Christenson ($) | Total - Inclusion of Equity Values for Michael J. Christenson ($) | | 2024 | — | (3,244,800) | — | (557,200) | — | (3,802,000) | | 2023 | 7,106,000 | — | — | — | — | 7,106,000 |

  58. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Christopher Young ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Christopher Young ($) | Fair Value of Awards Granted During the Year that Vested During the Year for Christopher Young ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Christopher Young ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Christopher Young ($) | Total - Inclusion of Equity Values for Christopher Young ($) | | 2024 | — | — | — | — | — | — | | 2023 | 847,970 | (69,300) | 175,346 | (59,000) | — | 895,016 |

  59. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Walter Ulloa ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Walter Ulloa ($) | Fair Value of Awards Granted During the Year that Vested During the Year for Walter Ulloa ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Walter Ulloa ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Walter Ulloa ($) | Total - Inclusion of Equity Values for Walter Ulloa ($) | | 2024 | — | — | — | — | — | — | | 2023 | — | — | — | — | — | — | | 2022 | —* | —* | 3,600,000 | (1,782,000) | — | 1,818,000 |

  60. Pay Versus Performance Disclosure

    * Mr. Ulloa died on December 31, 2022. All of his outstanding equity awards vested on such date in accordance with the terms of his employment agreement.

  61. Pay Versus Performance Disclosure

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Fair Value of Awards Granted During the Year that Vested During the Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 223,059 | (162,355) | 82,588 | (571,308) | (362,790) | (790,806) | | 2023 | 847,970 | (73,238) | 175,347 | (62,442) | — | 887,637 | | 2022 | 562,500 | (201,713) | 187,500 | (162,731) | — | 385,556 |

  62. Pay Versus Performance Disclosure

    For each covered fiscal year, represents the cumulative total stockholder return on an initial fixed $100 investment in our common stock (NYSE: EVC) from December 31, 2021 through December 31 of each covered fiscal year 2022, 2023 and 2024 (each such period referred to herein as a measurement period). The cumulative total stockholder return on each series of our common stock is calculated by dividing (a) the sum of (i) the cumulative amount of dividends (assuming dividend reinvestment) over the applicable measurement period and (ii) the difference between (A) the share price on December 31 of the covered fiscal year and (B) the share price on December 31, 2021, and (b) the share price on December 31, 2021. Relationship between CAP and TSR. The chart below reflects the relationship between the PEO and average non-PEO NEO CAP versus our TSR. Relationship between CAP and GAAP Net Income (Loss). The chart below reflects the relationship between the PEO and average non-PEO NEO CAP and our GAAP Net Income (Loss).

  63. Pay Ratio Disclosure

    Pay Ratio Disclosure In August 2015, pursuant to a mandate under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the Chief Executive Officer. Registrants were obligated to comply with the pay ratio rule for the first fiscal year beginning on or after January 1, 2017. In order to determine the median employee, we prepared a list of all employees as of December 31, 2024. As permitted by SEC rules, for purposes of preparing this list for fiscal year 2024 we excluded 41 employees located in Argentina, Brazil, Colombia, Germany, South Korea, Turkey, the United Kingdom and Uruguay, comprising 4.2% of our total employees. As a result of these permitted exclusions, we had a total of 929 employees on this list as of December 31, 2024. We identified the median employee by examining the 2024 total cash compensation for all such individuals on this list, excluding our Chief Executive Officer, who were employed by us on December 31, 2024 (whether employed on a full-time, part-time, temporary or seasonal basis). For such employees, we did not make any assumptions, adjustments or estimates with respect to total cash compensation, and we did not annualize the compensation for any full-time employees that were not employed by us for all of 2024. We applied a U.S. dollar exchange rate to the compensation elements paid to our employees in currencies other than the U.S. dollar. Using reasonable estimates in accordance with SEC rules, we determined the compensation of our median employee by: (i) calculating the annual total compensation described above for each of our non-excluded employees; (ii) ranking the annual total compensation of all non-excluded employees, except for the chief executive officer, from highest to lowest; and (iii) since we have an even number of employees when not considering our chief executive officer, determining the average of the annual total compensation of the two employees who were the 464th and 465th persons on that ranking (the “Median Employee”). After identifying the Median Employee, we calculated annual total compensation for both employees using the same methodology we use for our named executive officers as set forth in “2024 Summary Compensation Table” above, and then we calculated the average annual total compensation of those two employees. As a result of the foregoing, the annual total compensation for fiscal year 2024 for our Chief Executive Officer was $957,671 and for the Median Employee it was $51,500, resulting in a ratio of approximately 19 to 1. Given the different methodologies that various public companies are using to determine an estimate of their pay ratio, the estimated ratios reported above should not be used as a basis for comparison between companies.

  64. Director Compensation for Fiscal Year 2024

    Director Compensation for Fiscal Year 2024 The following table presents information regarding the total compensation awarded to, earned by and paid to Entravision’s non-employee directors during the fiscal year ended December 31, 2024. Mr. Christenson, our Chief Executive Officer, did not receive any additional compensation for his services as a director during this time, and information regarding his compensation for services as a named executive officer is presented above in the "2024 Summary Compensation Table" above.

  65. Director Compensation for Fiscal Year 2024

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) (2) (3) | Total ($) | | Gilbert R. Vasquez | 105,625 | 155,000 | 260,625 | | Paul Anton Zevnik | 112,098 | 155,000 | 267,098 | | Thomas Strickler | 90,000 | 155,000 | 245,000 | | Martha Elena Diaz | 100,000 | 155,000 | 255,000 | | Fehmi Zeko | 94,375 | 155,000 | 249,375 | | Brad Bender | 85,625 | 155,000 | 240,625 | | Lara Sweet | 95,000 | 155,000 | 250,000 |

  66. Director Compensation for Fiscal Year 2024

    (1) The amounts shown reflect the aggregate grant date fair value of restricted stock units granted during fiscal year 2024, determined in accordance with ASC 718. Such grant date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. For a discussion of the assumptions used in the valuation of awards, see Note 15 to the consolidated financial statements included in our Annual Report on Form 10-K, as filed with the SEC on March 6, 2025. These amounts do not reflect the actual economic value that may be realized by our non-employee directors upon the vesting or settlement of such restricted stock units, or the subsequent sale of shares of Class A common stock received pursuant to such awards. (2) On May 30, 2024, each non-employee director serving on our Board at such time was granted 71,100 restricted stock units at a grant date fair value of $2.18. All such restricted stock units vest on the earlier of May 30, 2025 or the business day immediately preceding our 2025 Annual Meeting. (3) As of December 31, 2024, each non-employee director held the following number of outstanding restricted stock units:

  67. Director Compensation for Fiscal Year 2024

    | Name | Stock Options | Restricted Stock Units | | Gilbert R. Vasquez | — | 71,100 | | Paul Anton Zevnik | — | 71,100 | | Thomas Strickler | — | 71,100 | | Martha Elena Diaz | — | 71,100 | | Fehmi Zeko | — | 71,100 | | Brad Bender | — | 71,100 | | Lara Sweet | — | 71,100 |

  68. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy For directors who are also employees of the company, we do not provide additional compensation and such individuals are compensated only for their service as an officer or employee of the company, as the Compensation Committee believes that employee directors are adequately compensated for all of their responsibilities, including service as a director, through their compensation as employees. For non-employee directors of the company, we previously adopted a non-employee director compensation policy in order to attract and retain, on a long-term basis, high-caliber individuals to serve on our Board. Our non-employee director compensation policy, as amended, provides for the following cash retainers for services as a member of our Board, payable on the date of our annual stockholder meeting and pro-rated for partial years of service:

  69. Non-Employee Director Compensation Policy

    | Board of Directors: | Annual Cash Retainer | | Lead Independent Director (if not also Chair): | $92,500 | | Non-Executive Chair: | $135,000 | | All other non-employee members: | $75,000 | | Audit Committee: | | | Chair | $27,500 | | Non-Chair members | $12,500 | | Compensation Committee: | | | Chair | $17,500 | | Non-Chair members | $7,500 | | Nominating/Corporate Governance Committee: | | | Chair | $17,500 | | Non-Chair members | $7,500 |

  70. Non-Employee Director Compensation Policy

    Our non-employee director compensation policy also provides for an annual cash retainer for services as a member of the Special Committee. In July 2024, the Board suspended the Special Committee until such time as the Board deems it advisable. No cash retainers were paid to Special Committee members in 2024. In addition, our non-employee director compensation policy, as amended, provides for the grant of annual equity retainers in the form of restricted stock units with a grant date value of $155,000. Each annual RSU award vests on the earlier of (a) the first anniversary of the date of grant or (b) the business day immediately preceding the date of our next annual stockholder meeting. Directors who join the Board on any date other than the annual stockholder meeting will receive a pro-rated RSU award upon joining the Board, calculated based on the number of days between the date upon which the director joins the Board and the date of our next annual meeting of stockholders. Each such RSU award also vests on the earlier of (a) the first anniversary of the date of grant or (b) the business day immediately preceding the date of our next annual stockholder meeting. The underlying shares of Class A common stock relating to such restricted stock units shall be distributed to each such director at the time of termination of such director’s service with the company, other than with regard to Mr. Zevnik, who in 2024 elected to receive such underlying shares upon vesting for the purposes of charitable giving.